Changes in Members’ Interests Sample Clauses

Changes in Members’ Interests. If during any Fiscal Year or other accounting period of the Company there is a change in any Member’s interest in the Company, the Board shall allocate Profits or Losses to the Members in the Company in a manner that complies with the provisions of Section 706 of the Code.
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Changes in Members’ Interests. If during any Fiscal Period or other accounting period of the Company there is a change in any Member’s interest in the Company, the Board shall allocate Profits or Losses to the Members in the Company in a manner that complies with the provisions of Section 706 of the Code. For purposes of making such allocations, the Board is hereby authorized to select any method, convention or extraordinary item permitted under Regulations Section 1.706-4 as the Board determines necessary or appropriate, which selection shall be set forth in a dated, written statement maintained with the Company’s books and records. The Members hereby agree that any such selection by the Board is made by “agreement of the partners” within the meaning of Regulations Section 1.706-4(f).
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Changes in Members’ Interests. If during any Fiscal Year or other accounting period of the Company there is a change in any Member’s interest in the Company, the Managing Member shall allocate Profits or Losses to the Members in the Company in a manner that complies with the provisions of Section 706 of the Code.
Sample 1
Changes in Members’ Interests. If during any Fiscal Year of the Company there is a change in any Member's Interest in the Company, the Required Members shall confer with the tax advisors to the Company and, in conformity with such advice allocate the Net Profit or Net Loss to the Members so as to take into account the varying Interests of the Members in the Company in a manner that complies with the provisions of Section 706 of the Code and the Regulations thereunder.
Sample 1
Changes in Members’ Interests. If during any fiscal period of the Company there is a change in any Member’s Company Interest as a result of the admission of one or more Members or the withdrawal of a Member, the net profit, net loss or any other item allocable to the Members under this Article VII for the period shall be allocated among the Members so as to reflect their varying interests in the Company during the period. In the event that the change in the interests of the Members results from the admission or withdrawal of a Member, the allocation of net profit, net loss, or any other item allocable among the Members under this Article IV shall be made on the basis of an interim closing of the Company’s books as of each date on which a Member is admitted to or withdraws from the Company; provided that the Company may use interim closings of the books as of the end of the month preceding and the month of the admission or withdrawal, and prorate the items for the month of withdrawal on a daily basis, unless the Management Committee determines that such an allocation would be materially unfair to any Member. In the event that the change in the Company Interests of the Members results from a transfer of all or any portion of a Company Interest by a Member, the net profit, net loss, or any other items allocable among the Members under this Article VII shall be determined on a daily, monthly, or other basis, as determined by the Management Committee using any permissible method under section 706 of the Code and the Treasury Regulations promulgated thereunder.
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Changes in Members’ Interests. If during any fiscal period of the Company there is a change in any Member’s Membership Interest the Net Profit, Net Loss, or any other items allocable among the Members under this Article V shall be determined on a daily, monthly, or other basis, as determined by the Board using any permissible method under Section 706 of the Code and the Treasury Regulations promulgated thereunder.
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Changes in Members’ Interests. If during any year there is a change in any Member’s interest in the Company, the Board of Managers will confer with the tax advisors to the Company and, in conformity with such advice allocate the Net Profit or Net Loss to the Members so as to take into account the varying interests of the Members in the Company in a manner that complies with the provisions of Section 706 of the Code and the Treasury Regulations thereunder; provided that, in the event of a transfer of Units during a Fiscal Year in accordance with the provisions of this Agreement, the Company shall make allocations between the transferor and transferee based upon the interim closing of the books method to the extent that such method is consistent with Section 706 of the Code (or, at the election of the applicable transferor and transferee and with the consent of the Board, which shall not be unreasonably withheld, utilize any other method permitted under Section 706 of the Code) for purposes of determining the allocations and distributions required under this Agreement.
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Changes in Members’ Interests. If during any fiscal period of the Company there is a change in any Member's Membership Interest as a result of the admission of one or more Members, the withdrawal of a Member, or a transfer of a Membership Interest that does not result in the termination of the Company for federal income tax purposes, the Net Profit, Net Loss or any other item allocable to the Members under this Article 6 for the period shall be allocated among the Members so as to reflect their varying interests in the Company during the period. In the event that the change in the interests of the Members results from the admission or withdrawal of a Member, the allocation of Net Profit, Net Loss, or any other item allocable among the Members under this Article 6 shall be made on the basis of an interim closing of the Company's books as of each date on which a Member is admitted to or withdraws from the Company. In the event that the change in the Membership Interests of the Members results from a transfer of all or any portion of a Membership Interest by a Member, the Net Profit, Net Loss, or any other items allocable among the Members under this Article 6 shall be determined on a daily, monthly, or other basis, as determined by the Members using any permissible method under Section 706 of the Code and the Treasury Regulations promulgated thereunder.
Sample 1

Related to Changes in Members’ Interests

  • Membership Interests; Additional Members Holdings is the sole initial Member of the Company as reflected in Exhibit A attached hereto. Additional Persons may be admitted to the Company as Members, and Membership Interests may be issued, on such terms and conditions as the existing Members, voting as a single class, may determine at the time of admission. The terms of admission or issuance must specify the Sharing Ratios applicable thereto and may provide for the creation of different classes or groups of Members or Membership Interests having different (including senior) rights, powers and duties. The Members may reflect the creation of any new class or group in an amendment to this Agreement, indicating the different rights, powers and duties, and such an amendment shall be approved and executed by the Members in accordance with the terms of this Agreement. Any such admission shall be effective only after such new Member has executed and delivered to the Members and the Company an instrument containing the notice address of the new Member, the new Member’s ratification of this Agreement and agreement to be bound by it.

  • Transfers of Partnership Interests Except as the Partners may otherwise agree from time to time, a Partner may not Transfer all or any part of its Partnership Interest without the Consent of each other Partner, which Consent may be withheld in the sole discretion of each such other Partner.

  • Transfer of Membership Interests (a) The Member may transfer its Membership Interest, in whole but not in part, but the transferee shall not be admitted as a Member except in accordance with Section 6.07. Until the transferee is admitted as a Member, the Member shall continue to be the sole member of the Company (subject to Section 1.02) and to be entitled to exercise any rights or powers of a Member of the Company with respect to the Membership Interest transferred.

  • Transfers of Membership Interests (a) A Member may not transfer, assign, sell, pledge, hypothecate or otherwise dispose of any of the attributes of his, her or its Membership Interest (collectively, a “Transfer”), in whole or in part, to any Person without the prior written consent of the Board of Managers, which consent the Board of Managers may withhold in its sole discretion, and any attempted Transfer of a Membership Interest shall be null and void ab initio unless effected in accordance with this Article XI.

  • Transfers of Limited Partnership Interests 9.1 Restrictions on Transfer of Limited Partnership Interests.

  • Assignment of Membership Interests The Assignment of Membership Interests shall have been fully executed and delivered to Purchaser.

  • Transfer of Partnership Interests The foregoing power of attorney shall survive the delivery of an instrument of transfer by any Partner of the whole or any portion of or interest in its Partnership Interest, except that (i) where a Partner becomes a Former Partner, or (ii) where a Transferee of such Partnership Interest has been approved as a successor Partner and the Transferor shall thereupon cease being a Partner (all in accordance with this Agreement), then the power of attorney of the Former Partner or the Transferor Partner, as the case may be, shall survive the cessation of Partner status or the delivery of such instrument of transfer, as the case may be, for the sole purpose of enabling the attorneys-in-fact for such Former Partner or the Transferor Partner (or any of them) to execute, swear to, acknowledge and file any and all instruments necessary to effectuate or reflect such cessation, transfer and succession.

  • Partnership Interests Except as may otherwise be provided herein, each Partner’s percentage interest in the assets, profits, and distributions of the Partnership (“Partnership Interest”) shall be as set forth in Exhibit B attached hereto and incorporated herein by reference.

  • Membership Interests The Sole Member currently owns one hundred percent (100%) of the percentage interests in the Company.

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