Common use of Additional or Substituted Member Clause in Contracts

Additional or Substituted Member. (A) A Person will be admitted to the Company as an additional or Substituted Member if, and only if, the following conditions are satisfied: (1) The admission of such Person (i) shall have been Consented to by th e Manager, or (ii) the Person shall have received its interest in a Permitted Transfer and provided all relevant evidence of such fact to the Manager; (2) The Person shall have accepted and agreed to be bound by all the terms and provisions of this Agreement by executing a counterpart thereof and such other documents or instruments as may be required or appropriate in order to effect the admission of such Person as a Member; (3) The assignor and assignee shall pay all costs and fees incurred by the Company to effect the transfer and substitution; (4) Such admission will not cause a violation of Section 9.05 of this Agreement; and (5) The assignor and assignee file a Notice or other evidence of transfer and such other information reasonably required by the non-Transferring Members, including, without limitation, names, addresses and telephone numbers of the assignor and assignee. (B) Unless named in this Agreement, or unless admitted to the Company as a Substituted Member as provided above in this Section 9.02, no Person shall be considered a Member, and the Company, each Member and any other Persons having business with the Company need deal only with the Members so named or so admitted and shall not be required to deal with any other Person by reason of a Transfer by a Member. If an assignee of a Member does not become a Substituted Member pursuant to this Section 9.02, the assignee shall not have any rights to require any information on account of the Company's business, to inspect the Company's books, or to vote on or otherwise take part in the affairs of the Company.

Appears in 1 contract

Samples: Operating Agreement (Old Line Bancshares Inc)

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Additional or Substituted Member. (A) 12.5.1. A Person will be admitted to the Company as an additional or Substituted substituted Member if, and only if, the following conditions are satisfied: (1A) The admission of such Person (i) shall have been Consented consented to by th e Managerthe Board, or (ii) the Person shall have received its interest in a Permitted Transfer compliance with this Section 12 and provided all relevant evidence of such fact fact, and such other information reasonably required by the Board, to the ManagerBoard; (2B) The Person shall have accepted and agreed to be bound by all the terms and provisions of this Agreement by executing a counterpart thereof hereof and such other documents or instruments as may be required or appropriate in order to effect the admission of such Person as a Member; (3C) The assignor and assignee shall pay all costs and fees incurred by the Company to effect the transfer and addition or substitution;; and Agreement. (4D) Such admission will not cause a violation of Section 9.05 12 of this Agreement; andthis (5) The assignor and assignee file a Notice or other evidence of transfer and such other information reasonably required by the non-Transferring Members, including, without limitation, names, addresses and telephone numbers of the assignor and assignee. (B) 12.5.2. Unless named in this Agreement, or unless admitted to the Company as a Substituted Member as provided above in this pursuant to Section 9.0212.5.1, no Person shall be considered a Member, and the Company, each Member and any other Persons having business with the Company need deal only with the Members so named or so admitted and shall not be required to deal with any other Person by reason of a Transfer by a Member. If an assignee or transferee of a Member does not become a Substituted Member pursuant to this Section 9.0212.5.1, the assignee shall not have any rights to require any information on account of the Company's ’s business, to inspect the Company's ’s books, or to vote on or otherwise take part in the affairs of the Company. An Assignee who is not a Member shall not have the right to vote at any meeting of Members. 12.5.3. Each time a Person is added as a Member of the Company pursuant to this Section 12.5, the Board shall cause Schedule A to be amended to reflect such new Member and such new Member’s address and the number of Units held by such new Member. Upon any such amendment, the Board shall distribute a copy of the amended Schedule A to all of the Members.

Appears in 1 contract

Samples: Limited Liability Company Operating Agreement

Additional or Substituted Member. (A) A Person will be admitted to the Company as an additional or Substituted Member if, and only if, the following conditions are satisfied: (1i) The admission of such Person (ia) shall have been Consented consented to by th e Managerthe Board of Managers, or (iib) the Person shall have received its interest in a Permitted Transfer and provided all relevant evidence of such fact to the ManagerBoard of Managers; (2ii) The Person shall have accepted and agreed to be bound by all the terms and provisions of this Agreement by executing a counterpart thereof and shall have executed and delivered such other documents or instruments as may be required or appropriate in order to effect the admission of such Person as a Member; (3iii) The assignor and assignee shall pay all costs and fees incurred by the Company to effect the transfer and substitution; (4iv) Such admission will not cause a violation of Section 9.05 10.05 of this Agreement; and (5v) The assignor and assignee file submit to the Board of Managers a Notice or other evidence of transfer and such other information reasonably required by the non-Transferring Members, including, without limitation, names, addresses and telephone numbers of the assignor and assignee. (B) Unless named in this Agreement, or unless admitted to the Company as a Substituted Member as provided above in this Section 9.0210.02, no Person shall be considered a Member, and the Company, each Member and any other Persons having business with the Company need deal only with the Members so named or so admitted and shall not be required to deal with any other Person by reason of a Transfer by a Member. If an assignee of a Member does not become a Substituted Member pursuant to this Section 9.0210.02, the assignee shall not have any rights to require any information on account of the Company's ’s business, to inspect the Company's ’s books, or to vote on or otherwise take part in the affairs of the Company. A Substituted Member, upon admission as such, shall succeed to the rights, privileges and liabilities of its predecessor in interest as a Member.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Thermoenergy Corp)

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Additional or Substituted Member. (A) 12.5.1. A Person will be admitted to the Company as an additional or Substituted substituted Member if, and only if, the following conditions are satisfied: (1A) The admission of such Person (i) shall have been Consented consented to by th e Managerthe Board, or (ii) the Person shall have received its interest in a Permitted Transfer compliance with this Section 12 and provided all relevant evidence of such fact fact, and such other information reasonably required by the Board, to the ManagerBoard; (2B) The Person shall have accepted and agreed to be bound by all the terms and provisions of this Agreement by executing a counterpart thereof hereof and such other documents or instruments as may be required or appropriate in order to effect the admission of such Person as a Member; (3C) The assignor and assignee shall pay all costs and fees incurred by the Company to effect the transfer and addition or substitution;; and (4D) Such admission will not cause a violation of Section 9.05 12 of this Agreement; and (5) The assignor and assignee file a Notice or other evidence of transfer and such other information reasonably required by the non-Transferring Members, including, without limitation, names, addresses and telephone numbers of the assignor and assignee. (B) 12.5.2. Unless named in this Agreement, or unless admitted to the Company as a Substituted Member as provided above in this pursuant to Section 9.0212.5.1, no Person shall be considered a Member, and the Company, each Member and any other Persons having business with the Company need deal only with the Members so named or so admitted and shall not be required to deal with any other Person by reason of a Transfer by a Member. If an assignee or transferee of a Member does not become a Substituted Member pursuant to this Section 9.0212.5.1, the assignee shall not have any rights to require any information on account of the Company's ’s business, to inspect the Company's ’s books, or to vote on or otherwise take part in the affairs of the Company. An Assignee who is not a Member shall not have the right to vote at any meeting of Members. 12.5.3. Each time a Person is added as a Member of the Company pursuant to this Section 12.5, the Board shall cause Schedule A to be amended to reflect such new Member and such new Member’s address and the number of Units held by such new Member. Upon any such amendment, the Board shall distribute a copy of the amended Schedule A to all of the Members.

Appears in 1 contract

Samples: Limited Liability Company Operating Agreement

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