New Membership Interests. Upon the closing of the Transaction, the Company shall issue a New Membership Interest to NGA in the amount of 14.47% of all Membership Interests in the Company after giving effect to the issuance of the New Membership Interests. Except as otherwise provided in this Section 9.4 and 9.5, the holder of the New Membership Interest shall have all rights, obligations, limitations and restrictions as all other Members and holders of Membership Interests. The Majority XXX Xxxxxx(s) shall be entitled to designate one (1) of the five (5) Managers serving on the Board of Managers of the Company. The initial designated representative of NGA to serve on the Board of Managers of the Company is Xxxxxx Xxxx (Xxxx). Except as otherwise provided herein, Xxxx shall continue to serve as the designated representative of NGA, unless replaced by NGA, so long as NGA or an Affiliate of NGA remains a Member of the Company. In the event of the death or disability of Xxxx or the termination or resignation of Xxxx as a representative of NGA, NGA shall designate a replacement representative to Xxxx which designation shall be subject to the Company’s consent which shall not be unreasonably withheld or delayed. If, for any reason, the designated representative of NGA is determined by any applicable gaming authority, including without limitation the Nevada Gaming Authorities, not to be suitable or qualified to be a Manager of the Company, NGA will be entitled to nominate a replacement Manager.
New Membership Interests. Upon the issuance of any new Units in the Exchange or the valid Transfer of all or any portion of a Member’s Units, the Board shall amend this Agreement and Schedule A hereto as may be necessary to reflect the admission of new Members or issuance of new Units.
New Membership Interests. The Company may not issue any additional Class One or Class Two Membership Interests without the approval of, if the BE Condition is met, a Super-Majority Vote of the Members and, if the BE Condition is not met, a Majority Vote of the Members.
New Membership Interests. (a) Upon the issuance of any new Units in BOX Holdings, the valid Transfer of all or any portion of a Member’s Units, or any reallocation, cancellation or redemption of Units, including pursuant to the Members Agreement, the Board or any Officer shall amend the Membership Record to reflect such event.
New Membership Interests. (a) Upon the issuance of any new Units in BOX Holdings, [or] the valid Transfer of all or any portion of a Member’s Units, or any reallocation, cancellation or redemption of Units, including pursuant to the Members Agreement, the Board or any Officer shall amend the Membership Record to reflect such event [the Board shall amend this Agreement and Schedule 1 hereto so as to specify the class of any new Members or Units, the rights of such class and its or their Capital Contributions and make such further adjustments to Schedule 1 as may be necessary to reflect the admission of new Members or issuance of new Units].
