Assignees and Substitute Members Sample Clauses

Assignees and Substitute Members. 27 10.3. Effect of Admission as a Substitute Member . . . . . . . . . . 28 10.4.
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Assignees and Substitute Members. (a) Unless and until admitted as a substitute Member as provided below, a permitted Transferee of a Member's Interest in whole or in part shall be an assignee with respect to such Interest or portion thereof and shall not be entitled to participate in the management of the Business and affairs of the Company or to become or to exercise the rights of a Member, including the right to vote, the right to appoint Representatives, the right to require any information or accounting of the Business or the right to inspect the Company's books and records or its facilities. Such Transferee shall only be entitled to receive, to the extent of the Interest Transferred to such Transferee, the share of distributions, including distributions representing the return of Capital Contributions, to which the Transferor would otherwise be entitled with respect to the Transferred Interest or portion thereof.
Assignees and Substitute Members. 6.2A Except as may be set forth in Section 6.3, if a Member dies, his personal representative or trustee, or, if he is adjudicated incompetent, his guardian or conservator, or, if he becomes bankrupt, the receiver or trustee of his estate, shall have all the rights of an Economic Interest Owner for the purpose of settling or managing his estate and such power as the decedent or incompetent possessed to assign all or any part of his Interest and to join with the assignee thereof in satisfying conditions precedent to such assignee becoming a Substituted Member.
Assignees and Substitute Members. (a) If a Member dies, his executor, administrator or trustee, or, if he is adjudicated incompetent, his committee, guardian or conservator, or, if he becomes bankrupt, the trustee or receiver of his estate, will have all the rights of a Member for the purpose of settling or managing his estate and such power as the decedent or incompetent possessed to assign all or any part of his LLC Interests and to join with the assignee thereof in satisfying conditions precedent to such assignee becoming a Substitute Member. The death, dissolution, adjudication of incompetence or bankruptcy of a Member will not dissolve the Company unless by Majority Vote the remaining Members consent to dissolve the Company.

Related to Assignees and Substitute Members

  • Substitute Members No transferee of all or part of a Member's Membership Interest shall become a substitute Member in place of the transferor unless and until:

  • Admission of Assignees as Substitute Limited Partners An Assignee will become a substitute Limited Partner only if and when each of the following conditions is satisfied:

  • Substitute Member An Assignee who has been admitted to all of the rights of membership pursuant to this Operating Agreement.

  • Rights of Unadmitted Assignees A Person who acquires Units but who is not admitted as a substituted Member pursuant to Section 9.8 hereof shall be entitled only to the Membership Economic Interests with respect to such Units in accordance with this Agreement, and shall not be entitled to the Membership Voting Interest with respect to such Units. In addition, such Person shall have no right to any information or accounting of the affairs of the Company, shall not be entitled to inspect the books or records of the Company, and shall not have any of the rights of a Member under the Act or this Agreement.

  • Substituted Members Subject to the provisions of Article X hereof, in connection with the Permitted Transfer of a Unit hereunder, the Permitted Transferee shall become a Substituted Member on the effective date of such Transfer, which effective date shall not be earlier than the date of compliance with the conditions to such Transfer, and such admission shall be shown on the books and records of the Company, including the Schedule of Members.

  • Rights and Obligations of the Limited Partners 8.1 Management of the Partnership. The Limited Partners shall not participate in the management or control of Partnership business nor shall they transact any business for the Partnership, nor shall they have the power to sign for or bind the Partnership, such powers being vested solely and exclusively in the General Partner.

  • Conditions to Permitted Transfers A Transfer shall not be treated as a Permitted Transfer under Section 10.2 hereof unless and until the following conditions are satisfied:

  • Admission of Substitute Members As to Permitted Transfers, a transferee of Units shall be admitted as a substitute Member provided that such transferee has complied with the following provisions:

  • Additional Members One or more additional members may be admitted to the Company with the consent of the Member. Prior to the admission of any such additional members to the Company, the Member shall amend this Agreement to make such changes as the Member shall determine to reflect the fact that the Company shall have such additional members. Each additional member shall execute and deliver a supplement or counterpart to this Agreement, as necessary.

  • Exception for Permitted Transfers The conditions of Sections 11.3.A(1) through 11.3.A(4) hereof shall not apply in the case of a Permitted Transfer. It is a condition to any Transfer otherwise permitted hereunder (whether or not such Transfer is effected during or after the first Fourteen-Month Period) that the transferee assumes by operation of law or express agreement all of the obligations of the transferor Limited Partner under this Agreement with respect to such Transferred Partnership Interest, and no such Transfer (other than pursuant to a statutory merger or consolidation wherein all obligations and liabilities of the transferor Partner are assumed by a successor corporation by operation of law) shall relieve the transferor Partner of its obligations under this Agreement without the Consent of the General Partner. Notwithstanding the foregoing, any transferee of any Transferred Partnership Interest shall be subject to any restrictions on ownership and transfer of stock of the General Partner contained in the Charter that may limit or restrict such transferee’s ability to exercise its Redemption rights, including, without limitation, the Ownership Limit. Any transferee, whether or not admitted as a Substituted Limited Partner, shall take subject to the obligations of the transferor hereunder. Unless admitted as a Substituted Limited Partner, no transferee, whether by a voluntary Transfer, by operation of law or otherwise, shall have any rights hereunder, other than the rights of an Assignee as provided in Section 11.5 hereof.

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