Preferred Member Sample Clauses

Preferred Member. The term "Preferred Member" has the meaning set forth in the opening paragraph of this Agreement.
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Preferred Member. Preferred Member shall have no obligation to make additional PE Contributions. In the event that at any time the Sponsor Member fails to make an additional capital contribution required for payment of any Necessary Expenses within ten (10) Business Days following receipt by Sponsor Member of a notice from Preferred Member setting forth Preferred Member’s intention to pay for such Necessary Expenses, Preferred Member may, in its sole discretion and without the consent of any other Member, pay such Necessary Expenses. The amount paid by Preferred Member in respect of such other Necessary Expenses shall be deemed to be an additional PE Contribution and shall be added to the Unreturned Preferred Capital of Preferred Member. Preferred Member shall promptly provide the Company with written notice of any such additional capital contribution.
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Preferred Member. Pursuant to this Agreement, Purchaser shall be ----------------- a preferred investor and member in the LLC, and as such shall receive a preferred return on its Contributed Equity from the distributed cash flow of the LLC as per Section 5.15.
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Preferred Member c/x Xxxxxx Realty, 000 Xxxxxxx Xxxxxx, Sackets Harbor, New York 13685, Attention: Xxxxx Xxxxxx.
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Preferred Member. A member of the Peer Support Team will contact the person(s) listed on the member’s Employee Notification Form as the preferred notification person in order of priority. If the person is unavailable or will have an extended response time, the next person(s) will be contacted. If a preferred notification person is on-duty, all efforts should be made to relieve the preferred notification person from duties, at least temporarily, in order for the notification to be provided. If at all possible, notifications should be done with two people.
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Preferred Member. To the extent permitted or not prohibited under the Loan Documents, (1) (i) all or part of the Preferred Member’s Membership Interest or (ii) all or part of the direct or indirect membership interests in the Preferred Member may at any time, without the consent or approval of any other Member, be Transferred to (x) a Preferred Affiliate, (y) the Sponsor Member pursuant to any provision of this Agreement or through any other direct agreement with the Sponsor Member or Affiliate thereof or (z) any Qualified Organization and (2) the direct or indirect member interests in Torchlight Debt Opportunity Fund IV, LLC and/or DOF IV REIT Holdings, LLC and/or Bay Point TRS, LLC may be Transferred at any time without the consent or approval of any other Member.
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Preferred Member. Any such amendment shall become effective on the later of (A) the date proposed by the parties to such amendment or (B) 31 days after submission of such amendment to LPSC unless LPSC issues an order disapproving such amendment within the 30-day period following such submission.
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Preferred Member. As of the date hereof, the Company has no Preferred Members. Upon consummation of the transfer of assets contemplated by the Purchase Agreement on the Purchase Agreement Closing Date, GDREC shall be admitted as a Preferred Member of the Company and shall be shown as such on the books and records of the Company. Except as expressly permitted by this Agreement, no other Person shall be admitted as a Preferred Member of the Company without the approval of the Managing Member; provided, however, that if an additional Person is admitted as a Preferred Member, so long as GDREC is a Preferred Member, no Preferred Member shall hold interests of the Company ranking senior to or pari passu with GDREC's interests in respect of distributions or liquidation without the consent or approval of GDREC.
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Preferred Member. Number of Preferred Units ----------------- ------------------------- FIRST CHICAGO CAPITAL CORPORATION 285,572.94 XXXXX FARGO & COMPANY 285,572.94 BANKAMERICA INVESTMENT 380,763.93 CORPORATION
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Related to Preferred Member

  • Special Member Upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than (i) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee, or (ii) the resignation of the Member and the admission of an additional member of the Company, (a “Member Cessation Event”)), Springing Member 1 shall, without any action of any Person and simultaneously with the Member Cessation Event, automatically be admitted to the Company as a Special Member and shall continue the Company without dissolution. If, however, at the time of a Member Cessation Event, Springing Member 1 has died or is otherwise no longer able to step into the role of Special Member, then in such event, Springing Member 2 shall, concurrently with the Member Cessation Event, and without any action of any Person and simultaneously with the Member Cessation Event, automatically be admitted to the Company as Special Member and shall continue the Company without dissolution. It is the intent of these provisions that the Company never have more than one Special Member at any particular point in time. No Special Member may resign from the Company or transfer its rights as Special Member unless a successor Special Member has been admitted to the Company as Special Member by executing a counterpart to this Agreement. The Special Member shall automatically cease to be a member of the Company upon the admission to the Company of a substitute member. The Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, a Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of the Special Member, each of Springing Member 1 and Springing Member 2 shall execute a counterpart to this Agreement. Prior to its admission to the Company as Special Member, neither Mxxxxxx X. Xxxxx nor Jxxxxx B. Xxxxx shall be a member of the Company. The Company shall at all times have a Springing Member 1 and Springing Member 2. No resignation or removal of either Springing Member 1 or Springing Member 2, and no appointment of a successor Springing Member, shall be effective unless and until such successor shall have executed a counterpart to this Agreement. In the event of a vacancy in the position of Springing Member 1 or Springing Member 2, the Member shall, as soon as practicable, appoint a successor Springing Member to fill such vacancy. By signing this Agreement, a springing member agrees that, should such Springing Member become a Special Member, such springing member will be subject to and bound by the provisions of this Agreement applicable to a Special Member.

  • Limited Partner The name and address of the New Limited Partner of the Partnership is 0000 X. Xxxx Xxxxx Xxxxxxxxx, 0xx Xxxxx, Xxxxx, Xxxxxxx 00000. The names and addresses of any other Limited Partners shall be set forth on Exhibit B, as amended from time to time, attached hereto and incorporated herein by this reference. The Partnership Interest of a Limited Partner shall be referred to herein as a “Limited Partnership Interest.”

  • Managing Member Unless otherwise expressly provided in this Agreement, the Managing Member or any of its Affiliates who hold any Interests shall not be entitled to vote in its capacity as holder of such Interests on matters submitted to the Members for approval, and no such Interests shall be deemed Outstanding for purposes of any such vote.

  • Initial Member (a) The name, address and initial Membership Interest of the initial Member is as follows: Name Membership Interest BR Cxxxxxx DFW Portfolio JV, LLC 100% c/o Bluerock Real Estate, L.L.C. 700 Xxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000

  • Initial Members The initial Members of the LLC, their initial capital contributions, and their percentage interest in the LLC are as follows: Members Percentage Interest in LLC Capital Contribution (If any)

  • Limited Partners The Limited Partners shall not participate in the general conduct or control of the Partnership’s affairs and shall have no right or authority to act for or to bind the Partnership. The Limited Partners shall not be required to assume, endorse or guarantee any liabilities of the Partnership.

  • Preferred Units Without the consent of any Common Unitholder, the Board may cause the Company to issue one class of Preferred Units, which Preferred Units would have rights senior to those of the Common Units, and such other characteristics as the Board may determine, but, for so long as the Company operates as a BDC, in a manner that complies with the legal requirements applicable to a BDC. Prior to the issuance of a series of Preferred Units, the Board shall set the terms, preferences, conversion or other rights, voting powers, restrictions, limitations as to distributions, qualifications and terms or conditions of redemption.

  • Interest Holders The Administrative Agent may treat each Lender, or the Person designated in the last notice filed with the Administrative Agent, as the holder of all of the interests of such Lender in its portion of the Loans and in its Note until written notice of transfer, signed by such Lender (or the Person designated in the last notice filed with the Administrative Agent) and by the Person designated in such written notice of transfer, in form and substance satisfactory to the Administrative Agent, shall have been filed with the Administrative Agent.

  • General Partner Gross Income Allocation After giving effect to the special allocations in paragraph 2 but prior to any allocations under subparagraphs 1(a) or 1(b), there shall be specially allocated to the General Partner an amount of (i) first, items of Partnership income and (ii) second, items of Partnership gain during each fiscal year or other applicable period in an amount equal to the excess, if any, of (A) the cumulative distributions made to the General Partner under Section 7.3(b) of the Agreement, other than distributions which would properly be treated as “guaranteed payments” or which are attributable to the reimbursement of expenses which would properly be either deductible by the Partnership or added to the tax basis of any Partnership asset, over (B) the cumulative allocations of Partnership income and gain to the General Partner under this subparagraph 1(c)(i).

  • Membership Interests; Additional Members Holdings is the sole initial Member of the Company as reflected in Exhibit A attached hereto. Additional Persons may be admitted to the Company as Members, and Membership Interests may be issued, on such terms and conditions as the existing Members, voting as a single class, may determine at the time of admission. The terms of admission or issuance must specify the Sharing Ratios applicable thereto and may provide for the creation of different classes or groups of Members or Membership Interests having different (including senior) rights, powers and duties. The Members may reflect the creation of any new class or group in an amendment to this Agreement, indicating the different rights, powers and duties, and such an amendment shall be approved and executed by the Members in accordance with the terms of this Agreement. Any such admission shall be effective only after such new Member has executed and delivered to the Members and the Company an instrument containing the notice address of the new Member, the new Member’s ratification of this Agreement and agreement to be bound by it.

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