By SW Member Sample Clauses

By SW Member. The SW Member shall have the unilateral right, power and authority exercisable at any time after the earlier of the four (4) year anniversary of the acquisition of the Campus by the Campus Subsidiary and August 1, 2021 (the “SW Lockout Date”), to elect to require the Company to cause the Campus Subsidiary to market and sell in bulk the Remaining Campus Property; provided, however, that the SW Member shall not be entitled to exercise such right at any time it is in Material Default. For purposes of applying this Article VII, any portion of the Campus that is owned by the Additional Subsidiary on the date the provisions of this Section 7.01 are implemented shall be deemed to be owned by the Campus Subsidiary. For the avoidance of any doubt, in no event may the SW Member require the Company to cause the Campus Subsidiary to sell less than the entire Remaining Campus Property. The SW Member may exercise its right to require a sale under this Section 7.01(b) by delivering written notice of such election (the “SW Forced Sale Notice”) to the Voting Members. Upon delivery of the SW Forced Sale Notice, and for all purposes under this Agreement, the Remaining Campus Property shall constitute the “Offered Property,” the SW Member shall be the “Implementing Member,” and the Voting Members shall, together or acting alone as the context requires pursuant to Section 7.02(a) below, constitute the “Non-Implementing Member.” The SW Forced Sale Notice shall include (A) an all-cash minimum sale price for the Remaining Campus Property which amount shall constitute the “Forced Sale Offer Price” for all purposes under this Agreement, and which shall be payable upon the close of escrow for the sale of the Offered Property, (B) a minimum deposit equal to the Minimum Deposit, and (C) any other material terms and conditions that are determined by the SW Member as the Implementing Member that differ in any material respect from the terms and conditions to be included in the Offered Property PSA described in Section 7.03 below. The IM Forced Sale Notice and the SW Forced Sale Notice are hereafter referred to as a “Forced Sale Notice.”
Sample 1
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Related to By SW Member

  • Initial Member (a) The name, address and initial Membership Interest of the initial Member is as follows: Name Membership Interest BR Cxxxxxx DFW Portfolio JV, LLC 100% c/o Bluerock Real Estate, L.L.C. 700 Xxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000

  • Admission of Member The Member is deemed admitted as the Member of the Company upon its execution and delivery of this Agreement.

  • Admission of Members Other persons may be admitted as Members from time to time pursuant to the provisions of this Agreement.

  • Admission of New Members No other person shall be made a Member without the unanimous consent of the Members at the time such membership decision is to be made. The Secretary shall revise Exhibit “B” attached hereto to reflect the admission of new Members.

  • Initial Members The initial Members of the Company are the Persons executing this Agreement as of the date of this Agreement as Members, each of which is admitted to the Company as a Member effective contemporaneously with the execution by such Person of this Agreement.

  • Actions by the Member All actions of the Member may be taken by written resolution of the Member which shall be signed on behalf of the Member by an authorized officer of the Member and filed with the records of the Company.

  • Special Member Upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than (i) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee, or (ii) the resignation of the Member and the admission of an additional member of the Company, (a “Member Cessation Event”)), Springing Member 1 shall, without any action of any Person and simultaneously with the Member Cessation Event, automatically be admitted to the Company as a Special Member and shall continue the Company without dissolution. If, however, at the time of a Member Cessation Event, Springing Member 1 has died or is otherwise no longer able to step into the role of Special Member, then in such event, Springing Member 2 shall, concurrently with the Member Cessation Event, and without any action of any Person and simultaneously with the Member Cessation Event, automatically be admitted to the Company as Special Member and shall continue the Company without dissolution. It is the intent of these provisions that the Company never have more than one Special Member at any particular point in time. No Special Member may resign from the Company or transfer its rights as Special Member unless a successor Special Member has been admitted to the Company as Special Member by executing a counterpart to this Agreement. The Special Member shall automatically cease to be a member of the Company upon the admission to the Company of a substitute member. The Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, a Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of the Special Member, each of Springing Member 1 and Springing Member 2 shall execute a counterpart to this Agreement. Prior to its admission to the Company as Special Member, neither Mxxxxxx X. Xxxxx nor Jxxxxx B. Xxxxx shall be a member of the Company. The Company shall at all times have a Springing Member 1 and Springing Member 2. No resignation or removal of either Springing Member 1 or Springing Member 2, and no appointment of a successor Springing Member, shall be effective unless and until such successor shall have executed a counterpart to this Agreement. In the event of a vacancy in the position of Springing Member 1 or Springing Member 2, the Member shall, as soon as practicable, appoint a successor Springing Member to fill such vacancy. By signing this Agreement, a springing member agrees that, should such Springing Member become a Special Member, such springing member will be subject to and bound by the provisions of this Agreement applicable to a Special Member.

  • The Members The names and addresses of the Members and their initial Percentage Interests are as follows: Member Percentage Interest MacroMarkets LLC 100%

  • Limited Partner The name and address of the New Limited Partner of the Partnership is 0000 X. Xxxx Xxxxx Xxxxxxxxx, 0xx Xxxxx, Xxxxx, Xxxxxxx 00000. The names and addresses of any other Limited Partners shall be set forth on Exhibit B, as amended from time to time, attached hereto and incorporated herein by this reference. The Partnership Interest of a Limited Partner shall be referred to herein as a “Limited Partnership Interest.”

  • Nature of Limited Partner Interests All Limited Partner Interests issued pursuant to, and in accordance with the requirements of, this Article V shall be fully paid and non-assessable Limited Partner Interests in the Partnership, except as such non-assessability may be affected by Sections 17-303, 17-607 or 17-804 of the Delaware Act.

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