Examples of Xxxxx Members in a sentence
CORR and the Xxxxx Members agree that, prior to consummation of the actions contemplated by Section 12.3(a) and Section 12.3(b) of this Agreement, each such Member will use its commercially reasonable efforts to complete all required registrations, filings and notifications with, and obtain all required consents, approvals, or waivers from, any Governmental Authority or any third party as necessary for the consummation of such actions.
In order to process such exchange, the Xxxxx Members shall submit such written representations, investment letters, legal opinions or other instruments necessary, in CORR’s reasonable discretion, to effect compliance with the Securities Act of 1933, as amended (the “Securities Act”) and all relevant state securities or “blue sky” laws.
The Xxxxx Members shall have the right to designate one (1) person to represent each Crimson Manager at any Board meeting at which such Crimson Manager is unable to attend (each, an “Alternate Crimson Manager” and collectively, the “Alternate Crimson Managers”).
Each of the SL Equityholders and the Xxxxx Members shall have the exclusive right to enforce the rights and duties, or to waive such rights and duties, set forth in this Section 7.07(b), in each case so long as it meets the Limited Ownership Minimum.
The Company shall assume (as applicable) and pay all legal, formation, transaction and related expenses incurred by the Company and its Subsidiaries (including all such expenses incurred by the Xxxxx Members on behalf of the Company and its Subsidiaries).
Each of the SL Equityholders, the Temasek Equityholders and the Xxxxx Members shall have the exclusive right to enforce the rights and duties, or to waive such rights and duties, set forth in this Section 7.07(a), in each case so long as it meets the Limited Ownership Minimum.
If the Company does not accept any such comment, the Company shall notify the SL Equityholders, the Temasek Equityholders or the Xxxxx Members, as applicable, of that fact.
The Company shall consider in good faith all reasonable comments of the SL Equityholders, the Temasek Equityholders and the Xxxxx Members to such tax returns or reports.
If within five (5) days of such notification, the SL Equityholders, the Temasek Equityholders or the Xxxxx Members, as the case may be, request in writing a review of a rejected comment, the Company shall cause its regular tax advisors to review the comment and consult with the SL Equityholders, the Temasek Equityholders or the Xxxxx Members, as the case may be.
The Member Schedule shall be maintained by the Managing Member on behalf of the Company in accordance with this Agreement and, upon any subsequent update to the Member Schedule, the Managing Member shall promptly deliver a copy of such updated Member Schedule to the SL Equityholders, the Temasek Equityholders and the Xxxxx Members.