Common use of Transfer of Capital Accounts Clause in Contracts

Transfer of Capital Accounts. The original Capital Account established for each Substituted Member shall be in the same amount as the Capital Account of the Member (or portion thereof) to which such Substituted Member succeeds at the time such Substituted Member is admitted to as a Member of the Company. The Capital Account of any Member whose interest in the Company shall be increased or decreased by means of (a) the Transfer to it of all or part of the Units of another Member or (b) the repurchase or forfeiture of Units pursuant to any Equity Agreement shall be appropriately adjusted to reflect such Transfer or repurchase. Any reference in this Agreement to a Capital Contribution of or Distribution to a Member that has succeeded any other Member shall include any Capital Contributions or Distributions previously made by or to the former Member on account of the Units of such former Member Transferred to such Member.

Appears in 12 contracts

Samples: Limited Liability Company Agreement (Real Good Food Company, Inc.), Limited Liability Company Agreement (Real Good Food Company, Inc.), Limited Liability Company Agreement (Real Good Food Company, Inc.)

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Transfer of Capital Accounts. The original Capital Account established for each Substituted Member shall be in the same amount as the Capital Account of the Member (or portion thereof) to which such Substituted Member succeeds at the time such Substituted Member is admitted to as a Member of the Company. The Capital Account of any Member whose interest in the Company shall be increased or decreased by means of (a) the Transfer to it of all or part of the Units of another Member or (b) the repurchase or forfeiture of Units pursuant to any Equity Agreement shall be appropriately adjusted to reflect such Transfer Transfer, repurchase or repurchaseforfeiture. Any reference in this Agreement to a Capital Contribution of or Distribution to a Member that has succeeded any other Member shall include any Capital Contributions or Distributions previously made by or to the former Member on account of the Units of such former Member Transferred to such Member.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (Vivid Seats Inc.), Limited Liability Company Agreement (Vivid Seats Inc.), Transaction Agreement (Horizon Acquisition Corp)

Transfer of Capital Accounts. The original Capital Account established for each Substituted Member shall be in the same amount as the Capital Account of the Member (or portion thereofof such amount) to which such Substituted Member succeeds at the time such Substituted Member is admitted to as a Member of the Company. The Capital Account of any Member whose interest in the Company shall be increased or decreased by means of (a) the Transfer to it of all or part of the Units of another Member or (b) the repurchase or forfeiture of Units pursuant to any Equity Agreement shall be appropriately adjusted to reflect such Transfer Transfer, repurchase or repurchaseforfeiture. Any reference in this Agreement to a Capital Contribution of or Distribution to a Member that has succeeded any other Member shall include any Capital Contributions or Distributions previously made by or to the former Member on account of the Units of such former Member Transferred to such Member.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (Bitcoin Depot Inc.), Limited Liability Company Agreement (GSR II Meteora Acquisition Corp.), Limited Liability Company Agreement (GSR II Meteora Acquisition Corp.)

Transfer of Capital Accounts. The original Capital Account established for each Substituted Member any substituted Partner shall be in the same amount as the Capital Account of the Member Partner (or portion thereof) to which such Substituted Member succeeds substituted Partner succeeds, at the time that the Transfer of Units to such Substituted Member substituted Partner is admitted to as a Member of the Companypermitted under Section 7.1. The Capital Account of any Member Partner whose interest in the Company Partnership shall be increased or decreased by means of (a) the Transfer to it of all or part of the Units of another Member Partner or (b) the repurchase or forfeiture of Common Units pursuant to any Equity Agreement shall be appropriately adjusted to reflect such Transfer Transfer, repurchase or repurchaseforfeiture. Any reference in this Agreement to a Capital Contribution of or Distribution to a Member Partner that has succeeded any other Member Partner shall include any Capital Contributions or Distributions previously made by or to the former Member Partner on account of the Units of such former Member Transferred Partner transferred to such MemberPartner.

Appears in 1 contract

Samples: Limited Partnership Agreement (Edgen Murray II, L.P.)

Transfer of Capital Accounts. The original Capital Account established for each Substituted Member shall be in the same amount as the Capital Account of the Member (or portion thereof) to which such Substituted Member succeeds succeeds, at the time such Substituted Member is admitted to as a Member of the CompanyMember. The Capital Account of any Member whose interest in the Company shall be increased or decreased by means of (a) the Transfer to it of all or part less than all of the Units of another Member or (b) the repurchase or forfeiture of Units pursuant to any Equity Agreement shall be appropriately adjusted to reflect such Transfer or repurchase. Any reference in this Agreement to a Capital Contribution of or Distribution or Tax Distribution to a Substituted Member that has succeeded to all or less than all of the interests of any other Member shall include any Capital Contributions or Distributions or Tax Distributions previously made by or to the former Member such Transferor on account of the such Transferor’s Units of such former Member Transferred to such Substituted Member.

Appears in 1 contract

Samples: Merger Agreement (Driven Brands Holdings Inc.)

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Transfer of Capital Accounts. The original Capital Account established for each Substituted Member shall be in the same amount as the Capital Account of the Member (or portion thereof) to which such Substituted Member succeeds succeeds, at the time such Substituted Member is admitted to as a Member of the CompanyHoldings LLC. The Capital Account of any Member whose interest in the Company Holdings LLC shall be increased or decreased by means of (a) the Transfer transfer to it of all or part of the Units of another Member or (b) the repurchase or forfeiture of Units pursuant to any Equity Agreement as contemplated in Section 9.11 and Section 9.2 shall be appropriately adjusted to reflect such Transfer transfer or repurchase. Any reference in this Agreement to a Capital Contribution of or Distribution to a Member that has succeeded any other Member shall include any Capital Contributions or Distributions previously made by or to the former Member on account of the Units of such former Member Transferred transferred to such Member.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Pathology Solutions, LLC)

Transfer of Capital Accounts. The original Capital Account established for each Substituted transferee Member shall be in the same amount as the Capital Account of the Member (or portion thereof) to which such Substituted transferee Member succeeds succeeds, at the time such Substituted transferee Member is admitted to as a Member acquires any Units of the CompanyMember to which such transferee Member succeeds in accordance with Article 12. The Capital Account of any Member whose interest in the Company shall be increased or decreased by means of (ai) the Transfer transfer to it such Member of all or part of the Units of another Member or (bii) the repurchase or forfeiture of Units pursuant to or any Equity Agreement other Units shall be appropriately adjusted to reflect such Transfer transfer or repurchase. Any reference in this Agreement to a Capital Contribution of or Distribution to a Member that has succeeded any other Member as a transferee shall include any Capital Contributions or Distributions previously made by or to the former Member on account of the Units of such former Member Transferred transferred to such Member.

Appears in 1 contract

Samples: Operating Agreement (Gse Systems Inc)

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