Unadmitted Assignee definition
Examples of Unadmitted Assignee in a sentence
For purposes of the allocations and distributions in this Article IV, the term “Member” shall include any Unadmitted Assignee.
Any distribution by the Company to the Person shown on the Company’s records as a Member or to its legal representatives, an assignee of the right to receive distributions as provided herein, or an Unadmitted Assignee shall acquit the Company and the Members of all liability to any other Person who may be interested in such distribution by reason of assignment or Transfer of a Member’s Units for any reason.
To the fullest extent permitted by the Act, in no case shall an Unadmitted Assignee (a) have a right to any information or accounting of the affairs of the Company, (b) be entitled to inspect the books or records of the Company, or (c) have any other rights of a member under the Act or a Member under this Agreement, including the right to vote such Unadmitted Assignee’s Units.
Successor of Withdrawn Member Continues as Unadmitted Assignee 8-21 Form 8-19.
Successor of Withdrawn Member Continues as Unadmitted Assignee 8-20 Form 8-19.
Further, except for any transactions permitted by clause (iii) or (iv) of Section 8.1(b) or Article XI, any transaction resulting in the Units being held by a Person that is not then a direct or indirect wholly-owned Subsidiary of Valero Parent or Darling Parent shall be deemed a material breach of this Agreement by the Member that held such Units prior to such transaction and such Person acquiring such Units shall be deemed an Unadmitted Assignee for purposes of this Agreement.
Each Member or Unadmitted Assignee owns that number of Units as appears next to its name on Schedule A hereto, as the same may be amended or restated from time to time.
Successor of Withdrawn Member Continues as Unadmitted Assignee; No Right to Fair Value 8-16 Form 8-11.
For purposes of the obligation to make Required Additional Capital Contributions and the obligation to make Requested Additional Capital Contributions in this Section 3.2, the term “Member” shall include any Unadmitted Assignee.
In the event of any Transfer in contravention of this Agreement, the purported Transferee shall be an Unadmitted Assignee as contemplated in Section 3.4(b).