If Less Than All Preferred Members Are Participating Members Clause Samples

If Less Than All Preferred Members Are Participating Members. If less than all Preferred Members are Participating Members, then following the Bid Deadline, the Non-Participating Members shall use their commercially reasonable efforts in good faith to select by mutual agreement the bid that obtains the greatest aggregate value for the Members (taking into account factors such as type and amount of consideration, timing of the payment of such consideration, the amount of after-tax proceeds, closing conditions, indemnification terms and consistent treatment of Preferred Members) and to negotiate for execution definitive transaction agreements for the sale of the Auctioned Equity with the maker of such bid; provided, that, the Non-Participating Members may not agree to terms that disproportionately favor the Non-Participating Members over the Participating Members without the prior written approval of each Participating Member, such approval not to be unreasonably withheld. No Participating Member or any Affiliate of a Participating Member may review any submitted bid (or any analysis relating thereto) or any draft transaction agreement, or negotiate with any bidder.
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If Less Than All Preferred Members Are Participating Members. If less than all Preferred Members are Participating Members, then the Non-Participating Members shall use their commercially reasonable efforts in good faith to select and hire by mutual agreement, within 30 days of the end of the Negotiation Period, a nationally recognized investment bank (the “Investment Bank”) to conduct the Auction, on terms and conditions that are reasonably acceptable to each Non-Participating Member and subject to the prior written approval of each Participating Member, if any, such approval not to be unreasonably withheld. If the Non-Participating Members are unable to select and hire the Investment Bank within 30 days of the end of the Negotiation Period, then the Investment Bank shall be selected and hired by a majority of the independent Managers of the Company within 60 days of the end of the Negotiation Period. If a majority of the independent Managers of the Company are unable to select and hire the Investment Bank within 60 days of the end of the Negotiation Period or if there are no independent Managers of the Company, then the Investment Bank shall be selected and hired by arbitration in Los Angeles, California, before a sole arbitrator. The arbitration shall be administered by JAMS pursuant to its Streamlined Arbitration Rules & Procedures. The arbitrator’s decision shall be final and binding upon the parties, and may be entered and enforced in any court of competent jurisdiction by any Non-Participating Member. The arbitrator’s expenses shall be borne by the Company.
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Related to If Less Than All Preferred Members Are Participating Members

  • Management Members and Shares 8 2.1 Rights and Duties of the Manager. 8 2.2 Officers 9 2.3 Members. 9

  • The Participating Interests Each Lender (other than the Lender acting as L/C Issuer in issuing the relevant Letter of Credit), by its acceptance hereof, severally agrees to purchase from the L/C Issuer, and the L/C Issuer hereby agrees to sell to each such Lender (a “Participating Lender”), an undivided percentage participating interest (a “Participating Interest”), to the extent of its Percentage, in each Letter of Credit issued by, and each Reimbursement Obligation owed to, the L/C Issuer. Upon any failure by the Borrower to pay any Reimbursement Obligation at the time required on the date the related drawing is to be paid, as set forth in Section 1.3(c) above, or if the L/C Issuer is required at any time to return to the Borrower or to a trustee, receiver, liquidator, custodian or other Person any portion of any payment of any Reimbursement Obligation, each Participating Lender shall, not later than the Business Day it receives a certificate in the form of Exhibit A hereto from the L/C Issuer (with a copy to the Administrative Agent) to such effect, if such certificate is received before 1:00 p.m. (Chicago time), or not later than 1:00 p.m. (Chicago time) the following Business Day, if such certificate is received after such time, pay to the Administrative Agent for the account of the L/C Issuer an amount equal to such Participating Lender’s Percentage of such unpaid or recaptured Reimbursement Obligation together with interest on such amount accrued from the date the related payment was made by the L/C Issuer to the date of such payment by such Participating Lender at a rate per annum equal to: (i) from the date the related payment was made by the L/C Issuer to the date two (2) Business Days after payment by such Participating Lender is due hereunder, the Federal Funds Rate for each such day and (ii) from the date two (2) Business Days after the date such payment is due from such Participating Lender to the date such payment is made by such Participating Lender, the Base Rate in effect for each such day. Each such Participating Lender shall thereafter be entitled to receive its Percentage of each payment received in respect of the relevant Reimbursement Obligation and of interest paid thereon, with the L/C Issuer retaining its Percentage thereof as a Lender hereunder. The several obligations of the Participating Lenders to the L/C Issuer under this Section 1.3 shall be absolute, irrevocable, and unconditional under any and all circumstances whatsoever and shall not be subject to any set-off, counterclaim or defense to payment which any Participating Lender may have or have had against the Borrower, the L/C Issuer, the Administrative Agent, any Lender or any other Person whatsoever. Without limiting the generality of the foregoing, such obligations shall not be affected by any Default or Event of Default or by any reduction or termination of any Commitment of any Lender, and each payment by a Participating Lender under this Section 1.3 shall be made without any offset, abatement, withholding or reduction whatsoever.

  • Initial Members The initial members of the LLC, their initial capital contributions, and their percentage interest in the LLC are: Initial Percentage Interest Capital Members in LLC Contribution

  • Other Members The Council or a committee may invite the attendance of any persons whose special knowledge would be of assistance. Such persons shall not have the power to vote.

  • New Members No person may be admitted as a member of the Company without the approval of the Member.