Transfer Member definition
Examples of Transfer Member in a sentence
The Transfer Member agrees, and the Non-Transfer Member agrees to cause the Subject Subsidiary, to use commercially reasonable efforts to cause any applicable conditions precedent to be satisfied as expeditiously as possible.
The Non-Transfer Member shall have 30 days following delivery of the Transfer Notice during which to notify the Transfer Member whether or not it desires to exercise such right of first offer.
Except for a Permitted Transfer, Member may not assign, sell, sublease, pledge, mortgage or otherwise transfer (a “Transfer”) any Membership.
The Credit Transfer Member shall reimburse the Company or any Subsidiary, as applicable, for reasonable and documented costs and expenses incurred in connection with the matters described in Section 5.1(c) or Section 5.1(d).
Each Non-Transfer Member shall have thirty (30) days following delivery of the Transfer Notice to notify the Transfer Member and all other Non-Transfer Members whether or not it desires to exercise such right of first offer to purchase the Subject Equity Interest.
The Transfer Member agrees, and the applicable Non-Transfer Member agrees to cause the Subject Subsidiary, to use commercially reasonable efforts to cause any applicable conditions precedent to be satisfied as expeditiously as possible.
The Acceptance Notice shall state (i) the amount of Transfer Interests that the Remaining Member will purchase and (ii) evidence (reasonably satisfactory to the Transfer Member) that such election to purchase is either fully financed or subject to a bona fide third party commitment (subject only to customary "market out" and funding conditions) to finance such purchase.
At any time during the Offer Period, the Remaining Member may accept the offer by notifying the Transfer Member in writing that the Remaining Member intends to purchase all, but not less than all, of the Transferor Interest.
For the avoidance of doubt, any amount distributed to a Credit Transfer Member pursuant to Section 5.3(b)(i) shall not be eligible to offset a capital call obligation pursuant to this Section 5.3(b)(ii).
If a party is unable to agree on the fair market value of the Company's property, it shall be handled by arbitration in the manner set out in Sub-Section 12.15 of this Agreement, and one arbitrator shall be made available to a member other than the Transfer Member who may be selected by the Transfer Member or his/her personal representative.