We use cookies on our site to analyze traffic, enhance your experience, and provide you with tailored content.

For more information visit our privacy policy.

Restrictions on Members Sample Clauses

Restrictions on MembersExcept as expressly provided otherwise in this Agreement, Members who are not also the Manager shall not be entitled to participate in the management or control of the Company, nor shall any such Member hold himself out as having such authority. Unless authorized to do so by the Manager, no attorney-in-fact, employee or other agent of the Company shall have any power or authority to bind the Company in any way, to pledge its credit or to render it liable pecuniarily for any purpose. No Member shall have any power or authority to bind the Company unless the Member has been authorized by the Manager in writing to act as an agent of the Company in accordance with the previous sentence.
AutoNDA by SimpleDocs
Restrictions on Members. Except as expressly permitted in this Agreement, or as consented to by the Manager, no Member shall directly or indirectly (including through the sale of the Member by its parent entity or equityholders), sell, transfer, assign, give, bequeath, devise, donate, exchange, pledge, hypothecate, enter into a derivative contract or similar arrangement with respect to, encumber, distribute or otherwise dispose of, either voluntarily or by operation of law (a “Transfer”), all or any part of the Common Units or any rights or interests therein, whether now owned or hereafter acquired; provided, however, that: (a) A Member may Transfer all or any portion of his or her Units, together with an equal number of shares of Class B Common Stock, in exchange for an equal number of shares of Class A Common Stock to GreenSky pursuant to the terms of one or more Exchange Agreements, (b) an individual Member may Transfer all or any portion of his or her Units without consideration to its (i) Family Group if such Member is treated as the owner of such Units within the meaning of Section 676 of the Code provided that such Transfer complies with the requirements of Section 8.2 or (ii) in the case of an employee exercising options, a limited liability company owned by the employee or the employee and the employee’s spouse, (c) all or any portion of an individual Member’s Units (which, in the case of Incentive Units, shall only include vested Units) may, on the death of such Member, be Transferred without consideration to its Family Group, provided that such Transfer complies with the requirements of Section 8.2, (d) Financial Technology Investors, LLC and Founders Technology Investors, LLC may Transfer all or any portion of their Units without consideration to Xxxxx Xxxxx or any member of the Family Group of such Person if such Person is treated as the owner of such Units within the meaning of Section 676 of the Code, provided that such Transfer complies with the requirements of Section 8.2, (e) GS Investment Holdings, LLC may Transfer all or any portion of its Units without consideration to Xxxxxx Xxxxx (in his capacity as an owner or as an individual Member) or any member of the Family Group of such Person if such Person is treated as the owner of such Units within the meaning of Section 676 of the Code, provided that such Transfer complies with the requirements of Section 8.2, (f) An Institutional Member may Transfer all or any portion of its Units to a partner, shareholder, memb...
Restrictions on MembersExcept as otherwise provided in this Agreement, no Member shall have the right or power to: (a) Withdraw or reduce its Capital Contributions to the Company or any part of its Capital Account, other than upon the dissolution and liquidation of the Company as provided by this Agreement; (b) Cause the dissolution of the Company; or (c) Bring an action for partition against the Company.
Restrictions on MembersNo Member may, without the prior written consent of the other Member: (a) confess any judgment against the Company; (b) enter into any agreement on behalf of or otherwise purport to bind the other Member or the Company; (c) do any act in contravention of this Agreement; (d) except as contemplated by Section 11 (Dissolution), dispose of the goodwill or the business of the Company; or (e) assign the property of the Company in trust for creditors or on the assignee’s promise to pay any Indebtedness of the Company.
Restrictions on MembersNo Member, otherwise than in such Member’s capacity as a Manager, without the written consent of the Members holding ONE HUNDRED PERCENT (100%) of the outstanding Membership Voting Interests, shall do any of the following: (a) Borrow or lend money on behalf of the Company; (b) Purport to or sell, mortgage, lease or otherwise dispose of or encumber property of the Company; (c) Purchase any real estate or equipment on behalf of the Company; or (d) Exercise or represent to any third party that such Member as such has the right to exercise any of the powers of the Managers described in this Operating Agreement. Notwithstanding any other term or provision of this Operating Agreement, the terms and provisions of this Section 7.3 cannot be amended or repealed unless such amendment or repeal first has been approved by the affirmative vote or written consent of the Members holding ONE HUNDRED PERCENT (100%) of the outstanding Membership Voting Interests.
Restrictions on MembersThe Members shall not have any right or ----------------------- power to take part in the management or control of the Company or its business and affairs, or to act for or bind the Company in any way. Notwithstanding the foregoing, the Members shall have all the rights and powers specifically set forth in this Operating Agreement and, to the extent not inconsistent with this Operating Agreement, in the Act.
Restrictions on MembersExcept as otherwise provided in this Agreement or required under the Act, no Member other than the Manager shall have either the obligation or the right to take part, directly or indirectly, in the active management or control of the business of the Company, and no such Member shall have the right or authority to act for or bind the Company.
AutoNDA by SimpleDocs
Restrictions on Members. It shall ensure that each Corporate Member is not at any time a member of any syndicate at Lloyd’s other than the Syndicates.
Restrictions on Members. Without the consent of all Members, no Member, except a Member who is also a Manager and who is acting in the capacity of a Manager, may do any of the following: · Borrow from or lend money on behalf of the Company; · Sell, mortgage, lease, or otherwise dispose of or encumber Company property; · Xxxx, assign, pledge, or mortgage a Member’s Interest in the Company; · Purchase real or personal property on behalf of the Company; or · Exercise or represent to any third party that the Member has the right to exercise any of the powers of a Manager described in this Agreement or otherwise.
Restrictions on Members. (a) No Member shall have any power or authority to act on behalf of or to bind the Company or any other Member, or to pledge the Company’s credit or to render the Company liable pecuniarily for any purpose. A Member shall not take any action which would adversely affect the limited liability of a Member, or affect the status of the Company for federal income tax purposes. (b) No Member, except a Member that is also a Manager, may represent to any third party that such Member has the right to exercise any of the powers of the Managers described in this Agreement.
Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!