Common use of Special Members Clause in Contracts

Special Members. Upon the occurrence of any event that causes the Member to cease to be a member of the Company other than by a transfer by the Member of its limited liability company interest in the Company pursuant to Section 6.01 and the admission of a substitute Member pursuant to Section 6.01, each person acting as an Independent Manager pursuant to Section 3.04 shall, without any action of any Person and simultaneously with the Member ceasing to be a member of the Company, automatically be admitted to the Company as a special member (a “Special Member”) and shall continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as a Special Member unless (a) a successor Special Member has been admitted to the Company as a Special Member by executing a counterpart to this Agreement and (b) such successor has also accepted its appointment as Independent Manager; provided, however, the Special Members shall automatically cease to be members of the Company upon the admission to the Company of a substitute Member appointed by the personal representative of the last Member that ceased to be a member of the Company. 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 Company assets. Pursuant to Section 18-301 of the LLC 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 LLC 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 limitation, the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of each Special Member pursuant to this Section 5.04, each person acting as an Independent Manager pursuant to Section 3.04 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 Section 3.04 shall not be a member of the Company.

Special Members. Upon the occurrence of any event that causes the Sole Member to cease to be a member of the Company (other than by a transfer (i) upon an assignment by the Sole Member of all of its limited liability company interest in the Company pursuant to Section 6.01 and the admission of a substitute Member the transferee pursuant to Section 6.01Sections 8.01 and 8.02, or (ii) the resignation of the Sole Member and the admission of an additional member of the Company), each person acting as an Independent Manager pursuant to Section 3.04 Director shall, without any action of any Person and simultaneously with the Sole Member ceasing to be a member of the Company, automatically be admitted to the Company as a special member (a “Special Member”the "SPECIAL MEMBER") and shall continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as a Special Member unless (ai) a successor Special Member has been admitted to the Company as a Special Member by executing a counterpart to this Agreement Agreement, and (bii) such successor has also accepted its appointment as Independent ManagerDirector pursuant to this Agreement; provided, however, the Special Members shall automatically cease to be members of the Company upon the admission to the Company of a substitute Member appointed by the personal representative of the last Member that ceased to be a member of the CompanySole 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 Company assets. Pursuant to Section 18-301 of the LLC 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 LLC 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, 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 pursuant to this Section 5.04Member, each person acting as an Independent Manager pursuant Director shall agree in writing to be bound by the provisions of this Section 3.04 shall execute a counterpart to this Agreement6.07. Prior to its admission to the Company as Special Member, each person acting as an Independent Manager pursuant to Section 3.04 Director shall not be a member of the Company.

Special Members. Upon the occurrence of any event that causes the Sole Member to cease to be a member of the Company (other than by a transfer 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 pursuant to Section 6.01 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 substitute “Member pursuant to Section 6.01Cessation Event”)), each person Person acting as an Independent Manager pursuant to Section 3.04 the terms of this Agreement shall, without any action of any Person and simultaneously with the Member ceasing to be a member of the CompanyCessation Event, automatically be admitted to the Company as a special member (a “Special Member”) Member and shall continue the Company without dissolution. No The Special Member may not resign from the Company or transfer its rights as a Special Member unless (ai) a successor Special Member has been admitted to the Company as a Special Member by executing a counterpart to this Agreement Agreement, and (bii) such successor has also accepted its appointment as Independent ManagerManager pursuant to the terms of this Agreement; provided, however, the each Special Members Member shall automatically cease to be members a member of the Company upon the admission to the Company of a substitute Member appointed by the personal representative of the last Member that ceased to be a member of the CompanyMember. Each 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 LLC 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 LLC Act, each 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 pursuant to this Section 5.04Member, each person Person acting as an Independent Manager pursuant to Section 3.04 the terms hereof shall execute a counterpart to this Agreement. Prior to its admission to the Company as Special Member, each person Person acting as an Independent Manager pursuant to Section 3.04 the terms hereof shall not be a member of the Company.

Special Members. Upon the occurrence of any event that causes the Sole Member to cease to be a member of the Company (other than by a transfer (i) upon an assignment by the Sole Member of all of its limited liability company interest in the Company pursuant to Section 6.01 and the admission of a substitute Member the transferee pursuant to Section 6.01Sections 8.01 and 8.02, or (ii) the resignation of the Sole Member and the admission of an additional member of the Company), each person acting as an Independent Manager pursuant to Section 3.04 Director shall, without any action of any Person and simultaneously with the Sole Member ceasing to be a member of the Company, automatically be admitted to the Company as a special member (a “the "Special Member”") and shall continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as a Special Member unless (ai) a successor Special Member has been admitted to the Company as a Special Member by executing a counterpart to this Agreement Agreement, and (bii) such successor has also accepted its appointment as Independent ManagerDirector pursuant to this Agreement; provided, however, the Special Members shall automatically cease to be members of the Company upon the admission to the Company of a substitute Member appointed by the personal representative of the last Member that ceased to be a member of the CompanySole 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 Company assets. Pursuant to Section 18-301 of the LLC 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 LLC 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, 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 pursuant to this Section 5.04Member, each person acting as an Independent Manager pursuant Director shall agree in writing to be bound by the provisions of this Section 3.04 shall execute a counterpart to this Agreement6.07. Prior to its admission to the Company as Special Member, each person acting as an Independent Manager pursuant to Section 3.04 Director shall not be a member of the Company.

Special Members. Upon the occurrence of any event that causes the Sole Member to cease to be a member of the Company (other than by a transfer (i) upon an assignment by the Member of all of its limited liability company interest in the Company pursuant to Section 6.01 and the admission of a substitute Member the transferee pursuant to Section 6.01Article XII or (ii) the resignation of the Member and the admission of an Additional Member of the Company pursuant to Article XII), each person acting as an Independent Manager pursuant to Section 3.04 shallArticle VII shall by virtue of such person's signature on this agreement, without any action of any Person and simultaneously with the Member ceasing to be a member of the Company, automatically be admitted to the Company as a special member (a “"Special Member”") and the Company shall continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as a Special Member unless (ai) a successor Special Member has been admitted to the Company as a Special Member by executing a counterpart to this Agreement Agreement, and (bii) such successor has also accepted its appointment as Independent ManagerManager pursuant to Article VII; provided, however, that the Special Members shall automatically cease to be members of the Company upon the admission to the Company of a substitute Member appointed by the personal representative of the last Member that ceased to be a member of the CompanySubstitute 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 Company assets. Pursuant to Section 18-301 Notwithstanding the provisions of the LLC 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, but shall have the right to vote on and approve the actions herein specified to be voted on or approved by the Members. A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the LLC Act, each Special Member, in its capacity as Special a Member, shall have no right authority to vote on, approve act for or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation or conversion of bind the Company. In order to implement the admission to the Company of each Special Member pursuant to this Section 5.04Member, each person acting as an Independent Manager pursuant to Section 3.04 Article VII 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 Section 3.04 Article VII shall not be a member of the Company.

Special Members. Upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than by a transfer upon the continuation of the Company without dissolution without (i) an assignment by the Member of all of its limited liability company interest in the Company pursuant to Section 6.01 and the admission of a substitute Member the transferee pursuant to Section 6.01Sections 8.01 and 8.02, or (ii) the resignation of the Member and the admission of an additional member of the Company), each person acting as an Independent Manager pursuant to Section 3.04 shall, without any action of any Person and simultaneously with the Member ceasing to be a member of the Company, automatically be admitted to the Company as a special member (a “Special Member”) Member and shall continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as a Special Member unless (ai) a successor Special Member has been admitted to the Company as a Special Member by executing a counterpart to this Agreement Agreement, and (bii) such successor has also accepted its appointment as Independent ManagerManager pursuant to this Agreement; provided, however, the Special Members shall automatically cease to be members of the Company upon the admission to the Company of a substitute Member appointed by the personal representative of the last Member that ceased to be a member of the CompanyMember. 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 Company assets. Pursuant to Section 18-301 of the LLC 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 LLC 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, 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 pursuant to this Section 5.04Member, each person acting as an Independent Manager pursuant shall agree in writing to be bound by the provisions of this Section 3.04 shall execute a counterpart to this Agreement6.07. Prior to its admission to the Company as Special Member, each person acting as an Independent Manager pursuant to Section 3.04 shall not be a member of the Company.

Special Members. Upon the occurrence of any event that causes the Member to cease to be a member of the Company other than by a transfer by the Member of its limited liability company interest in the Company pursuant to Section 6.01 and the admission of a substitute Member pursuant to Section 6.01, each person acting as an Independent Manager pursuant to Section 3.04 shall, without any action of any Person and simultaneously with the Member ceasing to be a member of the Company, automatically be admitted to the Company as a special member (a “"Special Member”") and shall continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as a Special Member unless (a) a successor Special Member has been admitted to the Company as a Special Member by executing a counterpart to this Agreement and (b) such successor has also accepted its appointment as Independent Manager; provided, however, the Special Members shall automatically cease to be members of the Company upon the admission to the Company of a substitute Member appointed by the personal representative of the last Member that ceased to be a member of the Company. 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 Company assets. Pursuant to Section 18-301 of the LLC 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 LLC 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 limitation, the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of each Special Member pursuant to this Section 5.045.05, each person acting as an Independent Manager pursuant to Section 3.04 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 Section 3.04 shall not be a member of the Company.

Special Members. Upon the occurrence of any event that causes the last remaining Member to cease to be a member of the Company (other than (i) upon an assignment by a transfer by the any such last remaining Member of all of its limited liability company interest in the Company pursuant to Section 6.01 and the admission of a substitute Member the transferee pursuant to Section 6.01Article9, or (ii) the resignation of the last remaining Member and the admission of an additional member of the Company pursuant to Sections 4.07), each person acting as an Independent Manager pursuant to Section 3.04 7.05 shall, without any action of any Person and simultaneously with the last such Member ceasing to be a member of the Company, automatically be admitted to the Company as a special member (a “Special Member”) Member and shall continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as a Special Member unless (ai) a successor Special Member has been admitted to the Company as a Special Member by executing a counterpart to this Agreement Agreement, and (bii) such successor has also accepted its appointment as Independent ManagerManager pursuant to Section 7.05; provided, however, the Special Members shall automatically cease to be members of the Company upon the admission to the Company of a one or more substitute Member appointed by the personal representative of the last Member that ceased to be a member of the CompanyMembers. 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 Company assets. Pursuant to Section 18-301 of the LLC 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 LLC 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 limitation, the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of each Special Member pursuant to this Section 5.04Member, each person acting as an Independent Manager pursuant to Section 3.04 7.05 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 Section 3.04 7.05 shall not be a member of the Company.

Special Members. Upon the occurrence of any event that causes the Initial Member to cease to be a member of the Company (other than by a transfer upon an assignment by the Initial Member of all of its limited liability company interest in the Company pursuant to Section 6.01 and the admission of a substitute Member the transferee pursuant to Section 6.01Articles VII and XII), each person acting as an Independent Manager pursuant to Section 3.04 8.3 shall, without any action of any Person and simultaneously with the Initial Member ceasing to be a member of the Company, automatically be admitted to the Company as a special member (a “Special Member”) Member and shall continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as a Special Member unless (ai) a successor Special Member has been admitted to the Company as a Special Member by executing a counterpart to this Agreement Agreement, and (bii) such successor has also accepted its appointment as Independent ManagerManager pursuant to Section 8.3; provided, however, the Special Members shall automatically cease to be members of the Company upon the admission to the Company of a substitute Member appointed by the personal representative of the last Member that ceased to be a member of the CompanyMember. 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 Company assets. Pursuant to Section 18-301 of the LLC 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 LLC 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 limitation, the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of each Special Member pursuant to this Section 5.04Member, each person acting as an Independent Manager pursuant to Section 3.04 8.3 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 Section 3.04 8.3 shall not be a member of the Company.

Special Members. Upon the occurrence of any event that causes the Member to cease to be a member of the Company other than by a transfer by the Member of its limited liability company interest in the Company pursuant to Section 6.01 and the admission of a substitute Member pursuant to Section 6.01, each person acting as an Independent Manager pursuant to Section 3.04 shall, without any action of any Person and simultaneously with the Member ceasing to be a member of the Company, automatically be admitted to the Company as a special member (a “Special Member”) and shall continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as a Special Member unless (a) a successor Special Member has been admitted to the Company as a Special Member by executing a counterpart to this Agreement and (b) such successor has also accepted its appointment as Independent Manager; provided, however, the Special Members shall automatically cease to be members of the Company upon the admission to the Company of a substitute Member appointed by the personal representative of the last Member that ceased to be a member of the Company. 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 Company assets. Pursuant to Section 18-301 of the LLC 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 LLC 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 limitation, the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of each Special Member pursuant to this Section 5.04, each person acting as an Independent Manager pursuant to Section 3.04 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 Section 3.04 shall not be a member of the Company.. 18 ARTICLE VI

Special Members. Upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than by a transfer upon continuation of the Company without dissolution upon (i) an assignment by the Member of all of its limited liability company interest in the Company pursuant to Section 6.01 and the admission of a substitute Member the transferee pursuant to Section 6.018.1, or (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to Sections 8.2 and 8.3), each person Person acting as an Independent Manager Director pursuant to Section 3.04 3.1(b) shall, without any action of any Person and simultaneously with the Member ceasing to be a member of the Company, automatically be admitted to the Company as a special member (a “Special Member”) Member and shall continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as a Special Member unless (ai) a successor Special Member has been admitted to the Company as a Special Member by executing a counterpart to this Agreement and (bii) such successor has also accepted its appointment as Independent ManagerDirector pursuant to Section 3.1(b); provided, however, the Special Members shall automatically cease to be members of the Company upon the admission to the Company of a substitute Member appointed by the personal representative of the last Member that ceased to be a member of the CompanyMember. Each “Special Member 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 LLC Act, a 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 LLC Act, each 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 limitation, the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of each Special Member pursuant to this Section 5.04Member, each person Person acting as an Independent Manager Director pursuant to Section 3.04 3.1(b) shall execute a counterpart to this Agreement. Prior to its admission to the Company as Special Member, each person Person acting as an Independent Manager Director pursuant to Section 3.04 3.1(b) shall not be a member of the Company.