MEMBER OF THE COMPANY Sample Clauses

MEMBER OF THE COMPANY. The Named Insured, as the policyholder, is a member of the Company so long as the Policy is in force. Upon cancellation or non-renewal of the Policy, the Named Insured ceases to be a member of the Company.
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MEMBER OF THE COMPANY. Red Oak Capital GP, LLC, a Delaware limited liability company By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Authorized Signatory MANAGING MEMBER OF ROCF II SERIES, a series of Red Oak Capital Fund Series, LLC, Red Oak Capital GP, LLC, a Delaware limited liability company By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Authorized Signatory MANAGING MEMBER OF ROCF IV SERIES a series of Red Oak Capital Fund Series, LLC, Red Oak Capital GP, LLC, a Delaware limited liability company By: /s/Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Authorized Signatory MANAGING MEMBER OF ROCF V SERIES, a series of Red Oak Capital Fund Series, LLC, Red Oak Capital GP, LLC, a Delaware limited liability company By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Authorized Signatory MANAGING MEMBER OF ROIOF SERIES, a series of Red Oak Capital Fund Series, LLC, Red Oak Capital GP, LLC, a Delaware limited liability company By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Authorized Signatory Exhibit 1 to Limited Liability Company Agreement (the “Agreement”), dated September 18, 2023, of Red Oak Capital Fund Series, LLC (the “Company”) and Red Oak Capital GP, LLC Series Designation of ROCF II Series, a series of Red Oak Capital Fund Series, LLC Capitalized terms used but not defined herein have the meanings assigned to such terms in the Agreement, as in effect as of the date of establishment set forth below. References to Sections and Articles set forth herein are references to Sections and Articles of the Agreement. Name of Series ROCF II Series, a series of Red Oak Capital Fund Series, LLC, a Delaware limited liability company (“ROCF II Series”) Date of establishment ROCF II Series shall be deemed established upon the effectiveness of the merger of Red Oak Capital Fund II, LLC, a Delaware limited liability company with and into the Company. Sole Member The Company Managing Member Red Oak Capital GP, LLC, a Delaware limited liability company, is the managing member of the Company and, as such, is effectively the managing member of ROCF II Series with effect from the effective date hereof and shall continue to act as the managing member of ROCF II Series until dissolution of ROCF II Series pursuant to Section 8.02(b) or its removal and replacement. Management Fee annual rate of 1.75% of gross principal outstanding of all bonds issued by ROCF II Series
MEMBER OF THE COMPANY. Admission of any other Person as a Member of the Company shall require the written consent of all of the Members.
MEMBER OF THE COMPANY. Each Originator is a member of the Company and has maintained books and records necessary to identify and track the capital contributions made by such Originator to the Company along with each distribution or adjustment of such Originator’s capital in the Company on a monthly.
MEMBER OF THE COMPANY. The registered holder of the Special Share shall be automatically admitted as a Preferred Member of the Company.
MEMBER OF THE COMPANY. The Buyer, in order to become the holder of the Purchased Units, hereby agrees to the following: (i) all of the Purchased Units shall constitute Units with the benefits of and subject to and bound by the restrictions and conditions applicable to Units as set forth in the Operating Agreement and (ii) he shall by execution of this Agreement become a Member of the Company and as such shall have the benefits of and be subject to and bound by the restrictions and conditions applicable to the Members, as all such benefits, obligations and restrictions are set forth in the Operating Agreement. The Buyer agrees to execute and delivery such instruments and to take such other actions as the Company may reasonably request, in connection with his purchase of the Purchased Units and his admission as a Member of the Company.

Related to MEMBER OF THE COMPANY

  • Management of the Company The Company's business and affairs shall be conducted and managed by the Member(s) in accordance with this Agreement and the laws of the State of the Formation. Single-Member (Applies ONLY if Single-Member): The Member(s) of the Company has sole authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company or incur any expenditures on behalf of the Company. The Member(s) shall not be liable for the debts, obligations, or liabilities of the Company, including under a judgment, decree, or order of a court. The Company is organized as a “member-managed” limited liability company. The Member(s) is designated as the initial managing Member(s). Multi-Member (Applies ONLY if Multi-Member): Except as expressly provided elsewhere in this Agreement, all decisions respecting the management, operation, and control of the business and affairs of the Company and all determinations made in accordance with this Agreement shall be made by the affirmative vote or consent of Member(s) holding a majority of the Members’ Percentage Interests. Notwithstanding any other provision of this Agreement, the Member shall not, without the prior written consent of the unanimous vote or consent of the Member(s), sell, exchange, lease, assign or otherwise transfer all or substantially all of the assets of the Company; sell, exchange, lease (other than space leases in the ordinary course of business), assign or transfer the Company’s assets; mortgage, pledge or encumber the Company’s assets other than is expressly authorized by this Agreement; prepay, refinance, modify, extend or consolidate any existing mortgages or encumbrances; borrow money on behalf of the Company; lend any Company funds or other assets to any person or entity; establish any reserves for working capital repairs, replacements, improvements or any other purpose; confess a judgment against the Company; settle, compromise or release, discharge or pay any claim, demand or debt, including claims for insurance; approve a merger or consolidation of the Company with or into any other limited liability company, corporation, partnership or other entity; or change the nature or character of the business of the Company. The Member(s) shall receive such sums for compensation as Member(s) of the Company as may be determined from time to time by the affirmative vote or consent of Member(s) holding a majority of the Member(s)’ Percentage Interests.

  • Directors of the Company Promptly upon the acceptance ------------------------ for payment of and payment for any Shares by Merger Subsidiary pursuant to the Offer (and, to the extent the Minimum Tender Condition is waived pursuant to Section 1.01(e), the exercise of the Option as contemplated by Section 1.01(e)), Merger Subsidiary shall be entitled to designate such number of directors, rounded up to the next whole number, on the Board of Directors of the Company as will give Merger Subsidiary, subject to compliance with Section 14(f) of the Exchange Act, representation on the Board of Directors of the Company equal to the product of (a) the number of directors on the Board of Directors of the Company and (b) the percentage that such number of votes represented by Shares so purchased and Shares otherwise held by Parent and its affiliates, if any, bears to the number of votes represented by Shares outstanding, and the Company shall at such time, subject to applicable law, cause Merger Subsidiary's designees to be so elected by its existing Board of Directors. Subject to applicable law, the Company shall take all action requested by Parent necessary to effect any such election, including mailing to its stockholders the information statement (the "Information Statement") containing the information required by Section 14(f) of the Exchange Act and Rule 14(f)-1 promulgated thereunder, and the Company shall make such mailing with the mailing of the Schedule 14D-9 (provided that Parent and Merger Subsidiary shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to Merger Subsidiary's designees). In connection with the foregoing, the Company will, subject to applicable law, promptly either increase the size of the Board of Directors of the Company and/or obtain the resignation of such number of its current directors as is necessary to enable Merger Subsidiary's designees to be elected or appointed to the Company's Board of Directors as provided above; provided, however, that prior to the Effective Time (as defined in Section 2.03) the Board of Directors of the Company shall always have at least two (2) members who are neither officers, directors, stockholders or designees of Merger Subsidiary or any of its affiliates ("Merger Subsidiary Insiders") and each committee of the Board of Directors of the Company shall have at least one (1) member who is not a Merger Subsidiary Insider. If the number of directors who are not Merger Subsidiary Insiders is reduced below two (2) for any reason prior to the Effective Time, then the remaining director who is not a Merger Subsidiary Insider shall be entitled to designate a person to fill such vacancy who is not a Merger Subsidiary Insider and who shall be a director not deemed to be a Merger Subsidiary Insider for all purposes of this Agreement. Following the election of Merger Subsidiary's designees to the Company's Board of Directors pursuant to this Section 1.03 and prior to the Effective Time (i) any amendment or termination of this Agreement by the Company, (ii) any extension or waiver by the Company of the time for the performance of any of the obligations or other acts of Parent or Merger Subsidiary under this Agreement or (iii) any waiver of the Company's rights hereunder shall, in any such case, require the concurrence of a majority of the directors of the Company then in office who are not Merger Subsidiary Insiders.

  • Winding Up of the Company (a) The Managing Member shall promptly notify the other Members of any Dissolution Event. Upon dissolution, the Company’s business shall be liquidated in an orderly manner. The Managing Member shall appoint a liquidating trustee to wind up the affairs of the Company pursuant to this Agreement. In performing its duties, the liquidating trustee is authorized to sell, distribute, exchange or otherwise dispose of the assets of the Company in accordance with the Delaware Act and in any reasonable manner that the liquidating trustee shall determine to be in the best interest of the Members.

  • Business of the Company The purpose of the Company is to carry on any lawful business, purpose or activity for which limited liability companies may be formed in accordance with Section 18-106 of the Act.

  • Successors of the Company The rights and obligations of the Company under this Agreement shall inure to the benefit of, and shall be binding upon, the successors and assigns of the Company, including any Successor Company. This Agreement shall be assignable by the Company in the event of a merger or similar transaction in which the Company is not the surviving entity, or a sale of all or substantially all of the Company’s assets.

  • Capital of the Company Except as expressly provided for in this Agreement, no Member shall be entitled to withdraw or receive any interest or other return on, or return of, all or any part of its Capital Contribution, or to receive any Company Assets (other than cash) in return for its Capital Contribution. The Class A Member shall not be entitled to make a Capital Contribution to the Company except as expressly authorized or required by this Agreement.

  • Status of the Company The Members acknowledge that this Agreement creates a partnership for federal income tax purposes. Furthermore, the Members hereby agree not to elect to be excluded from the application of Subchapter K of Chapter 1 of Subtitle A of the Code or any similar state statute.

  • Of the Company To induce the Advisor to enter into this Agreement, the Company hereby represents and warrants that:

  • Board of Directors of the Company (a) As of the Effective Date, the number of directors constituting the entire Board of Directors of the Company is seven, but the Board of Directors may increase its size to eight (8). Apollo (or any representative thereof designated by Apollo) shall be entitled, but not required, to nominate up to three (3) members to the Board of Directors (collectively, the "APOLLO NOMINEES") and the Company shall be entitled, but not required, to nominate the remaining members to the Board of Directors. One Apollo Nominee shall be classified as a Class I Director of the Company, one Apollo Nominee shall be classified as a Class II Director of the Company, and one Apollo Nominee shall be classified as a Class III Director of the Company.

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