Exchanging Members definition

Exchanging Members has the meaning set forth in Section 8.3(a).
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Exchanging Members shall have the meaning specified in Section 8.5.
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Exchanging Members mean the holders of membership interests in Investing listed on Schedule I hereto.
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Examples of Exchanging Members in a sentence

  • Amounts that were attributable to these Exchanging Members' prior interest in NFI previously shown as non-controlling interest on the Company’s consolidated balance sheets have been reclassified to Class A shares.

  • Pursuant to the Mutual Agreement, the Exchanging Members agreed to deliver a block redemption notice in accordance with the Amended and Restated Limited Liability Company Agreement of NFI (the “NFI LLCA”) with respect to all of the NFI LLC Units, together with an equal number of Class B shares of NFE, that such Exchanging Members indirectly own as members of New Fortress Energy Holdings.

  • At the same time, there would also be a corresponding cash distribution to the Non-Exchanging Members.Upon receipt of all necessary regulatory approvals, the Exchanging Members will exchange a portion of their ATCLLC Units for ATC Holdco Units.

  • Assuming that Exchanging Members are able to exchange all their ATCLLC Units at this time, the ATC group structure will be as reflected below and in Exhibit 8.

  • While the Exchanging Members will now hold their interests in ATCLLC indirectly, through ATC Holdco, the ultimate owners and operation of ATCLLC will not change as a result of the Transaction.

  • These exchanges were made solely for the benefit of the Exchanging Members and no proceeds will go to Reporting Person in connection therewith.

  • The distribution will enable the Non-Exchanging Members to receive the benefit of their investments in DATC and its subsidiaries to date.6At least a year and a day later, ATCLLC will distribute its remaining 1% interest in DATC to ATC Holdco and the Exchanging Members with a deemed contribution by the Exchanging Members of their share of such interest to ATC Holdco.

  • Similarly, the Development Manager will issue a de minimis number of shares to the Exchanging Members in proportion to their ownership of Holdco Units.

  • The result of the proposed Reorganization is the Non-Exchanging Members retaining their interests in ATCLLC; the Exchanging Members holding their interests in ATCLLC through ATC Holdco; and the Exchanging Members also holding interests in the development-related business through ATC Holdco.

  • An offer under Rule 9 of the Code must be made in cash and at the highest price paid by the person required to make the offer, or any person acting in concert with him, for any interest in shares of the company during the 12 months prior to the announcement of the offer.

Related to Exchanging Members

  • Exchanging Member means a Member that Exchanges some or all of its Units.

  • Exchanging Partner has the meaning set forth in Section 2.1 hereof.

  • Founding Members means those public school districts, cities, counties, and other governmental units that are signatories to the Joint Powers Agreement and have a voting member serving on the JPA's Board of Directors.

  • Class B Members means any Persons to whom Class B Membership Units are issued, and any assignee or transferee of such Persons permitted under the terms of this Agreement, and any other Person admitted to the Company in the future as a Class B Member pursuant to the terms hereof. The names of the Class B Members, and the Percentage Interests allocated to each such Class B Member, shall be reflected in the books and records of the Company.

  • Class B Member means a Member holding one or more Class B Ordinary Shares.

  • Voting Members has the meaning set forth in Section 4.07(b).

  • Founding Member means any individual who is either:

  • Initial Members means those Persons whose names are set forth in the first sentence of this Agreement. A reference to an “Initial Member” means any of the Initial Members.

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

  • Trading Member means a Person who has been approved by Nadex to trade directly and not through a FCM Member on the Market, and does not include any FCM Member.

  • Class A Members means those Members who have purchased Class A Interests.

  • Selling Member has the meaning set forth in Section 10.5(a).

  • Investor Limited Partner means any Limited Partner so designated at the time of its admission as a partner of the Partnership.

  • Non-Voting Member means a member of a Committee or Sub- Committee of the Council who is not a member of the Council and is not entitled to vote on any matter coming before that Committee or Sub- Committee;

  • Trading Partner means an entity that has registered with the Commission to exchange data through Electronic Data Interchange.

  • Investor Members mean those Persons who acquire Interests in the Initial Offering or Subsequent Offering and their successors and assigns admitted as Additional Economic Members.

  • Membership Interests has the meaning set forth in the recitals.

  • Remaining Members has the meaning set forth in Section 11.2.

  • Majority Members means Members holding a majority of the Units owned by all Members or if there is only one Member, such Member.

  • Members’ Percentage Interests means the ownership percentage interests as mentioned in Section I of this Agreement. During each fiscal year, the net profits and net losses of the Company (other than from capital transactions), and each item of income, gain, loss, deduction, or credit entering into the computation thereof, shall be credited or charged, as the case may be, to the capital accounts of each Member(s) in proportion to the Members' Percentage Interests. The net profits of the Company from capital transactions shall be allocated in the following order of priority: (a) to offset any negative balance in the capital accounts of the Member(s) in proportion to the amounts of the negative balance in their respective capital accounts, until all negative balances in the capital accounts have been eliminated; then (b) to the Member(s) in proportion to the Members’ Percentage Interests. The net losses of the Company from capital transactions shall be allocated in the following order of priority: (a) to the extent that the balance in the capital accounts of any Member(s) are in excess of their original contributions, to such Member(s) in proportion to the excess balances until all such excess balances have been reduced to zero; then (b) to the Member(s) in proportion to the Members’ Percentage Interests. The cash receipts of the Company shall be applied in the following order of priority: (a) to the payment of interest or amortization on any mortgages on the assets of the Company, amounts due on debts and liabilities of the Company other than those due to any Member(s), costs of the construction of the improvements to the assets of the Company and operating expenses of the Company; (b) to the payment of interest and establishment of cash reserves determined by the Member(s) to be necessary or appropriate, including without limitation, reserves for the operation of the Company’s business, construction, repairs, replacements, taxes and contingencies; and (d) to the repayment of any loans made to the Company by any Member(s). Thereafter, the cash receipts of the Company shall be distributed among the Member(s) as hereafter provided. Except as otherwise provided in this Agreement or otherwise required by law, distributions of cash receipts of the Company, other than from capital transactions, shall be allocated among the Member(s) in proportion to the Members’ Percentage Interests. Except as otherwise provided in this Agreement or otherwise required by law, distributions of cash receipts from capital transactions shall be allocated in the following order of priority: (a) to the Member(s) in proportion to their respective capital accounts until each Member(s) has received cash distributions equal to any positive balance in their capital account; then (b) to the Member(s) in proportion to the Members' Percentage Interests. It is the intention of the Member(s) that the allocations under this Agreement shall be deemed to have “substantial economic effect” within the meaning of Section 704 of the Internal Revenue Code and Treas. Reg. Section 1.704-1. Should the provisions of this Agreement be inconsistent with or in conflict with Section 704 of the Code or the Regulations thereunder, then Section 704 of the Code and the Regulations shall be deemed to override the contrary provisions thereof. If Section 704 of the Regulations at any time require that limited liability company operating agreements contain provisions which are not expressly set forth herein, such provisions shall be incorporated into this Agreement by reference and shall be deemed a part of this Agreement to the same extent as though they had been expressly set forth herein.

  • Equity Member means each member of the Respondent team that will contribute equity as part of the financing of the Project.

  • Preferred Member means a Member holding Preferred Units.

  • Class B Stockholder means (i) the registered holder of a share of Class B Common Stock at the Effective Time and (ii) the initial registered holder of any shares of Class B Common Stock that are originally issued by the Corporation after the Effective Time.

  • Stockholder Group means the Stockholder and each Person (other than any member of the Company Group) that is an Affiliate of the Stockholder.

  • Common Unitholder means a Member who is the registered holder of Common Units.

  • New Members As Defined By the Public Employees’ Pension Reform Act of 2013 (PEPRA)