Rights and Obligations as a Member Sample Clauses

Rights and Obligations as a Member. Subject to Repurchase the Participant shall have all rights of a Common Holder with respect to the Restricted Units as provided in the LLC Agreement. By executing this Agreement, Participant, without further action on his or her part, agrees to be deemed a party to, a signatory of and bound by the LLC Agreement, and the Restricted Units shall be subject to such rights and restrictions as contained therein. Participant shall enjoy rights as a Common Holder and shall be subject to all of the limitations, restrictions and obligations contained in the LLC Agreement as a Common Holder, until such time as Holder disposes of the Units or the Company and/or its assignee(s) exercises the Right of First Refusal or Rights of Repurchase provided in this Agreement or otherwise in the LLC Agreement. Upon such exercise, Participant shall have no further rights as a holder of the Units so purchased except the right to receive payment for the Units so purchased in accordance with the provisions of this Agreement and the LLC Agreement. This Agreement shall not affect in any way the ownership, voting rights or other rights or duties of Participant, except as specifically provided herein.
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Rights and Obligations as a Member. Upon exercise of the Option in compliance and in accordance with the provisions of Section 8(b) and (c) of the Plan, the Participant shall become a Common Holder and, at the discretion of the Committee, have all rights of a Common Holder with respect to said Units as provided in the LLC Agreement. Participant, without further action on his or her part, by purchase of the Units agrees to be deemed a party to, a signatory of and bound by the LLC Agreement, and the Units shall be subject to such rights and restrictions as contained therein. Participant shall enjoy rights as a Common Holder and shall be subject to all of the limitations, restrictions and obligations contained in the LLC Agreement as a Common Holder, until such time as Participant disposes of the Units or the Company and/or its assignee(s) exercises the Right of First Refusal, Call Right or the Repurchase provided in this Agreement or otherwise in the LLC Agreement. Upon such exercise, Participant shall have no further rights as a holder of the Units so purchased except the right to receive payment for the Units so purchased in accordance with the provisions of this Agreement and the LLC Agreement.
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Rights and Obligations as a Member. Upon exercise of the Option in compliance and in accordance with the provisions of Section 8(b) and (c) of the Plan, the Participant shall become a Common Holder and, at the discretion of the Committee, have all rights of a Common Holder with respect to said Units as provided in the LLC Agreement. Participant, without further action on his or her part, by purchase of the Units agrees to be deemed a party to, a signatory of and bound by the LLC Agreement, and the Units shall be subject to such rights and restrictions as contained therein. Participant shall enjoy rights as a Common Holder and shall be subject to all of the limitations, restrictions and obligations contained in the LLC Agreement as a Common Holder, until such time as Participant disposes of the Units or the Company and/or its assignee(s) exercises the Right of First Refusal, Call Right or the Repurchase provided in this Agreement or otherwise in the LLC Agreement. Upon such exercise, Participant shall have no further rights as a holder of the Units so purchased except the right to receive payment for the Units so purchased in accordance with the provisions of this Agreement and the LLC Agreement. The Company intends to convert from a limited liability company to a C-Corporation effective on or about March 31, 2004. Upon such conversion all references in this Agreement to Restricted Units shall refer to common stock into which the units will convert. Additionally, upon such conversion all references to LLC Agreement shall refer to any Stockholders Agreement which may be entered into in connection with such conversion.
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Rights and Obligations as a Member. 7.1. A Participant shall have no rights as a Member or Assignee of the Company with respect to any Shares covered by an Award until the Participant exercises the Award, pays the exercise price therefor and becomes the recorded holder of the relevant Shares. In the case of 102 Awards or 3(i) Awards (if such Awards are being held by a Trustee), the Trustee shall have no rights as a Member or Assignee of the Company with respect to the Shares covered by such Award until the Trustee becomes the recorded holder for such Shares for the Participant’s benefit, and the Participant shall not be deemed to be a Member or Assignee and shall have no rights as a Member or Assignee of the Company with respect to the Shares covered by the Award until the date of the release of such Shares from the Trustee to the Participant and the transfer of record ownership of such Shares to the Participant (provided however that the Participant shall be entitled to receive from the Trustee any distribution made on account of the Shares held by the Trustee for such Participant’s benefit, subject to any tax withholding and compulsory payment). No adjustment shall be made for distributions (ordinary or extraordinary, whether in cash, securities, other property or distribution of other rights) for which the recording date is prior to the date on which the Participant or Trustee (as applicable) becomes the record holder of the Shares covered by an Award, except as provided in the Plan. 7.2. With respect to Shares issued upon the exercise or vesting of Awards hereunder, any and all voting rights attached to such units shall be subject to the provisions of the Plan, and the Participant shall be entitled to receive distributions with respect to such Shares, subject to the provisions of any operation agreement, as may be in effect and amended from time to time, subject to any Applicable Law. 7.3. The Company may, but shall not be obligated to, register or qualify the sale of Shares under any applicable securities law or any other Applicable Law including any laws or regulation regarding data protection. 7.4. Shares issued pursuant to an Award shall be subject to an operating agreement, any limitation, restriction or obligation applicable to Members or Assignees included in any applicable agreement among the Members or with the Company applicable to all or substantially all of the holders of Shares (regardless of whether or not the Participant is a formal party to such agreement), any other gove...
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Related to Rights and Obligations as a Member

  • Rights and Obligations Except as expressly set forth in this Agreement, no Member, in its capacity as a Member, will have any right, power or authority to transact any business in the name of the Series, participate in the management of the Series or to act for or on behalf of or to bind the Series. A Member will have no rights other than those specifically provided herein or granted by law. Except as required by the Act, no Member, solely by reason of being a member, shall be liable for the debts, liabilities, obligations or expenses of the Series.

  • Rights and Obligations Upon Termination (a) In the event of Employer’s termination of the Term (and Executive’s employment) pursuant to Section 5.3 (which, for the avoidance of doubt, is a termination Without Cause), Employer shall pay Executive: (i) his Base Salary through the date of termination, paid within 5 days following the termination date (or earlier if required by law); (ii) any annual bonus earned for any fiscal year completed before the date of termination that remains unpaid as of the date of termination, paid within 5 days following the termination date (or earlier if required by law); and (iii) an amount (the “Severance Amount”) equal to two (2) times the sum of (A) his Base Salary and (B) the median of the last three (3) annual bonuses paid to Executive (whether earned pursuant to this Agreement or otherwise and whether paid in cash, restricted stock units, stock options or otherwise) (the “Median Bonus”), fifty percent (50%) of which will be paid on the first business day following the 12-month anniversary of the date of termination and fifty percent (50%) of which will be paid in twelve installments equal to 1/24th of the Severance Amount, the first payment of which will be made on the 29th day following termination and the remaining eleven payments of which will be made on the first business day of each calendar month thereafter. For the purpose of determining the Median Bonus, the value of (1) the portion of any annual bonus paid in the form of restricted stock or restricted stock units (“RSUs”) shall be determined by multiplying the number of restricted shares or RSUs granted by the closing price of the restricted shares or stock underlying the RSUs on the grant date and (2) the portion of any annual bonus paid in the form of stock options or other equity (excluding restricted stock or RSUs) shall be determined using the methodology utilized by Employer for determining the cost of such stock option or other equity for financial reporting purposes, but without giving effect to the amortization of such stock option or other equity. For the avoidance of doubt, the Median Bonus

  • Transfer of rights and obligations The Contract between You and us is binding on You and us and on our respective successors and assigns. You may not transfer, assign, charge or otherwise dispose of a Contract, or any of your rights or obligations arising under it, without our prior written consent. We may transfer, assign, charge, sub-contract or otherwise dispose of a Contract, or any of our rights or obligations arising under it, at any time during the term of the Contract. For the avoidance of doubt, any such transfer, assignment, charge or other disposition will not affect your statutory rights as a consumer or cancel, reduce or otherwise limit any warranty or guarantee which may have been provided by us to You, whether express or implied.

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