Second Member definition

Second Member has the meaning set forth in Section 5.6(a) hereof.
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Second Member has the meaning set forth in the Recitals. Section 705(a)(2)(B) Expenditures: means non-deductible expenditures of the Company that are described in Section 705(a)(2)(B) of the Code, and organization and syndication expenditures and disallowed losses to the extent that such expenditures or losses are treated as expenditures described in Section 705(a)(2)(B) of the Code pursuant to Treas. Reg. § 1.704-1(b)(2)(iv)(i).
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Second Member shall have the meaning attributed to it in Section 4.3.
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Examples of Second Member in a sentence

  • The proportionate sale right specified in this Section 11.1(c) shall be exercisable by written notice given by the Second Member to the Selling Member during the same thirty (30) day period in which the Second Member may make the First Offer contemplated under Section 11.1(b).

  • Within thirty (30) days after its receipt of the Section 11.1 Notice, the Second Member shall have the right to offer to purchase (the “First Offer”) all, but not less than all, the Offered Interest at a price payable only in case (the “First Offer Price”) and on such other terms and conditions as shall be set forth in the First Offer.

  • The Selling Member shall not sell any of its Interest to the prospective purchaser unless such purchaser honors its obligation to purchase a proportionate Interest from the Second Member as provided herein.

  • The Second Member shall have the optional preferential right (to be exercised by notice to the First Member given no later than ninety days after the Second Member's receipt of the Disposition Notice) to acquire, for the same purchase price and on the same terms of any delayed payment that are set forth in the Disposition Notice, the Membership Interest that the First Member proposes to Dispose.

  • In the event a Member desires to Transfer all or any part of its Interest, such Members (the "Selling Member") shall first deliver a written notice (the "Section 11.1 Notice") to the other Member (the "Second Member") which notice shall specify the portion of the Selling Member's Interest to be sold (the "Offered Interest").

  • At the Second Member Discussion, the Members shall attempt to reach Unanimous Member Approval on the matter at issue.

  • Upon such designation, the designated Affiliate will be substituted in the place and stead of the Second Member for purposes of the Disposition provided for in Section 4.3(b)(i), but the Second Member will remain fully liable for making any and all payments due under Section 4.3(b)(ii).

  • Such communication shall, when taken in conjunction with the Second Member Sale Notice, be deemed to constitute a valid, legally binding and enforceable agreement for the sale and purchase of such Remaining Securities.

  • If the disagreement persists after the Second Member Discussion, either Member may declare a deadlock of the Members (a “Member Deadlock”).

  • Within thirty (30) days after its receipt of the Section 11.1 Notice, the Second Member shall have the right to offer to purchase (the “First Offer”) all, but not less than all, the Offered Interest at a price payable only in cash (the “First Offer Price”) and on such other terms and conditions as shall be set forth in the First Offer.


More Definitions of Second Member

Second Member has the meaning set forth in Section 11.3.
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Second Member has the meaning assigned to that term in the Preamble hereto.
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Second Member has the meaning assigned to that term in Recital C hereof.
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Related to Second Member

  • Lead Member shall, in the case of a joint venture, mean the member of such joint venture who shall have the authority to bind the contractor and each member of the Joint venture; and shall be deemed to be the Contractor for the purposes of this Agreement; the Lead Member shall itself undertake and perform at least 51% (fifty one per cent) of the total length of the Project Highway;

  • Tribal Member means an enrolled member of the Tribe.

  • Full Member means any person who is in one of the categories of membership referred to in Rule 10.3.

  • Individual Member means a registered, financial Member of the Club who is at least 18 years of age.

  • crew member means a person assigned by an operator to duty on an aircraft during a flight duty period;