Common use of Ownership Interests in Members Clause in Contracts

Ownership Interests in Members. Each Member represents and warrants that on the date of this Agreement its directors, officers and owners (and in the case of Nevada Gold and TrackPower, shareholders owning five percent (5%) or more of stock in their parent companies) in such Member is listed on Exhibit ”B” to this Agreement. Southern Tier further represents that no transfers or assignments of ownership interests in Southern Tier will be made except in compliance with Article 14, it being agreed that a transfer of a Unit by Southern Tier (or its Permitted Transferee) shall include a transfer of ownership interests within Southern Tier (or its Permitted Transferee) by its members and shall require compliance with the provisions of this Article 14. In the event the retirement, death or disability of Xxxxxxx Xxxxx causes a Transfer of the Units of Southern Tier, then Southern Tier shall thereafter have only the rights of an assignee pursuant to Section 14.6; provided, however, such Transfer shall be considered a Permitted Transfer if and for so long as Southern Tier’s managing member and designated director pursuant to Section 4.2 is either an Approved Substitute Manager or approved by a majority in interest of the remaining Members. The Members shall have a continuing obligation to update the list on Exhibit ”B”, within thirty (30) days following the end of each quarter during the term of this Agreement.

Appears in 2 contracts

Samples: Operating Agreement (Nevada Gold & Casinos Inc), Operating Agreement (Trackpower Inc)

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Ownership Interests in Members. Each Member represents and warrants that on the date of this Agreement its directors, officers and owners (and in the case of Nevada Gold and TrackPower, shareholders owning five percent (5%) or more of stock in their parent companies) in such Member is listed on Exhibit "B" to this Agreement. Southern Tier further represents that no transfers or assignments of ownership interests in Southern Tier will be made except in compliance with Article 14, it being agreed that a transfer of a Unit Membership Interest by Southern Tier (or its Permitted Transferee) shall include a transfer of ownership interests within Southern Tier (or its Permitted Transferee) by its members and shall require compliance with the provisions of this Article 14. In the event the retirement, death or disability of Xxxxxxx Xxxxx causes a Transfer of the Units Membership Interest of Southern Tier, then Southern Tier shall thereafter have only the rights of an assignee pursuant to Section 14.6; provided, however, such Transfer shall be considered a Permitted Transfer if and for so long as Southern Tier’s 's managing member and designated director pursuant to Section 4.2 is either an Approved Substitute Manager or approved by a majority in interest of the remaining Members. An event described in Section 14.3(d), (e) or (f) shall not be deemed to be a transfer of a Membership Interest by Nevada Gold, TrackPower or Southern Tier, respectively. The Members shall have a continuing obligation to update the list on Exhibit "B”, within thirty (30) days following the end of each quarter during the term of this Agreement".

Appears in 1 contract

Samples: Operating Agreement (Trackpower Inc)

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Ownership Interests in Members. Each Member represents and warrants that on the date of this Agreement its directors, officers and owners (and in the case of Nevada Gold and TrackPower, shareholders owning five percent (5%) or more of stock in their parent companies) in such Member is listed on Exhibit B” to this Agreement. Southern Tier further represents that no transfers or assignments of ownership interests in Southern Tier will be made except in compliance with Article 14, it being agreed that a transfer of a Unit Membership Interest by Southern Tier (or its Permitted Transferee) shall include a transfer of ownership interests within Southern Tier (or its Permitted Transferee) by its members and shall require compliance with the provisions of this Article 14. In the event the retirement, death or disability of Xxxxxxx Xxxxx causes a Transfer of the Units Membership Interest of Southern Tier, then Southern Tier shall thereafter have only the rights of an assignee pursuant to Section 14.6; provided, however, such Transfer shall be considered a Permitted Transfer if and for so long as Southern Tier’s 's managing member and designated director pursuant to Section 4.2 is either an Approved Substitute Manager or approved by a majority in interest of the remaining Members. The Members An event described in Section 14.3(d), (e) or (f) shall have not be deemed to be a continuing obligation to update the list on Exhibit ”B”, within thirty (30) days following the end transfer of each quarter during the term of this Agreement.a Membership Interest by Nevada Gold,

Appears in 1 contract

Samples: Operating Agreement (Nevada Gold & Casinos Inc)

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