Common use of Rights of an Assignee Clause in Contracts

Rights of an Assignee. (a) Unless and until an Assignee becomes a Substituted Member of the Company as provided in this Agreement, the Assignee shall be entitled only to (i) allocation of income, gain, loss, deduction, credit, or similar items, and to receive distributions to which the assignor is entitled to the extent these items were assigned, and (ii) reasonable information or account of transactions of the Company and to make reasonable inspection of the books and records of the Company. The Membership Interest of the Assignee shall not be considered in the voting requirements of the Company, and the Assignee shall have no right to participate in the operations or management of the Company. (b) In the event that the Members make additional contributions to the Company which the Membership Interest is held by an Assignee, the Assignor Member and its Assignee shall be jointly and severally liable for the corresponding contribution in connection with the Membership Interest held by Assignee. If the Assignor Member or Assignee does not make such contribution in accordance with the provisions of this Agreement, then the Assignor Member and Assignee shall be treated as being in Default. In the event that one or more new Members are admitted into the Company, or one or more existing Members increase their Membership Interest, the Membership Interest of the Assignee may be correspondingly reduced and no consent or other action on the part of such Assignee shall be required.

Appears in 9 contracts

Samples: Operating Agreement (GolfSuites 1, Inc.), Operating Agreement (GolfSuites 1, Inc.), Operating Agreement (GolfSuites 1, Inc.)

AutoNDA by SimpleDocs

Rights of an Assignee. (a) Unless and until an Assignee becomes a Substituted Member of the Company as provided in this Agreement, the Assignee shall be entitled only to (i) allocation of income, gain, loss, deduction, credit, or similar items, and to receive distributions to which the assignor is entitled to the extent these items were assigned, and (ii) reasonable information or account of transactions of the Company and to make reasonable inspection of the books and records of the Company. The Membership Interest of the Assignee shall not be considered in the voting requirements of the Company, and the Assignee shall have no right to participate in the operations or management of the Company. (b) In the event that the Members make additional contributions to the Company which the Membership Interest is held by an Assignee, the Assignor Member and its Assignee shall be jointly and severally liable for the corresponding contribution in connection with the Membership Interest held by Assignee. If the Ifthe Assignor Member or Assignee does not make such contribution in accordance with the provisions of this Agreement, then the Assignor Member and Assignee shall be treated as being in Default. In the event that one or more new Members are admitted into the Company, or one or more existing Members increase their Membership Interest, the Membership Interest of the Assignee may be correspondingly reduced and no consent or other action on the part of such Assignee shall be required.,

Appears in 1 contract

Samples: Company Agreement

Rights of an Assignee. (a) Unless and until an Assignee becomes a Substituted Member of the Company as provided in this Agreement, the Assignee shall be entitled only to (i) allocation of income, gain, loss, deduction, credit, or similar items, and to receive distributions to which the assignor is entitled to the extent these items were assigned, and (ii) reasonable information or account of transactions of the Company and to make reasonable inspection of the books and records of the Company. The Membership Interest of the Assignee shall not be considered in the voting requirements of the Company, and the Assignee shall have no right to participate in the operations or management of the Company. (b) In the event that the Members make additional contributions to the Company which the Membership Interest is held by an Assignee, the Assignor Member and its Assignee shall be jointly and severally liable for the corresponding contribution in connection with the Membership Interest held by Assignee. If the Assignor Member or Assignee does not make such contribution in accordance with the provisions of this Agreement, then the Assignor Member and Assignee shall be treated as being in Default. In the event that one or more new Members are admitted into the Company, or one or more existing Members increase their Membership Interest, the Membership Interest of the Assignee may be correspondingly reduced and no consent or other action on the part of such Assignee shall be required.

Appears in 1 contract

Samples: Company Agreement (River Medical Inc)

AutoNDA by SimpleDocs

Rights of an Assignee. (a) Unless and until an Assignee becomes a Substituted Member of the Company as provided in this Agreementthe manner herein prescribed, the such Assignee shall be entitled only to (i) allocation of income, gain, loss, deduction, credit, or similar items, and to receive distributions of the Company to which the assignor is entitled assigning Member would otherwise be entitled, and, as provided in the TBOC, to the extent these items were assigned, and (ii) require reasonable information or account of transactions of the Company and access to make reasonable inspection of the those books and records of the CompanyCompany as set out in Section 3.151 and 101.501 of TBOC. The Membership Interest of the Assignee shall not be considered in the voting requirements of the Company, and the Assignee shall have no right to participate in the operations or management of the Company. (b) In the event that the Members make additional contributions to the Company which the at any time while there is a Membership Interest is held by an Assignee, the Assignor Member who assigned its Membership Interest in the Company and its such Assignee shall be jointly and severally liable for responsible and required to make a contribution to the corresponding contribution in connection with the Company proportionate to such transferor Member’s Membership Interest held by AssigneeInterest. If the Assignor transferor Member or such Assignee does not make such contribution in accordance with the provisions of this Agreement, then the Assignor transferor Member and Assignee shall be treated as being having Defaulted, as defined in DefaultArticle 18 hereof, and breached this Agreement. In the event that one or more new Members are admitted into the Company, or one or more existing Members increase their Membership Interestinterest in the Company while there is an outstanding interest in the Company held by an Assignee, and the Membership Interest of the then existing Members in the Company are reduced, the Membership Interest assigned to the Assignee may shall be correspondingly reduced and no reduced. No consent or other action on the part of such Assignee shall be required. The Units in the Company which relate to the Membership Interest so assigned shall not be considered in any Company voting requirements. Moreover, any Assignee of such interest who has not been admitted as a Member of the Company shall have no rights relative to the operations or management of the Company and in no event shall be construed as a Member for any reason.

Appears in 1 contract

Samples: Company Agreement (LGI Homes, Inc.)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!