The Managing Member definition

The Managing Member has the right to amend, without the consent of the Members, this Agreement so that the Incentive Allocation provided in the Agreement conforms to any applicable requirements of the SEC and other regulatory authorities; provided that such amendment does not increase the Incentive Allocation or otherwise have an adverse economic effect on the Members (other than the Special Member).
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The Managing Member shall pursue any indemnification right of the Sunlight Companies against any Person with respect to any Cash Grant Proceeding Expenses and, upon receipt of any proceeds from such indemnity claims, such proceeds shall be distributed to EFS Desert Sun and the Members in the same manner that Cash Grant proceeds would have been distributed to EFS Desert Sun and the Members under Section 6.7 of the Second Amended and Restated LLCA, as modified by Section 2.2. Net Profit, if any, from the receipt of such indemnity proceeds shall be allocated to EFS Desert Sun and the Members in accordance with Section 6.1 of the Second Amended and Restated LLCA, as modified by Section 2.1.
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The Managing Member shall deliver a written notice (the "Proposed Issuance Notice") to each such Class A Member at least ten (10) days in advance of the proposed issuance of LLC Interests, stating the number and class of LLC Interests proposed to be issued, the proposed subscription price, and the manner in which such Class A Member may exercise its rights to subscribe to such LLC Interests. Such Class A Member may exercise its rights to subscribe to such LLC Interests by delivering a notice to that effect to the LLC and each of the other Class A Members within ten (10) days after the delivery of the Proposed Issuance Notice and complying with the procedures for subscription specified in the Proposed Issuance Notice. If any of the Class A Members does not elect to purchase their full Pro Rata Share of the offered LLC Interests, the LLC shall offer the Class A Members that have elected to purchase their full Pro Rata Shares of such LLC Interests the opportunity to increase the number of such LLC Interests they wish to subscribe for by an amount equal to their Pro Rata Shares (excluding for such calculation the LLC Interests of any Member who has not subscribed for its respective full Pro Rata Share) of the unsubscribed portion of such LLC Interests. This process shall be repeated as often as necessary until either the Class A Members have subscribed for all of the LLC Interests offered or no Class A Member has exercised its right to subscribe for such additional LLC Interests. Any LLC Interests not subscribed for by the Class A Members pursuant to the foregoing may be issued by the Managing Member in accordance with the terms previously described by the Managing Member. From time to time and at any time, the Class A Members may assign their rights to purchase LLC Interests pursuant to this Section 5.10 to their Affiliates.
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Examples of The Managing Member in a sentence

  • The Managing Member and the Preferred Equity Member are the sole members of the Company.

  • The Managing Member is not required to make any additional contribution to the capital of the Company.

  • The Managing Member Interest shall have the rights and powers of the Managing Member specified herein and the rights to distributions set forth in Section 13 below and any distribution upon dissolution of the Company as described in Section 19.

  • The Managing Member is deemed to have contributed $10.00 in cash, and no other property, to the capital of the Company.

  • The Managing Member may from time to time change the registered agent or registered office by an amendment to the Certificate of Formation of the Company.

  • The Managing Member shall cause the Company to do or cause to be done all things necessary to preserve and keep in full force and effect its existence, rights (charter and statutory) and franchises until all of obligations of the Company under the Operative Documents have been performed in full.

  • The Managing Member hereby continues as, and the Preferred Equity Member is hereby admitted as, a member of the Company upon its execution and delivery of this Agreement.

  • The Managing Member may appoint, employ or otherwise contract with any persons or entities for the transaction of the business of the Company or the performance of services for or on behalf of the Company, and the Managing Member may delegate to any such person or entity such authority to act on behalf of the Company, as the Managing Member may from time to time deem appropriate.

  • The Managing Member may proceed to terminate the Agreement based on that recommendation.

  • The Managing Member may appoint, employ or otherwise contract with any persons or entities for the transaction of the business of the Company or the performance of services for or on behalf of the Company, and the Managing Member may delegate to any such person or entity such authority to act on behalf of the Company, including without limitation by executing any power of attorney, as the Managing Member may from time to time deem appropriate.


More Definitions of The Managing Member

The Managing Member shall maintain the Members' Capital Accounts in accordance with the terms and provisions of this Agreement. However, in the event any Member disputes in an appropriate judicial proceeding the determination of its Capital Account, an independent de novo determination of the Members' Capital Accounts shall be made .
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The Managing Member shall maintain the Members' capital accounts in accordance with the Internal Revenue Code (the "Code") Section 704(b) and with Treasury Regulation Section 1.704-1(b). In the event the Managing Member shall determine that it is prudent to modify the manner in which the capital accounts, or any debits or credits thereto, are computed in order to comply with such Regulations, the Managing Member may make such modification, provided that it is not likely to have a material effect on the amounts distributable to any Member pursuant to Article Seven hereof or upon the dissolution of the Company.
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The Managing Member s actions in causing the formation of the Company are hereby ratified, adopted and approved, and the Managing Member is hereby authorized to file and record any amendments to the Certificate of Formation and such other documents as may be required or appropriate under the Delaware Act or the laws of any other jurisdiction in which the Company may conduct business or own property.
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The Managing Member shall deliver a copy of the Certificate and any amendment thereto to any Member who so requests.
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The Managing Member shall admit as Employee Members only Persons who at the time of their admission are officers, directors, employees or consultants of the Managing Member, Xxxxxxx Pacific or any of their Affiliates. New Members shall be admitted at the time when all conditions to their admission have been satisfied, as determined by the Managing Member, and their identity, Membership Interests and Contributions (if any) under Section 8.02 have been established by amendment of this Agreement, SCHEDULE A and/or the Units Schedule. Existing Members shall have no preemptive or similar right to subscribe to the purchase of new Membership Interests in the LLC.
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The Managing Member shall: (i) determine the El Paso Applicable Rate for each Eurodollar Period for each El Paso Loan made by Chaparral, and shall notify El Paso and each of the Members of each such determination and (ii) at the request of Mesquite or any Subsidiary of Mesquite, determine the El Paso Applicable Rate for each Eurodollar Period for each El Paso Loan made by Mesquite or any such Subsidiary, as the case may be, and shall notify El Paso, each of the Members and Mesquite or such Subsidiary (as applicable) of each such determination.
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Related to The Managing Member

  • Managing Member means CEF Equipment Holding, L.L.C., a Delaware limited liability company or any successor Managing Member under the Issuer Limited Liability Company Agreement.

  • Non-Managing Member means any Member other than the Managing Member (except to the extent the Managing Member holds Non-Managing Member Units).

  • The Manager The Borrower" and "Certain Legal Aspects of the Mortgage Loan," and such sections (and any other sections reasonably requested) do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, (B) indemnifying Lender (and for purposes of this Section 9.2, Lender hereunder shall include its officers and directors) or any Affiliate of Lender ("Lehman") that has filed the registration statement relating to the xxxxxxtization (the "Registration Statement"), each of its directors, each of its officers who have signed the Registration Statement and each Person or entity who controls the Affiliate within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the "Lehman Group"), and Lehman, each of its directors and each Person wxx xxxtrols Lehman wxxxxx the meaning of Section 15 of the Securities Act and Sxxxxxx 20 of the Exchange Act (collectively, the "Underwriter Group") for any losses, claims, damages or liabilities (collectively, the "Liabilities") to which Lender, the Lehman Group or the Underwriter Group may become subject insofar as xxx Xiabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in such sections or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated in such sections or necessary in order to make the statements in such sections or in light of the circumstances under which they were made, not misleading and (C) agreeing to reimburse Lender, the Lehman Group and the Underwriter Group for any legal or other expenxxx xxasonably incurred by Lender and Lehman in connection with investigating or defending the Liabilitiex; xxxvided, however, that Borrower will be liable in any such case under clauses (B) or (C) above only to the extent that any such loss claim, damage or liability arises out of or is based upon any such untrue statement or omission made therein in reliance upon and in conformity with information furnished to Lender by or on behalf of Borrower in connection with the preparation of the memorandum or prospectus or in connection with the underwriting of the debt, including, without limitation, financial statements of Borrower, operating statements, rent rolls, environmental site assessment reports and property condition reports with respect to the Property. This indemnity agreement will be in addition to any liability which Borrower may otherwise have. Moreover, the indemnification provided for in Clauses (B) and (C) above shall be effective whether or not an indemnification certificate described in (A) above is provided and shall be applicable based on information previously provided by Borrower or its Affiliates if Borrower does not provide the indemnification certificate.

  • General Partner has the meaning set forth in the Preamble.

  • Managing Partner means KKR Management LLC, a Delaware limited liability company.

  • Sub-Manager Any Person with which the Property Manager or the Special Servicer has entered into a Sub-Management Agreement.

  • Managing General Partner means the managing general partner of the Merging Entity where such Merging Entity is a limited partnership.

  • the Members means the members of the Club admitted from time to time to membership of the Club in accordance with Rule 5;

  • City’s Manager means a manager who at the relevant time carries such designation from the City under, or in accordance with, ARTICLE 5;

  • Individual Member means a registered, financial Member of the Club who is at least 18 years of age.

  • Panel Member ’ means a member of a panel;

  • Voting Member means a Member holding one or more Voting Shares.

  • State Management Committee means a Committee comprising representatives from the Confederation of Western Australian Industry, the Trades and Labor Council of Western Australia, Technical and Further Education (TAFE) and the relevant Federal and State Government Departments which approve traineeship arrangements by agreement of each of the parties. The State Management Committee may be established pursuant to the provisions of the Industrial and Commercial Training Act, 1975 or any amendment to or substitution of that Act, provided that any Committee or body established in lieu of the State Management Committee has the same representatives structure and decision making processes as that Committee.

  • Special Member means, upon such person's admission to the Company as a member of the Company pursuant to Section 5(c), a person acting as Independent Director, in such person's capacity as a member of the Company. A Special Member shall only have the rights and duties expressly set forth in this Agreement.

  • Council Member means a member of the Council;

  • Initial Member has the meaning set forth in the introductory paragraph.

  • Manager has the meaning set forth in 2.1.

  • Managing entity means the managing agent or, if there is no managing agent, the time-share

  • Sole Member means the Person listed on Schedule A hereto, as amended from time-to-time, who owns the sole Membership Interest in the Company upon such terms and conditions as provided in this Agreement and under the Act.

  • Management Committee means in the case of a Competition which is an unincorporated association, the management committee elected to manage the running of the Competition and where the Competition is incorporated it means the Board of Directors appointed in accordance with the articles of association of that company.

  • Asset Management Company/UTI AMC/AMC/Investment Manager means the UTI Asset Management Company Limited incorporated under the Companies Act, 1956, (1 of 1956) replaced by The Companies Act, 2013 (No. 18 of 2013) and approved as such by Securities and Exchange Board of India (SEBI) under sub-regulation (2) of Regulation 21 to act as the Investment Manager to the schemes of UTI Mutual Fund;

  • Investment Committee means the committee in charge of investment aspects of the Plan, as described in Article VII.

  • Managing Owner as used only in this Section 4.7 shall include, in addition to the Managing Owner, any other Covered Person performing services on behalf of the Trust and acting within the scope of the Managing Owner’s authority as set forth in this Trust Agreement.

  • Board of Managers means the Board of Managers of the Company.

  • A Member means a companion, fellow, member, honorary member, associate or affiliate of the Society

  • ☐ - MULTI-MEMBER The “Capital Account” for each Member shall mean the account created and maintained for the Member in accordance with Section 704(b) of the Internal Revenue Code and Treasury Regulation Section 1.704-1(b)(2)(iv).