Common use of Vehicle Members Clause in Contracts

Vehicle Members. A Vehicle Member may, with the express consent of the Managing Member (but not otherwise), be admitted to the Company and hold an Interest in the Company for the benefit of a Person who would otherwise be eligible to be an Individual Member (the “Designated Employee”) or any of the Designated Employee’s immediate family members, heirs and legatees; provided that such Designated Employee shall retain all voting rights with respect to such Interest. A Vehicle Member may also hold two or more separate Interests, in which case such Interests shall be identified as separate Interests on the books and records of the Company, and separate sub-accounts shall be established in respect thereof, and the provisions of this Agreement shall be applied as if each such Interest were held by a separate Individual Member. The provisions of this Agreement shall be interpreted and applied to the extent necessary, as determined in good faith by the Managing Member, so as to have substantive application to the Vehicle Member as if the Vehicle Member were a full participant of an Interest held by the Designated Employee, including without limitation in the operation of Section 5.1 (Participation in Carried Interest Proceeds), Section 5.2 (Reduction of Participation Upon Becoming a Non-Continuing Member), Section 7.3 (Company Clawback) and Schedule I (Terms Applicable to Non-Continuing Members). The Designated Employee shall be deemed to have agreed to be jointly and severally liable with the Vehicle Member for the obligations of such Vehicle Member with respect to the Interest held by such Vehicle Member, and all obligations of such Designated Employee and such Vehicle Member (and all remedies for breach of such obligations) shall apply on a joint and several basis. If there are multiple Vehicle Members with respect to a Designated Employee, those Vehicle Members shall be deemed to have agreed to be jointly and severally liable with such Designated Employee for all obligations with respect to the Interests held by the Designated Employee and all of such Designated Employee’s Vehicle Members. Article XCVII

Vehicle Members. A Vehicle Member may, with the express consent of the Managing Member (but not otherwise), be admitted to the Company and hold an Interest in the Company for the benefit of a Person who would otherwise be eligible to be an Individual Member (the “Designated Employee”) or any of the Designated Employee’s immediate family members, heirs and legatees; provided that such Designated Employee shall retain all voting rights with respect to such Interest. A Vehicle Member may also hold two or more separate Interests, in which case such Interests shall be identified as separate Interests on the books and records of the Company, and separate sub-accounts shall be established in respect thereof, and the provisions of this Agreement shall be applied as if each such Interest were held by a separate Individual Member. The provisions of this Agreement shall be interpreted and applied to the extent necessary, as determined in good faith by the Managing Member, so as to have substantive application to the Vehicle Member as if the Vehicle Member were a full participant of an Interest held by the Designated Employee, including without limitation in the operation of Section 5.1 (Participation in Carried Interest Proceeds), Section 5.2 (Reduction of Participation Upon Becoming a Non-Continuing Member), Section 7.3 (Company Clawback) and Schedule I (Terms Applicable to Non-Continuing Members). The Designated Employee shall be deemed to have agreed to be jointly and severally liable with the Vehicle Member for the obligations of such Vehicle Member with respect to the Interest held by such Vehicle Member, and all obligations of such Designated Employee and such Vehicle Member (and all remedies for breach of such obligations) shall apply on a joint and several basis. If there are multiple Vehicle Members with respect to a Designated Employee, those Vehicle Members shall be deemed to have agreed to be jointly and severally liable with such Designated Employee for all obligations with respect to the Interests held by the Designated Employee and all of such Designated Employee’s Vehicle Members. Article XCVIIXIX

Vehicle Members. A Vehicle Member may, with the express consent of the Managing Member (but not otherwise), be admitted to the Company and hold an Interest in the Company for the benefit of a Person who would otherwise be eligible to be an Individual Member (the “Designated Employee”) or any of the Designated Employee’s immediate family members, heirs and legatees; provided that such Designated Employee shall retain all voting rights with respect to such Interest. A Vehicle Member may also hold two or more separate Interests, in which case such Interests shall be identified as separate Interests on the books and records of the Company, and separate sub-accounts shall be established in respect thereof, and the provisions of this Agreement shall be applied as if each such Interest were held by a separate Individual Member. The provisions of this Agreement shall be interpreted and applied to the extent necessary, as determined in good faith by the Managing Member, so as to have substantive application to the Vehicle Member as if the Vehicle Member were a full participant of an Interest held by the Designated Employee, including without limitation in the operation of Section 5.1 (Participation in Carried Interest Proceeds), Section 5.2 (Reduction of Participation Upon Becoming a Non-Continuing Member), Section 7.3 (Company Clawback) and Schedule I (Terms Applicable to Non-Continuing Members). The Designated Employee shall be deemed to have agreed to be jointly and severally liable with the Vehicle Member for the obligations of such Vehicle Member with respect to the Interest held by such Vehicle Member, and all obligations of such Designated Employee and such Vehicle Member (and all remedies for breach of such obligations) shall apply on a joint and several basis. If there are multiple Vehicle Members with respect to a Designated Employee, those Vehicle Members shall be deemed to have agreed to be jointly and severally liable with such Designated Employee for all obligations with respect to the Interests held by the Designated Employee and all of such Designated Employee’s Vehicle Members. Article XCVIILXXI

Vehicle Members. A Vehicle Member may, with the express consent of the Managing Member (but not otherwise), be admitted to the Company and hold an Interest in the Company for the benefit of a Person who would otherwise be eligible to be an Individual Member (the “Designated Employee”) or any of the Designated Employee’s immediate family members, heirs and legatees; provided that such Designated Employee shall retain all voting rights with respect to such Interest. A Vehicle Member may also hold two or more separate Interests, in which case such Interests shall be identified as separate Interests on the books and records of the Company, and separate sub-accounts shall be established in respect thereof, and the provisions of this Agreement shall be applied as if each such Interest were held by a separate Individual Member. The provisions of this Agreement shall be interpreted and applied to the extent necessary, as determined in good faith by the Managing Member, so as to have substantive application to the Vehicle Member as if the Vehicle Member were a full participant of an Interest held by the Designated Employee, including without limitation in the operation of Section 5.1 (Participation in Carried Interest Proceeds), Section 5.2 (Reduction of Participation Upon Becoming a Non-Continuing Member), Section 7.3 (Company Clawback) and Schedule I (Terms Applicable to Non-Continuing Members). The Designated Employee shall be deemed to have agreed to be jointly and severally liable with the Vehicle Member for the obligations of such Vehicle Member with respect to the Interest held by such Vehicle Member, and all obligations of such Designated Employee and such Vehicle Member (and all remedies for breach of such obligations) shall apply on a joint and several basis. If there are multiple Vehicle Members with respect to a Designated Employee, those Vehicle Members shall be deemed to have agreed to be jointly and severally liable with such Designated Employee for all obligations with respect to the Interests held by the Designated Employee and all of such Designated Employee’s Vehicle Members. Article XCVIIXLV