Common use of Springing Members Clause in Contracts

Springing Members. (a) Upon the occurrence of any event that causes the last remaining Member to cease to be a member of the Operating Company (other than upon an assignment by the Member of all of its limited liability company interest in the Operating Company and the admission of the transferee pursuant to Article VI) (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 Operating Company as a Special Member and shall continue the Operating 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 Operating Company as Special Member and shall continue the Operating Company without dissolution. It is the intent of these provisions that the Operating Company never have more than one Special Member at any particular point in time. No Special Member may resign from the Operating Company or transfer its rights as Special Member unless a successor Special Member has been admitted to the Operating Company as Special Member by executing a counterpart to this Agreement. The Special Member shall automatically cease to be a member of the Operating Company upon the admission to the Operating Company of a substitute Member. The Special Member shall be a member of the Operating Company that has no interest in the profits, losses and capital of the Operating Company and has no right to receive any distributions of Operating Company assets. Pursuant to Section 18-301 of the Act, a Special Member shall not be required to make any capital contributions to the Operating Company and shall not receive a limited liability company interest in the Operating Company. A Special Member, in its capacity as Special Member, may not bind the Operating 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 Operating Company, including, without limitation, the merger, consolidation or conversion of the Operating Company. In order to implement the admission to the Operating 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 Operating Company as Special Member, each person acting as a Springing Member 1 or Springing Member 2 shall not be a member of the Operating Company. (b) In the event of a vacancy in the position of Springing Member 1 or Springing Member 2, the Manager 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.

Springing Members. (a) Upon the occurrence of any event that causes the last remaining Member to cease to be a member of the Operating Company (other than upon continuation of the Company without dissolution upon (i) an assignment by the Member of all of its limited liability company interest in the Operating Company and the admission of the transferee pursuant to Article VISections 6.2 and 6.1, or (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to Sections 6.3 and 6.1) (a “Member Cessation Event”), the Primary Springing Member 1 shall, without any action of any Person and simultaneously with the Member Cessation Event, automatically be admitted to the Operating Company as a Special Member member and shall continue the Operating Company without dissolution. If, however, at the time of a Member Cessation Event, the Primary Springing Member 1 has died been dissolved or is otherwise no longer able to step into the role of Special Member, then in such event, the Secondary Springing Member 2 shall, concurrently with the Member Cessation Event, and shall without any action of any Person and simultaneously with the Member Cessation Event, automatically be admitted to the Operating Company as Special Member a member and shall continue the Operating Company without dissolution. It is the intent of these provisions that the Operating Company never have more than one Special Member at any particular point in time. No Special Member may resign from the Operating Company or transfer its rights as Special Member unless a successor Special Member has been admitted to the Operating Company as Special Member by executing a counterpart to this Agreement. The Special Member shall automatically cease to be a member of the Operating Company upon the admission to the Operating Company of a substitute Member (the “Substitute Member”); provided, however, that, if at the time of any Member Cessation Event, Schostak holds an ownership interest in Member, (i) the Substitute Member shall have the same members as the members of Member (ii) such members shall hold the same percentage interests in Substitute Member as they held in Member as of the Member Cessation Event and (iii) the organizational documents of Substitute Member shall contain the same relative rights and obligations of the members thereof as are set forth in the organizational documents of Member. The Special Member shall be a member of the Operating Company that has no interest in the profits, losses and capital of the Operating Company and has no right to receive any distributions of Operating Company assets. Pursuant to Section 18-301 of the Act, a Special Member shall not be required to make any capital contributions to the Operating Company and shall not receive a limited liability company interest in the Operating Company. A Special Member, in its capacity as Special Member, may not bind the Operating 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 Operating Company, including, without limitation, the merger, consolidation or conversion of the Operating Company. In order to implement the admission to the Operating Company of the Special Member, each of the Primary Springing Member 1 and the Secondary Springing Member 2 shall execute a counterpart to this Agreement. Prior to its admission to the Operating Company as Special Member, each person Person acting as a Primary Springing Member 1 or Secondary Springing Member 2 shall not be a member of the Operating Company. (b) The Company shall at all times have a Primary Springing Member and a Secondary Springing Member. No resignation or removal of a Springing Member, 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 Primary Springing Member 1 or Secondary Springing Member 2Member, the Manager 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.

Springing Members. (a) Upon the occurrence of any event that causes the last remaining Member to cease to be a member of the Operating Company (other than upon continuation of the Company without dissolution upon (i) an assignment by the Member of all of its limited liability company interest in the Operating Company and the admission of the transferee pursuant to Article VISections 6.2 and 6.1. or (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to Sections 6.3 and 6.0 (a “Member Cessation Event”), the Primary Springing Member 1 shall, without any action of any Person and simultaneously with the Member Cessation Event, automatically be admitted to the Operating Company as a Special Member and shall continue the Operating Company without dissolution. If, however, at the time of a Member Cessation Event, the Primary Springing Member 1 has died or is otherwise no longer able to step into the role of Special Member, then in such event, the Secondary Springing Member 2 shall, concurrently with the Member Cessation Event, and shall without any action of any Person and simultaneously with the Member Cessation Event, automatically be admitted to the Operating Company as Special Member and shall continue the Operating Company without dissolution. It is the intent of these provisions that the Operating Company never have more than one Special Member at any particular point in time. No Special Member may resign from the Operating Company or transfer its rights as Special Member unless a successor Special Member has been admitted to the Operating Company as Special Member by executing a counterpart to this Agreement. The Special Member shall automatically cease to be a member of the Operating Company upon the admission to the Operating Company of a substitute Member. The Special Member shall be a member of the Operating Company that has no interest in the profits, losses and capital of the Operating Company and has no right to receive any distributions of Operating Company assets. Pursuant to Section 18-301 of the Act, a Special Member shall not be required to make any capital contributions to the Operating Company and shall not receive a limited liability company interest in the Operating Company. A Special Member, in its capacity as Special Member, may not bind the Operating 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 Operating Company, including, without limitation, the merger, consolidation or conversion of the Operating Company. In order to implement the admission to the Operating Company of the Special Member, each of the Primary Springing Member 1 and the Secondary Springing Member 2 shall execute a counterpart to this Agreement. Prior to its admission to the Operating Company as Special Member, each person Person acting as a Primary Springing Member 1 or Secondary Springing Member 2 shall not be a member of the Operating Company. (b) The Company shall at all times have a Primary Springing Member and a Secondary Springing Member. No resignation or removal of a Springing Member, 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 Primary Springing Member 1 or Secondary Springing Member 2Member, the Manager 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.

Springing Members. (a) Upon the occurrence of any event that causes the last remaining Member to cease to be a member of the Operating Company (other than upon continuation of the Company without dissolution upon a) an assignment by the Member of all of its limited liability company interest in the Operating Company and the admission of the transferee pursuant to Article VIthis Agreement, orb )the resignation of the Member and the admission of an additional member of the Company pursuant to this Agreement) (a “Member Cessation Event”), Springing Member 1 I shall, without any action of any Person and simultaneously with simultaneouslywith the Member Cessation Event, automatically be admitted to the Operating Company as a Special Member and shall continue the Operating Company without dissolution. If, however, at the time of a Member Cessation Event, Springing Member 1 I 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 Operating Company as Special Member and shall continue the Operating Company without dissolution. It is the intent of these provisions that the Operating Company never have more than one Special Member at any particular point in time. No Special Member may resign from the Operating Company or transfer its rights as Special Member unless a successor Special Member has been admitted to the Operating Company as Special Member by executing a counterpart to this Agreement. The ; provided, however, the Special Member shall automatically cease to be a member of the Operating Company upon the admission to the Operating Company of a substitute Member. The Special Member shall be a member of the Operating Company that has no interest in the profits, losses and capital of the Operating Company and has no right to receive any distributions of Operating Company assets. Pursuant to Section 18-301 of the Act, a Special Member shall not be required to make any capital contributions to the Operating Company and shall not receive a limited liability company interest in the Operating Company. A Special Member, in its capacity as Special Member, may not bind the Operating 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 Operating Company, including, without limitation, the merger, division, consolidation or conversion of the Operating Company. In order to implement the admission to the Operating Company of the Special Member, each of person acting as Springing Member 1 and Springing Member 2 shall execute a counterpart to this Agreement. Prior to its admission to the Operating Company as Special Member, each person acting as a Springing Member 1 or Springing Member 2 shall not be a member of the Operating Company. (b) . The Company shall at all times have two Springing Members, one of whom shall sign this Agreement as, and thereby be designated as, “Springing Member l” and one of whom shall sign this Agreement as, and thereby be designated as, “Springing Member 2”. No resignation or removal of Springing Member 1 or Springing Member 2, and no appointment of a successor Springing Member 1 or Springing Member 2, 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 Manager Member shall, as soon as practicable, appoint a successor Springing Member 1 or Springing Member 2 to fill such vacancy. By signing this Agreement, a Springing Member agrees 1 and Springing Member 2 agree that, should such Springing Member 1 or Springing Member 2 become a Special Member, such Springing Member 1 or Springing Member 2, as applicable, will be subject to and bound by the provisions of this Agreement applicable to a Special Member. (b) Upon the occurrence of any event that causes the last remaining member of the Company to cease to be a member of the Company or that causes the Member to cease to be a member of the Company (other than upon continuation of the Company without dissolution upon (i) an assigmnent by the Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to this Agreement, or (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to this Agreement), to the fullest extent permitted by law, the personal representative of such member is hereby authorized to, and shall, within 90 days after the occurrence of the event that terminated the continued membership of such member in the Company, agree in writing (i) to continue the Company and (ii) to the admission of the personal representative or its nominee or designee, as the case may be, as a substitute member of the Company, effective as of the occurrence of the event that terminated the continued membership of such member in the Company. (c) Notwithstanding any other provision of this Agreement, the Bankruptcy of the Member or a Special Member shall not cause the Member or Special Member, respectively, to cease to be a member of the Company and upon the occurrence of such an event, the Company shall continue without dissolution. Notwithstanding any other provision of this Agreement, each of the Member and the Special Member waives any right it might have to agree in writing to dissolve the Company upon the Bankruptcy of the Member or a Special Member or the occurrence of an event that causes the Member or a Special Member to cease to be a member of the Company.