Common use of Admissions, Withdrawals and Removals Clause in Contracts

Admissions, Withdrawals and Removals. No Person shall be admitted to the Company as a Member, except in accordance with Section 3.1(c) (with respect to Persons receiving Membership Interests directly from the Company), and Section 7.7 (with respect to Persons receiving Membership Interests from a Member or Assignee). No Member shall be removed or entitled to withdraw from being a Member of the Company, except in accordance with Section 7.8 or Section 7.9 or pursuant to any separate agreement with the Company. Except as otherwise provided in this Agreement, no admission, withdrawal or removal of a Member shall cause the dissolution of the Company. Any purported admission, withdrawal or removal which is not in accordance with this Agreement shall be null and void.

Appears in 2 contracts

Samples: Merger Agreement (Enpro Industries, Inc), Securities Purchase Agreement (Enpro Industries, Inc)

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Admissions, Withdrawals and Removals. No Person shall be admitted to the Company as a Member, Member except in accordance with Section 3.1(c) Paragraph 3.4 (with respect to in the case of Persons receiving Membership Interests obtaining an interest in the Company directly from the Company), and Section ) or Paragraph 7.7 (with respect to Persons receiving in the case of transferees of a Permitted Transfer of a Membership Interests Interest in the Company from a Member or Assigneeanother Person). No Except as otherwise specifically set forth in Paragraphs 7.8 or upon the admission of a Substitute Member pursuant to Paragraph 7.6, no Member shall be removed or entitled to resign or withdraw from being a Member of the CompanyCompany without the written consent of a Majority in Interest, except in accordance with Section 7.8 which consent may be given or Section 7.9 or pursuant withheld at its sole and absolute discretion. No Member shall be subject to any separate agreement with the Companyremoval. Except as otherwise provided in this Agreement, no No admission, withdrawal or removal of a Member shall shall, in and of itself, cause the dissolution of the Company. Any purported admission, withdrawal admission or removal resignation which is not in accordance with this Agreement shall be null and void.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Zany Brainy Inc), Limited Liability Company Agreement (Zany Brainy Inc)

Admissions, Withdrawals and Removals. No Person shall be admitted to the Company as a Member, Member except in accordance with Section 3.1(c) 3.4 (with respect to in the case of Persons receiving Membership Interests obtaining Units directly from the Company), and ) or Section 7.7 7.6 (with respect to Persons receiving Membership Interests in the case of transferees of a permitted Transfer of Units from a Member or Assigneeanother Person). No Member shall be removed or entitled to retire or withdraw from being a Member of the Company, Company except (a) in accordance with Section 7.8 7.7, or Section 7.9 or pursuant to any separate agreement (b) with the Companyconsent of the Board. Except as otherwise provided in this Agreement, no No admission, withdrawal or removal of a Member shall cause the dissolution of the Company. Any purported admission, withdrawal or removal which is not in accordance with this Agreement shall be null and void.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (American Healthcare REIT, Inc.), Limited Liability Company Agreement (Griffin-American Healthcare REIT III, Inc.)

Admissions, Withdrawals and Removals. No Person shall be admitted to the Company as a Member, Member except in accordance with Section 3.1(c) 2.5 (with respect to in the case of Persons receiving Membership Interests obtaining an Interest directly from the Company), and ) or Section 7.7 6.6 (with respect to Persons receiving Membership Interests in the case of transferees of a permitted Transfer of an Interest from a Member or Assigneeanother Person). No Member shall be removed or entitled to retire or withdraw from being a Member of the CompanyCompany except (a) in accordance with Section 6.7, or (b) with the consent of each other Member, which consent may be given or withheld in each such Member’s sole and absolute discretion. No Member shall be subject to removal except in accordance with Section 7.8 Sections 2.3.7 or Section 7.9 or pursuant to any separate agreement with the Company6.2. Except as otherwise provided in this Agreement, no No admission, withdrawal or removal of a Member shall cause the dissolution of the Company. Any purported admission, withdrawal or removal which is not in accordance with this Agreement shall be null and void.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Sentio Healthcare Properties Inc), Limited Liability Company Agreement (Sentio Healthcare Properties Inc)

Admissions, Withdrawals and Removals. No Person shall be admitted to the Company as a Member, Member except in accordance with Section 3.1(c) Paragraph 3.4 (with respect to in the case of Persons receiving Membership Interests obtaining an interest in the Company directly from the Company), and Section 7.7 ) or Paragraph 7.6 (with respect to Persons receiving Membership Interests in the case of transferees of a permitted Transfer of an interest in the Company from a Member or Assigneeanother Person). No Member Except as otherwise specifically set forth in Paragraph 7.7, no Member, including the Managing Member, shall be removed or entitled to retire or withdraw from being a Member of the CompanyCompany without the written consent of a Majority in Interest, except which consents may be given or withheld in accordance with Section 7.8 or Section 7.9 or pursuant to any separate agreement with the Companyeach Member's sole and absolute discretion. Except as otherwise provided in this AgreementParagraph 9.2(c), no admission, withdrawal or removal of a Member shall cause the dissolution of the Company. Any purported admission, withdrawal or removal which is not in accordance with this Agreement shall be null and void.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Diana Corp)

Admissions, Withdrawals and Removals. No Person shall be admitted to the Company as a Member, Member except pursuant to Sections 3.1.2 or 3.2.1 (in accordance with Section 3.1(c) (with respect to the case of Persons receiving Membership Interests obtaining an interest in the Company directly from the Company), and ) or Section 7.7 7.6 (with respect to Persons receiving Membership Interests in the case of transferees of a permitted Transfer of an interest in the Company from a Member or Assigneeanother Person). No Except as otherwise specifically set forth in Section 7.7, no Member shall be removed or entitled to retire or withdraw from being a Member of the Company, except Company without the written consent of the Board of Managers (which consent may be granted or withheld by the Board of Managers). Without in accordance with any way affecting Section 7.8 or Section 7.9 or pursuant to any separate agreement with the Company. Except as otherwise provided in this Agreement6.2.3, no admission, Member shall be subject to removal. No admission or withdrawal or removal of a Member shall cause the dissolution of the Company. Any purported admission, admission or withdrawal or removal which that is not in accordance with this Agreement shall be null and void.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Spectrum Pharmaceuticals Inc)

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Admissions, Withdrawals and Removals. No Person shall be admitted to the Company as a Member, except in accordance with Section 3.1(c) 3.2 (with respect to Persons receiving Membership Interests directly from the Company), ) and Section 7.7 8.5 (with respect to Persons receiving Membership Interests from a Member or AssigneeMember). No Member shall be removed or entitled to withdraw from being a Member of the Company, Company except in accordance with Section 7.8 or Section 7.9 or pursuant to any separate agreement with the Companywritten consent of the Manager. Except as otherwise provided in this AgreementSection 9.2(c), no admission, withdrawal or removal of a Member shall cause the dissolution of the Company. Any purported admission, withdrawal or removal which is not in accordance with this Agreement shall be null and void.

Appears in 1 contract

Samples: Operating Agreement (Kb Home)

Admissions, Withdrawals and Removals. No Person shall be admitted to the Company as a Member, Member except in accordance with Section 3.1(c) Paragraph 3.4 (with respect to in the case of Persons receiving Membership Interests obtaining an interest in the Company directly from the Company), and Section 7.7 ) or Paragraph 7.6 (with respect to Persons receiving Membership Interests in the case of transferees of a permitted Transfer of an interest in the Company from a Member or Assigneeanother Person). No Except as otherwise specifically set forth in Paragraph 7.7, no Member shall be removed or entitled to retire or withdraw from being a Member of the CompanyCompany without the written consent of the Managing Member, which consent may be given or withheld in the Managing Member’s sole and absolute discretion. No Member shall be subject to removal except in accordance with Section 7.8 or Section 7.9 or pursuant to any separate agreement with for good cause as determined by the Companyunanimous vote of the other Members. Except as otherwise provided in this Agreement, no No admission, withdrawal withdrawal, or removal of a Member shall cause the dissolution of the Company. Any purported admission, withdrawal withdrawal, or removal which that is not in accordance with this Agreement shall be null and void.

Appears in 1 contract

Samples: Limited Liability Company Agreement

Admissions, Withdrawals and Removals. No Person shall be admitted to the Company after the Effective Date as a Member, Member except in accordance with Section 3.1(c) 3.3 (with respect to in the case of Persons receiving Membership Interests obtaining an interest in the Company directly from the Company), and ) or Section 7.7 7.5 (with respect to Persons receiving Membership Interests in the case of transferees of a permitted Transfer of Units in the Company from a Member or Assigneeanother Person). No Except as otherwise specifically set forth in Section 7.6, no Member shall be removed or entitled to retire, resign or withdraw from being a Member of the Company, Company except in accordance with Section 7.8 or Section 7.9 or pursuant to any separate agreement with the Companyconsent of the Management Committee, which may be given or withheld by the Management Committee in its discretion. Except as otherwise provided in this Agreement, no No admission, withdrawal withdrawal, resignation or removal of a Member shall cause the dissolution of the Company. Any To the maximum extent permitted by law, any purported admission, withdrawal or removal which is not in accordance with this Agreement shall be null and void.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Granite Peak Resources, LLC)

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