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| 1. An “Affiliate” of a person means (1) any person directly or indirectly owning, controlling or holding the power to vote ten percent (10%) or more of the outstanding voting securities of the specified person; (2) any person ten percent (10%) or more of whose outstanding voting securities is directly or indirectly owned, controlled, or held with power to vote by the specified person; (3) any person directly or indirectly controlling, controlled by, or under common control with a specified person; (4) any officer, member, stockholder, partner, or director of the specified person; or (5) any person of which the specified person is an officer, member, stockholder, partner, or director of such person and any other person related to the specified person within the meaning of Code Sections 267(b) or 707(b)(1). |
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| NY: | |
| http://codes.lp.findlaw.com/nycode/NPC/1/101 | |
| New York Not-For-Profit Corporation Law(the “Nonprofit Act”) | |
| §708 - cite for board consents | |
| NJ: | |
| NJ Rev. Stat § 15A:6-7 of the New Jersey Nonprofit Corporation Act (the “Nonprofit Act”): (might be the pinpoint cite for board consents.) | |
| CA: |
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| 7.3 Purchase of Insurance Policies. Each Member shall purchase and maintain life insurance on the other Member for the purchase by the Member of a deceased Member’s Units as provided for in this Agreement. The Member shall use the proceeds of such insurance policies as may be necessary to fund the purchase of the deceased Member’s Units. | |
| 7.4 Member Purchase of Deceased Member’s Units. In the event of the death of a Member, the other Member shall purchase the deceased Member’s Units for an amount equal to the deceased Member’s pro-rata portion of the Stipulation of Value, subject to Section 7.6. | |
| 7.5 Member Purchase of Disabled Member’s Units. In the event of the Disability of a Member, the other Member may purchase the disabled Member’s Units (to the extent not purchased by the Company) for an amount equal to the disabled Member’s pro rata portion of the Stipulation of Value. Subject to Section 7.6, the purchase of such Units may be purchased for cash or at the election of the Member purchasing the Unit |
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| An individual is permanently and totally disabled if (1) the individual is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or that has lasted or can be expected to last for a continuous period of at least 180 days; or (2) the individual meets the insurer’s definition of "disabled" under any applicable disability policy maintained by the Company. | |
| This is edited from the original source citation: https://www.law.cornell.edu/uscode/text/26/22 |
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| Revenue (Gross Revenue or Net Revenue if there is a revenue recognition issue) | |
| -COGS/COS | |
| = Gross Profit | |
| -SG&A | |
| =EBITDA | |
| -Interest | |
| -Taxes | |
| -Depreciation | |
| -Amortization |
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