Permissible Withdrawals. Subject to any Unit Designation, no Member may withdraw from the Company other than: (i) As a result of a Permitted Transfer of all of such Member’s Units in accordance with this Article VIII with respect to which the transferee becomes a Substituted Member; (ii) Pursuant to an acquisition by the Managing Member of all of its Membership Interests; or (iii) With the consent of the Company.
Appears in 4 contracts
Samples: Limited Liability Company Agreement (GEN Restaurant Group, Inc.), Limited Liability Company Agreement (Zevia PBC), Limited Liability Company Agreement (Zevia PBC)
Permissible Withdrawals. Subject to any Unit Designation, no Member may withdraw from the Company other than:
(i) As a result of a Permitted Transfer of all of such Member’s Units in accordance with this Article VIII VII or as otherwise permitted by this Agreement with respect to which the transferee becomes a Substituted MemberMember (and, in the case of the Manager, subject to compliance with Section 4.1(a)(v));
(ii) Pursuant to an acquisition by the Managing Member Manager or a wholly owned Subsidiary of the Manager of all of its Membership Intereststhe Units to the extent permitted by this Agreement; or
(iii) With the prior written consent of a Majority-in-Interest of the CompanyMembers.
Appears in 2 contracts
Samples: Business Combination Agreement (ESGEN Acquisition Corp), Business Combination Agreement (ESGEN Acquisition Corp)
Permissible Withdrawals. Subject to any Unit Designation, no Member may withdraw from the Company other than:
(i) As a result of a Permitted Transfer of all of such Member’s Units in accordance with this Article VIII VII or Article X with respect to which the transferee becomes a Substituted Member;
(ii) Pursuant to an acquisition by the Managing Member Manager or Subsidiary of the Manager of all of its Membership InterestsUnits; or
(iii) With the prior written consent of the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Swiftmerge Acquisition Corp.), Limited Liability Company Agreement (Swiftmerge Acquisition Corp.)
Permissible Withdrawals. Subject to any Unit Designation, no Member may withdraw from the Company other than:
(i) As a result of a Permitted Transfer of all of such Member’s Units in accordance with this Article VIII Article VII or Article XI with respect to which the transferee becomes a Substituted Member;
(ii) Pursuant to an acquisition by the Managing Member Manager or Subsidiary of the Manager of all of its Membership InterestsUnits; or
(iii) With the prior written consent of the Company.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (NUSCALE POWER Corp), Agreement and Plan of Merger (Spring Valley Acquisition Corp.)
Permissible Withdrawals. Subject to any Unit Designation, no Member may withdraw from the Company other than:
(i) As a result of a Permitted Transfer of all of such Member’s Units in accordance with this Article VIII Article VII or Article X with respect to which the transferee becomes a Substituted Member;
(ii) Pursuant to an acquisition by the Managing Member Manager or Subsidiary of the Manager of all of its Membership InterestsUnits; or
(iii) With the prior written consent of the Company.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Verde Clean Fuels, Inc.), Business Combination Agreement (CENAQ Energy Corp.)
Permissible Withdrawals. Subject to any Unit Designation, no Member may withdraw from the Company other than:
(i) As a result of a Permitted Transfer of all of such Member’s Units in accordance with this Article VIII Article VII or Article XI with respect to which the transferee becomes a Substituted Member;
(ii) Pursuant to an acquisition by the Managing Member or Subsidiary of the Managing Member of all of its Membership InterestsUnits; or
(iii) With the prior written consent of the Company.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Rubicon Technologies, Inc.), Agreement and Plan of Merger (Founder SPAC)
Permissible Withdrawals. Subject to any Unit Designation, no Member may withdraw from the Company other than:
(i) As as a result of a Permitted Transfer of all of such Member’s Units in accordance with this Article VIII VII or Article X with respect to which the transferee becomes a Substituted Member;
(ii) Pursuant pursuant to an acquisition by the Managing Member Manager or Subsidiary of the Manager of all of its Membership InterestsUnits; or
(iii) With with the prior written consent of the Company.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (HNR Acquisition Corp.), Limited Liability Company Agreement (HNR Acquisition Corp.)
Permissible Withdrawals. Subject to any Unit Designation, no Member may withdraw from the Company other than:
(i) As a result of a Permitted Transfer of all of such Member’s Units in accordance with this Article Article VIII with respect to which the transferee becomes a Substituted Member;
(ii) Pursuant to an acquisition by the Managing Member of all of its Membership Interests; or
(iii) With the consent of the Company.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Viant Technology Inc.)
Permissible Withdrawals. Subject to any Unit Designation, no Member may withdraw from the Company other than:
(i) As a result of a Permitted Transfer of all of such Member’s Units in accordance with this Article VIII VII or as otherwise permitted by this Agreement with respect to which the transferee becomes a Substituted MemberMember (and, in the case of the Manager, subject to compliance with Section 4.1(a)(v));
(ii) Pursuant to an acquisition by a Transfer to the Managing Member Manager or a wholly owned Subsidiary of the Manager (or the Company) of all of its Membership Interestssuch Member’s Units to the extent permitted by this Agreement; or
(iii) With the prior written consent of a Majority-in-Interest of the CompanyMembers.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Zeo Energy Corp.)
