Common use of CONTINUATION OF COMPANY Clause in Contracts

CONTINUATION OF COMPANY. (a) Upon the occurrence of any event that causes the last remaining Member to cease to be a member of the Company (other than upon continuation of the Company without dissolution upon (i) an assignment by such Member of all of its limited liability company interest in the Company and the admission of the transferee, or the resignation of such Member and the admission of an additional member of the Company), each person acting as an Independent Manager pursuant to Section 8.3 shall, without any action of any Person and simultaneously with such Member ceasing to be a member of the Company, automatically be admitted to the Company as a Special Member and shall continue the Company without dissolution. (b) No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart to this Agreement, and (ii) such successor has also accepted its appointment as Independent Manager pursuant to Section 8.3; provided, however, the Special Members shall automatically cease to be members of the Company upon the admission to the Company of a substitute Member, appointed by the personal representative of the last remaining Member. (c) Each 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. (d) A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, each 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. (e) In order to implement the admission to the Company of each Special Member, each person acting as an Independent Manager pursuant to Section 8.3 shall execute a counterpart to this Agreement. Prior to its admission to the Company as Special Member, each person acting as an Independent Manager pursuant to Section 8.3 shall not be a member of the Company.

CONTINUATION OF COMPANY. Upon the occurrence of any event that causes the last remaining member of the Company to cease to be a member of the Company, to the fullest extent permitted by law, the personal representative (awhich shall be an entity and not a natural person) of such member is hereby authorized to, and shall, within 90 days after the occurrence of the event that terminated the continued membership of such member in the Company, agree in writing (i) to continue the Company and (ii) to the admission of the personal representative or its nominee or designee, as the case may be, as a Substitute Member of the Company, effective as of the occurrence of the event that terminated the continued membership of such member in the Company. Upon the occurrence of any event that causes the last remaining Member to cease to be a member of the Company (other than upon continuation of the Company without dissolution upon (i) an assignment by such the Member of all of its limited liability company interest in the Company and the admission of the transfereetransferee pursuant to Article XII, or the resignation of such Member and the admission of an additional member of the CompanySection 1), each person Person acting as an Independent Manager pursuant to Section 8.3 this Agreement shall, without any action of any Person and simultaneously with such the last remaining Member ceasing to be a member of the Company, automatically be admitted to the Company as a Member of the Company (as such, a "Special Member Member") and shall continue the Company without dissolution. (b) . No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart to this Agreement, and (ii) such successor has also accepted its appointment as Independent Manager pursuant to Section 8.3this Agreement; provided, however, the Special Members shall automatically cease to be members of the Company upon the admission to the Company of a substitute Member, Substitute Member appointed by the personal representative of the Person that was the last remaining Member. (c) . Each Special Member shall be a member 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. (d) . A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, each 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. (e) . In order to implement the admission to the Company of each Special Member, each person Person acting as an Independent Manager pursuant to Section 8.3 this Agreement shall execute a counterpart to this Agreement. Prior to its admission to the Company as Special Member, each person Person acting as an Independent Manager pursuant to Section 8.3 this Agreement shall not be a member Member of the Company.

CONTINUATION OF COMPANY. (a) Upon the occurrence of any event that causes the last remaining member of the Company to cease to be a member of the Company, to the fullest extent permitted by law, the personal representative (which shall be an entity and not a natural person) of such member is hereby authorized to, and shall, within 90 days after the occurrence of the event that terminated the continued membership of such member in the Company, agree in writing (i) to continue the Company and (ii) to the admission of the personal representative or its nominee or designee, as the case may be, as a Substitute Member of the Company, effective as of the occurrence of the event that terminated the continued membership of such member in the Company. Upon the occurrence of any event that causes the last remaining member to cease to be a member of the Company (other than upon continuation of the Company without dissolution upon (i) an assignment by such Member the member of all of its limited liability company interest in the Company and the admission of the transfereetransferee pursuant to Article XII, or the resignation of such Member and the admission of an additional member of the CompanySection 1), each person Person acting as an Independent Manager pursuant to Section 8.3 this Agreement shall, without any action of any Person and simultaneously with such Member the last remaining member ceasing to be a member of the Company, automatically be admitted to the Company as a member of the Company (as such, a "Special Member Member") and shall continue the Company without dissolution. (b) . No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart to this Agreement, and (ii) such successor has also accepted its appointment as Independent Manager pursuant to Section 8.3this Agreement; provided, however, the Special Members shall automatically cease to be members of the Company upon the admission to the Company of a substitute Member, appointed by the personal representative of the last remaining Member. (c) . Each 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. (d) . A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, each 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. (e) . In order to implement the admission to the Company of each Special Member, each person Person acting as an Independent Manager pursuant to Section 8.3 this Agreement shall execute a counterpart to this Agreement. Prior to its admission to the Company as Special Member, each person Person acting as an Independent Manager pursuant to Section 8.3 this Agreement shall not be a member of the Company.

CONTINUATION OF COMPANY. Upon the occurrence of any event that causes the last remaining member of the Company to cease to be a member of the Company, to the fullest extent permitted by law, the personal representative (awhich shall be an entity and not a natural person) of such member is hereby authorized to, and shall, within 90 days after the occurrence of the event that terminated the continued membership of such member in the Company, agree in writing (i) to continue the Company and (ii) to the admission of the personal representative or its nominee or designee, as the case may be, as a Substitute Member of the Company, effective as of the occurrence of the event that terminated the continued membership of such member in the Company. Upon the occurrence of any event that causes the last remaining Member to cease to be a member Member of the Company (other than upon continuation of the Company without dissolution upon (i) an assignment by such the Member of all of its limited liability company interest in the Company and the admission of the transfereetransferee pursuant to Article XII, or the resignation of such Member and the admission of an additional member of the CompanySection 1), each person Person acting as an Independent Manager pursuant to Section 8.3 this Agreement shall, without any action of any Person and simultaneously with such the last remaining Member ceasing to be a member Member of the Company, automatically be admitted to the Company as a Special Member member of the Company (as such, a "SPECIAL MEMBER") and shall continue the Company without dissolution. (b) . No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart to this Agreement, and (ii) such successor has also accepted its appointment as Independent Manager pursuant to Section 8.3this Agreement; provided, however, the Special Members shall automatically cease to be members of the Company upon the admission to the Company of a substitute Member, Substitute Member appointed by the personal representative of the Person that was the last remaining Member. (c) . Each Special Member shall be a member 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. (d) . A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, each 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. (e) . In order to implement the admission to the Company of each Special Member, each person Person acting as an Independent Manager pursuant to Section 8.3 this Agreement shall execute a counterpart to this Agreement. Prior to its admission to the Company as Special Member, each person Person acting as an Independent Manager pursuant to Section 8.3 this Agreement shall not be a member Member of the Company.

CONTINUATION OF COMPANY. (a) Upon the occurrence of any event that causes the last remaining member of the Company to cease to be a member of the Company, to the fullest extent permitted by law, the personal representative (which shall be an entity and not a natural person) of such member is hereby authorized to, and shall, within 90 days after the occurrence of the event that terminated the continued membership of such member in the Company, agree in writing (i) to continue the Company and (ii) to the admission of the personal representative or its nominee or designee, as the case may be, as a Substitute Member of the Company, effective as of the occurrence of the event that terminated the continued membership of such member in the Company. Upon the occurrence of any event that causes the last remaining member to cease to be a member of the Company (other than upon continuation of the Company without dissolution upon (i) an assignment by such Member the member of all of its limited liability company interest in the Company and the admission of the transfereetransferee pursuant to Article XII, or the resignation of such Member and the admission of an additional member of the CompanySection 1), each person Person acting as an Independent Manager pursuant to Section 8.3 this Agreement shall, without any action of any Person and simultaneously with such Member the last remaining member ceasing to be a member of the Company, automatically be admitted to the Company as a member of the Company (as such, a "Special Member Member") and shall continue the Company without dissolution. (b) . No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart to this Agreement, and (ii) such successor has also accepted its appointment as Independent Manager pursuant to Section 8.3this Agreement; provided, however, the Special Members shall automatically cease to be members of the Company upon the admission to the Company of a substitute Member, appointed by the personal representative of the last remaining Member. (c) . Each 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. (d) A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, each 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. (e) In order to implement the admission to the Company of each Special Member, each person acting as an Independent Manager pursuant to Section 8.3 shall execute a counterpart to this Agreement. Prior to its admission to the Company as Special Member, each person acting as an Independent Manager pursuant to Section 8.3 shall not be a member of the Company.the

CONTINUATION OF COMPANY. (a) Upon the occurrence of any event that causes the last remaining Member to cease to be a member of the Company (other than upon continuation of the Company without dissolution upon (i) an assignment by such Member of all of its limited liability company interest in the Company and the admission of the transferee, or the resignation of such Member and the admission of an additional member of the Company), each person acting as an Independent Manager pursuant to Section 8.3 shall, without any action of any Person and simultaneously with such Member ceasing to be a member of the Company, automatically be admitted to the Company as a Special Member and shall continue the Company without dissolution. (b) No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart to this Agreement, and (ii) such successor has also accepted its appointment as Independent Manager pursuant to Section 8.3; provided, however, the Special Members shall automatically cease to be members of the Company upon the admission to the Company of a substitute Member, appointed by the personal representative of the last remaining Member. (c) Each 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. (d) A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, each 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. (e) In order to implement the admission to the Company of each Special Member, each person acting as an Independent Manager pursuant to Section 8.3 shall execute a counterpart to this Agreement. Prior to its admission to the Company as Special Member, each person acting as an Independent Manager pursuant to Section 8.3 shall not be a member of the Company.. 9 Limited Liability Company Agreement IN WITNESS WHEREOF, this Agreement has been signed as of the date first above written. GOAL FINANCIAL, LLC, as Initial Member and Manager By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Secretary [ ], as Independent Manager By: Name: Title: