Replacement Class B Member Sample Clauses

Replacement Class B Member. No Class B Member of the Company may resign from the Company or transfer his or her rights or obligations as a Class B Member unless a successor Class B Member has been admitted to the Company as a Class B Member by executing a counterpart to this Agreement. However, upon the occurrence of any event that causes all Class A Members and the Class B Member to cease to be Members of the Company, the Independent Manager shall, without any action of any Person and simultaneously with the last then existing Class A Member or Class B Member ceasing to be a Member of the Company, automatically be admitted to the Company as a Class B Member and the Company shall continue without dissolution. Prior to the occurrence of any such event, no Person acting as an Independent Manager shall be a member of the Company nor shall such Person have any rights or obligations under this Agreement, except (a) his or her duties and obligations as an Independent Manager pursuant to this Agreement and (b) his or her obligation to become a Class B Member and be admitted to the Company upon the occurrence of the conditions specified in the preceding sentence. As soon as practicable following his or her appointment as a Class B Member in accordance with the foregoing, such Class B Member, who at such time shall also be serving as Independent Manager (in such capacity, the “Outgoing Independent Manager”) shall appoint a Person satisfying the requirements therefore, as set forth herein, to succeed him or her as the Independent Manager (such Person, in such capacity, the “Successor Independent Manager”). Immediately upon such appointment and acceptance thereof by the Successor Independent Manager, the Outgoing Independent Manager shall cease to be an Independent Manager (but shall remain as a Class B Member). Each Person acting as an Independent Manager pursuant to Section 10, by executing this Agreement in his or her capacity as Independent Manager, shall agree, without further action on his or her part, to accept appointment as a Class B Member upon the circumstances set forth herein.
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Related to Replacement Class B Member

  • 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.

  • Substitute Members No transferee of all or part of a Member's Membership Interest shall become a substitute Member in place of the transferor unless and until:

  • Substitute Member An Assignee who has been admitted to all of the rights of membership pursuant to this Operating Agreement.

  • Additional Members One or more additional members may be admitted to the Company with the consent of the Member. Prior to the admission of any such additional members to the Company, the Member shall amend this Agreement to make such changes as the Member shall determine to reflect the fact that the Company shall have such additional members. Each additional member shall execute and deliver a supplement or counterpart to this Agreement, as necessary.

  • Substituted Members Subject to the provisions of Article X hereof, in connection with the Permitted Transfer of a Unit hereunder, the Permitted Transferee shall become a Substituted Member on the effective date of such Transfer, which effective date shall not be earlier than the date of compliance with the conditions to such Transfer, and such admission shall be shown on the books and records of the Company, including the Schedule of Members.

  • Initial Capital Contribution and Ownership The Trust Beneficial Owner has paid or has caused to be paid to, or to an account at the direction of, the Trustee, on the date hereof, the sum of $15 (or, in the case of Notes issued with original issue discount, such amount multiplied by the issue price of the Notes). The Trustee hereby acknowledges receipt in trust from the Trust Beneficial Owner, as of the date hereof, of the foregoing contribution, which shall be used along with the proceeds from the sale of the series of Notes to purchase the Funding Agreement. Upon the creation of the Trust and the registration of the Trust Beneficial Interest in the Securities Register (as defined in the Trust Agreement) by the Registrar in the name of the Trust Beneficial Owner, the Trust Beneficial Owner shall be the sole beneficial owner of the Trust.

  • Initial Members The initial Members of the Company are the Persons executing this Agreement as of the date of this Agreement as Members, each of which is admitted to the Company as a Member effective contemporaneously with the execution by such Person of this Agreement.

  • Percentage Interest Ownership of the Company shall be divided into, represented by, and each Member’s Percentage Interest shall be expressed in Units of the Company. The name, address, Units and Percentage Interest of each Member are set forth on Exhibit “A” attached hereto, which may be amended from time to time as necessary to reflect changes in the Percentage Interests and Units held by the Members.

  • Substituted Member (a) An assignee of any Units or other interests in the Company of a Member, or any portion thereof, shall become a substituted Member entitled to all the rights of a Member if and only if the assignor gives the assignee such right.

  • Substituted Limited Partner In the event a Limited Partner transfers all or any part of such Limited Partner’s Limited Partnership Interest in compliance with the provisions of this Article VIII, the transferee of the Limited Partner shall take such Limited Partnership Interest subject to all of the terms and conditions of this Agreement, shall not be considered to have title to such Limited Partnership Interest and shall not have the right to be admitted to the Partnership as a substituted Limited Partner of the Partnership unless the transferring Limited Partner has given the transferee such right and unless:

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