Common use of Limitations on Members Clause in Contracts

Limitations on Members. No Member may: (a) Sign for or bind the Company by virtue of being a Member, direct or bind the Company on environmental or other issues or hold itself out as an agent of another Member; (b) Have such Member’s Capital Contribution repaid except to the extent provided in this Agreement; (c) Except as permitted by this Agreement, withdraw from the Company; (d) Sell or assign such Member’s interest in the Company or constitute the purchaser or assignee thereunder a substituted Member, except as provided in Articles VI and IX hereof; (e) Except as permitted by this Agreement, have priority over any other Member, either as to the return of Capital Contributions or as to the allocation of Profits, Losses or the distribution of Net Cash Flow, provided that this limitation shall not apply to the repayment by the Company of loans (as distinguished from Capital Contributions) which a Member was permitted to make under this Agreement and has made to the Company; or (f) Have any preemptive or preferential right, including any such right with respect to (i) additional Capital Contributions; (ii) issuance or sale of Units, whether unissued or hereafter created; (iii) issuance of any obligations, evidences of indebtedness or other securities of the Company convertible into or exchangeable for, or carrying or accompanied by any rights to receive, purchase or subscribe to, any such unissued Units; (iv) issuance of any right of, subscription to or right to receive, or any warrant or option for the purchase of, any of the foregoing securities; or (v) issuance or sale of any other securities that may be issued or sold by the Company.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (American Railcar Industries, Inc./De), Limited Liability Company Agreement (American Railcar Industries, Inc./De)

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Limitations on Members. No Member may: (a) Sign for or bind the Company by virtue of being a Member, direct or bind the Company on environmental or other issues or hold itself out as an agent of another Member; (b) Have such Member’s Capital Contribution repaid except to the extent provided in this Agreement; (c) Except as permitted by this Agreement, withdraw from the Company; (d) Sell or assign such Member’s interest in the Company or constitute the purchaser vendee or assignee thereunder a substituted Member, except as provided in Articles VI and IX hereof; (e) Except as permitted by this Agreement, have priority over any other Member, either as to the return of Capital Contributions or as to the allocation of Profits, Losses or the distribution of Net Cash Flow, provided that this limitation shall not apply to the repayment by the Company of loans (as distinguished from Capital Contributions) which a Member was permitted to make under this Agreement and has made to the Company; or (f) Have any preemptive or preferential right, including any such right with respect to (i) additional Capital Contributions; (ii) issuance or sale of Units, whether unissued or hereafter created; (iii) issuance of any obligations, evidences of indebtedness or other securities of the Company convertible into or exchangeable for, or carrying or accompanied by any rights to receive, purchase or subscribe to, any such unissued Units; (iv) issuance of any right of, subscription to or right to receive, or any warrant or option for the purchase of, any of the foregoing securities; or (v) issuance or sale of any other securities that may be issued or sold by the Company.

Appears in 1 contract

Samples: Limited Liability Company Agreement (American Railcar Industries, Inc.)

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Limitations on Members. No Member may: (a) Sign for or bind the Company by virtue of being a Member, direct or bind the Company on environmental or other issues Member (except as permitted by this Agreement) or hold itself out as an agent of another Member; (b) Have such Member’s Capital Contribution repaid except to the extent provided in this Agreement; (c) Except as permitted by this Agreement, withdraw from the Company; (d) Sell or assign such Member’s interest in the Company or constitute the purchaser vendee or assignee thereunder a substituted Member, except as provided in Articles VI and IX hereof; (e) Except as permitted by this Agreement, have Have priority over any other Member, either as to the return of Capital Contributions or as to the allocation of Profits, Losses or the distribution of Net Cash FlowIncome, provided that this limitation shall not apply to the repayment by the Company of loans (as distinguished from Capital Contributions) which a Member was permitted to make under this Agreement and has made to the Company; or (f) Have any preemptive or preferential right, including any such right with respect to (i) additional Capital Contributions; (ii) issuance or sale of Units, whether unissued or hereafter created; (iii) issuance of any obligations, evidences of indebtedness or other securities of the Company convertible into or exchangeable for, or carrying or accompanied by any rights to receive, purchase or subscribe to, any such unissued Units; (iv) issuance of any right of, subscription to or right to receive, or any warrant or option for the purchase of, any of the foregoing securities; or (v) issuance or sale of any other securities that may be issued or sold by the Company.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Advanced Drainage Systems, Inc.)

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