Admissions and Withdrawals. No Person shall be admitted to the Partnership as a partner of the Partnership, except for (a) the General Partner, who shall be deemed to have been admitted as the general partner of the Partnership as of the Formation Date, (b) the Persons who were admitted as Limited Partners as of the Initial Closing Date, and (c) additional Limited Partners admitted in accordance with Section 4.1 and substitute Limited Partners admitted in accordance with Section 4.4. No Partner shall be entitled to withdraw from being a partner of the Partnership without the consent of the General Partner; provided that each Person who is a Limited Partner shall immediately and automatically cease to be a Limited Partner at the time such Person ceases to be the record holder of any Interests.
Admissions and Withdrawals. No Person shall be admitted to the Company as a Member except in accordance with Paragraph 7.9 (in the case of transferees of a permitted Transfer of a Membership Interest in the Company from another Person) or Paragraph 3.7 (in the case of Additional Members). Except as otherwise specifically set forth herein, no Member or Economic Interest Holder shall be entitled to retire, resign or withdraw from being a Member or Economic Interest Holder of the Company without the prior written consent of the Majority in Interest. Any purported admission or withdrawal that is not in accordance with this Agreement shall be null and void.
Admissions and Withdrawals. No Person shall be admitted to the Company as a Member after the Launch Date except in accordance with Section 9.8. Except as otherwise specifically set forth in Section 9.9, no Member shall be entitled to retire or withdraw from being a Member of the Company without the written consent of each other Member, which consent may be given or withheld in each Member’s sole and absolute discretion. No admission or withdrawal of a Member shall cause the dissolution of the Company. Any purported admission or withdrawal which is not in accordance with this Agreement shall be null and void.
Admissions and Withdrawals. 22 7.5 Payment Upon Withdrawal of Member................................. 22 7.6 Admission of Assignees as Substitute Members...................... 22 7.7
Admissions and Withdrawals. No Person shall be admitted to the Company (i) as an Additional Member except in accordance with Section 3.4 (in the case of Persons obtaining an Interest in the Company directly from the Company) or (ii) as a Substitute Member except in accordance with Section 8.2. No Member shall be entitled to retire or withdraw from being a Member of the Company except (i) in accordance with Section 8.6, or (ii) with the consent of all of the other Members, which consent may be given or withheld in each Member’s sole discretion. No admission or withdrawal of a Member shall, in and of itself, cause the dissolution of the Company. To the maximum extent permitted by law, any purported admission or withdrawal of a Member which is not in accordance with this Agreement shall be null and void.
Admissions and Withdrawals. No Person shall be admitted to the Company as a Member except in accordance with Article 8. No Member shall be entitled to withdraw from the Company without the consent of each Member, which consent may be given, withheld or made subject to conditions determined by that Member, in its sole and absolute discretion. Neither the admission of a Member nor the withdrawal of a Member, whether in accordance with this Agreement or not, shall cause the dissolution of the Company. If any Member voluntarily or involuntarily withdraws from the Company, then it shall be and remain liable for all obligations and liabilities incurred by it as a Member, and shall be liable to the Company and the other Member for all indemnifications set forth herein arising prior to its withdrawal and for any liabilities, losses, claims, damages, costs and expenses (including reasonable attorney’s fees) incurred by the Company as a result of any withdrawal in breach of this Agreement. Any purported admission, withdrawal or removal that is not in accordance with this Agreement shall be null and void.
Admissions and Withdrawals. In the discretion of the Managing Members, in case any person shall be admitted as a new Member to the Company, or any Member shall withdraw from the Company or shall die, the Company shall be deemed to have sold its assets for their respective fair market values, as determined in good faith by the Managing Members, and concurrently repurchased such assets, on the date of such event for the same consideration.
Admissions and Withdrawals. (i) Each Contributor hereby is admitted as a Limited Partner of the Operating Partnership.
(ii) Immediately thereafter, each Contributor hereby distributes all of its rights under the Contribution Agreement (including, but not limited to, its rights to receive Units, Preferred Units, the Cash Reimbursement Component, Additional Equity Value and Additional Consideration and any portion thereof already deemed to have been received by such Contributor)(collectively, the "Contribution Rights") to its members (HPBA Inc. and HPBA, or HPBA II Inc. and HPBA II, as appropriate) and each Contributor thereupon withdraws as a Limited Partner of the Partnership for all purposes. Simultaneously with such withdrawal, each of such members hereby is admitted as a Limited Partner of the Operating Partnership.
(iii) Immediately thereafter, each of HPBA Inc. and HPBA II Inc. hereby distributes all of its interest in the Contribution Rights to HPBA and HPBAII, respectively, and each of HPBA Inc. and HPBA II Inc. thereupon withdraws as a Limited Partner of the Operating Partnership for all purposes. Immediately thereafter, each of HPBA and HPBA II hereby distributes all of its interest in the Contribution Rights to its members (Blackacre SMC Holdings, L.P. or its Affiliated designee who is then a member of HPBA ("BSMC") and GSF with respect to HPBA, and Blackacre SMC II Holdings, LLC or its Affiliated designee who is then a member of HPBA II ("BSMCII") and GSFII with respect to HPBA II) and each of HPBA and HBPA II thereupon withdraws as a Limited Partner of the Operating Partnership for all purposes. Simultaneously with such withdrawal, each of BSMC and BSMCII (or their Affiliated designee who is then a member of HPBA and HPBA II), GSF, and GSF II hereby is admitted as a Limited Partner of the Operating Partnership.
(iv) Immediately thereafter, each of GSF and GSFII hereby distributes all of its interest in the Contribution Rights to its respective members (each of which is listed as an Existing Partner on Exhibit B) and thereupon withdraws as a Limited Partner of the Operating Partnership for all purposes. Simultaneously with such withdrawal, each of such Existing Members hereby is admitted as a Limited Partner of the Operating Partnership.
(v) Immediately after the foregoing transactions, no Contributor or its direct or indirect owners through any intermediaries who is not an Existing Partner shall be a Partner of the Operating Partnership.
Admissions and Withdrawals. 17 10.1 Admission of Member............................................17
Admissions and Withdrawals. 22 5.1. Admission of Participants...............................................................................22 5.2. Withdrawal of Interests of Participants..........................................................22 5.3. Transfer of Interests in Participants................................................................23
