Successor Managing Member Sample Clauses

Successor Managing Member. If a Managing Member ceases to act as Managing Member, a successor Managing Member shall be selected by the plurality vote of the holders of Voting Shares. The successor Managing Member shall become a Managing Member upon his written acceptance of the appointment and written agreement to be bound as a Managing Member under the terms of this Agreement. In the event a successor Managing Member is designated and accepts the designation, the successor Managing Member shall assume all the duties and obligations of the predecessor Managing Member set forth in this Agreement.
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Successor Managing Member. Upon the resignation of the Managing Member as manager of the Company in accordance with Section 5.5(a), a successor manager must be approved by all of the Members.
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Successor Managing Member. Upon the occurrence of an event giving rise to a Withdrawal of a Managing Member, any remaining Managing Member, or, if there be no remaining Managing Member, the Withdrawing Managing Member or its legal representative, shall promptly notify the Special Member of such Withdrawal (the "Withdrawal Notice"). Whether or not the Withdrawal Notice shall have been sent as provided herein, the Special Member shall have the right to become a successor Managing Member (and to become the successor Managing Member if the Withdrawing Managing Member was previously the Managing Member). In order to effectuate the provisions of this Section 13.4 and the continuance of the Company, the Withdrawal of a Managing Member shall not be effective until the expiration of 120 days from the date on which occurred the event giving rise to the Withdrawal, unless the Special Member shall have elected to become a successor Managing Member as provided herein prior to expiration of such 120-day period, whereupon the Withdrawal of the Managing Member shall be deemed effective upon the notification of all the other Members by the Special Member of such election.
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Successor Managing Member. A Person shall be admitted as ------------------------- a Managing Member only if the following terms and conditions are satisfied: (A) if such Person is not an Affiliate of Managing Member, the admission of such Person shall have been Consented to by a majority of the Percentage Interests of the Non-Managing Members; (B) the Person shall have accepted and agreed to be bound by all the terms and provisions of this Agreement by executing a counterpart hereof and such other documents or instruments as may be required or appropriate in order to effect the admission of such Person as a Managing Member; (C) a certificate evidencing the admission of such Person as a Managing Member shall have been filed for recordation; (D) if the successor Managing Member is a corporation, it shall have provided counsel for the Company with a certified copy of a resolution of its Board of Directors and, if required, the Consent of the shareholders, authorizing it to become a Managing Member; (E) if the successor Managing Member is a partnership or limited liability company it shall provide counsel for the Company with a certified copy of its agreement of partnership or limited partnership or operating agreement together with certified copies of any partnership or limited liability company actions authorizing it to become a Managing Member; and (F) counsel for the Company shall have rendered an opinion that none of the actions taken in connection with such Transfer or admission will have an adverse tax effect upon the Company, which adverse tax effect can be waived by the Consent of a majority of the Percentage Interests of the Non- Managing Members. The former Managing Member shall reasonably cooperate to facilitate the substitution of the successor Managing Member, even where the Managing Member was removed for Cause, and shall be reimbursed for its reasonable costs and expenses relating thereto.
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Successor Managing Member. 65 -------------------------
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Successor Managing Member. A. Upon the occurrence of any Terminating Event referred to in Section 10.2, the remaining Members may (but are not required to) designate a Person to become a successor Managing Member to the Managing Member as to whom such event shall have occurred. Any Person so designated, subject to the Consent of the Investor Member (and, if required by the Act or any other applicable law, the consent of any other Member so required), shall become a successor Managing Member upon its written agreement to be bound by the Operating Documents and by the provisions of this Agreement. B. If any Terminating Event referred to in Section 10.2 shall occur at a time when there is no remaining Managing Member and no successor becomes a successor Managing Member pursuant to the preceding provisions of this Section 10.3 or the remaining Managing Members do not elect to continue the business of the Company pursuant to Section 10.2, then the Investor Member shall have the right to designate a Person to become a successor Managing Member upon his or its written agreement to be bound by the Operating Documents and by the provisions of this Agreement. C. If the Investor Member elects to admit a successor Managing Member pursuant to the provisions of this Section 10.3, the relationship of the parties in the Company shall continue to be governed by the provisions of this Agreement.
Sample 1
Successor Managing Member. A Person shall be admitted as a Managing Member only if the following terms and conditions are satisfied: (A) the admission of such Person shall have been Consented to by a majority of the Percentage Interests of the other Members; (B) the Person shall have accepted and agreed to be bound by all the terms and provisions of this Agreement by executing a counterpart hereof and such other documents or instruments as may be required or appropriate in order to effect the admission of such Person as a Managing Member; (C) counsel for the Company shall have rendered an opinion that none of the actions taken in connection with such Transfer or admission will have an adverse tax effect upon the Company or the Members, which adverse tax effect can be waived by the Consent of two- thirds (2/3) of the Percentage Interests of the Members; (D) the Person shall have obtained all Gaming Licenses necessary under the Nevada Gaming Laws. The former Managing Member shall reasonably cooperate to facilitate the substitution of the successor Managing Member, and shall be reimbursed by the Company for its reasonable costs and expenses relating thereto.
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Successor Managing Member. 52 13.5 Admission of Additional or Successor Managing Member ................................ 52 13.6
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Related to Successor Managing Member

  • Successor General Partner Upon the occurrence of an event giving rise to a Withdrawal of a General Partner, any remaining General Partner, or, if there be no remaining General Partner, the Withdrawing General Partner or its legal representative, shall promptly notify the Special Limited Partner of such Withdrawal (the "Withdrawal Notice"). Whether or not the Withdrawal Notice shall have been sent as provided herein, the Special Limited Partner shall have the right to become a successor General Partner (and to become the successor managing General Partner if the Withdrawing General Partner was previously the managing General Partner). In order to effectuate the provisions of this Section 13.4 and the continuance of the Partnership, the Withdrawal of a General Partner shall not be effective until the expiration of 120 days from the date on which occurred the event giving rise to the Withdrawal, unless the Special Limited Partner shall have elected to become a successor General Partner as provided herein prior to expiration of such 120-day period, whereupon the Withdrawal of the General Partner shall be deemed effective upon the notification of all the other Partners by the Special Limited Partner of such election.

  • Successor Master Servicer In connection with the appointment of any successor master servicer or the assumption of the duties of the Master Servicer, the Company or the Trustee may make such arrangements for the compensation of such successor master servicer out of payments on the Mortgage Loans as the Company or the Trustee and such successor master servicer shall agree. If the successor master servicer does not agree that such market value is a fair price, such successor master servicer shall obtain two quotations of market value from third parties actively engaged in the servicing of single-family mortgage loans. Notwithstanding the foregoing, the compensation payable to a successor master servicer may not exceed the compensation which the Master Servicer would have been entitled to retain if the Master Servicer had continued to act as Master Servicer hereunder.

  • Substituted Member (a) An assignee of any Units or other interests in the Company of a Member, or any portion thereof, shall become a substituted Member entitled to all the rights of a Member if and only if the assignor gives the assignee such right. (b) Upon the admission of a substituted Member, Schedule A attached hereto shall be amended to reflect the name, address and Units and other interests in the Company of such substituted Member and to eliminate the name and address of and other information relating to the assigning Member with regard to the assigned Units and other interests in the Company.

  • Hospital-Association Committee (a) There shall be a Hospital-Union Committee comprised of representatives of the Hospital, one of whom shall be the Chief Nursing Officer or designate and of the Union, one of whom shall be the Bargaining Unit President or designate. The number of representatives is set out in the Appendix of Local Provisions and the membership of the Committee may be expanded by mutual agreement. (b) The Committee shall meet every two (2) months unless otherwise agreed and as required under Article 8.01 (a) (iv). The duties of chair and secretary shall alternate between the parties. Where possible, agenda items will be exchanged in writing at least five (5) calendar days prior to the meeting. A record shall be maintained of matters referred to the Committee and the recommended disposition, if any, unless agreed to the contrary. Copies of the record shall be provided to Committee members. (c) The purpose of the Committee includes: i) promoting and providing effective and meaningful communication of information and ideas, including but not limited to workload measurement tools and the promotion of best practices. Such communication may include discussion of nursing workload measurement and patient acuity systems. The Hospital will provide, upon request, information on workload measurement systems applicable to nursing currently used by the Hospital, and evaluations completed by the Hospital of such systems. ii) reviewing professional responsibility complaints with a view to identifying trends and sharing organizational successes and solutions, making joint recommendations on matters of concern including the quality and quantity of nursing care and discussing the development and implementation of quality initiatives; iii) making joint recommendations to the Chief Nursing Officer on matters of concern regarding recurring workload issues including the development of staffing guidelines, the use of agency nurses and use of overtime; iv) dealing with complaints referred to it in accordance with the provisions of Article 8, Professional Responsibility; v) discussing and reviewing matters relating to orientation and in- service programs; vi) promote the creation of full-time positions for nurses, and discuss the effect of such changes on the employment status of the nurses. This may include the impact, if any, on part-time and full-time, job sharing and retention and recruitment. (d) The Hospital agrees to pay for time spent during regular working hours for representatives of the Union attending at such meetings. (e) Where a Committee representative designated by the Union attends Committee meetings outside of her or his regularly scheduled hours, she or he will be paid for all time spent in attendance at such meetings at her or his regular straight time hourly rate of pay. Such payment shall be limited to two (2) Committee representatives per meeting.

  • Joint Union/Management Committee It shall be appropriate for either the Union or the University to request that a Joint Union/Management committee be convened, with Environmental Health and Safety as a participating member, to discuss health and safety concerns and to explore options for addressing those concerns through appropriate training or other approaches.

  • Substituted Limited Partner In the event a Limited Partner transfers all or any part of such Limited Partner’s Limited Partnership Interest in compliance with the provisions of this Article VIII, the transferee of the Limited Partner shall take such Limited Partnership Interest subject to all of the terms and conditions of this Agreement, shall not be considered to have title to such Limited Partnership Interest and shall not have the right to be admitted to the Partnership as a substituted Limited Partner of the Partnership unless the transferring Limited Partner has given the transferee such right and unless: (a) the Company consents in writing to the admission of the transferee into the Partnership as a substituted Limited Partner, which consent may be granted or denied in the sole discretion of the Company; and (b) the transferring Limited Partner and the transferring Limited Partner’s transferee execute and deliver such instruments as the Company deems necessary or desirable to effect such substitution; and (c) such transferee accepts, assumes and agrees in writing to be bound by all of the terms, conditions and provisions of this Agreement; and (d) such transferee pays all reasonable expenses connected with such substitution.

  • Successor Owner Trustee Any successor Owner Trustee appointed pursuant to Section 10.02 shall execute, acknowledge and deliver to the Administrator and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective, and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement, and the Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. No successor Owner Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.01. Upon written acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Administrator shall mail notice thereof to all Certificateholders, the Indenture Trustee, the Noteholders and the Rating Agencies. If the Administrator shall fail to mail such notice within 10 Business Days after acceptance of such appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the Administrator. Any successor Owner Trustee appointed hereunder shall promptly file an amendment to the Certificate of Trust with the Secretary of State of the State of Delaware as required by the Statutory Trust Act.

  • Ownership by Limited Partner of Corporate General Partner or Affiliate No Limited Partner shall at any time, either directly or indirectly, own any stock or other interest in the General Partner or in any Affiliate thereof, if such ownership by itself or in conjunction with other stock or other interests owned by other Limited Partners would, in the opinion of counsel for the Partnership, jeopardize the classification of the Partnership as a partnership for federal tax purposes. The General Partner shall be entitled to make such reasonable inquiry of the Limited Partners as is required to establish compliance by the Limited Partners with the provisions of this Section.

  • Substitute Members No Member shall have the right to substitute a transferee of all or any part of such Member’s Units in its place, except as provided in this Article 11. Any such transferee of Unit(s) (whether pursuant to a voluntary or involuntary Transfer) shall be admitted to the Company as a Substitute Member only (i) with the consent of the Manager granted at its sole discretion, (ii) by satisfying the requirements of this Article 11, and (iii) upon the receipt of all necessary consents of governmental and regulatory authorities. Persons who become Substitute Members pursuant to Article 11.5 need not comply with clause (i) of the preceding sentence. Each transferee of all or part of a Member's Membership Units, as a condition to its admission as a Substitute Member, shall execute and acknowledge such instruments, in form and substance satisfactory to the Manager, as the Manager reasonably deems necessary or desirable to effectuate such admission and to confirm the agreement of such person to be bound by all the terms and provisions of this Agreement with respect to the Membership Units acquired. All reasonable expenses, including attorneys’ fees, incurred by the Company in this connection shall be borne by such person.

  • Labour Management Committee (a) Where the parties mutually agree that there are matters of mutual concern and interest that would be beneficial if discussed at a Labour Management Committee Meeting during the term of this Agreement, the following shall apply. (b) An equal number of representatives of each party as mutually agreed shall meet at a time and place mutually satisfactory. A request for a meeting hereunder will be made in writing prior to the date proposed and accompanied by an agenda of matters proposed to be discussed, which shall not include matters that are properly the subject of grievance or negotiations for the amendment or renewal of this agreement. Any representative(s) attending such meetings during their regularly scheduled hours of work shall not lose regular earnings as a result of such attendance. (c) It is agreed that the topic of a rehabilitation program for drug and alcohol abuse is an appropriate topic for the Labour-Management Committee. It is also agreed that the topic of the utilization of full-time and part-time staff is an appropriate topic for the Labour-Management Committee. The committee shall have access to work schedules and job postings upon request. (d) It is understood that joint meetings with other Labour-Management Committees in the Hospital may be scheduled concerning issues of mutual interest if satisfactory to all concerned. (e) Where two or more agreements exist between a Hospital and CUPE the Committee may be a joint one representing employees under both agreements, unless otherwise agreed.

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