Rights of Withdrawn Member Sample Clauses

Rights of Withdrawn Member. Upon the occurrence of a Withdrawal Event with respect to a Member, the Withdrawn Member (or the Withdrawn Member's personal representative or other successor if applicable) shall cease to have any rights of a Member, except the right to receive distributions and allocations of Pro?ts and Losses occurring at the times and equal in amounts to those that the Withdrawn Member would otherwise have received or been allocated if a Withdrawal Event had not occurred. For purposes of clarification and illustration only, such Person shall cease to have a right to vote, a right to inspect the books and records of the Company and all other rights afforded Members (as opposed to Unit Holders) under this Agreement. If there are no remaining Members or Unit Holders, distributions and allocations to any Withdrawn Member shall be governed by Article 12.2. A Withdrawn Member who continues to own Units is referred to as a Unit Holder. 10.4 Option to Purchase the Interest of a Member upon a Withdrawal Event. (a) Within 30 days from the occurrence of a Withdrawal Event with respect to any Member, the Withdrawn Member (or the Withdrawn Member's personal representative or other successor if applicable) shall provide the Company with written notice of the Withdrawal Event ("Withdrawal Notice"). (b) The Members and the Company may respond to such Withdrawal Notice as follows: i. The Members shall have the option to purchase all, but not less than all, of the Withdrawn Member's Units ("Withdrawal Purchase Option") pursuant to Articles 10.4(c)(i) and 10.4(d). ii. If the Members fail to exercise the Withdrawal Purchase Option, then the Company shall have the option to purchase all, but not less than all, of the Withdrawn Member's Units ("Company Withdrawal Purchase Option") pursuant to Articles 10.4(c)(ii) and 10.4(d) in the place of making distributions to the Withdrawn Member (or the Withdrawn Member's personal representative or other successor if applicable) as set forth in Article 10.3. iii. If more than one Member wishes to exercise the Withdrawal Purchase Option pursuant to Article 10.4(b)(i), then each such Member shall be entitled to purchase a portion of the Withdrawn Member's Units on a pro rata basis, based on the Member's relative Percentage Interests. (c) The Withdrawal Purchase Option or Company Withdrawal Purchase Option, as applicable, shall be exercisable as follows: i. The Withdrawal Purchase Option shall be exercisable at any time during the 35-day period following...
Sample 1
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Rights of Withdrawn Member. Upon the occurrence of a Withdrawal Event with respect to a Member or Unit Holder, the Withdrawn Member (or the Withdrawn Member’s personal representative or other successor if applicable) shall cease to have any rights of a Member (and shall have no right to vote or otherwise participate in the management of the Company, no right to inspect the books and records of the Company, and no other rights afforded to Members under this Agreement), except the right to receive distributions occurring at the times and equal in amounts to those distributions the Withdrawn Member would otherwise have received if a Withdrawal Event had not occurred. If there are no remaining Members, distributions to any Withdrawn Member shall be governed by Section 12.2. Any Unit Holder permitted to own Units pursuant to this Agreement, but who is not already a signatory to this Agreement must become a party to this Agreement and execute such documents and instruments as the Manager determines necessary or appropriate to confirm such Person as a Unit Holder and such Person’s agreement to be bound by this Agreement.
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Rights of Withdrawn Member. Except to the extent set forth in this Agreement with respect to a Restricted Member, upon the occurrence of a Withdrawal Event with respect to a Member, the Withdrawn Member (or the Withdrawn Member’s personal representative or other successor if applicable) shall cease to have any rights of a Member, except the right to receive distributions and allocations of Profits and Losses occurring at the times and equal in amounts to those distributions and allocations of Profits and Losses the Withdrawn Member would otherwise have received if a Withdrawal Event had not occurred. In addition, the Units held by the Withdrawn Member shall be subject to the Purchase Option. If there are no remaining Members, distributions to any Withdrawn Member shall be governed by Section 12.2.
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Rights of Withdrawn Member. Following the death, expulsion, or withdrawal of a Member, the Member (and his, her or its successor, personal representatives and assigns) shall cease to have any rights of a Member except only the right to receive distributions to the same extent as an assignee of the Member's Interest in the Company in accordance with the terms of this Agreement, until such time as the Company is wound up and terminated or a withdrawal distribution is paid pursuant to Section 8.5 hereof.
Sample 1
Rights of Withdrawn Member. Upon the occurrence of a Withdrawal Event with respect to a Member, the Withdrawn Member (or the Withdrawn Member's personal representative or other successor if applicable) shall cease to have any rights of a Member, except the right to receive distributions occurring at the times and equal in amounts to those distributions the Withdrawn Member would otherwise have received if a Withdrawal Event had not occurred. If there are no remaining Members, distributions to any Withdrawn Member shall be governed by Section 12.3.
Sample 1
Rights of Withdrawn Member. Upon the occurrence of a Withdrawal Event with respect to a Member, the Withdrawn Member (or the Withdrawn Member's personal representative or other successor if applicable) shall cease to have any rights of a Member, except the right to receive distributions and allocations of Pro?ts and Losses occurring at the times and equal in amounts to those that the Withdrawn Member would otherwise have received or been allocated if a Withdrawal Event had not occurred. For purposes of clarification and illustration only, such Person shall cease to have a right to vote, a right to inspect the books and records of the Company and all other rights afforded Members (as opposed to Unit Holders) under this Agreement. If there are no remaining Members or Unit Holders, distributions and allocations to any Withdrawn Member shall be governed by Article 12.2. A Withdrawn Member who continues to own Units is referred to as a Unit Holder.
Sample 1
Rights of Withdrawn Member. Following any Withdrawal Event of a Member, the Member (and its successors, personal representatives, and assigns) shall cease to have any rights of a Member except only the right to receive distributions and allocations of taxable income or loss to which the Member would have been entitled under this Agreement with respect to its Unit or Units and shall not have or enjoy any right to participate in the management of the Company or to receive any financial information or reports relating to the Company or any other rights of a Member under the Act or this Agreement, until such time as the Company is wound up and terminated or the Unit or Units of the Member suffering the Withdrawal Event is acquired.
Sample 1
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Related to Rights of Withdrawn Member

  • 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.

  • Initial Capital Contribution of Trust Estate As of the date of the Original Trust Agreement, the Seller sold, assigned, transferred, conveyed and set over to the Owner Trustee the sum of $1. The Owner Trustee hereby acknowledges receipt in trust from the Seller, as of such date, of the foregoing contribution, which shall constitute the initial Trust Estate and shall be deposited in the Collection Account.

  • CAPITAL CONTRIBUTIONS AND ISSUANCE OF PARTNERSHIP INTERESTS Section 5.1 Organizational Contributions 40 Section 5.2 Contributions by the General Partner 40 Section 5.3 Contributions by Initial Limited Partners 40 Section 5.4 Interest and Withdrawal 40 Section 5.5 Capital Accounts 41 Section 5.6 Issuances of Additional Partnership Interests and Derivative Instruments 44 Section 5.7 Conversion of Subordinated Units 45 Section 5.8 Limited Preemptive Right 45 Section 5.9 Splits and Combinations 45 Section 5.10 Fully Paid and Non-Assessable Nature of Limited Partner Interests 46 Section 5.11 Issuance of Common Units in Connection with Reset of Incentive Distribution Rights 46 ARTICLE VI

  • Special Member Upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than (i) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee, or (ii) the resignation of the Member and the admission of an additional member of the Company, (a “Member Cessation Event”)), Springing Member 1 shall, without any action of any Person and simultaneously with the Member Cessation Event, automatically be admitted to the Company as a Special Member and shall continue the Company without dissolution. If, however, at the time of a Member Cessation Event, Springing Member 1 has died or is otherwise no longer able to step into the role of Special Member, then in such event, Springing Member 2 shall, concurrently with the Member Cessation Event, and without any action of any Person and simultaneously with the Member Cessation Event, automatically be admitted to the Company as Special Member and shall continue the Company without dissolution. It is the intent of these provisions that the Company never have more than one Special Member at any particular point in time. No Special Member may resign from the Company or transfer its rights as Special Member unless a successor Special Member has been admitted to the Company as Special Member by executing a counterpart to this Agreement. The Special Member shall automatically cease to be a member of the Company upon the admission to the Company of a substitute member. The Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, a Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of the Special Member, each of Springing Member 1 and Springing Member 2 shall execute a counterpart to this Agreement. Prior to its admission to the Company as Special Member, neither Mxxxxxx X. Xxxxx nor Jxxxxx B. Xxxxx shall be a member of the Company. The Company shall at all times have a Springing Member 1 and Springing Member 2. No resignation or removal of either Springing Member 1 or Springing Member 2, and no appointment of a successor Springing Member, shall be effective unless and until such successor shall have executed a counterpart to this Agreement. In the event of a vacancy in the position of Springing Member 1 or Springing Member 2, the Member shall, as soon as practicable, appoint a successor Springing Member to fill such vacancy. By signing this Agreement, a springing member agrees that, should such Springing Member become a Special Member, such springing member will be subject to and bound by the provisions of this Agreement applicable to a Special Member.

  • Transfers of Limited Partnership Interests 9.1 Restrictions on Transfer of Limited Partnership Interests.

  • Additional Members One or more additional members may be admitted to the Company with the consent of the Member. Prior to the admission of any such additional members to the Company, the Member shall amend this Agreement to make such changes as the Member shall determine to reflect the fact that the Company shall have such additional members. Each additional member shall execute and deliver a supplement or counterpart to this Agreement, as necessary.

  • Admission of Additional Members One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

  • Redemption of Partnership Interests of Ineligible Holders (a) If at any time a Limited Partner fails to furnish an Eligibility Certificate or any other information requested within the period of time specified in Section 4.9, or if upon receipt of such Eligibility Certificate or other information the General Partner determines, with the advice of counsel, that a Limited Partner is an Ineligible Holder, the Partnership may, unless the Limited Partner establishes to the satisfaction of the General Partner that such Limited Partner is not an Ineligible Holder or has transferred his Limited Partner Interests to a Person who is not an Ineligible Holder and who furnishes an Eligibility Certificate to the General Partner prior to the date fixed for redemption as provided below, redeem the Limited Partner Interest of such Limited Partner as follows:

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