Additional or Substituted Members Sample Clauses
The 'Additional or Substituted Members' clause defines the process by which new members may be added to, or existing members replaced within, a group, committee, or organization. Typically, this clause outlines the conditions under which such changes can occur, such as requiring approval from existing members or following a specified procedure. Its core function is to provide flexibility in membership composition, ensuring the group can adapt to changing needs or circumstances while maintaining clear governance over membership changes.
Additional or Substituted Members. If this Agreement shall be amended as a result of adding or substituting a Member, the amendment to this Agreement shall be signed by each Manager and by the Person to be added or substituted and by the assigning Member, if any. In making any amendments, the Board shall prepare and file (or cause to be prepared and filed) for recordation such documents and certificates as shall be required to be prepared and filed.
Additional or Substituted Members. As a condition to the admission of any Person as an additional or substituted Member, the Person to be admitted shall execute and acknowledge such instruments, in form and substance reasonably satisfactory to the Management Committee, as the Management Committee may deem reasonably necessary or desirable to effectuate such admission and to confirm that such Person has agreed to be bound by all of the covenants, terms and conditions of this Agreement, as the same shall have been amended. Such Persons shall become Members on the last to occur of (a) their making contributions to the capital of the Company, to the extent required by the Management Committee; (b) their execution of the instruments described in the first sentence of this Section 8.5; (c) the approval of any other Person whose approval thereof may be necessary; (d) subject to Section 9.4, the making of all necessary amendments, modifications and restatements of this Agreement as the Management Committee may deem appropriate to reflect a change or modification of the Company or of the respective rights of the Members
Additional or Substituted Members. Additional Members may be added, or substituted Members may be admitted, to the Company with the consent of the Manager.
Additional or Substituted Members. (a) No Person shall be admitted to the Company as a Member other than in accordance with Article IX.
(b) Unless admitted to the Company as a Member as provided in this Agreement, no Person (including an assignee of rights with respect to Membership Interests or a transferee of Membership Interests, whether voluntary, by operation of Law or otherwise) shall be, or shall be considered, a Member. The Company may elect to deal only with Persons validly admitted as Members (including their duly authorized representatives). Any distribution by the Company to the Person shown on the Company’s records as a Member or to its legal representatives shall relieve the Company of any and all liability to any Person who may have an interest in such distribution.
Additional or Substituted Members. 68 8.6 Rights of First Offer and First Refusal Pre-Senior Debt Conversion Date................................................70 8.7 Right of First Offer Post-Senior Debt Conversion Date..........76 8.8 Take-Along Right of SM Acquisition.............................80 8.9 Tag-Along Rights...............................................80 8.10 Election to Adjust Tax Basis...................................81 8.11
Additional or Substituted Members. No Transfer of any LLC Interests or portion thereof shall be effective unless and until the transferee is admitted as a Member of the Company pursuant to this Section 7.6. As a condition to the admission of any Person as an additional or substituted Member, this Agreement shall be amended, pursuant to Section 8.4, to admit such Person as such additional or substituted Member, and such Person shall execute and acknowledge such amendment to confirm that such Person has agreed to be bound by all of the covenants, terms and conditions of this Agreement, as amended. Such Persons shall become Members on the last to occur of (a) if applicable, their making contributions to the capital of the Company; (b) their execution of the amendment described in the second sentence of this Section 7.6; (c) the approval of or filing with any other Person which approval or filing is required; and (d) the making of all other necessary amendments, modifications and restatements of this Agreement as required to reflect a change or modification of the Company or of the respective rights of the Members hereunder (including such adjustment in LLC Interests and in Capital Accounts as may be required to admit a new Member and to reflect the issuance of a LLC Interest to a new Member); and thereupon such Persons shall be included in the definition of Members, and as parties to this Agreement, for all purposes of this Agreement. Anything herein to the contrary notwithstanding, the Company and the Executive Committee shall be entitled to treat the transferor of a LLC Interest as the absolute owner thereof in all respects, and shall incur no liability for distributions made in good faith to the transferor, until such time as a Transfer meeting all of the requirements of this Article VII has been made.