Issuance of Membership Units. ADMISSION OF NEW MEMBERS. (a) The Company is not authorized to offer and sell, or cause to be offered and sold, additional Membership Units or to admit additional Persons as Members except with the approval of the Members holding more than fifty percent (50%) in interest of the Common Units. (b) The Members or the Majority Member, as applicable, may establish eligibility requirements for admission of a subscriber as a New Member after the date hereof and may refuse to admit any subscriber that fails to satisfy such eligibility requirements. The Members or the Majority Member, as applicable, shall have the responsibility for determining whether a Person is eligible for admission as a New Member. Each Person who first subscribes for a Membership Unit in the Company after the date hereof shall be admitted as a New Member of the Company at the time (i) such Person executes a Subscription Agreement agreeing to be bound by the provisions hereof, (ii) the Members or the Majority Member, as applicable, at their sole discretion, accepts such Subscription Agreement on behalf of the Company and (iii) the subscriber makes the Capital Contribution(s) required pursuant to the terms of this Agreement and its Subscription Agreement. None of the existing Members shall have any preemptive or similar right to subscribe to the issuance of new Membership Units in the Company, and each of the Members acknowledges that its membership interest is subject to adjustment (downward and upward) in the event of the admission of New Members to the Company pursuant hereto or the withdrawal of any Member from the Company.
Appears in 6 contracts
Samples: Limited Liability Company Agreement (Acme Television LLC), Limited Liability Company Agreement (Acme Television LLC), Limited Liability Company Agreement (Acme Television LLC)
Issuance of Membership Units. ADMISSION OF NEW MEMBERSAdmission of New Members.
(a) The Company is not authorized to offer and sell, or cause to be offered and sold, additional Membership Units or to admit additional Persons as Members except with the approval of the Members holding more than fifty percent (50%) in interest of the Common Units.
(b) The Members or the Majority Member, as applicable, may establish eligibility requirements for admission of a subscriber as a New Member after the date hereof and may refuse to admit any subscriber that fails to satisfy such eligibility requirements. The Members or the Majority Member, as applicable, shall have the responsibility for determining whether a Person is eligible for admission as a New Member. Each Person who first subscribes for a Membership Unit in the Company after the date hereof shall be admitted as a New Member of the Company at the time (i) such Person executes a Subscription Agreement agreeing to be bound by the provisions hereof, (ii) the Members or the Majority Member, as applicable, at their sole discretion, accepts such Subscription Agreement on behalf of the Company and (iii) the subscriber makes the Capital Contribution(s) required pursuant to the terms of this Agreement and its Subscription Agreement. None of the existing Members shall have any preemptive or similar right to subscribe to the issuance of new Membership Units in the Company, and each of the Members acknowledges that its membership interest is subject to adjustment (downward and upward) in the event of the admission of New Members to the Company pursuant hereto or the withdrawal of any Member from the Company.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (Acme Television LLC), Limited Liability Company Agreement (Acme Television LLC), Limited Liability Company Agreement (Acme Television LLC)
Issuance of Membership Units. ADMISSION OF NEW MEMBERS.
(a) The Company is not authorized to offer and sell, or cause to be offered and sold, additional Membership Units or to admit additional Persons as Members except with the approval of the Members holding more than fifty percent (50%) in interest of the Common Units.
(b) The Members or the Majority Member, as applicable, may establish eligibility requirements for admission of a subscriber as a New Member after the date hereof and may refuse to admit any subscriber that fails to satisfy such eligibility requirements. The Members or the Majority Member, as applicable, shall have the responsibility for determining whether a Person person or entity is eligible for admission as a New Member. Each Person who first subscribes for a Membership Unit in the Company after the date hereof shall be admitted as a New Member of the Company at the time (i) such Person executes a Subscription Agreement agreeing to be bound by the provisions hereof, (ii) the Members or the Majority Member, as applicable, at their sole discretion, accepts such Subscription Agreement on behalf of the Company and (iii) the subscriber makes the Capital Contribution(s) required pursuant to the terms of this Agreement and its Subscription Agreement. None of the existing Members shall have any preemptive or similar right to subscribe to the issuance of new Membership Units in the Company, and each of the Members acknowledges that its membership interest is subject to adjustment (downward and upward) in the event of the admission of New Members to the Company pursuant hereto or the withdrawal of any Member from the Company.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Acme Television LLC), Limited Liability Company Agreement (Acme Television LLC)
Issuance of Membership Units. ADMISSION OF NEW MEMBERSAdmission of New Members.
(a) The Company is not authorized to offer and sell, or cause to be offered and sold, additional Membership Units or to admit additional Persons as Members except with the approval of the Members holding more than fifty percent (50%) in interest of the Common Units.
(b) The Members or the Majority Member, as applicable, may establish eligibility requirements for admission of a subscriber as a New Member after the date hereof and may refuse to admit any subscriber that fails to satisfy such eligibility requirements. The Members or the Majority Member, as applicable, shall have the responsibility for determining whether a Person person or entity is eligible for admission as a New Member. Each Person who first subscribes for a Membership Unit in the Company after the date hereof shall be admitted as a New Member of the Company at the time (i) such Person executes a Subscription Agreement agreeing to be bound by the provisions hereof, (ii) the Members or the Majority Member, as applicable, at their sole discretion, accepts such Subscription Agreement on behalf of the Company and (iii) the subscriber makes the Capital Contribution(s) required pursuant to the terms of this Agreement and its Subscription Agreement. None of the existing Members shall have any preemptive or similar right to subscribe to the issuance of new Membership Units in the Company, and each of the Members acknowledges that its membership interest is subject to adjustment (downward and upward) in the event of the admission of New Members to the Company pursuant hereto or the withdrawal of any Member from the Company.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Acme Television LLC), Limited Liability Company Agreement (Acme Television LLC)