Class A Limited Members Clause Samples
The 'Class A Limited Members' clause defines a specific category of members within an organization or entity who hold Class A limited membership interests. This clause typically outlines the rights, privileges, and restrictions associated with these members, such as voting rights, profit distributions, or limitations on management participation. By clearly distinguishing Class A Limited Members from other classes or types of members, the clause ensures clarity in governance and helps allocate rights and responsibilities appropriately among stakeholders.
Class A Limited Members. Following a Transfer to a transferee who acquires a Membership Interest from a Class A Limited Member under this Agreement by means of a Transfer that is permitted under this Section 11, but who is not admitted as a Class A Limited Member, the transferor shall not cease to be a Class A Limited Member of the Company and shall continue to be a Class A Limited Member until such time as the transferee is admitted as a Class A Limited Member under this Agreement.
Class A Limited Members. Subject to the conditions and restrictions set forth in Section 8.1(a) and Section 11.3, a Class A Limited Member may, at any time (i) without the consent of any other Member, Transfer all or any portion of its Class A Limited Membership Interests to (A) any other Member, (B) any wholly-owned Subsidiary of any entity of which such Class A Limited Member is a direct or indirect wholly-owned Subsidiary or any other Person with respect to which such Class A Limited Member is a direct or indirectly wholly-owned Subsidiary (x) organized under the laws of the United States or any state thereof or (y) that delivers an IRS Form W-8ECI or any applicable successor form; provided, however, that notwithstanding the foregoing, a Class A Limited Member may, at any time without the consent of any other Member, Transfer all or any portion of its Class A Limited Membership to its New York branch Subsidiary or with respect to SG Mortgage Finance Corp., to Societe Generale, New York Branch, (C) any Person(s) pursuant to a Class A Mandatory Remarketing, (D) any bank, broker/dealer, insurance company, structured investment vehicle, derivative product company or other financial institution approved by the Managing Member (such approval not to be unreasonably withheld, conditioned or delayed), only if such Class A Limited Member is no longer permitted to hold a Class A Limited Membership Interest pursuant to any applicable law or regulation or any regulator is requiring such Class A Limited Member to Transfer its Class A Limited Membership Interests or (E) any Person upon the occurrence of a continuing Liquidation Event and (ii) unless otherwise permitted by clause (i), Transfer all or any portion of its Class A Limited Membership Interests to any Person approved by the Managing Member, which approval may not be unreasonably withheld.
Class A Limited Members. Subject to the conditions and restrictions set forth in Section 11.3: (i) without the consent of any other Member, a Class A Limited Member may (A) pledge all (but not less than all) of its Class A Limited Membership Interests to a single lender as a bona fide pledge in connection with financing obtained to purchase such Class A Limited Membership Interests and transfer such Class A Limited Membership Interests to such lender in connection with any foreclosure of such pledge, (B) Transfer all (but not less than all) of its Class A Limited Membership Interests to (1) any other Member, (2) any wholly owned Subsidiary or any entity of which it is a wholly owned Subsidiary, and (3) any Person(s) pursuant to a Class A Remarketing, and (C) Transfer all or any portion of its Class A Limited Membership Interests to any Person upon the occurrence of a continuing Liquidating Event; and (ii) with the unanimous written consent of the other Members, which consent shall not be unreasonably withheld, a Class A Limited Member may Transfer its Class A Limited Membership Interests to any other Person.