RIGHT TO PURCHASE RESIGNED OR BANKRUPT MEMBER'S INTERESTS Sample Clauses

RIGHT TO PURCHASE RESIGNED OR BANKRUPT MEMBER'S INTERESTS. (a) For a period of thirty (30) days following the receipt of a Notice of an election, in accordance with Section 7.2(b), to continue the Company made after the Resignation or Bankruptcy of a Member, the remaining Members shall have the right, but not the obligation, to elect, by delivering a Notice of such election to the Terminated Member, the Company and the other remaining Members, to purchase such Terminated Member's Interests in the Company at a purchase price, payable in cash, equal to (I) the product of (i) (A) the NOI as of the date of such Resignation or Bankruptcy divided by 11%, less (B) the aggregate of all accrued and Unpaid Preferred Returns for all Members to the date of such purchase, less (C) the aggregate of all of the Members' Unreturned Capital Contributions, as of the date of such purchase, less (D) the principal amount of all loans made by Glimcher pursuant to Section 4.2 hereof, less (E) the net -30- 200 liabilities of the Company as of the last day of the month immediately preceding the date of such Resignation or Bankruptcy, and (ii) the Percentage Interest of such Terminated Member, plus (II) (w) the accrued and Unpaid Preferred Returns for such Terminated Member to the date of such purchase, plus (x) the Unreturned Capital Contributions of such Terminated Member as of the date of such purchase, plus (y) if such Terminated Member is Glimcher, the principal amount of all loans made by Glimcher pursuant to Section 4.2 hereof plus (z) the amount of any Available Cash and Capital Proceeds which would otherwise be distributable to such Terminated Member pursuant to Section 6.1(i) or 6.2(i), as the case may be, and on the terms and conditions set forth in this Section 7.3. Unless otherwise agreed, each of the remaining Members shall have the right to purchase a portion of the Terminated Member's Interests in the same proportion as such Member's Interests bear to the total of all other remaining Members' Interests, excluding the Terminated Member's Interests and to the extent any of the Terminated Member's Interests is not purchased by a remaining Member, the remaining Members electing to purchase such Interests may also purchase that portion not purchased by such Member, pro rata based on the purchasing Members' respective Percentage Interests. If all of the Terminated Member's Interests in the Company are not purchased by the remaining Members, then the Company, or any designee of the Company approved by all of the remaining Members, ...
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Related to RIGHT TO PURCHASE RESIGNED OR BANKRUPT MEMBER'S INTERESTS

  • Membership Interest The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.

  • Assignment of Membership Interests The Assignment of Membership Interests shall have been fully executed and delivered to Purchaser.

  • Shares; Membership Interests (a) The total of the membership interests in the Company shall be divided into (i) Class A Ordinary Shares having the rights and preferences as set forth herein (the “Class A Ordinary Shares”), (ii) Class A Preferred Shares having the rights and preferences as set forth herein (the “Class A Preferred Shares” and, together with the Class A Ordinary Shares, the “Class A Shares”), (iii) Class B Ordinary Shares having the rights and preferences as set forth herein (the “Class B Ordinary Shares”), and (iv) Class C Ordinary Share having the rights and preferences as set forth herein (the “Class C Ordinary Share” and, together with the Class A Ordinary Shares, the Class A Preferred Shares and the Class B Ordinary Shares, the “Shares” and each a “Share”). Class A Ordinary Shares, Class A Preferred Shares and Class B Ordinary Shares shall have the same rights, powers and duties, except as otherwise set forth in this Agreement. The number of Class A Ordinary Shares shall be limited to the maximum number of Class A Ordinary shares offered in the Offering, plus (i) the number of Class A Ordinary Shares which may be issued upon conversion of the Class A Preferred Shares, plus (ii) the number of Class A Ordinary Shares which may be issued upon conversion of the Class B Ordinary Shares. The number of Class A Preferred Shares shall be limited to the number of Class A Preferred Shares which may be issued pursuant to the Management Services Agreement. The number of Class B Ordinary Shares shall be limited to up to 1,000. The number of Class C Ordinary Shares shall be limited to one. Class A Preferred Shares issued pursuant to the Management Services Agreement (“ASA Shares”) may be subject to vesting provisions as set forth in the Management Services Agreement. The Shares of the Members shall be as set forth on Exhibit A attached hereto, which may be updated as set forth herein. For the avoidance of doubt, in the event that all of the Class A Ordinary Shares are not sold pursuant to the Offering, the Board shall, upon the final closing of the Offering, issue a number of Class A Ordinary Shares to the Initial Member equal to the aggregate number of Class A Ordinary Shares that remain unsold in the Offering, as repayment in full of any and all obligations owing to the Initial Member in respect of advances made to acquire the Artwork and true-up fees payable to the Initial Member. The name and mailing address of each Member or such Member’s representative shall be listed on the books and records of the Company maintained for such purpose by the Company or the Transfer Agent.

  • Right to Acquire Limited Partner Interests (a) Notwithstanding any other provision of this Agreement, if at any time the General Partner and its Affiliates hold more than 80% of the total Limited Partner Interests of any class then Outstanding, the General Partner shall then have the right, which right it may assign and transfer in whole or in part to the Partnership or any Affiliate of the General Partner, exercisable in its sole discretion, to purchase all, but not less than all, of such Limited Partner Interests of such class then Outstanding held by Persons other than the General Partner and its Affiliates, at the greater of (x) the Current Market Price as of the date three days prior to the date that the notice described in Section 15.1(b) is mailed and (y) the highest price paid by the General Partner or any of its Affiliates for any such Limited Partner Interest of such class purchased during the 90-day period preceding the date that the notice described in Section 15.1(b) is mailed.

  • 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.

  • Assignment of Membership Interest Contributor shall have executed and delivered to Acquirer an Assignment and Assumption Agreement, in substantially the form of Exhibit A attached hereto (the "Assignment and Assumption Agreement");

  • Admission of a Substitute or Additional General Partner A Person shall be admitted as a substitute or additional General Partner of the Partnership only if the following terms and conditions are satisfied:

  • Assignment of Member’s Interest The Member may freely sell, assign, transfer, pledge, hypothecate, encumber or otherwise dispose of the Member’s Units. If the member transfers all of its Units, the transferee of such Units shall automatically become a substitute Member in the place of the Member. The Board shall amend Exhibit A from time to time to reflect transfers made in accordance with this Section 14.2.

  • Transfer of Membership Interests (a) The Member may transfer its Membership Interest, in whole but not in part, but the transferee shall not be admitted as a Member except in accordance with Section 6.07. Until the transferee is admitted as a Member, the Member shall continue to be the sole member of the Company (subject to Section 1.02) and to be entitled to exercise any rights or powers of a Member of the Company with respect to the Membership Interest transferred.

  • Rights of Assignees of Partnership Interests (a) Subject to the provisions of Sections 9.1 and 9.2 hereof, except as required by operation of law, the Partnership shall not be obligated for any purposes whatsoever to recognize the assignment by any Limited Partner of its Partnership Interest until the Partnership has received notice thereof.

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