Members; Beneficial Owners; Binding Nature of this Agreement Sample Clauses

Members; Beneficial Owners; Binding Nature of this Agreement. A Person shall be admitted as a Member and shall become bound by the terms of this Agreement if such Person purchases or otherwise acquires any LLC Interests in accordance with the provisions of this Article III and holds them directly in accordance with Section 3.2(c). A Person shall become bound by the terms of this Agreement as a Beneficial Owner if such Person purchases or otherwise acquires any LLC Interests and holds them indirectly in accordance with Section 3.2(c). For purposes of this Agreement, and except as the context otherwise requires, LLC Interests that are “held directly” are held by the Members, as the registered owners of the LLC Interests, and, if applicable, LLC Interests that are “held indirectly” are held through DTC, on behalf of the Beneficial Owners and similar terms such as “hold directly” or “hold indirectly” will be construed accordingly. Pursuant to the Plan of Reorganization and subject to Section 3.1(c) of this Agreement, each Person that is entitled to receive Units pursuant to the terms of the Plan of Reorganization is automatically deemed to be a party hereto as a Member or Beneficial Owner, as applicable as if, and with the same effect as if, such Person had delivered a duly executed counterpart signature page to this Agreement, in each case, without any further action by any party, provided, however, that nothing herein shall excuse parties, as applicable, from complying with the Distribution Requirements (as defined below) in order to receive Units under the Plan of Reorganization. For the avoidance of doubt, no further approval of the Board, any Member, any Beneficial Owner or any other Person shall be required with respect to the foregoing. Without limiting the foregoing, Cede & Co. shall automatically be admitted as a Member upon its acquisition of LLC Interests regardless of whether Cede & Co. signs this Agreement. As of the Effective Date and at the time of execution of this Agreement, the initial Members and their respective ownership are set forth in Schedule 2 hereto. For the avoidance of doubt, notwithstanding anything to contrary in Section 13.5, the Board shall have the right to amend or update Schedule 2 to reflect the admission of a new Member or any updates to the ownership of LLC Interests without the prior written consent of any other Person in accordance with the terms of this Agreement. (a) Each Person that becomes a Member or a Beneficial Owner after the Effective Date shall be automatically admitted ...
Sample 1
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Related to Members; Beneficial Owners; Binding Nature of this Agreement

  • Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

  • Definitions For purposes of this Agreement:

  • Entire Agreement This DPA and the Service Agreement constitute the entire agreement of the Parties relating to the subject matter hereof and supersedes all prior communications, representations, or agreements, oral or written, by the Parties relating thereto. This DPA may be amended and the observance of any provision of this DPA may be waived (either generally or in any particular instance and either retroactively or prospectively) only with the signed written consent of both Parties. Neither failure nor delay on the part of any Party in exercising any right, power, or privilege hereunder shall operate as a waiver of such right, nor shall any single or partial exercise of any such right, power, or privilege preclude any further exercise thereof or the exercise of any other right, power, or privilege.

  • NOW, THEREFORE the parties hereto agree as follows:

  • IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first above written.

  • Severability Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

  • Termination In the event that either Party seeks to terminate this DPA, they may do so by mutual written consent so long as the Service Agreement has lapsed or has been terminated. Either party may terminate this DPA and any service agreement or contract if the other party breaches any terms of this DPA.

  • WHEREAS the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and

  • Notices Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Purchase Agreement.

  • Miscellaneous The Vendor acknowledges and agrees that continued participation in TIPS is subject to TIPS sole discretion and that any Vendor may be removed from the participation in the Program at any time with or without cause. Nothing in the Agreement or in any other communication between TIPS and the Vendor may be construed as a guarantee that TIPS or TIPS Members will submit any orders at any time. TIPS reserves the right to request additional proposals for items or services already on Agreement at any time.

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