Examples of Transocean Member in a sentence
Transocean grants to the Company a nontransferable, nonexclusive, royalty-free right and license to use the Transocean Marks for so long as Transocean controls the Transocean Member (as defined in the LLC Agreement).
Notwithstanding anything to the contrary in this Agreement or any duty otherwise existing at law or equity, the existence of the conflicts of interest described in the IPO Registration Statement and any actions of the Transocean Member or any of its Affiliates or Associates or any other Indemnitee taken in connection therewith are hereby approved by all Members and shall not constitute a breach of this Agreement or of any duty.
The Initial Transocean Member has caused the Certificate of Formation to be filed with the Registrar of Corporations of the Xxxxxxxx Islands as required by the Xxxxxxxx Islands Act.
At the Effective Time, by virtue of the Merger, (A) the Company Common Units that are held by Parent, Holdings or Merger Sub or by any Subsidiary of Parent immediately prior to the Effective Time (the “Excluded Common Units”), (B) the Subordinated Units, (C) the Transocean Member Interest and (D) the Incentive Distribution Rights shall remain outstanding as Membership Interests in the Surviving Entity, unaffected by the Merger.
Any indemnification pursuant to this Section 7.15 shall be made only out of the assets of the Company, it being agreed that the Transocean Member shall not be personally liable for such indemnification and shall have no obligation to contribute or loan any monies or property to the Company to enable it to effectuate such indemnification.
At Vendor’s request, Dealer will keep all such financial information confidential and will not disclose it to any other party except in accordance with the requirements of section 12 of the Terms.
In this regard, the Initial Transocean Member will be treated as having made Capital Contributions to the Company to the extent of the excess of (i) the Net Agreed Value of the Company’s proportionate share of the assets so transferred or assigned, over (ii) the consideration paid by the Company to the Initial Transocean Member in connection with this initial contribution.
Any determination by the Transocean Member or any of its Affiliates to enter into such contracts shall, in each case, be at its option.
Such removal shall be effective immediately following the admission of a successor Transocean Member pursuant to Section 10.3. Any successor Transocean Member elected in accordance with the terms of this Section 11.2 shall be subject to the provisions of Section 10.3.
The Liquidator (if other than the Transocean Member) shall agree not to resign at any time without 15 days’ prior notice and may be removed at any time, with or without cause, by notice of removal approved by holders of at least a majority of the Outstanding Common Units and Subordinated Units, voting as a single class.