Initial Members; Additional Members Sample Clauses

Initial Members; Additional Members. (i) Subject to Section 4(e)(ii), the Board may from time to time authorize and cause the Company to issue, pursuant to the Plan or otherwise, additional Units, securities or rights convertible into Units, options or warrants to purchase Units, or any combination of the foregoing, consisting either of the classes of Units authorized hereby or as otherwise may be authorized in accordance with the terms hereof (collectively, “New Securities”), and with such rights, privileges, preferences and restrictions and other terms and conditions, and in exchange for such cash or other lawful consideration, as the Board may determine, and to admit the holders of such New Securities as Members (“Additional Members”) on such terms as are determined by the Board. Any such New Securities will be issued pursuant to subscription agreements and such other documents deemed appropriate by the Board. The number and the class of Units held by each Member shall be set forth opposite such Member’s name on the Schedule 1, which may, without any need for consent or approval of the Members, be updated by the Company from time to time to account for Additional Members and/or any other changes to the Members of the Company effected in accordance with this Agreement. (ii) The Members acknowledge and agree that it is their intention to provide for the confidential treatment, as among the Members, of details regarding each Member’s Unit holdings (including number and class) vis-à-vis the other Members. To give effect to this intention, the Schedule of Members shall exist in two forms: (i) a separate schedule for each Member; and (ii) a complete schedule listing information relating to all Members. Each separate schedule shall be made available to the individual Member referenced therein, and the complete schedule shall be viewed solely by the Board, the Members who qualify as Major Holders, the officers of the Company and such other Persons as determined by the Board. To the maximum extent permitted by applicable law, each Limited Information Access Member shall not be entitled to (and hereby irrevocably waives) any rights such Member might otherwise have to view or otherwise gain access to the Unit details of any other Member. In the event that any issue arising under this Agreement turns upon information set forth on the Schedule of Members, any Member may request that, at the Company’s expense, the Company’s attorneys or accountants confirm that such issue was properly addressed or resol...
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Initial Members; Additional Members. The initial Members of the Company are as set forth and identified as such on Appendix A attached hereto. The Board may in its sole discretion admit Additional Members to the Company and cause the Company to issue Units to any such Additional Member or any current Member; provided, however, that (a) no more than a total 50,000,000 Units of the Company may be issued to all Members, and (b) the first Units sold in any offering shall be the Reserved Units. The Members acknowledge that, except as otherwise provided in this Section 3.1, the admission of such new Members or the issuance of additional Membership Interests to pre-existing Members may dilute the Percentage Interests of the Members and the Percentage Interests represented by Membership Interests that may be acquired upon exercise of rights granted pursuant to an Option. If at any time or from time to time after the Articles are filed, the Company issues or sells Units to Third Party Members, then and in each such case, the Initial Members shall be issued a number of additional Units necessary to maintain their respective Percentage Interests in the Company at not less than 20% in the case of PEC and 10% in the case of Ritblatt, which percentage shall be reduced by sales made by the respective Initial Member, or its or her successors in interest, of Units held by such Initial Member.
Sample 1
Initial Members; Additional Members. The initial Members of the Company are as set forth on APPENDIX A attached hereto. The Management Committee by Supermajority Vote, may in its sole discretion admit additional Members to the Company and cause the Company to issue Units of any class to any such additional Member or any current Member. The Management Committee by Supermajority Vote may provide for the creation of new classes of Units which may have terms and preferences different from the Units issued on the date of this Agreement, provided that an amendment to this Agreement that sets forth the terms and preferences of such new class of Units is approved as an amendment to this Agreement in accordance with Section 13.
Sample 1
Initial Members; Additional Members. The third sentence of SECTION 3.1 of the Operating Agreement is amended and restated to read as follows: The Management Committee by Supermajority Vote may provide for the creation of new classes of Units which may have terms and preferences different from the Units issued on April 30, 1999, provided that an amendment to this Agreement that sets forth the terms and preferences of such new class of Units is approved as an amendment to this Agreement in accordance with Section 13.2.
Sample 1
Initial Members; Additional 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. Additional Persons may be admitted to the Company as Members and Membership Interests may be created and issued to those Persons and to existing Members at the direction of the affirmative vote of a Majority in Interest of the Members, or by purchase of Membership Interests from existing Members in accordance with Section 8.2 of this Agreement. The admission terms, to be determined at the admission date by the affirmative vote of a Majority in Interest of the Members, may provide for the creation of different classes or groups of Members and/or different rights, powers, and duties. The creation of any new class or group must be reflected in an amendment to the Agreement and to the Articles of Organization indicating the different rights, powers, and duties. The admission of a new or substitute Member also must comply with the requirements described elsewhere in this Agreement and will be effective on the date described in Section 8.7 hereof only after the requirements of Section 8.4 have been satisfied.
Sample 1
Initial Members; Additional Members. The initial Members of the Company are as set forth on Appendix A attached hereto. No Person may be admitted as an additional Member of the Company (including, without limitation, upon the exercise of an option granted pursuant to an Option Plan) except in accordance with the provisions of this Agreement. The Company may also admit one or more new Members with the approval of a Majority in Interest of the Members and the approval of the Management Committee (except that no such approval shall be required in the case of exercise of rights granted pursuant to an Option Plan or the GFI Option). The Members acknowledge that the admission of such new Members or the issuance of additional Membership Interests to pre-existing Members may dilute the Percentage Interests of the Members and the Percentage Interests represented by Membership Interests that may be acquired upon exercise of rights granted pursuant to an Option Plan.
Sample 1

Related to Initial Members; Additional Members

  • 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.

  • Initial Members The initial members of the LLC, their initial capital contributions, and their percentage interest in the LLC are: Initial Percentage Interest Capital Members in LLC Contribution

  • Admission of Additional Members One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

  • Initial Member (a) The name, address and initial Membership Interest of the initial Member is as follows: BR Cxxxxxx DFW Portfolio JV, LLC 100% c/o Bluerock Real Estate, L.L.C. 700 Xxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 (b) The Member was admitted to the Company as a member of the Company upon its execution of a counterpart signature page to this Agreement.

  • Substituted Member (a) An assignee of any Units or other interests in the Company of a Member, or any portion thereof, shall become a substituted Member entitled to all the rights of a Member if and only if the assignor gives the assignee such right. (b) Upon the admission of a substituted Member, Schedule A attached hereto shall be amended to reflect the name, address and Units and other interests in the Company of such substituted Member and to eliminate the name and address of and other information relating to the assigning Member with regard to the assigned Units and other interests in the Company.

  • 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.

  • Substitute Members No Member shall have the right to substitute a transferee of all or any part of such Member’s Units in its place, except as provided in this Article 11. Any such transferee of Unit(s) (whether pursuant to a voluntary or involuntary Transfer) shall be admitted to the Company as a Substitute Member only (i) with the consent of the Manager granted at its sole discretion, (ii) by satisfying the requirements of this Article 11, and (iii) upon the receipt of all necessary consents of governmental and regulatory authorities. Persons who become Substitute Members pursuant to Article 11.5 need not comply with clause (i) of the preceding sentence. Each transferee of all or part of a Member's Membership Units, as a condition to its admission as a Substitute Member, shall execute and acknowledge such instruments, in form and substance satisfactory to the Manager, as the Manager reasonably deems necessary or desirable to effectuate such admission and to confirm the agreement of such person to be bound by all the terms and provisions of this Agreement with respect to the Membership Units acquired. All reasonable expenses, including attorneys’ fees, incurred by the Company in this connection shall be borne by such person.

  • Professional Memberships Each employee is eligible for reimbursement for membership fees or dues paid for the maintenance of a license required to perform employee’s job and for dues paid for membership in one additional job related professional association.

  • Managing Member Unless otherwise expressly provided in this Agreement, the Managing Member or any of its Affiliates who hold any Interests shall not be entitled to vote in its capacity as holder of such Interests on matters submitted to the Members for approval, and no such Interests shall be deemed Outstanding for purposes of any such vote.

  • Member's Capital Accounts A Capital Account for the Member shall be maintained by the Company. The Member's Capital Account shall reflect the Member’s capital contributions and increases for any net income or gain of the Company. The Member’s Capital Account shall also reflect decreases for distributions made to the Member and the Member’s share of any losses and deductions of the Company.

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