REDUCTION OF MEMBERS TO LESS THAN TWO (2) Sample Clauses

REDUCTION OF MEMBERS TO LESS THAN TWO (2). (a) If the number of Members of the Company would be reduced to less than two (2) through any reason other that the death, disability, termination or withdrawal of one or more Members, the Manager may immediately designate a Transferee to whom the potential non-remaining Member must sell its, his or her Membership Interest. The Manager shall deliver notice to the potential non-remaining Members of its designation of the Transferee. Upon the receipt of such notice, the potential non-remaining Member shall immediately sell its, his or her Membership Interest to the designated Transferee upon receipt of payment of the purchase price for the Interest as defined in Section 7.08 below. (b) Upon purchase of the non-remaining Member's Membership Interest, the designated Transferee shall immediately become a Member of the Company with all of the voting rights, rights in distributions (liquidating or otherwise) and allocation of profits, losses, gains, deductions and credits of the Company. If necessary, the effective date of the Transferee's status as a Member of the Company shall apply retroactively to the date of the occurrence which would have caused the number of Members of the Company to be reduced to less than two (2) Members.
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Related to REDUCTION OF MEMBERS TO LESS THAN TWO (2)

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  • CERTIFICATION OF MEMBERS The undersigned hereby agree, acknowledge, and certify that the foregoing Operating Agreement is adopted and approved by each Member. The agreement consisting of pages, constitutes, together with Exhibit 1, Exhibit 2, the Operating Agreement of , adopted by the Members as of the day of , 20 . Signature Printed Name Percent: % Signature Printed Name Percent: % Signature Printed Name Percent: % Signature Printed Name Percent: % Signature Printed Name Percent: %

  • Substitution of Members If unanimous written approval is received, the transferee shall:

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  • Termination of Partnership and Cancellation of Certificate of Limited Partnership Upon the completion of the liquidation of the Partnership’s assets, as provided in Section 13.2 hereof, the Partnership shall be terminated, a certificate of cancellation shall be filed, and all qualifications of the Partnership as a foreign limited partnership in jurisdictions other than the state of Delaware shall be canceled and such other actions as may be necessary to terminate the Partnership shall be taken.

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  • Waiver of Liquidation Distributions; Redemption Rights In connection with the Shares purchased pursuant to this Agreement, the Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions by the Company from the trust account which will be established for the benefit of the Company’s public stockholders and into which substantially all of the proceeds of the IPO will be deposited (the “Trust Account”), in the event of a liquidation of the Company upon the Company’s failure to timely complete an initial business combination. For purposes of clarity, in the event the Subscriber purchases Shares in the IPO or in the aftermarket, any additional Shares so purchased shall be eligible to receive any liquidating distributions by the Company. However, in no event will the Subscriber have the right to redeem any Shares into funds held in the Trust Account upon the successful completion of an initial business combination.

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