1Members Sample Clauses
The 'Members' clause defines who the members of an organization, company, or group are for the purposes of the agreement. It typically outlines the criteria for membership, such as eligibility requirements, admission procedures, and the rights or obligations associated with being a member. For example, it may specify that only individuals who meet certain qualifications or pay dues can become members, and detail how membership can be terminated. This clause ensures clarity regarding who is recognized as a member, thereby establishing the scope of participation and governance within the entity.
1Members. The Consortium shall have a Managing Board. The Managing Board shall be made up of the Project Leader, the Coordinator, the Work Package Leaders, and a representative of the Project Management Office (the latter if established shall have no voting rights).
1Members. As of and subject to Completion, MeiraGTx shall hold such number of Shares constituting [***] of the entire issued share capital of the Company and Hologen shall hold the Sale Shares, constituting [***] of the entire issued share capital of the Company.
1Members. (a) In order for a Person to become a Member of the Company following the Effective Date or a Series Member of a Series following the establishment of such Series by a Series Designation, in consideration of becoming a Member or Series Member, as applicable, (i) such Person must acquire Unit(s) of the Company or a particular Series in accordance with the terms of this Agreement and/or the applicable Series Agreement (whether directly from the Company or such Series or by Transfer in accordance with this Agreement), (ii) such Person must agree to be bound by the terms of this Agreement and, if applicable, the applicable Series Agreement, by completing, signing, and delivering to the Manager a completed Joinder or other agreement, which may include a Subscription Agreement, in form satisfactory to the Manager, (iii) the Manager, in its sole and absolute discretion, must approve the admittance of such Person as a Member of the Company or a Series Member of the Series, as applicable, and (iv) such Person must be listed by the Manager on the books and records of the Company as a Member of the Company or a Series Member of the Series. If items (i), (ii), (iii), and (iv) above have not been satisfied with respect to a Person, such Person will not be deemed to be a Member or Series Member, as applicable, and will have no rights with respect to any Units of the Company or its Series.
(a) The Manager may withhold its consent to the admission of any Person as a Member or Series Member for any reason, including, without limitation, if it determines in its sole discretion that such admission could (i) result in there being 2,000 or more beneficial owners (as such term is used under the Exchange Act) or 500 or more beneficial owners that are not accredited investors (as defined under the Securities Act) of any Units of a Series, as specified in Section 12(g)(1)(A)(ii) of the Exchange Act, unless such Units have been registered under the Securities Act or the Company is otherwise an Exchange Act reporting company, (ii) cause such Person’s holdings to be in excess of the Aggregate Ownership Limit, (iii) adversely affect the Company or any Series or subject the Company, the Manager, any Series, or any of their respective Affiliates to any additional regulatory or governmental requirements or cause the Company to be disqualified as a limited liability company, or subject the Company, the Manager, any Series, or any of their respective Affiliates to any tax to which it would...
1Members. The name, address (including email address), Capital Contributions, Units and Ownership Percentage of each Member are set forth on Schedule I. Such schedule shall be amended from time to time to reflect the admission of new Members, Capital Contributions of the Members, and the Transfer of Units, each as permitted by the terms of this Agreement. Each update to Schedule I shall be dated as of the date of such update as follows: Schedule I. Each of the Members hereby (i) represents and warrants that it is a “United States
1Members. The Persons listed on Schedule I are the Members of the Company as of the Effective Date. Each such Member was admitted to the Company as a Member (or, in the case of any Person who was a Member before the Effective Date, continued to be a Member) upon such Person’s execution and delivery to the Company of this Agreement.
1Members. The names, addresses, Capital Contribution balances and Percentage Interests of each Member are set forth on Exhibit A attached hereto and incorporated herein. The Board, or any appropriate Officer of the Company, is hereby authorized and directed to complete, supplement, modify, correct or amend Exhibit A to reflect the creation or issuance of any Additional Units, the admission of any additional Members, the withdrawal of any Member, the change of address of any Member, the Capital Contributions of any Member, the Units held by any Member and other information called for by Exhibit A in conformity with this Agreement. Such completion, supplementation, modification, correction or amendment may be made from time to time as and when the Board or such Officer considers it appropriate in accordance with this Section 2.1.
1Members. The name, address and Common Interest Percentage (as hereinafter defined) of the Members are set forth on Schedule A hereto, which shall be amended from time to time to reflect additional capital contributions of Members or the Transfer (as hereinafter defined) of Common Interests (as hereinafter defined) of any Member.
1Members. The name, address (including email address), Capital Contributions, Units and Ownership Percentage of each Member are set forth on Schedule I. Such schedule shall be amended from time to time to reflect the admission of new Members, Capital Contributions of the Members, and the Transfer of Units, each as permitted by the terms of this Agreement. Each update to Schedule I shall be dated as of the date of such update as follows: Schedule I. Each of the Members hereby (i) represents and warrants that it is a “United States person” as defined in Section 7701(a)(30) of the Code and (ii) covenants that it shall take no action (or permit no action to be taken) that could result in such Member being other than, or being treated as other than, a “United States person” as defined in Section 7701(a)(30) of the Code.
1Members. As of and subject to Completion, Hologen shall be committed to execute the Subscription Agreement, in exchange for that number of Class B Shares constituting seventy percent (70%) of the entire issued share capital of the Company, and MeiraGTx shall be committed to execute the Subscription Agreement, in exchange for the number of Class A Shares constituting thirty percent (30%) of the entire issued share capital of the Company.
1Members. The Members of the Company are listed on Exhibit A, as amended from time to time.