Additional Members. (a) In connection with a Transfer of Units, each Person who becomes a record holder of Units in accordance with, and as permitted by, the terms of this Agreement, in each case who is not already a Member, shall, in addition to complying with the requirements of the last sentence of Section 14.06, execute and deliver this Agreement or a counterpart of this Agreement and agree in writing to be bound by the terms and conditions of this Agreement that were applicable to the Transferor (including the restrictions on Transfer contained in this Article 9), and shall thereupon be admitted as an additional Member of the Company (an “Additional Member”). (b) Each Person who is issued new Units or other Equity Securities of the Company in accordance with the terms of this Agreement and who is not already a Member shall execute and deliver this Agreement or a counterpart of this Agreement and agree in writing to be bound by the terms and conditions of this Agreement (including the restrictions on Transfer contained in this Article 9), and shall thereupon be admitted as an Additional Member. (c) A Transferee of Units who is admitted as an Additional Member accepts, ratifies and agrees to be bound by all actions duly taken pursuant to the terms and provisions of this Agreement by the Company on or prior to the date on which such Transferee was admitted as an Additional Member and, without limiting the generality of the foregoing, specifically ratifies and approves all agreements and other instruments that may have been executed and delivered on behalf of the Company on or prior to such date that are in force and effect on such date. (d) Each Additional Member shall be named as a Member on Exhibit A. Unless and until admitted as an Additional Member, a Transferee of any Units, or a recipient of any newly issued Units or other Equity Securities of the Company, shall have no powers, rights or privileges of a Member of the Company. (e) Following any Transfer of record ownership of Units in accordance with this Article 9, the Transferee thereof shall be treated as having made all of the Capital Contributions in respect of, and received all of the distributions received in respect of, such Units on or prior to the date of such Transfer, and shall receive allocations and distributions in respect of such Units as if such Transferee had been a Member from the date of such Transfer. The distributive share of the Company’s income, gains, losses, deductions, credits and other items of a Member whose interest is disposed of, in whole or in part, shall be determined by the Board using any permissible method under Section 706 of the Code and the Treasury Regulations thereunder. (f) The Company shall maintain books for the purpose of registering the Transfer of Units. Upon a Transfer of any record ownership of Units, the Transferor thereof shall notify the Company so that such Transfer may be registered in the books of the Company. A Transfer of any record ownership of Units shall be effective upon registration of the Transfer in the books of the Company.
Appears in 5 contracts
Samples: Limited Liability Company Agreement (PF2 SpinCo, Inc.), Limited Liability Company Agreement (Change Healthcare Inc.), Limited Liability Company Agreement (Change Healthcare Inc.)
Additional Members. (a) In connection with a Transfer The Board of UnitsManagers may admit Additional Members on such terms and for such Capital Contributions as may be determined by the Board of Managers, each Person who becomes a record holder of Units in accordance withits sole and absolute discretion, and issue to such Additional Members Membership Interests or other limited liability company interests in the Company created pursuant to Section 4.2(a), as permitted bymay be approved by the Board of Managers; provided, that, to the terms of this Agreementextent that the Company shall issue to any Additional Member any Membership Interests or other limited liability company interest in the Company, CHS shall have the right (but not the obligation) to acquire additional Membership Interests (or such other limited liability company interests in the Company), in each case who is not already a case, having the same rights, powers, obligations and privileges (including with respect to Capital Contribution and distribution provisions) as the Membership Interests or other limited liability company interests issued to any such Additional Member, shallin each case, on the same terms and subject to the same conditions as such Additional Member. The Company shall offer such additional Membership Interests (or such other limited liability company interests in addition the Company) to complying CHS by providing written notice to CHS (the “Section 4.3 Notice”) either prior to, or no later than thirty (30) days after, the issuance of such limited liability company interests to such Additional Member, with the requirements of the last sentence of Section 14.06, execute and deliver this Agreement or a counterpart of this Agreement and agree in writing to be bound by reasonably detailed information about the terms and conditions of such offer and any Contracts between such Additional Member and the Company for the sale of products manufactured by the Company. CHS shall have forty-five (45) days after receipt of the Section 4.3 Notice to notify the Company whether it accepts such offer, and, if accepted by CHS, the acquisition of such additional limited liability interests pursuant to such offer shall be consummated by CHS no later than ninety (90) days thereafter. If CHS accepts such offer, CHS shall also be required to enter into a supply agreement with the Company for the sale of products manufactured by the Company on the same terms and conditions and for the same volume of product as the supply agreement entered into with such Additional Member simultaneously with the consummation of the purchase of such limited liability company interests. For the purpose of any distributions to CHS under this Agreement in respect of such limited liability company interests, the parties hereto agree that were applicable to the Transferor (including the restrictions on Transfer contained in this Article 9), and such distributions shall thereupon be admitted as an additional Member of the Company (an “Additional Member”).
(b) Each Person who is issued new Units or other Equity Securities of the Company calculated in accordance with the terms of this Agreement and who is not already a Member shall execute and deliver this Agreement or a counterpart of this Agreement and agree in writing to be bound by the terms and conditions of this Agreement (including the restrictions on Transfer contained additional limited liability company interests and the supply agreement entered into in this connection with the purchase of such limited liability company interests. Any assignee of Membership Interests Transferred in accordance with the requirements of Article 9), and X shall thereupon be admitted as an Additional Member.
(c) A Transferee ; provided that, the provisions of Units who is Article X must be complied with as a condition to a Person being admitted as an Additional Member accepts, ratifies and agrees to be bound by all actions duly taken pursuant to the terms and provisions of this Agreement by the Company on or prior to the date on which such Transferee was admitted as an Additional Member and, without limiting the generality of the foregoing, specifically ratifies and approves all agreements and other instruments that may have been executed and delivered on behalf of the Company on or prior to such date that are in force and effect on such date.
(d) Each Additional Member shall be named as a Member on Exhibit A. Unless and until admitted as an Additional Member, a Transferee of any Units, or a recipient of any newly issued Units or other Equity Securities of the Company, shall have no powers, rights or privileges of a Member of the Company.
(eb) Following any Transfer of record ownership of Units Any Membership Interests or other limited liability company interests in accordance with this Article 9the Company created pursuant to Section 4.2(a), and the Transferee thereof rights, powers, and privileges thereunder, shall be treated as having made all of the Capital Contributions in respect not:
(i) adversely affect CHS’ rights to receive, amount of, and received all of the priority accorded to its distributions received in respect of, such Units on or prior pursuant to the date of such Transfer, and shall receive allocations and distributions in respect of such Units as if such Transferee had been a Member from the date of such Transfer. The distributive share of the Company’s income, gains, losses, deductions, credits and other items of a Member whose interest is disposed of, in whole or in part, shall be determined by the Board using any permissible method under Section 706 of the Code and the Treasury Regulations thereunder.this Agreement; or
(fii) The Company shall maintain books allow drawings or advances against the Liquidity Facility for the purpose of registering paying any Company obligations or distributions to the Transfer holders of Units. Upon a Transfer of any record ownership of Units, the Transferor thereof shall notify the Company so that such Transfer may be registered in the books of the Company. A Transfer of any record ownership of Units shall be effective upon registration of the Transfer in the books of the Companyinterests.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (CHS Inc), Limited Liability Company Agreement (CF Industries Holdings, Inc.), Limited Liability Company Agreement (CF Industries Holdings, Inc.)
Additional Members. (a) In connection with a Transfer of UnitsUnits or HoldCo Shares other than in connection with a Transfer pursuant to a Public Offering or pursuant to a Rule 144 Sale, each such Person who becomes a record holder of receives Units or HoldCo Shares in accordance with, and as permitted by, the terms of this Agreement, in each case who is not already a MemberMember (in the case of a Transfer of Units) or a party (in the case of a Transfer of HoldCo Shares) to this Agreement or the HoldCo Agreement, shall, in addition to complying with the requirements of the last sentence of Section 14.06, shall execute and deliver this Agreement or a counterpart of this Agreement and/or the HoldCo Agreement or a counterpart of the HoldCo Agreement, as the case may be, and agree in writing to be bound by the terms and conditions of this Agreement and/or the HoldCo Agreement, as the case may be, that were applicable to the Transferor transferor (including subject to Section 13.06 hereof, in the restrictions on Transfer contained case of this Agreement, and subject to Section 7.05 of the HoldCo Agreement, in this Article 9the case of the HoldCo Agreement), and and, in the case of a transferee of Units, shall thereupon be admitted as an additional Member of the Company (an “Additional Member”).
(b) Each Person who is issued new Units or other Equity Securities of the Company in accordance with the terms of this Agreement and who is not already a Member shall execute and deliver this Agreement or a counterpart of this Agreement and agree in writing to be bound by the terms and conditions of this Agreement (including the restrictions on Transfer contained in this Article 9)Agreement, and shall thereupon be admitted as an Additional Member.
(c) A Transferee transferee of Units who is admitted as an Additional Member accepts, ratifies and agrees to be bound by all actions duly taken pursuant to the terms and provisions of this Agreement by the Company on or prior to the date on which such Transferee it was admitted as an Additional Member and, without limiting the generality of the foregoing, specifically ratifies and approves all agreements and other instruments that as may have been executed and delivered on behalf of the Company on or prior to such date that and which are in force and effect on such date.
(d) Each Additional Member shall be named as a Member on Exhibit A. the Register. Unless and until admitted as an Additional Member, a Transferee transferee of any Units, or a recipient of any newly issued Units or other Equity Securities of the CompanyUnits, shall have no powers, rights or privileges of a Member of the Company.
(e) Following any a Transfer of record ownership of any Units in accordance with this Article 9, the Transferee thereof transferee of such Units shall be treated as having made all of the Capital Contributions in respect of, and received all of the distributions received in respect of, such Units on or prior to the date of such TransferUnits, and shall receive allocations and distributions in respect of such Units as if such Transferee had been transferee were a Member from Member. Unless otherwise prohibited by Section 706(d) of the date of such Transfer. The Code and Treasury Regulations promulgated thereunder, the following shall apply to select the method to be utilized for determining the distributive share of the Company’s income, gains, losses, deductions, credits and other items of a Member whose interest is disposed of, in whole or in part: (i) upon a closing of (A) any transfer by a Comcast Member to GE or any of its Subsidiaries, (B) any transfer by HoldCo or any of its Subsidiaries to Comcast or any of its Subsidiaries, or to the Company or any of its Subsidiaries, (C) any HoldCo Redemption Right, (D) any Comcast Purchase Right, or (E) the Back-End Transaction, the “closing of the books” method (including the “calendar day” convention described in Proposed Treasury Regulations Section 1.706-4(e)(1)) shall be determined utilized and (ii) upon any other transfer by a Member, the transferor Member shall have the right to designate whether to use the “closing of the books” method or the “proration” method; provided that the transferor Member shall indemnify the Company for any reasonable incremental costs and expenses incurred by the Board Company in calculating the items to be allocated under the method selected pursuant to this clause (ii) compared to the costs and expenses that would have been incurred if the Company had calculated the items to be allocated using any permissible the method under Section 706 of the Code and the Treasury Regulations thereundernot selected.
(f) The Company shall maintain books for the purpose of registering the Transfer transfer of Unitsinterests in the Company. Upon a Transfer transfer of any record ownership of Unitsinterests in the Company, the Transferor thereof transferor of such interests shall notify the Company so that such Transfer transfer may be registered in the books of the Company. A Transfer transfer of any record ownership of Units interests in the Company shall be effective upon registration of the Transfer transfer in the books of the Company.
Appears in 2 contracts
Samples: Limited Liability Company Agreement, Limited Liability Company Agreement (Comcast Corp)
Additional Members. (aSubject to Section 7.1(c) In connection with a Transfer of Units, each Person who becomes a record holder of Units in accordance with, and as permitted by, the terms of this Agreement, in each case who is not already a Member, shall, in addition to complying with the requirements of the last sentence of this Section 14.063.2(b), execute the Board of Directors may admit Additional Members, issue each such Member a Membership Interest, and deliver this determine the price and terms thereof (including assumption of a portion of the Members’ Capital Contribution Commitment and/or a repayment of prior Capital Contributions); provided, however, that any such Additional Member must be a current or anticipated future user of the Coke One North America (CONA) information technology platform and have entered into a Master Services Agreement or a counterpart with the Company related thereto. A Person may be admitted to the Company as an Additional Member upon furnishing to the Board of this Agreement and agree Directors (i) an executed joinder agreement, in writing form satisfactory to the Board of Directors, pursuant to which such Person agrees to be bound by all the terms and conditions of this Agreement that were applicable Agreement, (ii) an executed Master Services Agreement, and (iii) such other documents or instruments as may be necessary or appropriate to the Transferor effect such Person’s admission as a Member (including entering into such other documents as the restrictions Board of Directors may deem appropriate). Such admission shall become effective on Transfer contained in this Article 9), and shall thereupon be admitted as an additional Member of the Company (an “Additional Member”).
(b) Each Person who is issued new Units or other Equity Securities of the Company in accordance with the terms of this Agreement and who is not already a Member shall execute and deliver this Agreement or a counterpart of this Agreement and agree in writing to be bound by the terms and conditions of this Agreement (including the restrictions on Transfer contained in this Article 9), and shall thereupon be admitted as an Additional Member.
(c) A Transferee of Units who is admitted as an Additional Member accepts, ratifies and agrees to be bound by all actions duly taken pursuant to the terms and provisions of this Agreement by the Company on or prior to the date on which such Transferee was admitted as an Additional Member and, without limiting the generality Board of Directors determines that all of the foregoing, specifically ratifies and approves all agreements and other instruments that may conditions of this Section 3.2(b) have been executed satisfied and delivered when any such admission is shown on behalf the books and records of the Company on or prior to such date that are in force and effect on such date.
(d) Each Additional Member shall be named as a Member on Exhibit A. Unless and until admitted as Company. Upon the admission of an Additional Member, a Transferee the Schedule of any UnitsMembers attached hereto as Schedule II shall be amended to reflect the name, or a recipient address, Percentage Interest, and Capital Contribution Commitment of any newly issued Units or other Equity Securities such Additional Member. In addition, the prior written approval of the Company, shall have no powers, rights or privileges of a TCCC Member of the Company.
(e) Following any Transfer of record ownership of Units in accordance with this Article 9, the Transferee thereof shall be treated as having made all of the Capital Contributions in respect of, and received all of the distributions received in respect of, such Units on or prior to the date of such Transfer, and shall receive allocations and distributions in respect of such Units as if such Transferee had been a Member from the date of such Transfer. The distributive share of the Company’s income, gains, losses, deductions, credits and other items of a Member whose interest is disposed of, in whole or in part, shall be determined by the Board using any permissible method under Section 706 of the Code and the Treasury Regulations thereunder.
(f) The Company shall maintain books required for the purpose admission of registering the Transfer of Units. Upon a Transfer of any record ownership of UnitsAdditional Members (such approval not to be unreasonably withheld, the Transferor thereof shall notify the Company so that such Transfer may be registered in the books of the Company. A Transfer of any record ownership of Units shall be effective upon registration of the Transfer in the books of the Companyconditioned or delayed).
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Coca Cola Bottling Co Consolidated /De/), Limited Liability Company Agreement (Coca Cola Bottling Co Consolidated /De/)
Additional Members. (a) In connection with After the Board makes a Transfer of Units, each Person who becomes a record holder of Units Capital Call pursuant to Section 4.1(c) that was not fully funded by the Members and subject to the preemptive rights set forth in accordance with, and as permitted bySection 5.7 to the extent applicable, the terms of this Agreement, in each case who Company is not already a Member, shall, in addition authorized to complying with the requirements issue additional Interests and to admit any Person as an additional member of the last sentence Company (each, an “Additional Member” and collectively, the “Additional Members”). Upon receipt of Section 14.06requisite approval of the Board and the Members, execute the Company is authorized to issue additional Interests and deliver this Agreement or a counterpart to admit any Person as an additional member of this Agreement the Company (each, an “Additional Member” and agree in writing to be bound by collectively, the terms and conditions of this Agreement that were applicable to the Transferor (including the restrictions on Transfer contained in this Article 9“Additional Members”), and . Each such Person receiving additional Interests shall thereupon be admitted as an Additional Member at the time such Person (i) executes a counterpart signature page agreeing to be bound hereby and such other documents or instruments as may be required in the Board’s reasonable judgment to effect the admission, and (ii) is designated as a Member (with a corresponding Percentage Interest) on an amended or supplemental Exhibit B. The Company may issue additional Member Interests or additional classes of the Company (an “membership interests to existing Members or to new or Additional Member”)Members in exchange for such Capital Contributions, including cash, property or services or any combination thereof.
(b) Each Person who is issued new Units or other Equity Securities of the Company in accordance with the terms of this Agreement and who is Additional Members shall not already a Member shall execute and deliver this Agreement or a counterpart of this Agreement and agree in writing be entitled to be bound by the terms and conditions of this Agreement (including the restrictions on Transfer contained in this Article 9), and shall thereupon be admitted as an Additional Member.
(c) A Transferee of Units who is admitted as an Additional Member accepts, ratifies and agrees to be bound by all actions duly taken pursuant to the terms and provisions of this Agreement by the Company on or prior to the date on which such Transferee was admitted as an Additional Member and, without limiting the generality of the foregoing, specifically ratifies and approves all agreements and other instruments that may have been executed and delivered on behalf of the Company on or prior to such date that are in force and effect on such date.
(d) Each Additional Member shall be named as a Member on Exhibit A. Unless and until admitted as an Additional Member, a Transferee of any Units, or a recipient of any newly issued Units or other Equity Securities retroactive allocation of the Company’s income, shall have no powersgains, rights losses, deductions, credits or privileges other items; provided that, subject to the restrictions of a Member Section 706(d) of the Company.
(e) Following any Transfer of record ownership of Units in accordance with this Article 9Code, the Transferee thereof Additional Members shall be treated as having made all of the Capital Contributions in respect of, and received all of the distributions received in respect of, such Units on or prior entitled to the date of such Transfer, and shall receive allocations and distributions in respect of such Units as if such Transferee had been a Member from the date of such Transfer. The distributive their respective share of the Company’s income, gains, losses, deductions, credits and other items arising under contracts entered into before the effective date of a Member whose interest is disposed ofthe admission of any Additional Members to the extent that such income, in whole or in partgains, shall be determined by losses, deductions, credits and other items arise after such effective date. To the Board using any permissible method under extent consistent with Section 706 706(d) of the Code and the Treasury Regulations promulgated thereunder.
(f) The Company shall maintain books for the purpose of registering the Transfer of Units. Upon a Transfer of any record ownership of Units, the Transferor thereof shall notify Company’s books may be closed at the time Additional Members are admitted (as though the Company’s tax year had ended) or the Company so that such Transfer may be registered in credit to the books Additional Members pro rata allocations of the Company. A Transfer of any record ownership of Units shall be effective upon registration of the Transfer in the books ’s income, gains, losses, deductions, credits and items for that portion of the Company’s Fiscal Year after the effective date of the admission of the Additional Members.
Appears in 2 contracts
Samples: Contribution Agreement (Markwest Energy Partners L P), Limited Liability Company Agreement (Markwest Energy Partners L P)
Additional Members. In addition to the Persons listed in the Member Schedule, the following Persons shall be deemed to be Members and shall be admitted as Members without any further action by the Company, the Managing Member or any Member: (a) In connection any Person to whom Units are Transferred by a Member so long as such Transfer is made in compliance with a Transfer of Units, each Person who becomes a record holder of Units in accordance with, and as permitted by, the terms of this Agreement, in each case who is not already a Member, shall, in addition to complying with the requirements of the last sentence of Section 14.06, execute ; and deliver this Agreement or a counterpart of this Agreement and agree in writing to be bound by the terms and conditions of this Agreement that were applicable to the Transferor (including the restrictions on Transfer contained in this Article 9), and shall thereupon be admitted as an additional Member of the Company (an “Additional Member”).
(b) Each any Person who is issued new to whom the Company issues Units or other Equity Securities after the date hereof in compliance with this Agreement after approval of the Company Managing Member and after such Person executes an Adoption Agreement and any other agreements and instruments in form and substance as the Managing Member may require. Notwithstanding the foregoing, it is hereby expressly approved and contemplated that in connection with the Ranger Reorganization (i) Offshore Fund I shall be issued Class A-1 Units and Class D Units in accordance with the terms Master Reorganization Agreement and admitted as a Class A-1 Member and a Class D Member, (ii) all Membership Interests in the Company held by Offshore Fund I as of the effective date of this Agreement shall be immediately and automatically cancelled without any action of Offshore Fund I, and (ii) each TES Carried Interest Holder shall be admitted as a Class B Member upon such Person’s delivery of an Adoption Agreement, Award Agreement(s) substantially in the form of such Person’s corresponding agreement(s) with TES Holdings I and, in the case of a natural person, upon the spouse of such Person executing a Spousal Agreement. Until a Person who is not already a Member shall execute and deliver this Agreement or a counterpart as of the date of this Agreement and agree becomes a Member in writing to be bound by accordance with the terms and conditions of this Agreement (including the restrictions on Transfer contained in this Article 9), and shall thereupon be admitted as an Additional Member.
(c) A Transferee of Units who is admitted as an Additional Member accepts, ratifies and agrees to be bound by all actions duly taken pursuant to the terms and provisions of this Agreement by Section 3.3, it shall not be entitled to any of the Company on rights (including voting rights) granted to a Member hereunder or prior under the Act, other than the right to receive the date on share of distributions, allocations to his/its Capital Account, and any other items attributable to a Member’s Units to which such Transferee was admitted as an Additional Member and, without limiting the generality of the foregoing, specifically ratifies and approves all agreements and other instruments that may have been executed and delivered on behalf of the Company on or prior to such date that are in force and effect on such datePerson would otherwise be entitled.
(d) Each Additional Member shall be named as a Member on Exhibit A. Unless and until admitted as an Additional Member, a Transferee of any Units, or a recipient of any newly issued Units or other Equity Securities of the Company, shall have no powers, rights or privileges of a Member of the Company.
(e) Following any Transfer of record ownership of Units in accordance with this Article 9, the Transferee thereof shall be treated as having made all of the Capital Contributions in respect of, and received all of the distributions received in respect of, such Units on or prior to the date of such Transfer, and shall receive allocations and distributions in respect of such Units as if such Transferee had been a Member from the date of such Transfer. The distributive share of the Company’s income, gains, losses, deductions, credits and other items of a Member whose interest is disposed of, in whole or in part, shall be determined by the Board using any permissible method under Section 706 of the Code and the Treasury Regulations thereunder.
(f) The Company shall maintain books for the purpose of registering the Transfer of Units. Upon a Transfer of any record ownership of Units, the Transferor thereof shall notify the Company so that such Transfer may be registered in the books of the Company. A Transfer of any record ownership of Units shall be effective upon registration of the Transfer in the books of the Company.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Ranger Energy Services, Inc.), Limited Liability Company Agreement (Ranger Energy Services, Inc.)
Additional Members. (a) In connection with Upon written approval of a Transfer of UnitsRequired Interest, each any Person who becomes acquiring any Membership Interest may be admitted to the Company as an Additional Member. Each such Additional Member shall execute and deliver a record holder of Units in accordance withwritten instrument satisfactory to the Manager, and as permitted by, the terms of whereby such Additional Member shall become a party to this Agreement, in each case who is not already a Member, shall, in addition to complying with as well as any other documents reasonably required by the requirements Manager. Upon execution and delivery of the last sentence of Section 14.06, execute and deliver this Agreement or a counterpart of this Agreement and agree in writing to be bound receipt thereof by the terms and conditions of this Agreement that were applicable to Manager (along with any other documents reasonably requested by the Transferor (including the restrictions on Transfer contained in this Article 9Manager), and such Person shall thereupon be admitted as an additional a Member. Each such Additional Member shall thereafter be entitled to all the rights and subject to all the obligations of the Company (an “Additional Member”)a Member as set forth herein.
(b) Each Notwithstanding anything to the contrary in this Agreement, a Person who that acquires any Membership Interest (and any fraction thereof) but that is issued new Units not admitted as a Member pursuant to Section 3.4(a) or other Equity Securities of the Company 8.3 (an “Unadmitted Assignee”) shall be entitled only to allocations and distributions with respect to such Membership Interest (and any fraction thereof) in accordance with Article IV and Section 9.2 (and only for the terms of this Agreement and who period such Membership Interest is not already a Member shall execute and deliver this Agreement or a counterpart of this Agreement and agree in writing to be bound held by the terms and conditions of this Agreement (including the restrictions on Transfer contained in this Article 9such Unadmitted Assignee), and shall thereupon be admitted as an Additional Member.
(c) A Transferee of Units who is admitted as an Additional Member accepts, ratifies and agrees have no right to be bound by all actions duly taken pursuant to the terms and provisions of this Agreement by the Company on any information or prior to the date on which such Transferee was admitted as an Additional Member and, without limiting the generality accounting of the foregoing, specifically ratifies and approves all agreements and other instruments that may have been executed and delivered on behalf of the Company on or prior to such date that are in force and effect on such date.
(d) Each Additional Member shall be named as a Member on Exhibit A. Unless and until admitted as an Additional Member, a Transferee of any Units, or a recipient of any newly issued Units or other Equity Securities affairs of the Company, shall not be entitled to inspect the books or records of the Company, and shall have no powers, other rights or privileges of a Member under the Delaware Act or this Agreement, including any voting rights (including voting rights with respect to the merger, consolidation, conversion or dissolution of the Company.
(e) Following ), preemptive rights and any Transfer of record ownership of Units rights to elect or appoint a Manager. Notwithstanding anything to the contrary in accordance with this Article 9Agreement, the Transferee thereof any such Unadmitted Assignee shall be treated bound by the obligation to make any Capital Contribution (with respect to its Membership Interest as having made if it were a Member) pursuant to Section 3.2, and shall otherwise be bound by the provisions of Section 3.2. Further, any Membership Interest (and any fraction thereof) held by such Unadmitted Assignee shall be subject to all of the Capital Contributions restrictions applicable to Membership Interests held by Members set forth in respect of, Article VIII and received all of the distributions received in respect of, such Units on or prior to the date of such Transfer, and shall receive allocations and distributions in respect of such Units as if such Transferee had been a Member from the date of such Transfer. The distributive share of the Company’s income, gains, losses, deductions, credits and other items of a Member whose interest is disposed of, in whole or in part, shall be determined by the Board using any permissible method under Section 706 of the Code and the Treasury Regulations thereunder.
(f) The Company shall maintain books for the purpose of registering the Transfer of Units. Upon a Transfer of any record ownership of Units, the Transferor thereof shall notify the Company so that such Transfer may be registered in the books of the Company. A Transfer of any record ownership of Units shall be effective upon registration of the Transfer in the books of the Company.Article X.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Mascoma Corp), Limited Liability Company Agreement (Mascoma Corp)
Additional Members. (a) In connection with a direct Transfer of UnitsMembership Interests, each such Person who becomes a record holder of Units receives Membership Interests in accordance with, and as permitted by, the terms of this Agreement, in each case case, who is not already a Member, shall, in addition to complying with the requirements of the last sentence of Section 14.0613.08, execute and deliver this Agreement or a counterpart of this Agreement and agree in writing to be bound by the terms and conditions of this Agreement that were applicable to the Transferor Transferring Member (including the restrictions on Transfer contained in this Article 9IX), and and, in the case of a transferee of Membership Interests, shall thereupon be admitted as an additional Member of the Company (each, an “Additional Member”).
(b) Each Person who is issued new Units or other Equity Securities of the Company Membership Interests in accordance with the terms of this Agreement and who is not already a Member shall execute and deliver this Agreement or a counterpart of this Agreement and agree in writing to be bound by the terms and conditions of this Agreement (including the restrictions on Transfer contained in this Article 9), and shall thereupon be admitted as an Additional Member.
(c) A Transferee transferee of Units the Membership Interests who is admitted as an Additional Member accepts, ratifies and agrees to be bound by all actions duly taken pursuant to the terms and provisions of this Agreement by the Company on or prior to the date on which such Transferee it was admitted as an Additional Member and, without limiting the generality of the foregoing, specifically ratifies and approves all agreements and other instruments that as may have been executed and delivered on behalf of the Company on or prior to such date that and which are in force and effect on such date.
(d) Each Additional Member shall be named as a Member on Exhibit A. the Members Schedule. Unless and until admitted as an Additional Member, a Transferee transferee of any UnitsMembership Interest, or a recipient of any newly issued Units or other Equity Securities of the CompanyMembership Interests, shall have no powers, rights or privileges of a Member of the Company.
(e) Following any a direct Transfer of record ownership of Units any Membership Interests in accordance with this Article 9IX, the Transferee thereof transferee of such Membership Interests shall be treated as having made all of the Capital Contributions in respect of, and received all of the distributions received in respect of, such Units on or prior to the date of such TransferMembership Interests, and shall receive allocations and distributions in respect of such Units Membership Interests as if such Transferee had been transferee were a Member from in accordance with the date provisions of such Transferthis Agreement. The Unless otherwise prohibited by Section 706(d) of the Code and Treasury Regulations promulgated thereunder, or unless otherwise determined by the Board, the “closing of the books” method (including the “calendar day” convention described in Treasury Regulations Section 1.706-4) shall be utilized for determining the distributive share of the Company’s income, gains, losses, deductions, credits and other items of a Member whose interest is disposed of, in whole or in part, shall be determined by the Board using any permissible method under Section 706 of the Code and the Treasury Regulations thereunder.
(f) The Company shall maintain books for the purpose a record of registering the Transfer direct Transfers of UnitsMembership Interests. Upon a direct Transfer of any record ownership of UnitsMembership Interests, the Transferor thereof Transferring Member shall notify the Company so that such Transfer may be registered in the books of the Company. A Transfer of any record ownership of Units shall be effective upon registration of the Transfer in the books of the CompanyMembers Schedule.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Chubu Global Investment Americas Inc.)
Additional Members. (a) Except as provided in Section 8.01, additional Members may be admitted to the Company only upon the written consent of the Manager. Any such consent shall specify the Capital Contribution, Founder Shares Percentage, Private Placement Units Percentage, Residual Percentage and any other rights and obligations of such additional Members. Any offering or issuance of newly-issued Membership Interests to a new Member shall be subject to the Preemptive Rights of the Members set forth in Section 3.08 of this Agreement. In connection with a Transfer the admission of Units, each Person who becomes a record holder of Units any additional Member in accordance with, and as permitted by, with the terms provisions of this Agreement, in each case who is not already a this Agreement (including Schedule A) shall be amended to reflect the additional Member, shallhis, in addition to complying with the requirements her or its Capital Contribution, if any, his, her or its Founder Shares Percentage, Private Placement Units Percentage, Residual Percentage and any other rights and obligations of the last sentence additional Member and the change in the Founder Shares Percentage, Private Placement Units Percentage and Residual Percentage of Section 14.06, execute and deliver this Agreement or a counterpart of this Agreement and the then existing Members. Each additional Member must agree in writing to be bound by the terms and conditions of this Agreement that were applicable to the Transferor (including the restrictions on Transfer contained in this Article 9), and shall thereupon be admitted as an additional Member of the Company (an “Additional Member”).
(b) Each Person who is issued new Units or other Equity Securities of the Company in accordance with the terms of this Agreement and any transfer restrictions, voting arrangements and forfeiture requirements that are then applicable to the Founder Shares and Private Placement Units. Each Member, and each Person who is not already hereinafter admitted to the Company as a Member shall execute Member, hereby: (i) consents to the admission of any such third party admitted in compliance with this Agreement, and deliver to any amendment to this Agreement which may be necessary or a counterpart of this Agreement and agree in writing appropriate to be bound by the terms and conditions of this Agreement (including the restrictions on Transfer contained in this Article 9)reflect such admission, and shall thereupon be admitted as an Additional Member.
(cii) A Transferee of Units who is admitted as an Additional Member acceptsacknowledges that, ratifies and agrees to be bound by all actions duly taken pursuant to the terms and provisions of this Agreement by the Company on or prior to the date on which such Transferee was admitted as an Additional Member and, without limiting the generality of the foregoing, specifically ratifies and approves all agreements and other instruments that may have been executed and delivered on behalf of the Company on or prior to such date that are in force and effect on such date.
(d) Each Additional Member shall be named as a Member on Exhibit A. Unless and until admitted as an Additional Member, a Transferee connection with any admission of any Unitssuch Person, or a recipient such Member’s interest in allocations of any newly issued Units or other Equity Securities Net Profits and Net Losses, distributions and net proceeds upon liquidation of the Company, shall have no powers, rights may be diluted or privileges of a Member of the Company.
otherwise altered (e) Following any Transfer of record ownership of Units in accordance with this Article 9, the Transferee thereof shall be treated as having made all of the Capital Contributions in respect of, and received all of the distributions received in respect of, such Units on or prior subject to the date provisions of such Transfer, this Section 8.03 and shall receive allocations and distributions in respect of such Units as if such Transferee had been a Member from the date of such Transfer. The distributive share of the Company’s income, gains, losses, deductions, credits and other items of a Member whose interest is disposed of, in whole or in part, shall be determined by the Board using any permissible method under Section 706 of the Code and the Treasury Regulations thereunder3.08).
(f) The Company shall maintain books for the purpose of registering the Transfer of Units. Upon a Transfer of any record ownership of Units, the Transferor thereof shall notify the Company so that such Transfer may be registered in the books of the Company. A Transfer of any record ownership of Units shall be effective upon registration of the Transfer in the books of the Company.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Fintech Investor Holdings, LLC)
Additional Members. (a) Except as provided in Section 8.01, additional Members may be admitted to the LLC only upon the written consent of the Capital Member and a Majority in Number of the Voting Managing Members. Any such consent shall specify
(i) the capital contribution, if any, and the Percentage Interest of the additional Member, (ii) whether such Managing Member is a Voting or Non-Voting Managing Member and (iii) any other rights and obligations of such additional Member. Such approval shall bind all Members. In connection with a Transfer any such admission of Unitsan additional Member, each Person who becomes a record holder of Units in accordance withthis Agreement (including Schedules A and B) shall be amended to reflect the additional Member, its capital contribution, if any, its Percentage Interest, its Vesting Commencement Date, and as permitted byany other rights and obligations of the additional Member. In connection with any such admission of an additional Member, the terms of this Agreement, in each case who is not already a Member, shall, in addition to complying with the requirements Percentage Interest or other rights and interests of the last sentence of Section 14.06, execute and deliver this Agreement Capital Member in the LLC may not be diluted or a counterpart of this Agreement and agree in writing to be bound by otherwise modified or adjusted without the terms and conditions of this Agreement that were applicable to the Transferor (including the restrictions on Transfer contained in this Article 9), and shall thereupon be admitted as an additional Member specific written consent of the Company (an “Additional Capital Member”).
(b) Each Person who is issued new Units or other Equity Securities Unless all Voting Managing Members (exclusive of the Company those with respect to whom an Event of Forfeiture has occurred) otherwise agree, in accordance connection with the terms admission of this Agreement and who is not already a any additional Managing Member to the LLC, the Percentage Interests of all Managing Members shall execute and deliver this Agreement or a counterpart of this Agreement and agree in writing be diluted proportionately based on their respective Percentage Interests immediately prior to be bound by the terms and conditions of this Agreement (including the restrictions on Transfer contained in this Article 9), and shall thereupon be admitted as an Additional Memberany such admission.
(c) A Transferee of Units Each Managing Member, and each person who is hereinafter admitted as an Additional Member accepts, ratifies and agrees to be bound by all actions duly taken pursuant to the LLC as a Managing Member, hereby (i) consents to the admission to the LLC of any such third party on such terms and provisions of this Agreement as may be approved by the Company on or prior to the date on which such Transferee was admitted as an Additional Member and, without limiting the generality of the foregoing, specifically ratifies and approves all agreements and other instruments that may have been executed and delivered on behalf of the Company on or prior to such date that are in force and effect on such date.
(d) Each Additional Member shall be named as a Member on Exhibit A. Unless and until admitted as an Additional Member, a Transferee of any Units, or a recipient of any newly issued Units or other Equity Securities of the Company, shall have no powers, rights or privileges of a Member of the Company.
(e) Following any Transfer of record ownership of Units Members in accordance with this Article 9Section 8.02, and to any amendment to this Agreement which may be necessary or appropriate to reflect the Transferee thereof shall be treated as having made all admission of any such third party and the terms of its interest in the LLC, and (ii) acknowledges that, in connection with any admission of any such person, such Member's interest in allocations of Net Profits and Net Losses and distributions of cash and property of the Capital Contributions in respect ofLLC, and received all net proceeds upon liquidation of the distributions received in respect ofLLC, such Units on may be diluted or prior otherwise altered (subject to the date provisions of such Transfer, and shall receive allocations and distributions in respect of such Units as if such Transferee had been a Member from the date of such Transfer. The distributive share of the Company’s income, gains, losses, deductions, credits and other items of a Member whose interest is disposed of, in whole or in part, shall be determined by the Board using any permissible method under this Section 706 of the Code and the Treasury Regulations thereunder.
(f) The Company shall maintain books for the purpose of registering the Transfer of Units. Upon a Transfer of any record ownership of Units, the Transferor thereof shall notify the Company so that such Transfer may be registered in the books of the Company. A Transfer of any record ownership of Units shall be effective upon registration of the Transfer in the books of the Company.8.02
Appears in 1 contract
Additional Members. (a) In connection with After the Board makes a Transfer of Units, each Person who becomes a record holder of Units Capital Call pursuant to Section 4.1(c) that was not fully funded by the Members and subject to the preemptive rights set forth in accordance with, and as permitted bySection 5.7 to the extent applicable, the terms of this Agreement, in each case who Company is not already a Member, shall, in addition authorized to complying with the requirements issue additional Interests and to admit any Person as an additional member of the last sentence Company (each, an "Additional Member" and collectively, the "Additional Members"). Upon receipt of Section 14.06requisite approval of the Board and the Members, execute the Company is authorized to issue additional Interests and deliver this Agreement or a counterpart to admit any Person as an additional member of this Agreement the Company (each, an "Additional Member" and agree in writing to be bound by collectively, the terms and conditions of this Agreement that were applicable to the Transferor (including the restrictions on Transfer contained in this Article 9"Additional Members"), and . Each such Person receiving additional Interests shall thereupon be admitted as an Additional Member at the time such Person (i) executes a counterpart signature page agreeing to be bound hereby and such other documents or instruments as may be required in the Board's reasonable judgment to effect the admission, and (ii) is designated as a Member (with a corresponding Percentage Interest) on an amended or supplemental Exhibit B. The Company may issue additional Member Interests or additional classes of the Company (an “membership interests to existing Members or to new or Additional Member”)Members in exchange for such Capital Contributions, including cash, property or services or any combination thereof.
(b) Each Person who is issued new Units or other Equity Securities of the Company in accordance with the terms of this Agreement and who is Additional Members shall not already a Member shall execute and deliver this Agreement or a counterpart of this Agreement and agree in writing be entitled to be bound by the terms and conditions of this Agreement (including the restrictions on Transfer contained in this Article 9), and shall thereupon be admitted as an Additional Member.
(c) A Transferee of Units who is admitted as an Additional Member accepts, ratifies and agrees to be bound by all actions duly taken pursuant to the terms and provisions of this Agreement by the Company on or prior to the date on which such Transferee was admitted as an Additional Member and, without limiting the generality of the foregoing, specifically ratifies and approves all agreements and other instruments that may have been executed and delivered on behalf of the Company on or prior to such date that are in force and effect on such date.
(d) Each Additional Member shall be named as a Member on Exhibit A. Unless and until admitted as an Additional Member, a Transferee of any Units, or a recipient of any newly issued Units or other Equity Securities retroactive allocation of the Company's income, shall have no powersgains, rights losses, deductions, credits or privileges other items; provided that, subject to the restrictions of a Member Section 706(d) of the Company.
(e) Following any Transfer of record ownership of Units in accordance with this Article 9Code, the Transferee thereof Additional Members shall be treated as having made all of the Capital Contributions in respect of, and received all of the distributions received in respect of, such Units on or prior entitled to the date of such Transfer, and shall receive allocations and distributions in respect of such Units as if such Transferee had been a Member from the date of such Transfer. The distributive their respective share of the Company’s 's income, gains, losses, deductions, credits and other items arising under contracts entered into before the effective date of a Member whose interest is disposed ofthe admission of any Additional Members to the extent that such income, in whole or in partgains, shall be determined by losses, deductions, credits and other items arise after such effective date. To the Board using any permissible method under extent consistent with Section 706 706(d) of the Code and the Treasury Regulations promulgated thereunder.
(f) The Company shall maintain books for the purpose of registering the Transfer of Units. Upon a Transfer of any record ownership of Units, the Transferor thereof shall notify Company's books may be closed at the time Additional Members are admitted (as though the Company's tax year had ended) or the Company so that such Transfer may be registered in credit to the books Additional Members pro rata allocations of the Company. A Transfer of any record ownership of Units shall be effective upon registration of the Transfer in the books 's income, gains, losses, deductions, credits and items for that portion of the Company's Fiscal Year after the effective date of the admission of the Additional Members.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Markwest Energy Partners L P)
Additional Members. (a) In Subject to the termination of the Lockout Period pursuant to Section 7.3.5(b), the Board shall have the right, in its sole and absolute discretion, to admit one or more Additional Members to the Company from time to time, in accordance with the provisions of this Section 3.5, on terms and conditions and for such Capital Contributions as may be established by the Board in its reasonable discretion. No action or consent by the Members shall be required in connection with the admission of any Additional Members. In the sole and absolute discretion of the Board, the Company may acquire in the future additional properties by means of Capital Contributions by SSCI or other Persons, which Capital Contributions shall be set forth in an amended and restated Exhibit A. As a Transfer of Unitscondition to being admitted to the Company, each Person who becomes a record holder of Units in accordance with, and as permitted by, the terms of this Agreement, in each case who is not already a Member, shall, in addition to complying with the requirements of the last sentence of Section 14.06, Additional Member shall execute and deliver this Agreement or a counterpart of this Agreement and agree in writing an agreement to be bound by the terms and conditions of this Agreement that were applicable to the Transferor (including the restrictions on Transfer contained in this Article 9), and shall thereupon be admitted as an additional Member of the Company (an “Additional Member”)Agreement.
(b) Each A Person (other than an existing Member) who is issued new Units or other Equity Securities of makes a Capital Contribution to the Company in accordance with the terms of this Agreement shall be admitted to the Company as an Additional Member, only upon furnishing to the Board (i) evidence of acceptance, in form and who is not already a Member shall execute and deliver this Agreement or a counterpart substance satisfactory to the Board, of this Agreement and agree in writing to be bound by all of the terms and conditions of this Agreement (including Agreement, including, without limitation, the restrictions on Transfer contained power of attorney granted in this Article 9)Section 1.9 hereof, and shall thereupon (ii) such other documents or instruments as may be admitted required in the sole and absolute discretion of the Board in order to effect such Person's admission as an Additional Member.
(c) A Transferee of Units who is Notwithstanding anything to the contrary in this Section 3.5, no Person shall be admitted as an Additional Member acceptswithout the consent of the Board, ratifies which consent may be given or withheld in the Board's sole and agrees to be bound by all actions duly taken pursuant to the terms and provisions absolute discretion. The admission of this Agreement by the Company on or prior to the date on which such Transferee was admitted any Person as an Additional Member and, without limiting shall become effective on the generality date upon which the name of such Person is recorded on the books and records of the foregoingCompany, specifically ratifies and approves all agreements and other instruments that may have been executed and delivered on behalf following the consent of the Company on or prior Board to such date that are in force and effect on such dateadmission.
(d) Each If any Additional Member is admitted to the Company on any day other than the first day of a Fiscal Year, then Profits, Losses, each item thereof and all other items of income, gain, loss, deduction and credit allocable among Members and Assignees for such Fiscal Year shall be named as a allocated among such Additional Member on Exhibit A. Unless and until admitted as an all other Members and Assignees by taking into account their varying interests during the Fiscal Year in accordance with Code Section 706(d), using the "interim closing of the books" method. All distributions of Available Cash which the Board declares before but are paid after the date of such admission shall be made solely to Members and Assignees other than the Additional Member, a Transferee and all distributions of any Units, or a recipient of any newly issued Units or other Equity Securities of Available Cash declared thereafter shall be made to all the Company, shall have no powers, rights or privileges of a Member of the CompanyMembers and Assignees including such Additional Member.
(e) Following any Transfer of record ownership of Units in accordance with this Article 9, the Transferee thereof No Person shall be admitted to the Company as a Substituted Member or an Additional Member if, in the opinion of legal counsel for the Company, it would result in the Company being treated as having made all of the Capital Contributions in respect of, and received all of the distributions received in respect of, such Units on a corporation for federal income tax purposes or prior to the date of such Transfer, and shall receive allocations and distributions in respect of such Units as if such Transferee had been a Member from the date of such Transfer. The distributive share of the Company’s income, gains, losses, deductions, credits and other items of a Member whose interest is disposed of, in whole or in part, shall be determined by the Board using any permissible method under Section 706 of the Code and the Treasury Regulations thereunder.
(f) The Company shall maintain books for the purpose of registering the Transfer of Units. Upon a Transfer of any record ownership of Units, the Transferor thereof shall notify otherwise cause the Company so that such Transfer may be registered in to become a reporting company under the books of the Company. A Transfer of any record ownership of Units shall be effective upon registration of the Transfer in the books of the CompanyExchange Act.
Appears in 1 contract
Additional Members. 8.1 Any Person or Entity acceptable to the Member may become a Member in the Company subject to the conditions imposed by the Member. At or about the time a new Member is admitted, this Agreement shall be amended as necessary or proper to reflect a change from a single-member limited liability company to a multiple-member limited liability company.
8.2 (a) In connection with a Transfer Upon the occurrence of Units, each Person who becomes a record holder of Units in accordance with, and as permitted by, the terms of this Agreement, in each case who is not already a Member, shall, in addition to complying with the requirements of any event that causes the last sentence of Section 14.06, execute and deliver this Agreement or a counterpart of this Agreement and agree in writing to be bound by the terms and conditions of this Agreement that were applicable to the Transferor (including the restrictions on Transfer contained in this Article 9), and shall thereupon be admitted as an additional Member remaining member of the Company (an “Additional Last Member”).
(b) Each Person who is issued new Units or other Equity Securities to cease to be a member of the Company (other than (A) upon an assignment by Last Member of all of its limited liability company interest in the Company and the admission of the transferee in accordance with the Loan Documents and this Agreement, or (B) the resignation of Last Member and the admission of an additional member of the Company, in either case in accordance with the terms of the Loan Documents and this Agreement Agreement), any natural person duly designated under the applicable organizational documents shall, without any action of any other Person and who is not already a simultaneously with the Last Member shall execute and deliver this Agreement or a counterpart of this Agreement and agree in writing ceasing to be bound by the terms and conditions of this Agreement (including the restrictions on Transfer contained in this Article 9), and shall thereupon be admitted as an Additional Member.
(c) A Transferee of Units who is admitted as an Additional Member accepts, ratifies and agrees to be bound by all actions duly taken pursuant to the terms and provisions of this Agreement by the Company on or prior to the date on which such Transferee was admitted as an Additional Member and, without limiting the generality of the foregoing, specifically ratifies and approves all agreements and other instruments that may have been executed and delivered on behalf a member of the Company on automatically be admitted to the Company as a member with a 0% economic interest (“Special Member”) and shall continue the Company without dissolution and (B) Special Member may not resign from the Company or prior transfer its rights as Special Member unless a successor Special Member has been admitted to such date that are the Company as a Special Member in force and effect on such date.
(d) Each Additional accordance with requirements of Delaware law. Special Member shall automatically cease to be a member of the Company upon the admission to the Company of the first substitute member. Special Member shall be named as a Member on Exhibit A. Unless member of the Company that has no interest in the profits, losses and until admitted as an Additional Member, a Transferee capital of the Company and has no right to receive any Units, or a recipient distributions of any newly issued Units or other Equity Securities the assets of the Company. Pursuant to Section 18-301 of the Act, Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, Special Member, in its capacity as Special Member, shall have no powersright to vote on, rights approve or privileges otherwise consent to any action by, or matter relating to, the Company including, without limitation, the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of Special Member, Special Member shall execute a counterpart to this Agreement. Prior to its admission to the Company as Special Member, Special Member shall not be a member of the Company.
(e) Following any Transfer of record ownership of Units in accordance with this Article 9, the Transferee thereof shall be treated as having made all of the Capital Contributions in respect of, and received all of the distributions received in respect of, such Units on or prior to the date of such Transfer, and shall receive allocations and distributions in respect of such Units as if such Transferee had been a Member from the date of such Transfer. The distributive share of the Company’s income, gains, losses, deductions, credits and other items of a Member whose interest is disposed of, in whole or in part, shall be determined by the Board using any permissible method under Section 706 of the Code and the Treasury Regulations thereunder.
(f) The Company shall maintain books for the purpose of registering the Transfer of Units. Upon a Transfer of any record ownership of Units, the Transferor thereof shall notify the Company so that such Transfer may be registered in the books of the Company. A Transfer of any record ownership of Units shall be effective upon registration of the Transfer in the books of the Company.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Lightstone Value Plus Real Estate Investment Trust Ii Inc)
Additional Members. (a) In The Board shall have the right, in its sole and absolute discretion, to admit, by unanimous consent of all Board members, one or more Additional Members to the Company from time to time, in accordance with the provisions of this Section 3.5, on terms and conditions and for such Capital Contributions as may be established by the Board in its reasonable discretion. No action or consent by the Members shall be required in connection with the admission of any Additional Members. Capital Contributions made by such Additional Members shall be set forth in an amended and restated Exhibit A. As a Transfer of Unitscondition to being admitted to the Company, each Person who becomes a record holder of Units in accordance with, and as permitted by, the terms of this Agreement, in each case who is not already a Member, shall, in addition to complying with the requirements of the last sentence of Section 14.06, Additional Member shall execute and deliver this Agreement or a counterpart of this Agreement and agree in writing an agreement to be bound by the terms and conditions of this Agreement that were applicable to the Transferor (including the restrictions on Transfer contained in this Article 9), and shall thereupon be admitted as an additional Member of the Company (an “Additional Member”)Agreement.
(b) Each A Person (other than an existing Member) who is issued new Units or other Equity Securities of makes a Capital Contribution to the Company in accordance with the terms of this Agreement shall be admitted to the Company as an Additional Member, only upon furnishing to the Board (i) evidence of acceptance, in form and who is not already a Member shall execute and deliver this Agreement or a counterpart substance satisfactory to the Board, of this Agreement and agree in writing to be bound by all of the terms and conditions of this Agreement (including Agreement, including, without limitation, the restrictions on Transfer contained power of attorney granted in this Article 9)Section 1.9 hereof, and shall thereupon (ii) such other documents or instruments as may be admitted required in the sole and absolute discretion of the Board in order to effect such Person’s admission as an Additional Member.
(c) A Transferee of Units who is Notwithstanding anything to the contrary in this Section 3.5, no Person shall be admitted as an Additional Member acceptswithout the unanimous consent of the Board, ratifies which consent may be given or withheld in the Board’s sole and agrees to be bound by all actions duly taken pursuant to the terms and provisions absolute discretion. The admission of this Agreement by the Company on or prior to the date on which such Transferee was admitted any Person as an Additional Member and, without limiting shall become effective on the generality date upon which the name of such Person is recorded on the books and records of the foregoingCompany, specifically ratifies and approves all agreements and other instruments that may have been executed and delivered on behalf following the consent of the Company on or prior Board to such date that are in force and effect on such dateadmission.
(d) Each If any Additional Member is admitted to the Company on any day other than the first day of a Fiscal Year, then Profits, Losses, each item thereof and all other items of income, gain, loss, deduction and credit allocable among Members and Assignees for such Fiscal Year shall be named as a allocated among such Additional Member on Exhibit A. Unless and until admitted as an all other Members and Assignees by taking into account their varying interests during the Fiscal Year in accordance with Code Section 706(d), using the “interim closing of the books” method. All distributions of Available Cash which the Board declares before but are paid after the date of such admission shall be made solely to Members and Assignees other than the Additional Member, a Transferee and all distributions of any Units, or a recipient of any newly issued Units or other Equity Securities of Available Cash declared thereafter shall be made to all the Company, shall have no powers, rights or privileges of a Member of the CompanyMembers and Assignees including such Additional Member.
(e) Following any Transfer of record ownership of Units in accordance with this Article 9, the Transferee thereof No Person shall be admitted to the Company as a Substituted Member or an Additional Member if, in the opinion of legal counsel for the Company, it would result in the Imperium Grays Harbor, LLC Operating Agreement Company being treated as having made all of the Capital Contributions in respect of, and received all of the distributions received in respect of, such Units on a corporation for federal income tax purposes or prior to the date of such Transfer, and shall receive allocations and distributions in respect of such Units as if such Transferee had been a Member from the date of such Transfer. The distributive share of the Company’s income, gains, losses, deductions, credits and other items of a Member whose interest is disposed of, in whole or in part, shall be determined by the Board using any permissible method under Section 706 of the Code and the Treasury Regulations thereunder.
(f) The Company shall maintain books for the purpose of registering the Transfer of Units. Upon a Transfer of any record ownership of Units, the Transferor thereof shall notify otherwise cause the Company so that such Transfer may be registered in to become a reporting company under the books of the Company. A Transfer of any record ownership of Units shall be effective upon registration of the Transfer in the books of the CompanyExchange Act.
Appears in 1 contract
Additional Members. (a) Except as provided in Section 8.01, additional Members may be admitted to the LLC only upon the written consent of the Capital Member and a Majority in Number of the Voting Managing Members. Any such consent shall specify (i) the capital contribution, if any, and the Percentage Interest of the additional Member, (ii) whether such Managing Member is a Voting or Non-Voting Managing Member and (iii) any other rights and obligations of such additional Member. Such approval shall bind all Members. In connection with a Transfer any such admission of Unitsan additional Member, each Person who becomes a record holder of Units in accordance withthis Agreement (including Schedules A and B) ----------- - shall be amended to reflect the additional Member, its capital contribution, if any, its Percentage Interest, its Vesting Commencement Date, and as permitted byany other rights and obligations of the additional Member. In connection with any such admission of an additional Member, the terms of this Agreement, in each case who is not already a Member, shall, in addition to complying with the requirements Percentage Interest or other rights and interests of the last sentence of Section 14.06, execute and deliver this Agreement Capital Member in the LLC may not be diluted or a counterpart of this Agreement and agree in writing to be bound by otherwise modified or adjusted without the terms and conditions of this Agreement that were applicable to the Transferor (including the restrictions on Transfer contained in this Article 9), and shall thereupon be admitted as an additional Member specific written consent of the Company (an “Additional Capital Member”).
(b) Each Person who is issued new Units or other Equity Securities Unless all Voting Managing Members (exclusive of the Company those with respect to whom an Event of Forfeiture has occurred) otherwise agree, in accordance connection with the terms admission of this Agreement and who is not already a any additional Managing Member to the LLC, the Percentage Interests of all Managing Members shall execute and deliver this Agreement or a counterpart of this Agreement and agree in writing be diluted proportionately based on their respective Percentage Interests immediately prior to be bound by the terms and conditions of this Agreement (including the restrictions on Transfer contained in this Article 9), and shall thereupon be admitted as an Additional Memberany such admission.
(c) A Transferee of Units Each Managing Member, and each person who is hereinafter admitted as an Additional Member accepts, ratifies and agrees to be bound by all actions duly taken pursuant to the LLC as a Managing Member, hereby (i) consents to the admission to the LLC of any such third party on such terms and provisions of this Agreement as may be approved by the Company on or prior to the date on which such Transferee was admitted as an Additional Member and, without limiting the generality of the foregoing, specifically ratifies and approves all agreements and other instruments that may have been executed and delivered on behalf of the Company on or prior to such date that are in force and effect on such date.
(d) Each Additional Member shall be named as a Member on Exhibit A. Unless and until admitted as an Additional Member, a Transferee of any Units, or a recipient of any newly issued Units or other Equity Securities of the Company, shall have no powers, rights or privileges of a Member of the Company.
(e) Following any Transfer of record ownership of Units Members in accordance with this Article 9Section 8.02, and to any amendment to this Agreement which may be necessary or appropriate to reflect the Transferee thereof shall be treated as having made all admission of any such third party and the terms of its interest in the LLC, and (ii) acknowledges that, in connection with any admission of any such person, such Member's interest in allocations of Net Profits and Net Losses and distributions of cash and property of the Capital Contributions in respect ofLLC, and received all net proceeds upon liquidation of the distributions received in respect ofLLC, such Units on may be diluted or prior otherwise altered (subject to the date provisions of such Transfer, and shall receive allocations and distributions in respect of such Units as if such Transferee had been a Member from the date of such Transfer. The distributive share of the Company’s income, gains, losses, deductions, credits and other items of a Member whose interest is disposed of, in whole or in part, shall be determined by the Board using any permissible method under this Section 706 of the Code and the Treasury Regulations thereunder.
(f) The Company shall maintain books for the purpose of registering the Transfer of Units. Upon a Transfer of any record ownership of Units, the Transferor thereof shall notify the Company so that such Transfer may be registered in the books of the Company. A Transfer of any record ownership of Units shall be effective upon registration of the Transfer in the books of the Company.8.02
Appears in 1 contract
Additional Members. (a) In connection with a Transfer of UnitsMembership Interests or HoldCo Shares other than in connection with a Transfer pursuant to a Public Offering or pursuant to a Rule 144 Sale, each such Person who becomes a record holder of Units receives Membership Interests or HoldCo Shares in accordance with, and as permitted by, the terms of this Agreement, in each case who is not already a MemberMember (in the case of a Transfer of Membership Interests) or a party (in the case of a Transfer of HoldCo Shares) to this Agreement or the HoldCo Agreement, shall, in addition to complying with the requirements of the last sentence of Section 14.06, shall execute and deliver this Agreement or a counterpart of this Agreement and/or the HoldCo Agreement or a counterpart of the HoldCo Agreement, as the case may be, and agree in writing to be bound by the terms and conditions of this Agreement and/or the HoldCo Agreement, as the case may be, that were applicable to the Transferor transferor (including subject to Section 13.06 hereof, in the restrictions on Transfer contained case of this Agreement, and subject to Section 7.05 of the HoldCo Agreement, in this Article 9the case of the HoldCo Agreement), and and, in the case of a transferee of Membership Interests, shall thereupon be admitted as an additional Member of the Company (an “Additional Member”).
(b) Each Person who is issued new Units or other Equity Securities of the Company Membership Interests in accordance with the terms of this Agreement and who is not already a Member shall execute and deliver this Agreement or a counterpart of this Agreement and agree in writing to be bound by the terms and conditions of this Agreement (including the restrictions on Transfer contained in this Article 9)Agreement, and shall thereupon be admitted as an Additional Member.
(c) A Transferee transferee of Units Membership Interests who is admitted as an Additional Member accepts, ratifies and agrees to be bound by all actions duly taken pursuant to the terms and provisions of this Agreement by the Company on or prior to the date on which such Transferee it was admitted as an Additional Member and, without limiting the generality of the foregoing, specifically ratifies and approves all agreements and other instruments that as may have been executed and delivered on behalf of the Company on or prior to such date that and which are in force and effect on such date.
(d) Each Additional Member shall be named as a Member on Exhibit A. Schedule 4.01. Unless and until admitted as an Additional Member, a Transferee transferee of any UnitsMembership Interest, or a recipient of any newly issued Units or other Equity Securities of the CompanyMembership Interests, shall have no powers, rights or privileges of a Member of the Company.
(e) Following any a Transfer of record ownership of Units any Membership Interests in accordance with this Article 9, the Transferee thereof transferee of such Membership Interests shall be treated as having made all of the Capital Contributions in respect of, and received all of the distributions received in respect of, such Units on or prior to the date of such TransferMembership Interests, and shall receive allocations and distributions in respect of such Units Membership Interests as if such Transferee had been transferee were a Member from Member. Unless otherwise prohibited by Section 706(d) of the date of such Transfer. The Code and Treasury Regulations promulgated thereunder, the following shall apply to select the method to be utilized for determining the distributive share of the Company’s income, gains, losses, deductions, credits and other items of a Member whose interest is disposed of, in whole or in part: (i) upon a closing of (A) any transfer by a Comcast Member to GE or any of its Subsidiaries, (B) any transfer by HoldCo to Comcast or any of its Subsidiaries including, for the avoidance of doubt, the Company, or (C) any HoldCo Redemption Right, the “closing of the books” method (including the “calendar day” convention described in Proposed Treasury Regulations Section 1.706-4(e)(1)) shall be determined utilized and (ii) upon any other transfer by a Member, the transferor Member shall have the right to designate whether to use the “closing of the books” method or the “proration” method; provided that the transferor Member shall indemnify the Company for any reasonable incremental costs and expenses incurred by the Board Company in calculating the items to be allocated under the method selected pursuant to this clause (ii) compared to the costs and expenses that would have been incurred if the Company had calculated the items to be allocated using any permissible the method under Section 706 of the Code and the Treasury Regulations thereundernot selected.
(f) The Company shall maintain books for the purpose of registering the Transfer transfer of Unitsinterests in the Company. Upon a Transfer transfer of any record ownership of Unitsinterests in the Company, the Transferor thereof transferor of such interests shall notify the Company so that such Transfer transfer may be registered in the books of the Company. A Transfer transfer of any record ownership of Units interests in the Company shall be effective upon registration of the Transfer transfer in the books of the Company.
Appears in 1 contract
Samples: Limited Liability Company Agreement (General Electric Co)
Additional Members. (a) In connection with a Transfer of UnitsEquity Securities of the Company, each Person who that becomes a record holder of Units Equity Securities of the Company in accordance with, and as to the extent permitted by, the terms of this AgreementAgreement (including any Transfer pursuant to Section 8.1(a)), in each case who that is not already a Member, shall, in addition to complying with the requirements of the last sentence of Section 14.0613.6, execute and deliver this Agreement or a counterpart of this Agreement and agree in writing to be bound by the terms and conditions of this Agreement that were applicable to the Transferor (including the restrictions on Transfer contained in this Article 9), Section 8.1) and shall thereupon be admitted as an additional Member of the Company (an “Additional Member”); provided that upon the Transfer of any Equity Securities pursuant to Section 8.1(a), the Company shall amend Exhibit A hereto to reflect such Transfer, any revision to Exhibit A made in accordance with this Section 8.8 shall be deemed not to be an amendment to this Agreement for the purposes of Section 13.2 and no action of any Member shall be required for the Company to amend or update Exhibit A hereto, and, if necessary, the other terms and provisions of this Agreement to reflect the Transfer of such Equity Securities; provided, further that any new Member that is not a Permitted Transferee shall also upon the request of the Board, deliver an opinion of counsel, in form and substance reasonably satisfactory to counsel designated by the Board, that such Transfer and any offerings made in connection therewith are in compliance with applicable federal and state securities Laws.
(b) Each Person who is issued new Units or other A Transferee of Equity Securities of the Company in accordance with the terms of this Agreement and who is not already a Member shall execute and deliver this Agreement or a counterpart of this Agreement and agree in writing to be bound by the terms and conditions of this Agreement (including the restrictions on Transfer contained in this Article 9), and shall thereupon be admitted as an Additional Member.
(c) A Transferee of Units who that is admitted as an Additional Member accepts, ratifies and agrees to be bound by all actions duly taken pursuant to the terms and provisions of this Agreement by the Company on or prior to the date on which such Transferee was admitted as an Additional Member and, without limiting the generality of the foregoing, specifically ratifies and approves all agreements and other instruments that may have been executed and delivered on behalf of the Company on or prior to such date that are in force and effect on such date.
(dc) Each Additional Member shall be named as a Member on Exhibit A. Unless and until admitted as an Additional Member, a Transferee of any Units, or a recipient of any newly issued Units or other Equity Securities of the Company, shall have no powers, rights or privileges of a Member of the Company.
(ed) Following any Transfer of record ownership of Units Equity Securities of the Company in accordance with this Article 9Section 8.8, the Transferee thereof shall be treated as having made all of the Capital Contributions in respect of, and received all of the distributions received in respect of, such Units Equity Securities on or prior to the date of such Transfer, and shall receive allocations and distributions in respect of such Units Equity Securities as if such Transferee had been a Member from the date of such Transfer. The distributive share For the avoidance of doubt, the Transferor in any such Transfer shall remain entitled to distributions in accordance with Section 7.1(a)(i)-(v) with respect to the Equity Securities being Transferred for the entire period during which such Member held such Equity Securities of the Company’s income, gains, losses, deductions, credits and other items of a Member whose interest is disposed of, in whole or in part, shall be determined by the Board using any permissible method under Section 706 of the Code and the Treasury Regulations thereunder.
(fe) The Secretary and the Company shall maintain books for the purpose of registering the Transfer of UnitsEquity Securities of the Company. Upon a Transfer of any record ownership of UnitsEquity Securities, the Transferor thereof shall notify the Company so that such Transfer may be registered by the Secretary in the books of the Company. A Transfer of any record ownership of Units Equity Securities shall be effective upon registration of the Transfer in the books and records of the Company.
(f) Notwithstanding anything to the contrary set forth herein, any obligations or rights of, and references to, a Member shall apply to and include the respective Permitted Transferees of such Members that become Additional Members in accordance with the terms of this Agreement and it shall be a condition to any such transfer that such Permitted Transferee be bound as an Initial Member hereunder; provided, that, notwithstanding the foregoing, the rights granted to an Initial Member hereunder (including any rights to effect a Transfer of Equity Securities of the Company), other than rights to distributions pursuant to Article 7 and upon dissolution of the Company pursuant to Article 12, shall be personal to such Initial Member and shall not Transfer to any Transferee (including any Permitted Transferee) and any Initial Member that Transfers Equity Securities of the Company to a Permitted Transferee will be treated as continuing to hold the rights associated with the Equity Securities so Transferred and shall consistently exercise any obligations or rights hereunder with respect to such Permitted Transferee as if such Member continued to hold all applicable Equity Securities of the Company (and did not Transfer such Equity Securities to its Permitted Transferee).
(g) Notwithstanding anything to the contrary set forth herein, if, at any time, a Permitted Transferee of an Initial Member ceases to be a Permitted Transferee of such Initial Member (a “Former Permitted Transferee”), then all Equity Securities in the Company or any of its Subsidiaries then held by such Former Permitted Transferee (and all interests and rights related thereto) will, without any further action required by such Former Permitted Transferee, be automatically Transferred back to the transferor of such Equity Securities in the Company or its Subsidiary, as applicable, and such Former Permitted Transferee and the transferor shall take such action as the Company and the other Members reasonably deem appropriate to document and effect such Transfer.
Appears in 1 contract
Additional Members. (a) In connection Without the prior written consent of the Required Lenders, no Person shall become a Member of the Obligated Group under the Master Trust Indenture; provided that, subject to compliance with a Transfer of Units, each Person who becomes a record holder of Units in accordance with, and as permitted by, the terms of this Agreement, in each case who is not already the Master Trust Indenture relating to entrance into the Obligated Group;
(i) A Person may become a Member, shall, in addition to complying with the requirements Member of the last sentence Obligated Group without the consent of Section 14.06, execute and deliver this Agreement or the Required Lenders upon satisfaction of the following conditions:
(A) the addition such Person as a counterpart Member of this Agreement and agree in writing the Obligated Group would not cause an Event of Default to occur;
(B) receipt by the Administrative Agent of all documents required to be bound delivered pursuant to the Master Trust Indenture in connection therewith;
(C) after giving effect to the addition of such Person to the Obligated Group, the System shall be in compliance on a pro forma basis with Section 5.13 hereof; and
(D) after giving effect to the addition of such Person to the Obligated Group, the Unrestricted Net Assets of the System would not decline by 25% or more from that shown in the most recent Fiscal Year audited financial statements of the System delivered to the Administrative Agent pursuant to Section 5.04(b) hereof. All of the terms and conditions described in (i) of this Agreement that were applicable Section 5.14 shall be demonstrated to the Transferor (including the restrictions on Transfer contained in this Article 9), and shall thereupon be admitted as Administrative Agent by delivery of an additional Member officer’s certificate of the Company Parent Corporation, which certificate (an “Additional Member”)and any attachments thereto) shall be in form and substance reasonably satisfactory to the Administrative Agent.
(b) Each Person who is issued new Units or other Equity Securities becomes a Member of the Company Obligated Group pursuant to (a) above shall assume in accordance with writing, pursuant to the terms Master Trust Indenture, the due and punctual payment of this Agreement the obligations and who is not already a Member shall execute performance and deliver this Agreement or a counterpart observance of this Agreement and agree in writing to be bound by all the terms covenants and conditions of this Agreement (including the restrictions on Transfer contained in this Article 9), and shall thereupon be admitted as an Additional MemberBank Master Note.
(c) A Transferee Person may withdraw as Member of Units who is admitted as an Additional Member acceptsthe Obligated Group without the consent of the Required Lenders if:
(i) its net assets or net revenues are not equal to or greater than ten percent (10%) of the combined or consolidated net assets or net revenues, ratifies and agrees to be bound by all actions duly taken respectively, of the Obligated Group (determined on the basis of the audited financial statements most recently delivered pursuant to Section 5.04(b)); and
(ii) the terms withdrawal from the Obligated Group shall not impair the joint and provisions several nature of this Agreement by the Company on or prior to obligations of the date on which such Transferee was admitted as an Additional remaining Members of the Obligated Group under the Master Trust Indenture and hereunder if more than one Member and, without limiting the generality of remains Notwithstanding the foregoing, specifically ratifies and approves all agreements and other instruments that the Borrower may have been executed and delivered on behalf not withdraw from the Obligated Group without the prior written consent of the Company on or prior to such date that are in force and effect on such dateRequired Lenders.
(d) Each Additional Member shall be named as a Member on Exhibit A. Unless and until admitted as an Additional Member, a Transferee of any Units, or a recipient of any newly issued Units or other Equity Securities of the Company, shall have no powers, rights or privileges of a Member of the Company.
(e) Following any Transfer of record ownership of Units in accordance with this Article 9, the Transferee thereof shall be treated as having made all of the Capital Contributions in respect of, and received all of the distributions received in respect of, such Units on or prior to the date of such Transfer, and shall receive allocations and distributions in respect of such Units as if such Transferee had been a Member from the date of such Transfer. The distributive share of the Company’s income, gains, losses, deductions, credits and other items of a Member whose interest is disposed of, in whole or in part, shall be determined by the Board using any permissible method under Section 706 of the Code and the Treasury Regulations thereunder.
(f) The Company shall maintain books for the purpose of registering the Transfer of Units. Upon a Transfer of any record ownership of Units, the Transferor thereof shall notify the Company so that such Transfer may be registered in the books of the Company. A Transfer of any record ownership of Units shall be effective upon registration of the Transfer in the books of the Company.
Appears in 1 contract
Samples: Syndicated Credit Agreement
Additional Members. (a) Except as provided in Section 8.01, additional Members may be admitted to the LLC only upon the written consent of the Class A Member and Two- thirds in Number of the Class B Members. Any such consent shall specify (i) the capital contribution, if any, and the Percentage Interest of the additional Member, (ii) the class of membership interest to be owned by such additional Member, and (iii) any other rights and obligations of such additional Member. Such approval shall bind all Members. In connection with a Transfer any such admission of Unitsan additional Member, each Person who becomes a record holder of Units in accordance withthis Agreement (including Schedules A and B) shall be amended to reflect the additional Member, ----------- its capital contribution, if any, its Percentage Interest, its Vesting Commencement Date, and as permitted byany other rights and obligations of the additional Member. In connection with any such admission of an additional Member, the terms Percentage Interest or other rights and interests of this Agreement, each Class A Member and Class C Member in each case who is the LLC may not already a be diluted or otherwise modified or adjusted without the specific written consent of such Class A or Class C Member, shall, in addition to complying with the requirements of the last sentence of Section 14.06, execute and deliver this Agreement or a counterpart of this Agreement and agree in writing to be bound by the terms and conditions of this Agreement that were applicable to the Transferor (including the restrictions on Transfer contained in this Article 9), and shall thereupon be admitted as an additional Member of the Company (an “Additional Member”).
(b) Each Person who is issued new Units or other Equity Securities Unless all Class B Members (exclusive of the Company those with respect to whom an Event of Forfeiture has occurred) otherwise agree, in accordance connection with the terms admission of this Agreement and who is not already a any additional Class B or Class C Member to the LLC, the Percentage Interests of all Class B Members shall execute and deliver this Agreement or a counterpart of this Agreement and agree in writing be diluted proportionately based on their respective Percentage Interests immediately prior to be bound by the terms and conditions of this Agreement (including the restrictions on Transfer contained in this Article 9), and shall thereupon be admitted as an Additional Memberany such admission.
(c) A Transferee of Units Each Class B Member, and each person who is hereinafter admitted as an Additional Member accepts, ratifies and agrees to be bound by all actions duly taken pursuant to the LLC as a Class B Member, hereby (i) consents to the admission to the LLC of any such third party on such terms as may be approved by the Members in accordance with this Section 8.02, and to any amendment to this Agreement which may be necessary or appropriate to reflect the admission of any such third party and the terms of its interest in the LLC, and (ii) acknowledges that, in connection with any admission of any such person, such Member's interest in allocations of Net Profits and Net Losses and distributions of cash and property of the LLC, and net proceeds upon liquidation of the LLC, may be diluted or otherwise altered (subject to the provisions of this Agreement by the Company on or prior to the date on which such Transferee was admitted as an Additional Member and, without limiting the generality of the foregoing, specifically ratifies and approves all agreements and other instruments that may have been executed and delivered on behalf of the Company on or prior to such date that are in force and effect on such dateSection 8.02).
(d) Each Additional Member Any amendment to this Agreement which shall be named as a Member on Exhibit A. Unless and until admitted as an Additional made in order to effectuate the provisions of this Section 8.02 shall be executed by the additional Member, a Transferee of any Units, or a recipient of any newly issued Units or other Equity Securities the Class A Member and Two-thirds in Number of the CompanyClass B Members, shall have no powers, rights or privileges of a Member of the Company.
(e) Following and any Transfer of record ownership of Units in accordance with this Article 9, the Transferee thereof such amendment shall be treated as having made binding upon all of the Capital Contributions in respect of, and received all of the distributions received in respect of, such Units on or prior to the date of such Transfer, and shall receive allocations and distributions in respect of such Units as if such Transferee had been a Member from the date of such Transfer. The distributive share of the Company’s income, gains, losses, deductions, credits and other items of a Member whose interest is disposed of, in whole or in part, shall be determined by the Board using any permissible method under Section 706 of the Code and the Treasury Regulations thereunderMembers.
(f) The Company shall maintain books for the purpose of registering the Transfer of Units. Upon a Transfer of any record ownership of Units, the Transferor thereof shall notify the Company so that such Transfer may be registered in the books of the Company. A Transfer of any record ownership of Units shall be effective upon registration of the Transfer in the books of the Company.
Appears in 1 contract
Additional Members. (a) Except as provided in Section 8.01, additional Members may be admitted to the LLC only upon the written consent of the Class A Member and Two- thirds in Number of the Class B Members. Any such consent shall specify (i) the capital contribution, if any, and the Profit Member Percentage Interest, if applicable, of the additional Member, (ii) the class of membership interest to be owned by such additional Member, and (iii) any other rights and obligations of such additional Member. Such approval shall bind all Members. In connection with a Transfer any such admission of Unitsan additional Member, each Person who becomes a record holder this Agreement (including Schedules A and B) shall be amended to reflect the additional Member, its ----------- - capital contribution, if any, its Profit Member Percentage Interest (if applicable), its Vesting Commencement Date, the portion of Units in accordance withits interest, if any, which is vested, and as permitted byany other rights and obligations of the additional Member. In connection with any such admission of an additional Member, the terms Profit Member Percentage Interest or other rights and interests of this Agreement, each Class C Member in each case who is the LLC may not already a be diluted or otherwise modified or adjusted without the specific written consent of such Class C Member, shall, in addition to complying with and the requirements admission of the last sentence of Section 14.06, execute and deliver this Agreement or a counterpart of this Agreement and agree in writing to be bound by the terms and conditions of this Agreement that were applicable to the Transferor (including the restrictions on Transfer contained in this Article 9), and shall thereupon be admitted as an additional Member shall in no event dilute, modify or adjust the interest of the Company (an “Additional Class A Member”), without the Class A Member's specific written consent.
(b) Each Person who is issued new Units or other Equity Securities Unless all Class B Members (exclusive of the Company those with respect to whom an Event of Forfeiture has occurred) otherwise agree, in accordance connection with the terms admission of this Agreement and who is not already a any additional Class B or Class C Member to the LLC, the Profit Member Percentage Interests of all Class B Members shall execute and deliver this Agreement or a counterpart of this Agreement and agree in writing be diluted proportionately based on their respective Profit Member Profit Member Percentage Interests immediately prior to be bound by the terms and conditions of this Agreement (including the restrictions on Transfer contained in this Article 9), and shall thereupon be admitted as an Additional Memberany such admission.
(c) A Transferee of Units Each Class B Member, and each person who is hereinafter admitted as an Additional Member accepts, ratifies and agrees to be bound by all actions duly taken pursuant to the LLC as a Class B Member, hereby (i) consents to the admission to the LLC of any such third party on such terms as may be approved by the Members in accordance with this Section 8.02, and to any amendment to this Agreement which may be necessary or appropriate to reflect the admission of any such third party and the terms of its interest in the LLC, and (ii) acknowledges that, in connection with any admission of any such person, such Member's interest in allocations of Net Profits and Net Losses and distributions of cash and property of the LLC, and net proceeds upon liquidation of the LLC, may be diluted or otherwise altered (subject to the provisions of this Agreement by the Company on or prior to the date on which such Transferee was admitted as an Additional Member and, without limiting the generality of the foregoing, specifically ratifies and approves all agreements and other instruments that may have been executed and delivered on behalf of the Company on or prior to such date that are in force and effect on such dateSection 8.02).
(d) Each Additional Member Any amendment to this Agreement which shall be named as a Member on Exhibit A. Unless and until admitted as an Additional made in order to effectuate the provisions of this Section 8.02 shall be executed by the additional Member, a Transferee of any Units, or a recipient of any newly issued Units or other Equity Securities the Class A Member and Two-thirds in Number of the CompanyClass B Members, shall have no powers, rights or privileges of a Member of the Company.
(e) Following and any Transfer of record ownership of Units in accordance with this Article 9, the Transferee thereof such amendment shall be treated as having made binding upon all of the Capital Contributions in respect of, and received all of the distributions received in respect of, such Units on or prior to the date of such Transfer, and shall receive allocations and distributions in respect of such Units as if such Transferee had been a Member from the date of such Transfer. The distributive share of the Company’s income, gains, losses, deductions, credits and other items of a Member whose interest is disposed of, in whole or in part, shall be determined by the Board using any permissible method under Section 706 of the Code and the Treasury Regulations thereunderMembers.
(f) The Company shall maintain books for the purpose of registering the Transfer of Units. Upon a Transfer of any record ownership of Units, the Transferor thereof shall notify the Company so that such Transfer may be registered in the books of the Company. A Transfer of any record ownership of Units shall be effective upon registration of the Transfer in the books of the Company.
Appears in 1 contract
Additional Members. (a) In connection with a Transfer of Units, each Person who becomes a record holder of Units in accordance with, and as permitted by, Subject to the terms of this Agreement, in each case who is not already a Member, shall, in addition to complying with upon the requirements approval of the last sentence Board of Section 14.06Directors, execute and deliver this Agreement or a counterpart of this Agreement and agree in writing to be bound by the terms and conditions of this Agreement that were applicable to the Transferor (including the restrictions on Transfer contained in this Article 9), and shall thereupon be admitted as an additional Member of the Company may admit one or more additional Members to which it issues any Units (each, an “Additional Member”), to be treated as a “Member” for all purposes hereunder.
(b) Each Person who is issued new Units or other Equity Securities Prior to the admission of the Company in accordance with the terms of this Agreement and who is not already a Member shall execute and deliver this Agreement or a counterpart of this Agreement and agree in writing to be bound by the terms and conditions of this Agreement (including the restrictions on Transfer contained in this Article 9), and shall thereupon be admitted as an Additional Member, the Board of Directors shall determine: (i) the Capital Contribution (if any) of such Additional Member, (ii) whether such Additional Member shall be denominated a Fernweh Member, Aztec Member or Management Member, (iii) the number of Units to be granted to such Additional Member, and (iv) whether such Units shall be Common Units, Incentive Units or a new class of Units authorized by the Board of Directors, and in the case of such new Units, the terms thereof and the price to be paid therefor.
(c) A Transferee of Units who is Person shall be admitted as an Additional Member accepts, ratifies only at the time such Person (i) executes a joinder agreement to this Agreement that is in form and agrees to be bound by all actions duly taken pursuant substance satisfactory to the terms and provisions Board of this Agreement by the Company on or prior to the date on which such Transferee was admitted as an Additional Member andDirectors, without limiting the generality of the foregoing, specifically ratifies and approves all agreements and other instruments that may have been executed and delivered on behalf of the Company on or prior to such date that are in force and effect on such date.
(dii) Each Additional Member shall be named as a Member on Exhibit A. Unless and until admitted as an Additional Member, a Transferee of any Units, or a recipient of any newly issued Units or other Equity Securities of the Company, shall have no powers, rights or privileges of a Member of the Company.
(e) Following any Transfer of record ownership of Units in accordance with this Article 9, the Transferee thereof shall be treated as having made all of makes the Capital Contributions in respect of, and received all of the distributions received in respect of, such Units on or prior (if any) to the date of such Transfer, Company in a form and shall receive allocations and distributions in respect of such Units as if such Transferee had been a Member from the date of such Transfer. The distributive share of the Company’s income, gains, losses, deductions, credits and other items of a Member whose interest is disposed of, in whole or in part, shall an amount to be determined by the Board using any permissible method under Section 706 of Directors, (iii) complies with the Code and the Treasury Regulations thereunder.
applicable Board of Directors resolution (fif any) The Company shall maintain books for the purpose of registering the Transfer of Units. Upon a Transfer of any record ownership of Unitswith respect to such admission, the Transferor thereof shall notify (iv) is issued Units by the Company so that and (v) is named as a Member in Schedule A hereto. The Board of Directors is authorized to amend this Agreement and Schedule A hereto to reflect any issuance of Units and any such Transfer admission and any actions taken pursuant to and in accordance with this Section 3.08. For the avoidance of doubt, additional Units may be registered granted to an existing Member in the books of the Company. A Transfer of any record ownership of Units shall , and such Member will be effective upon registration of the Transfer in the books of the Companytreated as an Additional Member with respect to such newly granted Units.
Appears in 1 contract
Additional Members. (a) In connection with a Transfer Subject, in the case of Unitsthe issuance of Class A Membership Interests, each Person who becomes a record holder to Section 3.6, following the Company’s formation, the Company may admit one or more Additional Class A Members, Additional Class B Members or Additional Class B-1 Members from time to time by an amendment to Schedule A, Schedule B or Schedule B-1, as the case may be, to this Agreement approved in writing by the Board of Units Managers and the Additional Members in accordance with, and as permitted by, the terms of this Agreement, in each case who is not already a Member, shall, in addition to complying with the requirements of the last sentence of Section 14.06, execute and deliver this Agreement or a counterpart of this Agreement and agree no other consent or approval of any other Members shall be required in writing connection therewith, except as provided in Section 7.4(a). The Capital Contributions and Percentage Interests of any Additional Members shall be reasonably determined by the Board of Managers and valued at Fair Market Value by the Board of Managers (acting in good faith and on behalf of the Company) (including taking into consideration any accrued value of the Membership Interests issued prior to the admission of such Additional Class A Member); provided, however, that no Person shall be admitted as an Additional Class A Member or allocated a Class A Membership Interest except upon the payment of a Capital Contribution in the form of cash or securities or other property. Upon the admission to the Company of any Additional Members who are allocated Membership Interests in accordance with this Section 3.3, the Membership Interests of the other Members shall be reduced accordingly on a pro rata basis. Schedule A, Schedule B and Schedule B-1 shall be amended from time to time in accordance with the provisions of this Section 3.3 effective as of the effective date of the admission of an Additional Member to the Company. As a condition to being admitted to the Company, each Additional Member shall execute an agreement to be bound by the terms and conditions of this Agreement. For avoidance of doubt, the issuance of Class B Percentage Interests to Additional Class B Members and/or the issuance of Class B-1 Percentage Interests to Additional Class B-1 Members shall reduce (i) the Class A Percentage Interests of the Class A Members on a pro rata basis until such time as the Class B Limit is reached and (ii) after the Class B Limit is reached, the Class B Percentage Interests of the Class B Members and the Class B-1 Percentage Interests of the Class B-1 Members on a pro rata basis; and the issuance of Class A Percentage Interests to Additional Class A Members shall reduce the Percentage Interests of all Members on a pro rata basis. Notwithstanding anything in this Agreement that were applicable to the Transferor contrary, (including i) in no event shall the restrictions on Transfer contained sum of the aggregate Class B Percentage Interests and the aggregate Class B-1 Percentage Interests exceed 9.849764733% (such limit, which shall be reduced proportionately in the event of any issuance of Class A Membership Interests after the date of this Article 9Agreement, the “Class B Limit”), and (ii) in the event that Class B Percentage Interests are issued to Additional Class B Members and/or that Class B-1 Percentage Interests are issued to Additional Class B-1 Members, as the case may be, and the issuance or vesting of such Class B Percentage Interests and/or Class B-1 Percentage Interests, as the case may be, gives rise to a deduction for income tax purposes, such deduction shall thereupon be admitted as an additional Member of specially allocated to the Company (an “Additional Member”).
(b) Each Person who is issued new Units or other Equity Securities of the Company Class A Members in accordance with their respective Class A Percentage Interests and, to the terms extent that the sum of this Agreement the aggregate Class B Percentage Interests and who is not already a Member shall execute Class B-1 Percentage Interests exceeds the Class B Limit, to the Class B Members and deliver this Agreement Class B-1 Members, as the case may be, in accordance with their respective Class B Percentage Interests or a counterpart of this Agreement and agree in writing to be bound by Class B-1 Percentage Interest, as the terms and conditions of this Agreement (including the restrictions on Transfer contained in this Article 9)case may be, and shall thereupon be admitted as an Additional Member.
(c) A Transferee of Units who is admitted as an Additional Member acceptsin each case, ratifies and agrees to be bound by all actions duly taken pursuant to the terms and provisions of this Agreement by the Company on or prior to the date on which such Transferee was admitted as an Additional Member and, without limiting the generality of the foregoing, specifically ratifies and approves all agreements and other instruments that may have been executed and delivered on behalf of the Company on or immediately prior to such date that are in force and effect on such dateissuance.
(d) Each Additional Member shall be named as a Member on Exhibit A. Unless and until admitted as an Additional Member, a Transferee of any Units, or a recipient of any newly issued Units or other Equity Securities of the Company, shall have no powers, rights or privileges of a Member of the Company.
(e) Following any Transfer of record ownership of Units in accordance with this Article 9, the Transferee thereof shall be treated as having made all of the Capital Contributions in respect of, and received all of the distributions received in respect of, such Units on or prior to the date of such Transfer, and shall receive allocations and distributions in respect of such Units as if such Transferee had been a Member from the date of such Transfer. The distributive share of the Company’s income, gains, losses, deductions, credits and other items of a Member whose interest is disposed of, in whole or in part, shall be determined by the Board using any permissible method under Section 706 of the Code and the Treasury Regulations thereunder.
(f) The Company shall maintain books for the purpose of registering the Transfer of Units. Upon a Transfer of any record ownership of Units, the Transferor thereof shall notify the Company so that such Transfer may be registered in the books of the Company. A Transfer of any record ownership of Units shall be effective upon registration of the Transfer in the books of the Company.”
Appears in 1 contract
Samples: Limited Liability Company Operating Agreement (Aeroflex Holding Corp.)
Additional Members. (a) In A Member who Transfers all of its Shares pursuant to a Transfer permitted under this Agreement shall cease to be a Member of the Company and a party to this Agreement except that unless and until an Additional Member is admitted in its stead, the transferring Member shall not cease to be a Member of the Company under the Act and a party to this Agreement and shall retain the rights and powers of a Member under the Act and hereunder. Any Person who is a transferee of any Shares of a Member who has satisfied the requirements of this Article IX shall become an Additional Member only when (i) the Board of Managers has entered such Person as a Member on the books and records of the Company, which the Board of Managers is hereby directed to do upon satisfaction of such requirements, (ii) if so required by the Board of Managers, such Person shall have paid all reasonable legal fees and filing costs in connection with a Transfer of Units, each Person who becomes a record holder of Units in accordance with, and its substitution as permitted by, the terms of this Agreement, in each case who is not already a Member, shall(iii) such Person executes an accession agreement, in addition to complying with such form as is approved by the requirements Board of the last sentence of Section 14.06Managers, execute and deliver this Agreement or a counterpart of this Agreement Agreement, and agree (iv) with respect to any transfer after the Closing by a Legacy Archipelago Member or a Legacy REDI Member, such transferee agrees in writing to be bound by all of the terms and conditions provisions of Section 9.16 of this Agreement that were and Section 5.9 of the Exchange Agreement applicable to the Transferor transferor. Notwithstanding anything to the contrary contained in this Agreement (other than Section 9.15), a Person shall become an Additional Member and shall become bound by this Agreement without executing this Agreement upon (i) the approval of a majority of the Board of Managers, without further act, vote or consent of any Member, Manager or Person, (ii) the issuance of Shares to such Person in connection with the Program and the Program Documents (including in connection with the assignment of the right to be issued such Shares by a participant in the Program to such Person) and (iii) the execution by such Person of an agreement or other writing, in such form as is approved by the Board of Managers, providing that such Person shall become a member of the Company upon such issuance of Shares. Notwithstanding anything to the contrary contained in this Agreement (including the restrictions on Transfer immediately preceding sentence), a Person shall become an Additional Member and shall become bound by this Agreement in accordance with Sections 9.15. Notwithstanding anything to the contrary contained in this Article 9Agreement, any Person (other than a transferee of any Shares) may also become an Additional Member (and may be issued Shares in connection therewith) upon (i) (x) in the case of a Person that upon admission as a Member would have a Percentage Interest of ten percent (10%) or more, the consent of Class A Members and Class A Preferred Members holding, in the aggregate, Shares representing eighty percent (80%) or more of the sum of the Class A Shares then outstanding and the Class A Shares then issuable upon conversion of the Class A Preferred Shares then outstanding and (y) in the case of a Person that upon admission as a Member would have a Percentage Interest of less than ten percent (10%), the approval of the Board of Managers in accordance with Section 3.3(b), without further act, vote or consent of any Member, Manager or Person, and (ii) the execution by such Person of an accession agreement, in such form as is approved by the Board of Managers, or a counterpart of this Agreement. Any existing Member who acquires additional Shares in accordance with this Agreement shall thereupon automatically be admitted as an to the Company with respect to such additional Shares without any act, vote or consent of any Member, Manager or other Person. Upon the Transfer or issuance of any Shares permitted under this Agreement or the admission of any Additional Member and from time to time in connection with the adjustment of the Company (Capital Accounts of the Members accomplished in accordance with this Agreement, the Board of Managers shall amend Schedules 2.7(a), 2.7(b), 2.7(c), 3.2(a), 3.7, 6.1(a), 6.1(b), 6.1(c), 6.1(d), 6.1(e), 6.1(f), 7.1(a) and 9.10(a) to set forth the Initial Capital Contributions and the date thereof, the Percentage Interests, the Class A Shares, the Class A Percentage Interests, the Class B Shares, the Class C Shares, the Class A Preferred Shares, the Capital Accounts and the Ultimate Parent Entities of the Members, and the names and the mailing addresses of the Members, the Managers and the non-voting advisors, in each case, as applicable. The admission of an “Additional Member”)Member shall not in and of itself constitute an amendment of this Agreement.
(b) Each Any Person who is issued new Units a transferee of all or other Equity Securities any portion of the Company in accordance with the terms Shares of this Agreement and who is not already a Member but who does not become an Additional Member and desires to make a further Transfer of any such Shares, shall execute and deliver this Agreement or a counterpart of this Agreement and agree in writing be subject to be bound by all the terms and conditions provisions of this Agreement (including the restrictions on Transfer contained in this Article 9), and shall thereupon be admitted as an Additional Member.
(cIX) A Transferee of Units who is admitted as an Additional Member accepts, ratifies and agrees to be bound by all actions duly taken pursuant to the terms same extent and provisions of this Agreement by in the Company on or prior same manner as any Member desiring to the date on which such Transferee was admitted as an Additional Member and, without limiting the generality of the foregoing, specifically ratifies and approves all agreements and other instruments that may have been executed and delivered on behalf of the Company on or prior to such date that are in force and effect on such date.
(d) Each Additional Member shall be named as a Member on Exhibit A. Unless and until admitted as an Additional Member, a Transferee of any Units, or a recipient of any newly issued Units or other Equity Securities of the Company, shall have no powers, rights or privileges of a Member of the Company.
(e) Following any Transfer of record ownership of Units in accordance with this Article 9, the Transferee thereof shall be treated as having made all of the Capital Contributions in respect of, and received all of the distributions received in respect of, such Units on or prior to the date of such Transfer, and shall receive allocations and distributions in respect of such Units as if such Transferee had been a Member from the date of such Transfer. The distributive share of the Company’s income, gains, losses, deductions, credits and other items of a Member whose interest is disposed of, in whole or in part, shall be determined by the Board using any permissible method under Section 706 of the Code and the Treasury Regulations thereunder.
(f) The Company shall maintain books for the purpose of registering the Transfer of Units. Upon make a Transfer of any record ownership of Units, the Transferor thereof shall notify the Company so that such Transfer may be registered in the books of the Company. A Transfer of any record ownership of Units shall be effective upon registration of the Transfer in the books of the CompanyShares.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Archipelago Holdings L L C)
Additional Members. (a) In connection with a Transfer of Unitsany Membership Interest (or portion thereof), each MH Permitted Transferee, CME Group Permitted Transferee or other Person who becomes receives a record holder of Units Membership Interest in accordance with, and as permitted by, with the terms of this Agreement, in each case who is not already a Member, shall, in addition to complying with the requirements of the last sentence of Section 14.06, shall execute and deliver this Agreement or a counterpart of this Agreement and agree in writing to be bound by the terms and conditions of this Agreement that were applicable to the Transferor (including the restrictions on Transfer contained in this Article 9)Transferring Member, and shall thereupon be admitted as an additional Member of the Company (an “Additional Member”).. The ultimate parent of any Additional Member that becomes such as a result of a Transfer of all of the Membership Interests held by a Parent Member Group shall be entitled to, upon the assumption by the ultimate parent of such Additional Member of all of the rights and obligations of the applicable Parent hereunder, all of the rights, and be subject to all of the obligations or restrictions, hereunder applicable to the Parent of the Transferring Parent Member Group in its capacity as such (including the right to appoint Directors pursuant to Section 5.1(b)), and it shall be a condition to any such Transfer that the ultimate parent of such Additional Member expressly assumes all such rights and obligations. Except as provided in the preceding sentence, no Additional Member shall be entitled to any of the rights, or be subject to 70
(b) Each Person who that is issued new Units or other Equity Securities of the Company any newly issued Membership Interest in accordance with the terms of this Agreement and who that is not already a Member shall execute and deliver this Agreement or a counterpart of this Agreement and agree in writing to be bound by the terms and conditions of this Agreement (including the restrictions on Transfer contained in this Article 9)Agreement, and shall thereupon be admitted as an Additional Member.
(c) A Transferee of Units who is admitted as an . An Additional Member accepts, ratifies and agrees to be bound by all actions duly taken pursuant to the terms and provisions of this Agreement by the Company on or prior to the date on which such Transferee it was admitted as an Additional Member and, without limiting the generality of the foregoing, specifically ratifies and approves all agreements and other instruments that as may have been executed and delivered on behalf of the Company on or prior to such date that and which are in force and effect on such date.
(dc) Each Additional Member shall be named as a Member on Exhibit A. Schedule 4.1 hereto. Unless and until admitted as an Additional Member, a Transferee transferee of any UnitsMembership Interest (or portion thereof), or a recipient of any newly issued Units Membership Interest (or other Equity Securities of the Companyportion thereof), shall have no powers, rights or privileges of a Member of the Company.
(e) Following any Transfer of record ownership of Units in accordance with this Article 9, the Transferee thereof shall be treated as having made all of the Capital Contributions in respect of, and received all of the distributions received in respect of, such Units on or prior to the date of such Transfer, and shall receive allocations and distributions in respect of such Units as if such Transferee had been a Member from the date of such Transfer. The distributive share of the Company’s income, gains, losses, deductions, credits and other items of a Member whose interest is disposed of, in whole or in part, shall be determined by the Board using any permissible method under Section 706 of the Code and the Treasury Regulations thereunder.
(f) The Company shall maintain books for the purpose of registering the Transfer of Units. Upon a Transfer of any record ownership of Units, the Transferor thereof shall notify the Company so that such Transfer may be registered in the books of the Company. A Transfer of any record ownership of Units shall be effective upon registration of the Transfer in the books of the Company.
Appears in 1 contract
Samples: Limited Liability Company Agreement (McGraw-Hill Companies Inc)
Additional Members. (a) In connection with a direct Transfer of UnitsMembership Interests, each such Person who becomes a record holder of Units receives Membership Interests in accordance with, and as permitted by, the terms of this Agreement, in each case case, who is not already a Member, shall, in addition to complying with the requirements of the last sentence of Section 14.0613.08, execute and deliver this Agreement or a counterpart of this Agreement and agree in writing to be bound by the terms and conditions of this Agreement that were applicable to the Transferor Transferring Member (including the restrictions on Transfer contained in this Article 9IX), and and, in the case of a transferee of Membership Interests, shall thereupon be admitted as an additional Member of the Company (each, an “Additional Member”).
(b) Each Person who is issued new Units or other Equity Securities of the Company Membership Interests in accordance with the terms of this Agreement and who is not already a Member shall execute and deliver this Agreement or a counterpart of this Agreement and agree in writing to be bound by the terms and conditions of this Agreement (including the restrictions on Transfer contained in this Article 9), and shall thereupon be admitted as an Additional Member. Notwithstanding the foregoing, if and when JBIC considers investing in the Company and becoming a Member, the Members shall discuss the terms and conditions of such investment, including the amendment of this Agreement.
(c) A Transferee transferee of Units the Membership Interests who is admitted as an Additional Member accepts, ratifies and agrees to be bound by all actions duly taken pursuant to the terms and provisions of this Agreement by the Company on or prior to the date on which such Transferee it was admitted as an Additional Member and, without limiting the generality of the foregoing, specifically ratifies and approves all agreements and other instruments that as may have been executed and delivered on behalf of the Company on or prior to such date that and which are in force and effect on such date.
(d) Each Additional Member shall be named as a Member on Exhibit A. the Members Schedule. Unless and until admitted as an Additional Member, a Transferee transferee of any UnitsMembership Interest, or a recipient of any newly issued Units or other Equity Securities of the CompanyMembership Interests, shall have no powers, rights or privileges of a Member of the Company.
(e) Following any a direct Transfer of record ownership of Units any Membership Interests in accordance with this Article 9IX, the Transferee thereof transferee of such Membership Interests shall be treated as having made all of the Capital Contributions in respect of, and received all of the distributions received in respect of, such Units on or prior to the date of such TransferMembership Interests, and shall receive allocations and distributions in respect of such Units Membership Interests as if such Transferee had been transferee were a Member from in accordance with the date provisions of such Transferthis Agreement. The Unless otherwise prohibited by Section 706(d) of the Code and Treasury Regulations promulgated thereunder, or unless otherwise determined by the Board, the “closing of the books” method (including the “calendar day” convention described in Treasury Regulations Section 1.706-4) shall be utilized for determining the distributive share of the Company’s income, gains, losses, deductions, credits and other items of a Member whose interest is disposed of, in whole or in part, shall be determined by the Board using any permissible method under Section 706 of the Code and the Treasury Regulations thereunder.
(f) The Company shall maintain books for the purpose a record of registering the Transfer direct Transfers of UnitsMembership Interests. Upon a direct Transfer of any record ownership of UnitsMembership Interests, the Transferor thereof Transferring Member shall notify the Company so that such Transfer may be registered in the books of the Company. A Transfer of any record ownership of Units shall be effective upon registration of the Transfer in the books of the CompanyMembers Schedule.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Japan Bank for International Cooperation)
Additional Members. (a) In connection with Upon written approval of a Transfer Supermajority Interest, any Person acquiring newly issued Units may be admitted to the Company as an Additional Member. Each such Additional Member shall execute and deliver a written instrument satisfactory to the Board of UnitsManagers, each Person who becomes whereby such Additional Member shall become a record holder of Units in accordance with, and as permitted by, the terms of party to this Agreement, in each case who is not already a Member, shall, in addition to complying with as well as any other documents required by the requirements Board of the last sentence Managers. Upon execution and delivery of Section 14.06, execute and deliver this Agreement or a counterpart of this Agreement and agree in writing to be bound acceptance thereof by the terms and conditions Board of this Agreement that were applicable to the Transferor (including the restrictions on Transfer contained in this Article 9)Managers, and such Person shall thereupon be admitted as an additional a Member. Each such Additional Member shall thereafter be entitled to all the rights and subject to all the obligations of the Company (an “Additional Member”)a Member as set forth herein.
(b) Each Notwithstanding anything to the contrary in this Agreement, a Person who that acquires any Units (and any fraction thereof) but that is issued new not admitted as a Member pursuant to Section 3.5(a) or 8.3 (an “Unadmitted Assignee”) shall be entitled only to allocations and distributions with respect to such Units or other Equity Securities of the Company (and any fraction thereof) in accordance with Article IV and Section 10.2 (and only for the terms of this Agreement and who is not already a Member shall execute and deliver this Agreement or a counterpart of this Agreement and agree in writing to be bound period such Units are held by the terms and conditions of this Agreement (including the restrictions on Transfer contained in this Article 9such Unadmitted Assignee), and shall thereupon be admitted as an Additional Member.
(c) A Transferee of Units who is admitted as an Additional Member accepts, ratifies and agrees have no right to be bound by all actions duly taken pursuant to the terms and provisions of this Agreement by the Company on any information or prior to the date on which such Transferee was admitted as an Additional Member and, without limiting the generality accounting of the foregoing, specifically ratifies and approves all agreements and other instruments that may have been executed and delivered on behalf of the Company on or prior to such date that are in force and effect on such date.
(d) Each Additional Member shall be named as a Member on Exhibit A. Unless and until admitted as an Additional Member, a Transferee of any Units, or a recipient of any newly issued Units or other Equity Securities affairs of the Company, shall not be entitled to inspect the books or records of the Company, and shall have no powers, other rights or privileges of a Member under the Delaware Act or this Agreement, including any voting rights (including voting rights with respect to the merger, consolidation, conversion or dissolution of the Company.
(e) Following ), preemptive rights and any Transfer of record ownership of Units rights to elect or appoint a Manager. Notwithstanding anything to the contrary in accordance with this Article 9Agreement, the Transferee thereof any such Unadmitted Assignee shall be treated bound by the obligation to make any Required Additional Capital Contribution (with respect to its Unit Percentage as having made if it were a Member) pursuant to Section 3.2(a) and shall have the right to make any Requested Additional Capital Contribution (with respect to its Unit Percentage as if it were a Member) pursuant to Section 3.2(b) (but such Unadmitted Assignee shall have no right to make a Company Loan), and shall otherwise be bound by the provisions of Section 3.2. Further, all Units (and any fraction thereof) held by such UnadmittedAssignee shall be subject to all of the Capital Contributions restrictions applicable to Units held by Members set forth in respect of, Article VIII and received all of the distributions received in respect of, such Units on or prior to the date of such Transfer, and shall receive allocations and distributions in respect of such Units as if such Transferee had been a Member from the date of such Transfer. The distributive share of the Company’s income, gains, losses, deductions, credits and other items of a Member whose interest is disposed of, in whole or in part, shall be determined by the Board using any permissible method under Section 706 of the Code and the Treasury Regulations thereunderArticle XI.
(f) The Company shall maintain books for the purpose of registering the Transfer of Units. Upon a Transfer of any record ownership of Units, the Transferor thereof shall notify the Company so that such Transfer may be registered in the books of the Company. A Transfer of any record ownership of Units shall be effective upon registration of the Transfer in the books of the Company.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Darling Ingredients Inc.)
Additional Members. (a) In connection with a Transfer of Units, each Person who becomes a record holder of Units in accordance with, and as permitted by, the terms of this Agreement, in each case who is not already a Member, shall, in addition to complying with the requirements of the last sentence of Section 14.06, execute and deliver this Agreement or a counterpart of this Agreement and agree in writing to be bound by the terms and conditions of this Agreement that were applicable to the Transferor (including the restrictions on Transfer contained in this Article 9), and shall thereupon be admitted as an additional Member of the Company (an “Additional Member”).
(b) Each Person who is issued new Units or other Equity Securities of the Company in accordance with the terms of this Agreement and who is not already a Member shall execute and deliver this Agreement or a counterpart of this Agreement and agree in writing to be bound by the terms and conditions of this Agreement (including the restrictions on Transfer contained in this Article 9), and shall thereupon be admitted as an Additional Member.
(c) A Transferee of Units who is admitted as an Additional Member accepts, ratifies and agrees to be bound by all actions duly taken pursuant to the terms and provisions of this Agreement by the Company on or prior to the date on which such Transferee was admitted as an Additional Member and, without limiting the generality of the foregoing, specifically ratifies and approves all agreements and other instruments that may have been executed and delivered on behalf of the Company on or prior to such date that are in force and effect on such date.
(d) Each Additional Member shall be named as a Member on Exhibit A. Unless and until admitted as an Additional Member, a Transferee of any Units, or a recipient of any newly issued Units or other Equity Securities of the Company, shall have no powers, rights or privileges of a Member of the Company.
(e) Following any Transfer of record ownership of Units in accordance with this Article 9, the Transferee thereof shall be treated as having made all of the Capital Contributions in respect of, and received all of the distributions received in respect of, such Units on or prior to the date of such Transfer, and shall receive allocations and Table of Contents distributions in respect of such Units as if such Transferee had been a Member from the date of such Transfer. The distributive share of the Company’s income, gains, losses, deductions, credits and other items of a Member whose interest is disposed of, in whole or in part, shall be determined by the Board using any permissible method under Section 706 of the Code and the Treasury Regulations thereunder.
(f) The Company shall maintain books for the purpose of registering the Transfer of Units. Upon a Transfer of any record ownership of Units, the Transferor thereof shall notify the Company so that such Transfer may be registered in the books of the Company. A Transfer of any record ownership of Units shall be effective upon registration of the Transfer in the books of the Company.
Appears in 1 contract
Samples: Agreement of Contribution and Sale (Change Healthcare Holdings, Inc.)
Additional Members. (a) In connection with Upon written approval of a Transfer Supermajority Interest, any Person acquiring newly issued Units may be admitted to the Company as an Additional Member. Each such Additional Member shall execute and deliver a written instrument satisfactory to the Board of UnitsManagers, each Person who becomes whereby such Additional Member shall become a record holder of Units in accordance with, and as permitted by, the terms of party to this Agreement, in each case who is not already a Member, shall, in addition to complying with as well as any other documents required by the requirements Board of the last sentence Managers. Upon execution and delivery of Section 14.06, execute and deliver this Agreement or a counterpart of this Agreement and agree in writing to be bound acceptance thereof by the terms and conditions Board of this Agreement that were applicable to the Transferor (including the restrictions on Transfer contained in this Article 9)Managers, and such Person shall thereupon be admitted as an additional a Member. Each such Additional Member shall thereafter be entitled to all the rights and subject to all the obligations of the Company (an “Additional Member”)a Member as set forth herein.
(b) Each Notwithstanding anything to the contrary in this Agreement, a Person who that acquires any Units (and any fraction thereof) but that is issued new not admitted as a Member pursuant to Section 3.5(a) or 8.3 (an “Unadmitted Assignee”) shall be entitled only to allocations and distributions with respect to such Units or other Equity Securities of the Company (and any fraction thereof) in accordance with Article IV and Section 10.2 (and only for the terms of this Agreement and who is not already a Member shall execute and deliver this Agreement or a counterpart of this Agreement and agree in writing to be bound period such Units are held by the terms and conditions of this Agreement (including the restrictions on Transfer contained in this Article 9such Unadmitted Assignee), and shall thereupon be admitted as an Additional Member.
(c) A Transferee of Units who is admitted as an Additional Member accepts, ratifies and agrees have no right to be bound by all actions duly taken pursuant to the terms and provisions of this Agreement by the Company on any information or prior to the date on which such Transferee was admitted as an Additional Member and, without limiting the generality accounting of the foregoing, specifically ratifies and approves all agreements and other instruments that may have been executed and delivered on behalf of the Company on or prior to such date that are in force and effect on such date.
(d) Each Additional Member shall be named as a Member on Exhibit A. Unless and until admitted as an Additional Member, a Transferee of any Units, or a recipient of any newly issued Units or other Equity Securities affairs of the Company, shall not be entitled to inspect the books or records of the Company, and shall have no powers, other rights or privileges of a Member under the Delaware Act or this Agreement, including any voting rights (including voting rights with respect to the merger, consolidation, conversion or dissolution of the Company.
(e) Following ), preemptive rights and any Transfer of record ownership of Units rights to elect or appoint a Manager. Notwithstanding anything to the contrary in accordance with this Article 9Agreement, the Transferee thereof any such Unadmitted Assignee shall be treated bound by the obligation to make any Required Additional Capital Contribution (with respect to its Unit Percentage as having made if it were a Member) pursuant to Section 3.2(a) and shall have the right to make any Requested Additional Capital Contribution (with respect to its Unit Percentage as if it were a Member) pursuant to Section 3.2(b) (but such Unadmitted Assignee shall have no right to make a Company Loan), and shall otherwise be bound by the provisions of Section 3.2. Further, all Units (and any fraction thereof) held by such Unadmitted Assignee shall be subject to all of the Capital Contributions restrictions applicable to Units held by Members set forth in respect of, Article VIII and received all of the distributions received in respect of, such Units on or prior to the date of such Transfer, and shall receive allocations and distributions in respect of such Units as if such Transferee had been a Member from the date of such Transfer. The distributive share of the Company’s income, gains, losses, deductions, credits and other items of a Member whose interest is disposed of, in whole or in part, shall be determined by the Board using any permissible method under Section 706 of the Code and the Treasury Regulations thereunderArticle XI.
(f) The Company shall maintain books for the purpose of registering the Transfer of Units. Upon a Transfer of any record ownership of Units, the Transferor thereof shall notify the Company so that such Transfer may be registered in the books of the Company. A Transfer of any record ownership of Units shall be effective upon registration of the Transfer in the books of the Company.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Darling Ingredients Inc.)
Additional Members. (a) In connection with a Transfer of UnitsMembership Interests or HoldCo Shares other than in connection with a Transfer pursuant to a Public Offering or pursuant to a Rule 144 Sale, each such Person who becomes a record holder of Units receives Membership Interests or HoldCo Shares in accordance with, and as permitted by, the terms of this Agreement, in each case who is not already a MemberMember (in the case of a Transfer of Membership Interests) or a party (in the case of a Transfer of HoldCo Shares) to this Agreement or the HoldCo Agreement, shall, in addition to complying with the requirements of the last sentence of Section 14.06, shall execute and deliver this Agreement or a counterpart of this Agreement and/or the HoldCo Agreement or a counterpart of the HoldCo Agreement, as the case may be, and agree in writing to be bound by the terms and conditions of this Agreement and/or the HoldCo Agreement, as the case may be, that were applicable to the Transferor transferor (including subject to Section 13.06 hereof, in the restrictions on Transfer contained case of this Agreement, and subject to Section 7.05 of the HoldCo Agreement, in this Article 9the case of the HoldCo Agreement), and and, in the case of a transferee of Membership Interests, shall thereupon be admitted as an additional Member of the Company (an “Additional Member”).
(b) Each Person who is issued new Units or other Equity Securities of the Company Membership Interests in accordance with the terms of this Agreement and who is not already a Member shall execute and deliver this Agreement or a counterpart of this Agreement and agree in writing to be bound by the terms and conditions of this Agreement (including the restrictions on Transfer contained in this Article 9)Agreement, and shall thereupon be admitted as an Additional Member.
(c) A Transferee transferee of Units Membership Interests who is admitted as an Additional Member accepts, ratifies and agrees to be bound by all actions duly taken pursuant to the terms and provisions of this Agreement by the Company on or prior to the date on which such Transferee it was admitted as an Additional Member and, without limiting the generality of the foregoing, specifically ratifies and approves all agreements and other instruments that as may have been executed and delivered on behalf of the Company on or prior to such date that and which are in force and effect on such date.
(d) Each Additional Member shall be named as a Member on Exhibit A. Schedule 4.1. Unless and until admitted as an Additional Member, a Transferee transferee of any UnitsMembership Interest, or a recipient of any newly issued Units or other Equity Securities of the CompanyMembership Interests, shall have no powers, rights or privileges of a Member of the Company.
(e) Following any a Transfer of record ownership of Units any Membership Interests in accordance with this Article 9, the Transferee thereof transferee of such Membership Interests shall be treated as having made all of the Capital Contributions in respect of, and received all of the distributions received in respect of, such Units on or prior to the date of such TransferMembership Interests, and shall receive allocations and distributions in respect of such Units Membership Interests as if such Transferee had been transferee were a Member from Member. Unless otherwise prohibited by Section 706(d) of the date of such Transfer. The Code and Treasury Regulations promulgated thereunder, the following shall apply to select the method to be utilized for determining the distributive share of the Company’s income, gains, losses, deductions, credits and other items of a Member whose interest is disposed of, in whole or in part: (i) upon a closing of (A) any transfer by a Comcast Member to GE or any of its Subsidiaries, (B) any transfer by HoldCo to Comcast or any of its Subsidiaries including, for the avoidance of doubt, the Company, or (C) any HoldCo Redemption Right, the “closing of the books” method (including the “calendar day” convention described in Proposed Treasury Regulations Section 1.706-4(e)(1)) shall be determined utilized and (ii) upon any other transfer by a Member, the transferor Member shall have the right to designate whether to use the “closing of the books” method or the “proration” method; provided that the transferor Member shall indemnify the Company for any reasonable incremental costs and expenses incurred by the Board Company in calculating the items to be allocated under the method selected pursuant to this clause (ii) compared to the costs and expenses that would have been incurred if the Company had calculated the items to be allocated using any permissible the method under Section 706 of the Code and the Treasury Regulations thereundernot selected.
(f) The Company shall maintain books for the purpose of registering the Transfer transfer of Unitsinterests in the Company. Upon a Transfer transfer of any record ownership of Unitsinterests in the Company, the Transferor thereof transferor of such interests shall notify the Company so that such Transfer transfer may be registered in the books of the Company. A Transfer transfer of any record ownership of Units interests in the Company shall be effective upon registration of the Transfer transfer in the books of the Company.
Appears in 1 contract
Additional Members. (a) In connection with Upon written approval of a Transfer Supermajority Interest, any Person acquiring newly issued Units may be admitted to the Company as an Additional Member. Each such Additional Member shall execute and deliver a written instrument satisfactory to the Board of UnitsManagers, each Person who becomes whereby such Additional Member shall become a record holder of Units in accordance with, and as permitted by, the terms of party to this Agreement, in each case who is not already a Member, shall, in addition to complying with as well as any other documents required by the requirements Board of the last sentence Managers. Upon execution and delivery of Section 14.06, execute and deliver this Agreement or a counterpart of this Agreement and agree in writing to be bound acceptance thereof by the terms and conditions Board of this Agreement that were applicable to the Transferor (including the restrictions on Transfer contained in this Article 9)Managers, and such Person shall thereupon be admitted as an additional a Member. Each such Additional Member shall thereafter be entitled to all the rights and subject to all the obligations of the Company (an “Additional Member”)a Member as set forth herein.
(b) Each Notwithstanding anything to the contrary in this Agreement, a Person who that acquires any Units (and any fraction thereof) but that is issued new not admitted as a Member pursuant to Section 3.5(a) or 8.3 (an “Unadmitted Assignee”) shall be entitled only to allocations and distributions with respect to such Units or other Equity Securities of the Company (and any fraction thereof) in accordance with Article IV and Section 10.2 (and only for the terms of this Agreement and who is not already a Member shall execute and deliver this Agreement or a counterpart of this Agreement and agree in writing to be bound period such Units are held by the terms and conditions of this Agreement (including the restrictions on Transfer contained in this Article 9such Unadmitted Assignee), and shall thereupon be admitted as an Additional Member.
(c) A Transferee of Units who is admitted as an Additional Member accepts, ratifies and agrees have no right to be bound by all actions duly taken pursuant to the terms and provisions of this Agreement by the Company on any information or prior to the date on which such Transferee was admitted as an Additional Member and, without limiting the generality accounting of the foregoing, specifically ratifies and approves all agreements and other instruments that may have been executed and delivered on behalf of the Company on or prior to such date that are in force and effect on such date.
(d) Each Additional Member shall be named as a Member on Exhibit A. Unless and until admitted as an Additional Member, a Transferee of any Units, or a recipient of any newly issued Units or other Equity Securities affairs of the Company, shall not be entitled to inspect the books or records of the Company, and shall have no powers, other rights or privileges of a Member under the Delaware Act or this Agreement, including any voting rights (including voting rights with respect to the merger, consolidation, conversion or dissolution of the Company.
(e) Following ), preemptive rights and any Transfer of record ownership of Units rights to elect or appoint a Manager. Notwithstanding anything to the contrary in accordance with this Article 9Agreement, the Transferee thereof any such Unadmitted Assignee shall be treated bound by the obligation to make any Required Additional Capital Contribution (with respect to its Unit Percentage as having made if it was a Member) pursuant to Section 3.2(a) and shall have the right to make any Requested Additional Capital Contribution (with respect to its Unit Percentage as if it was a Member) pursuant to Section 3.2(b) (but such Unadmitted Assignee shall have no right to make a Company Loan). Further, all Units (and any fraction thereof) held by such Unadmitted Assignee shall be subject to all of the Capital Contributions restrictions applicable to Units held by Members set forth in respect of, Article VIII and received all of the distributions received in respect of, such Units on or prior to the date of such Transfer, and shall receive allocations and distributions in respect of such Units as if such Transferee had been a Member from the date of such Transfer. The distributive share of the Company’s income, gains, losses, deductions, credits and other items of a Member whose interest is disposed of, in whole or in part, shall be determined by the Board using any permissible method under Section 706 of the Code and the Treasury Regulations thereunderArticle XI.
(f) The Company shall maintain books for the purpose of registering the Transfer of Units. Upon a Transfer of any record ownership of Units, the Transferor thereof shall notify the Company so that such Transfer may be registered in the books of the Company. A Transfer of any record ownership of Units shall be effective upon registration of the Transfer in the books of the Company.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Darling International Inc)
Additional Members. The Managing Member is authorized to admit one or more Additional Members to the Company from time to time, on terms and conditions and for such Capital Contributions as may be established by the Managing Member in its reasonable discretion; provided that any person to whom Development Incentive Units, Additional Retained Units or Performance Incentive Units (aas such terms are defined in the Contribution Agreement) In are issued shall be admitted as Additional Members with the same rights hereunder as the original Non-Managing Members including, without limitation, the rights to distributions as set forth in clause (1) of Section 5.1.A hereof; provided further that any other Additional Members shall have no right to receive distributions before all distributions required by clause (1) of Section 5.1.A have been paid. No action or consent by the Non-Managing Members shall be required in connection with the admission of any Additional Members. In the sole and absolute discretion of the Managing Member, the Company may acquire in the future additional Properties by means of Capital Contributions by other Persons, which Capital Contributions shall be set forth in Exhibit A. As a Transfer of Unitscondition to being admitted to the Company, each Person who becomes a record holder of Units in accordance with, and as permitted by, the terms of this Agreement, in each case who is not already a Member, shall, in addition to complying with the requirements of the last sentence of Section 14.06, Additional --------- Member shall execute and deliver this Agreement or a counterpart of this Agreement and agree in writing an agreement to be bound by the terms and conditions of this Agreement that were applicable to Agreement. Notwithstanding the Transferor foregoing, (including the restrictions on Transfer contained in this Article 9), and shall thereupon be admitted as an additional Member ii) no Affiliate of the Company (an “Additional Member”).
(b) Each Person who is issued new Units Managing Member will be permitted to make a Capital Contribution or other Equity Securities of the Company in accordance with the terms of this Agreement and who is not already a Member shall execute and deliver this Agreement or a counterpart of this Agreement and agree in writing to be bound by the terms and conditions of this Agreement (including the restrictions on Transfer contained in this Article 9), and shall thereupon otherwise be admitted as an Additional Member and accordingly no issuance of LLC Units will be made to any Affiliate of the Managing Member and (ii) neither the Managing Member nor any Affiliate of the Managing Member may have any interest in the Company or a Non-Managing Member.
(c) A Transferee of Units who is admitted as an Additional Member accepts, ratifies and agrees to be bound by all actions duly taken pursuant to the terms and provisions of this Agreement by the Company on or prior to the date on which such Transferee was admitted as an Additional Member and, without limiting the generality of the foregoing, specifically ratifies and approves all agreements and other instruments that may have been executed and delivered on behalf of the Company on or prior to such date that are in force and effect on such date.
(d) Each Additional Member shall be named as a Member on Exhibit A. Unless and until admitted as an Additional Member, a Transferee of any Units, or a recipient of any newly issued Units or other Equity Securities of the Company, shall have no powers, rights or privileges of a Member of the Company.
(e) Following any Transfer of record ownership of Units in accordance with this Article 9, the Transferee thereof shall be treated as having made all of the Capital Contributions in respect of, and received all of the distributions received in respect of, such Units on or prior to the date of such Transfer, and shall receive allocations and distributions in respect of such Units as if such Transferee had been a Member from the date of such Transfer. The distributive share of the Company’s income, gains, losses, deductions, credits and other items of a Member whose interest is disposed of, in whole or in part, shall be determined by the Board using any permissible method under Section 706 of the Code and the Treasury Regulations thereunder.
(f) The Company shall maintain books for the purpose of registering the Transfer of Units. Upon a Transfer of any record ownership of Units, the Transferor thereof shall notify the Company so that such Transfer may be registered in the books of the Company. A Transfer of any record ownership of Units shall be effective upon registration of the Transfer in the books of the Company.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Bre Properties Inc /Md/)
Additional Members. (a) In connection with a Transfer transfer of Units, each such Person who becomes a record holder of receives Units in accordance with, and as permitted by, the terms of this Agreement, in each case who is not already a Member, shall, in addition to complying with the requirements of the last sentence of Section 14.06, shall execute and deliver this Agreement or a counterpart of this Agreement and agree in writing to be bound by the terms and conditions of this Agreement that were applicable to the Transferor transferor (including the restrictions on Transfer contained in this Article 9subject to Section 12.06), and shall thereupon be admitted as an additional Member of the Company (an “Additional Member”).
(b) Each Person who is issued new Units or other Equity Securities of equity interests in the Company in accordance with the terms of this Agreement and who is not already a Member shall execute and deliver this Agreement or a counterpart of this Agreement and agree in writing to be bound by the terms and conditions of this Agreement (including the restrictions on Transfer contained in this Article 9)Agreement, and shall thereupon be admitted as an Additional Member.
(c) A Transferee transferee of Units who is admitted as an Additional Member accepts, ratifies and agrees to be bound by all actions duly taken pursuant to the terms and provisions of this Agreement by the Company on or prior to the date on which such Transferee it was admitted as an Additional Member and, without limiting the generality of the foregoing, specifically ratifies and approves all agreements and other instruments that as may have been executed and delivered on behalf of the Company on or prior to such date that and which are in force and effect on such date.
(d) Each Additional Member shall be named as a Member on Exhibit A. the Register. Unless and until admitted as an Additional Member, a Transferee transferee of any Units, or a recipient of any newly issued Units or other Equity Securities of the CompanyUnits, shall have no powers, rights or privileges of a Member of the Company.
(e) Following a transfer of any Transfer of record ownership of Units in accordance with this Article 9, the Transferee thereof transferee of such Units shall be treated as having made all of the Capital Contributions capital contributions in respect of, and received all of the distributions received in respect of, such Units on or prior to the date of such TransferUnits, and shall receive allocations and distributions in respect of such Units as if such Transferee had been transferee were a Member. Unless otherwise prohibited by Section 706(d) of the Code and Treasury Regulations promulgated thereunder, the transferor Member from shall have the date right to designate whether to use the “closing of such Transfer. The the books” method or the “proration” method for determining the distributive share of the Company’s income, gains, losses, deductions, credits and other items of a Member whose interest is disposed of, in whole or in part, ; provided that the transferor Member shall be determined indemnify the Company for any reasonable incremental costs and expenses incurred by the Board Company in calculating the items to be allocated under the method selected pursuant to this clause (e) compared to the costs and expenses that would have been incurred if the Company had calculated the items to be allocated using any permissible the method under Section 706 of the Code and the Treasury Regulations thereundernot selected.
(f) The Company shall maintain books the Register for the purpose of registering the Transfer transfer of Unitsinterests in the Company. Upon a Transfer transfer of any record ownership of Unitsinterests in the Company, the Transferor thereof transferor of such interests shall notify the Company so that such Transfer transfer may be registered in the books of the CompanyRegister. A Transfer transfer of any record ownership of Units interests in the Company shall be effective upon registration of the Transfer transfer in the books of the CompanyRegister.
Appears in 1 contract
Additional Members. (a) In connection with a Transfer of Unitsany Membership Interest (or portion thereof), each MH Permitted Transferee, CME Group Permitted Transferee or other Person who becomes receives a record holder of Units Membership Interest in accordance with, and as permitted by, with the terms of this Agreement, in each case who is not already a Member, shall, in addition to complying with the requirements of the last sentence of Section 14.06, shall execute and deliver this Agreement or a counterpart of this Agreement and agree in writing to be bound by the terms and conditions of this Agreement that were applicable to the Transferor (including the restrictions on Transfer contained in this Article 9)Transferring Member, and shall thereupon be admitted as an additional Member of the Company (an “Additional Member”). The ultimate parent of any Additional Member that becomes such as a result of a Transfer of all of the Membership Interests held by a Parent Member Group shall be entitled to, upon the assumption by the ultimate parent of such Additional Member of all of the rights and obligations of the applicable Parent hereunder, all of the rights, and be subject to all of the obligations or restrictions, hereunder applicable to the Parent of the Transferring Parent Member Group in its capacity as such (including the right to appoint Directors pursuant to Section 5.1(b)), and it shall be a condition to any such Transfer that the ultimate parent of such Additional Member expressly assumes all such rights and obligations. Except as provided in the preceding sentence, no Additional Member shall be entitled to any of the rights, or be subject to any of the obligations or restrictions, hereunder applicable to a Parent in its capacity as such (including the right to appoint Directors pursuant to Section 5.1(b)).
(b) Each Person who that is issued new Units or other Equity Securities of the Company any newly issued Membership Interest in accordance with the terms of this Agreement and who that is not already a Member shall execute and deliver this Agreement or a counterpart of this Agreement and agree in writing to be bound by the terms and conditions of this Agreement (including the restrictions on Transfer contained in this Article 9)Agreement, and shall thereupon be admitted as an Additional Member.
(c) A Transferee of Units who is admitted as an . An Additional Member accepts, ratifies and agrees to be bound by all actions duly taken pursuant to the terms and provisions of this Agreement by the Company on or prior to the date on which such Transferee it was admitted as an Additional Member and, without limiting the generality of the foregoing, specifically ratifies and approves all agreements and other instruments that as may have been executed and delivered on behalf of the Company on or prior to such date that and which are in force and effect on such date.
(dc) Each Additional Member shall be named as a Member on Exhibit A. Schedule 4.1 hereto. Unless and until admitted as an Additional Member, a Transferee transferee of any UnitsMembership Interest (or portion thereof), or a recipient of any newly issued Units Membership Interest (or other Equity Securities of the Companyportion thereof), shall have no powers, rights or privileges of a Member of the Company.
(e) Following any Transfer of record ownership of Units in accordance with this Article 9, the Transferee thereof shall be treated as having made all of the Capital Contributions in respect of, and received all of the distributions received in respect of, such Units on or prior to the date of such Transfer, and shall receive allocations and distributions in respect of such Units as if such Transferee had been a Member from the date of such Transfer. The distributive share of the Company’s income, gains, losses, deductions, credits and other items of a Member whose interest is disposed of, in whole or in part, shall be determined by the Board using any permissible method under Section 706 of the Code and the Treasury Regulations thereunder.
(f) The Company shall maintain books for the purpose of registering the Transfer of Units. Upon a Transfer of any record ownership of Units, the Transferor thereof shall notify the Company so that such Transfer may be registered in the books of the Company. A Transfer of any record ownership of Units shall be effective upon registration of the Transfer in the books of the Company.
Appears in 1 contract
Additional Members. (a) In connection with a Transfer The Management Board may, from time to time after the date hereof and on or prior to December 31, 1997 without the consent of Units, each Person who becomes a record holder of Units in accordance withthe Members, and on or after January 1, 1998, with the consent of at least 66% in Interest of the Members, admit one or more new Members (hereinafter referred to as permitted bythe Additional Members), or permit any Member to increase its Capital Commitment under the following terms and conditions:
(1) Each of such Additional Members and Members increasing their Capital Commitments shall execute and deliver to the Company a counterpart of this Agreement, in each case who is not already a Member, shall, in addition thereby evidencing their agreement to complying be bound by and comply with the requirements terms and provisions hereof as if they were an original signatory to this Agreement.
(2) Each of such Additional Members shall be admitted to the Company as of the last sentence of Section 14.06, execute and deliver this Agreement or a date that (i) an executed counterpart of this Agreement has been delivered to and agree in writing to be bound accepted by the terms Company and conditions (ii) such Additional Member shall have paid by way of a Capital Contribution to the Company cash in an amount determined by the Management Board, based upon the percentage of Capital Contributions paid by Members.
(3) In the case of each Member whose Capital Contribution has been increased, such increased Capital Contribution shall be effective as of the date (i) an executed counterpart of this Agreement that were applicable reflecting such increased Capital Contribution is delivered by such Member and accepted by the Company, and (ii) such Member shall have paid the amount of such increased Capital Contribution.
(4) If Additional Members are admitted to the Transferor (including the restrictions on Transfer contained in this Article 9)Company as Members, and shall thereupon be admitted as an additional Member if Members increase their Capital Commitments pursuant to this Section 6.5, expenses of the Company (an “including Management Fees) to be allocated on or after the effective date of such admission or increase first shall be allocated to such Additional Member”).
(b) Each Person who is issued new Units or other Equity Securities Members and Members increasing their Capital Contributions to the extent necessary to cause such persons to be treated with respect to such items as if they had been Members with respect to these Capital Contributions from the commencement of the Company Company; thereafter, such items shall be allocated to the Members in accordance with the terms of this Agreement and who is not already a Member shall execute and deliver this Agreement or a counterpart of this Agreement and agree in writing to be bound by the terms and conditions of this Agreement (including the restrictions on Transfer contained in this Article 9), and shall thereupon be admitted as an Additional MemberSection 8.
(c) A Transferee of Units who is admitted as an Additional Member accepts, ratifies and agrees to be bound by all actions duly taken pursuant to the terms and provisions of this Agreement by the Company on or prior to the date on which such Transferee was admitted as an Additional Member and, without limiting the generality of the foregoing, specifically ratifies and approves all agreements and other instruments that may have been executed and delivered on behalf of the Company on or prior to such date that are in force and effect on such date.
(d) Each Additional Member shall be named as a Member on Exhibit A. Unless and until admitted as an Additional Member, a Transferee of any Units, or a recipient of any newly issued Units or other Equity Securities of the Company, shall have no powers, rights or privileges of a Member of the Company.
(e) Following any Transfer of record ownership of Units in accordance with this Article 9, the Transferee thereof shall be treated as having made all of the Capital Contributions in respect of, and received all of the distributions received in respect of, such Units on or prior to the date of such Transfer, and shall receive allocations and distributions in respect of such Units as if such Transferee had been a Member from the date of such Transfer. The distributive share of the Company’s income, gains, losses, deductions, credits and other items of a Member whose interest is disposed of, in whole or in part, shall be determined by the Board using any permissible method under Section 706 of the Code and the Treasury Regulations thereunder.
(f) The Company shall maintain books for the purpose of registering the Transfer of Units. Upon a Transfer of any record ownership of Units, the Transferor thereof shall notify the Company so that such Transfer may be registered in the books of the Company. A Transfer of any record ownership of Units shall be effective upon registration of the Transfer in the books of the Company.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Berthel Sbic LLC)
