Rights of the Members Sample Clauses

Rights of the Members. Each Member shall look solely to the Company's assets for all distributions with respect to the Company, his Capital Contribution (including the return thereof), and share of profits, and shall have no recourse therefor (upon dissolution or otherwise) against any other Member.

Rights of the Members. (a) The Company is not authorized to take any extraordinary action or to enter into an agreement for an extraordinary transaction without a Majority Vote of the Members. As used in this Agreement, “extraordinary action or transaction” includes, without limitation: (i) any amendment to this Agreement (other than as expressly contemplated by Section 1.4); (ii) any merger or consolidation in which the Company is a constituent entity; (iii) the filing of a Bankruptcy petition by or on behalf of the Company; (iv) the creation or issuance of new Interests, the redemption or repurchase of any Interest or the admission of a new Member (whether by purchase of new Interests or the Transfer of an outstanding Interest); (v) a sale of all or substantially all the assets of the Company; (vi) a sale or other disposition of assets or the purchase or other acquisition of assets that would substantially change the business of the Company; (vii) granting indemnification of advancement of expenses to any Manager or Officer of the Company in connection with litigation other than suits in the ordinary course of business of the Company in which the Company is also named as a defendant; (viii) the adoption, approval or termination of any individual or group employee retirement plan or any other welfare benefit plan or policy or any modifications thereto; and (ix) the authorization of the creation of any subsidiaries or any other investment in, or the acquisition of stocks or bonds of, other Persons or any equity interest in any other Person. (b) Each Member is also entitled to have such additional rights as are elsewhere provided in this Agreement or by mandatory requirements of applicable law.

Rights of the Members. Upon Default of a Member If a Member shall not contribute such amount, the other Members shall have the right to contribute, in proportion to their then percentage share of Capital, the amount which the noncontributing Member was to contribute and such Capital Accounts and percentage of Capital shall be adjusted accordingly. If not all contributing Members elect to contribute their proportionate share of the amount which the noncontributing Member was to contribute, any electing Member shall have a further right, but no obligation, to contribute an amount equal to the remaining amount not contributed by the noncontributing or non-electing members.

Rights of the Members. Except as otherwise expressly provided in this Agreement, the Members shall have no right to take part in, vote on, or interfere in any manner with the management, conduct or control of the Company or its business, and shall have no right or authority whatsoever to act for or on behalf of the Company.

Rights of the Members. In addition to the other rights specifically set forth herein, each Member shall have the right to: (a) have the books and records of the Company and each subsidiary entity (including without limitation those required in the Act) kept at the principal United States office of the Company and at all reasonable times to inspect and copy any of them, (b) have on demand true and full information of all things affecting the Company and any subsidiary Entity and a formal account of the affairs of the Company and any subsidiary Entity, (c) have winding up of the Company by decree of court as provided for in the Act, (d) exercise all rights of a member under the Act (except to the extent otherwise specifically provided for herein) and (e) take, consent to, waive and/or approve all actions and requirements, vote and make all elections permitted or required under or pursuant to this Agreement.

Rights of the Members. Each Member is entitled, upon at least twenty-four (24) hours’ notice, to inspect and copy the documents set forth in Section 3.10(a) and all other books and records of the Company that contain information or documents to which the Member is entitled under Section 489.410 of the Act; provided, however, that the Company is entitled to maintain the confidentiality of trade secrets and all other information described in Section 489.410 of the Act to the maximum extent permitted by the Act.

Rights of the Members. Except as otherwise provided in this Agreement, each Member shall look solely to the assets of the Company for the return of its Capital Contributions and shall have no right or power to demand or receive property other than cash from the Company.

Rights of the Members. Each Member shall be entitled to (i) have the Company books kept at the principal place of business of the Company, and at all times, during reasonable business hours, inspect and copy any of them; (ii) have a list of all the Members kept at the principal place of business of the Company, and at all times, during reasonable business hours, inspect and copy such list; (iii) have on demand true and full information of all matters affecting the Company and a formal account of Company affairs whenever circumstances render it just and reasonable; (iv) have dissolution and winding up of the Company as provided by this Agreement; and (v) have such additional rights as are elsewhere provided in this Agreement. Notwithstanding anything to the contrary elsewhere in this Agreement, the Manager shall not have the right to undertake any of the following actions without the prior written approval of Members owning at least seventy-one percent (71%) of the aggregate Percentage Interests: (a) admit a person or persons as Members; (b) withdraw as general partner of Everflow; (c) take any action which could result in the dissolution of Eveflow; (d) propose any amendment to the partnership agreement of Everflow; (e) vote its interest as a general partner of Everflow on any matter put to a vote of the limited partners of Everflow; and (f) effect a dissolution of the Company.

Rights of the Members. (a) Except as provided in Section 6.5, the Members shall not have any right or power to participate in the management or control of the Company or its Business and affairs or to act for or bind the Company in any way, in their capacity as members of the Company, such rights being vested exclusively in the Manager. (b) Notwithstanding anything to the contrary contained herein, the Manager shall not incur additional indebtedness unless permitted by the Company’s lender.

Rights of the Members. This MOU does not contemplate the Members taking any action that would: 6.4.1. Adversely affect the rights of any of the Members; or 6.4.2. Adversely affect the customers or constituencies of any of the Members.