Special Members Sample Clauses
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Special Members. Upon the occurrence of any event that causes the Sole Member to cease to be a member of the Company (other than upon continuation of the Company without dissolution upon (i) upon an assignment by the Sole Member of all of its limited liability company interest in the Company and the admission of the transferee, or (ii) the resignation of the Sole Member and the admission of an additional member of the Company (collectively, a “Member Cessation Event”)), each Person acting as an Independent Manager pursuant to the terms of this Agreement 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. The Special Member may not resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart to this Agreement, and (ii) such successor has also accepted its appointment as Independent Manager pursuant to the terms of this Agreement; provided, however, each 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 each Special Member, each Person acting as an Independent Manager pursuant to the terms hereof shall execute a counterpart to this Agreement. Prior to its admission to the Company as Special Member, each Person acting as an Independent Manager pursuant to the terms hereof shall not be a member of the Company.
Special Members. ▇▇▇▇▇▇ ▇▇▇▇▇▇
Special Members. ▇▇▇▇ ▇. ▇▇▇▇▇ is hereby admitted as a Special Member of the Company and, in such capacity, agrees to the terms of the LLC Agreement as amended hereby.
Special Members. Upon the occurrence of any event that causes there to be no members of the Company, each person acting as an Independent Director shall, without any action of any Person and simultaneously with the last Member ceasing to be a member of the Company, automatically be admitted to the Company as a Special Member and shall continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart to this Agreement, and (ii) such successor has also accepted its appointment as an Independent Director: provided , however, the Special Members shall automatically cease to be members of the Company upon the admission to the Company of a substitute Member. Each 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 the 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, each 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 limitations, the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of each Special Member, each Independent Member shall cause each person acting as an Independent Director to execute a counterpart to this Agreement. Prior to its admission to the Company as Special Member, each person acting as an Independent Director shall not be a member of the Company.
Special Members. 12 Article 7 DISSOLUTION, LIQUIDATION AND WINDING-UP............12 Section 7.01 Dissolution........................................12 TABLE OF CONTENTS (CONT.) PAGE
Special Members s/ DOU▇ ▇▇▇▇▇▇▇ --------------------------------- Name: Dou▇ ▇▇▇▇▇▇▇ /s/ EVE▇▇▇ ▇▇▇▇▇▇▇▇▇▇ --------------------------------- Name: Eve▇▇▇ ▇▇▇▇▇▇▇▇▇▇ SCHEDULE A Definitions
Special Members. Name: -------------------------------- Name: SCHEDULE A Definitions
Special Members. ARTICLE 7
Special Members. ELLY NEVADA, INC., a Nevada corporation
Special Members. According to Article 23 of the Agreement, the members of the Board of Directors may have a Special Director, accredited in each case, to represent them at the meetings. They may also attend the meetings accompanied by the technicians or officials from their central banks that they wish to accredit before the Secretary General for each specific session; they will not be entitled to vote.