Majority Member Clause Samples

Majority Member. 10 1.72 Member. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 1.73
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Majority Member. In connection with the closing of the purchase of the Bloom Preferred Shares, SK will become a Member of the Company due to SK, after the date of this Agreement, paying to Bloom $310,957,102 for the Bloom Preferred Shares and directing Bloom to issue the Bloom Preferred Shares to the Company, and a total amount of $311,957,202 (which includes the foregoing purchase price, $1,000,000 for the operational and other out-of-pocket expenses of SK incurred in connection with its capital contribution and related expenses, and $100 for SK’s initial capital contribution to the Company for 1,000 Common Membership Interests pursuant to the Prior LLC Agreement) will be treated as a capital contribution to the Company. As a result thereof, the Majority Member will be credited with 13,491,701 Class A Common Membership Interests.
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Majority Member. 10 1.72 Member...............................................................11 1.73
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Majority Member. (a) The Majority Member is hereby appointed, authorized and empowered to act as representative, for the benefit of all Members, as the exclusive agent and attorney-in-fact to act on behalf of the Members, in connection with and to facilitate the consummation of the Transactions, which shall include the power and authority: (i) to take any and all actions (including executing and delivering any documents, making any disbursements or distributions, incurring any costs and expenses for the account of the Members, exercising such rights, power and authority, and making any and all decisions and determinations required by this Agreement and the other Transaction Documents) under this Agreement or any of the other Transaction Documents, such actions being deemed as taken by each Member (as applicable) and which shall be absolutely and irrevocably binding on each Member as if such Member personally or in its corporate capacity had taken such action, exercised such rights, power or authority or made such decision or determination in such Member’s individual or corporate capacity, as applicable; (ii) as the representative, to enforce and protect the rights and interests of the Members and to enforce and protect the rights and interests of the Majority Member arising out of or under or in any manner relating to this Agreement and the other Transaction Documents, and each other agreement, document, instrument or certificate referred to herein or therein or the Transactions, and to take any and all actions which the Majority Member believes are necessary or appropriate under this Agreement and/or the other Transaction Documents for and on behalf of the Members, including asserting or pursuing any claim, action, proceeding or investigation against Parents, Merger Subs and/or the Company; and (iii) to refrain from enforcing any right of Members and/or the Majority Member arising out of or under or in any manner relating to this Agreement or any other Transaction Document in connection with the foregoing; provided, however, that no such failure to act on the part of the Majority Member, except as otherwise provided in this Agreement or in the other Transaction Documents, shall be deemed 1440241.11A-WASSR01A - MSW a waiver of any such right or interest by the Majority Member or the Members unless such waiver is in writing signed by the waiving party or by the Majority Member. (b) The Majority Member shall distribute any monies it receives pursuant to this Agreement which ...
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Majority Member. (a) As further defined in “Exhibit A” to this Agreement, the University and its successors or assigns shall be the Majority member in DU Solar LLC. This Majority status shall be maintained through any subsequent sale or assignment of any share for the Term of this agreement. At no time shall the University fall below a majority interest (50.1%) in the company. (b) The Majority Member shall at all times have majority voting interests in all matters under this Agreement. (c) The University of Denver shall at all times retain a majority voting interest in the Company. (d) The University of Denver reserves the right to develop future solar projects in support of the Purpose of this agreement. In any future development, DU Solar Inc. shall be the Majority Member. (e) The Majority Member may appoint and delegate responsibilities to such officers and other agents, as it deems appropriate in its sole discretion.
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Related to Majority Member

  • Managing Member Unless otherwise expressly provided in this Agreement, the Managing Member or any of its Affiliates who hold any Interests shall not be entitled to vote in its capacity as holder of such Interests on matters submitted to the Members for approval, and no such Interests shall be deemed Outstanding for purposes of any such vote.

  • Interest Holders The Administrative Agent may treat each Lender, or the Person designated in the last notice filed with the Administrative Agent, as the holder of all of the interests of such Lender in its portion of the Loans and in its Note until written notice of transfer, signed by such Lender (or the Person designated in the last notice filed with the Administrative Agent) and by the Person designated in such written notice of transfer, in form and substance satisfactory to the Administrative Agent, shall have been filed with the Administrative Agent.

  • Shareholders' Agent (a) At the Closing, VenGrowth Private Equity Partners Inc. shall be constituted and appointed as the Shareholders’ Agent. For purposes of this Agreement, the term “Shareholders’ Agent” shall mean the agent for and on behalf of the Closing Company Shareholders to: (i) give and receive notices and communications to or from Acquiror (on behalf of itself of any other Indemnified Person) relating to this Agreement or any of the transactions and other matters contemplated hereby or thereby (except to the extent that this Agreement expressly contemplates that any such notice or communication shall be given or received by such shareholders individually); (ii) enter into this Agreement, the General Escrow Agreement and the Separate Escrow Agreement and authorize deliveries to the Indemnified Persons of cash from the Escrow Fund in satisfaction of claims asserted by Acquiror (on behalf of itself or any other Indemnified Person, including by not objecting to such claims); (iii) object to such claims pursuant to Section 9.6, (iv) consent or agree to, negotiate, enter into, or, if applicable, prosecute or defend, settlements and compromises of, and comply with orders of courts with respect to, such claims; (v) provide any consents hereunder, including with respect to any proposed settlement of any claims or agree to any amendment to this Agreement, and (vi) take all actions necessary or appropriate in the judgment of the Shareholders’ Agent for the accomplishment of the foregoing, in each case without having to seek or obtain the consent of any Person under any circumstance. The Person serving as the Shareholders’ Agent may be replaced from time to time by the holders of a majority in interest of the cash then on deposit in the Escrow Fund upon not less than ten days’ prior written notice to Acquiror and the Person serving as the Shareholders’ Agent; provided, however, that any person serving as the Shareholders’ Agent shall not be an employee of Acquiror or any subsidiary thereof. The Shareholders’ Agent shall have the right to resign upon giving ten days’ prior written notice to Acquiror, and a new Person shall be appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund, subject to the limitation hereinabove, such appointment to be effective the later of (A) immediately upon resignation of the prior Shareholders’ Agent or (B) the date the Shareholders’ Agent is appointed by the holders of a majority in interest of the cash then on deposit in the Escrow Fund. No bond shall be required of the Shareholders’ Agent, and the Shareholders’ Agent shall receive no compensation for his services.

  • FINRA Member Shareholders There are no affiliations with any FINRA member firm among the Company’s officers, directors or, to the knowledge of the Company, any five percent (5%) or greater stockholder of the Company, except as set forth in the Registration Statement, the Base Prospectus, any Prospectus Supplement or the Prospectus.

  • Stockholders’ Agent (a) At least 5 Business Days prior to the Closing Date the Company shall appointed an agent reasonably acceptable to Parent (the “Stockholders Agent”) to act as agent for and on behalf of the Company Stockholders with the exclusive authority to give and receive notices and communications pursuant to the terms of this ARTICLE 9 solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Parties, to authorize delivery to the Parent Indemnified Parties of the Escrow Shares in satisfaction of indemnification claims by the Parent Indemnified Parties as contemplated by Section 9.3, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and take legal actions and comply with orders of courts and awards of arbitrators with respect to indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied solely by the delivery of Escrow Shares, and to take all actions necessary or appropriate in the judgment of the Stockholders Agent for the accomplishment of the foregoing; provided, however, that notwithstanding the foregoing, the Stockholder Agent shall have no power or authority to take any of the foregoing actions for or on behalf of any Company Stockholder in respect of any indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied other than by the delivery of Escrow Shares to the applicable Parent Indemnified Parties. No bond shall be required of the Stockholders Agent, and the Stockholder Agent shall receive no compensation for services rendered. Notices or communications to or from the Stockholders Agent shall constitute notice to or from each of the Company Stockholders solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Parties. (b) The Stockholders Agent shall not be liable for any act done or omitted hereunder in his capacity as Stockholders Agent, except to the extent it has acted with gross negligence or willful misconduct, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence that he did not act with gross negligence or willful misconduct. The other Company Stockholders shall severally and not jointly indemnify the Stockholders Agent and hold it harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Stockholders Agent and arising out of or in connection with the acceptance or administration of the duties hereunder, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Stockholders Agent (“Outstanding Stockholders Agent Expenses”). If not paid directly to the Stockholders Agent by the Company Stockholders, such losses, liabilities or expenses may be recovered by the Stockholders Agent from the Escrow Shares (if any) that otherwise would be distributed to the Company Stockholders following the Initial Escrow Release Date after giving effect to, and satisfaction of, all claims for indemnification made by the Parent Indemnified Parties pursuant to ARTICLE 9, and such recovery (if any) of Outstanding Stockholders Agent Expenses from such Escrow Shares will be made from the Company Stockholders according to their respective Pro Rata Shares. (c) A decision, act, consent or instruction of the Stockholders Agent shall constitute a decision of all the Company Stockholders and shall be final, binding and conclusive upon each of the Company Stockholders, and the Escrow Agent and Parent may rely upon any decision, act, consent or instruction of the Stockholders Agent as being the decision, act, consent or instruction of each of the Company Stockholders. The Escrow Agent and Parent are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Stockholders Agent.