Additional or Substituted Members Sample Clauses

The 'Additional or Substituted Members' clause defines the process by which new members may be added to, or existing members replaced within, a group, committee, or organization. Typically, this clause outlines the conditions under which such changes can occur, such as requiring approval from existing members or following a specified procedure. Its core function is to provide flexibility in membership composition, ensuring the group can adapt to changing needs or circumstances while maintaining clear governance over membership changes.
Additional or Substituted Members. If this Agreement shall be amended as a result of adding or substituting a Member, the amendment to this Agreement shall be signed by each Manager and by the Person to be added or substituted and by the assigning Member, if any. In making any amendments, the Board shall prepare and file (or cause to be prepared and filed) for recordation such documents and certificates as shall be required to be prepared and filed.
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Additional or Substituted Members. As a condition to the admission of any Person as an additional or substituted Member, the Person to be admitted shall execute and acknowledge such instruments, in form and substance reasonably satisfactory to the Management Committee, as the Management Committee may deem reasonably necessary or desirable to effectuate such admission and to confirm that such Person has agreed to be bound by all of the covenants, terms and conditions of this Agreement, as the same shall have been amended. Such Persons shall become Members on the last to occur of (a) their making contributions to the capital of the Company, to the extent required by the Management Committee; (b) their execution of the instruments described in the first sentence of this Section 8.5; (c) the approval of any other Person whose approval thereof may be necessary; (d) subject to Section 9.4, the making of all necessary amendments, modifications and restatements of this Agreement as the Management Committee may deem appropriate to reflect a change or modification of the Company or of the respective rights of the Members
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Additional or Substituted Members. Additional Members may be added, or substituted Members may be admitted, to the Company with the consent of the Manager.
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Additional or Substituted Members. (a) No Person shall be admitted to the Company as a Member other than in accordance with Article IX. (b) Unless admitted to the Company as a Member as provided in this Agreement, no Person (including an assignee of rights with respect to Membership Interests or a transferee of Membership Interests, whether voluntary, by operation of Law or otherwise) shall be, or shall be considered, a Member. The Company may elect to deal only with Persons validly admitted as Members (including their duly authorized representatives). Any distribution by the Company to the Person shown on the Company’s records as a Member or to its legal representatives shall relieve the Company of any and all liability to any Person who may have an interest in such distribution.
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Additional or Substituted Members. 68 8.6 Rights of First Offer and First Refusal Pre-Senior Debt Conversion Date................................................70 8.7 Right of First Offer Post-Senior Debt Conversion Date..........76 8.8 Take-Along Right of SM Acquisition.............................80 8.9 Tag-Along Rights...............................................80 8.10 Election to Adjust Tax Basis...................................81 8.11
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Additional or Substituted Members. No Transfer of any LLC Interests or portion thereof shall be effective unless and until the transferee is admitted as a Member of the Company pursuant to this Section 7.6. As a condition to the admission of any Person as an additional or substituted Member, this Agreement shall be amended, pursuant to Section 8.4, to admit such Person as such additional or substituted Member, and such Person shall execute and acknowledge such amendment to confirm that such Person has agreed to be bound by all of the covenants, terms and conditions of this Agreement, as amended. Such Persons shall become Members on the last to occur of (a) if applicable, their making contributions to the capital of the Company; (b) their execution of the amendment described in the second sentence of this Section 7.6; (c) the approval of or filing with any other Person which approval or filing is required; and (d) the making of all other necessary amendments, modifications and restatements of this Agreement as required to reflect a change or modification of the Company or of the respective rights of the Members hereunder (including such adjustment in LLC Interests and in Capital Accounts as may be required to admit a new Member and to reflect the issuance of a LLC Interest to a new Member); and thereupon such Persons shall be included in the definition of Members, and as parties to this Agreement, for all purposes of this Agreement. Anything herein to the contrary notwithstanding, the Company and the Executive Committee shall be entitled to treat the transferor of a LLC Interest as the absolute owner thereof in all respects, and shall incur no liability for distributions made in good faith to the transferor, until such time as a Transfer meeting all of the requirements of this Article VII has been made.
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Related to Additional or Substituted Members

  • 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.

  • Substituted Members Subject to the provisions of Article X hereof, in connection with the Permitted Transfer of a Unit hereunder, the Permitted Transferee shall become a Substituted Member on the effective date of such Transfer, which effective date shall not be earlier than the date of compliance with the conditions to such Transfer, and such admission shall be shown on the books and records of the Company, including the Schedule of Members.

  • Admission of Substituted Members As to Permitted Transfers, a transferee of Units shall be admitted as a substitute Member provided that such transferee has complied with the following provisions: (a) The transferee of Units shall, by written instrument in form and substance reasonably satisfactory to the Directors; (i) accept and adopt the terms and provisions of this Agreement, including this Section 9, and (ii) assume the obligations of the transferor Member under this Agreement with respect to the transferred Units. The transferor Member shall be released from all such assumed obligations except (x) those obligations or liabilities of the transferor Member arising out of a breach of this Agreement, (y) in the case of a Transfer to any Person other than a Member or any of its Affiliates, those obligations or liabilities of the transferor Member based on events occurring, arising or maturing prior to the date of Transfer, and (z) in the case of a Transfer to any of its Affiliates, any Capital Contribution or other financing obligation of the transferor Member under this Agreement; (b) The transferee pays or reimburses the Company for all reasonable legal, filing, and publication costs that the Company incurs in connection with the admission of the transferee as a Member with respect to the Transferred Units; and (c) Except in the case of a Transfer involuntarily by operation of law, if required by the Directors, the transferee (other than a transferee that was a Member prior to the Transfer) shall deliver to the Company evidence of the authority of such Person to become a Member and to be bound by all of the terms and conditions of this Agreement, and the transferee and transferor shall each execute and deliver such other instruments as the Directors reasonably deem necessary or appropriate to effect, and as a condition to, such Transfer.

  • Admission of Successor General Partner A successor General Partner approved pursuant to Section 11.1 or 11.2 or the transferee of or successor to all of the General Partner Interest pursuant to Section 4.6 who is proposed to be admitted as a successor General Partner shall be admitted to the Partnership as the General Partner, effective immediately prior to the withdrawal or removal of the predecessor or transferring General Partner, pursuant to Section 11.1 or 11.2 or the transfer of the General Partner Interest pursuant to Section 4.6, provided, however, that no such successor shall be admitted to the Partnership until compliance with the terms of Section 4.6 has occurred and such successor has executed and delivered such other documents or instruments as may be required to effect such admission. Any such successor shall, subject to the terms hereof, carry on the business of the members of the Partnership Group without dissolution.

  • Admission of Substitute Members If any Member Transfers such Member’s Interest to a transferee in accordance with Sections 6.01 or 6.02, then such transferee shall only be entitled to be admitted into the Company as a substitute Member if (i) the books and records of the Company are amended to reflect such admission; (ii) the Management Committee approves the admission of such transferee (but only in the event of a transfer in accordance with Section 6.01) and approves the form and content of the instrument of transfer; (iii) the transferor and transferee named therein execute and acknowledge such other instruments as the Management Committee may deem reasonably necessary to effectuate such admission; (iv) the transferee in writing accepts and adopts all of the terms and conditions of this Agreement, as the same may have been amended; and (v) the transferor pays, as the Management Committee may reasonably determine, all reasonable expenses incurred in connection with such admission, including, without limitation, legal fees and costs. In the event of a Transfer in part of a Member’s Interest under Section 6.02 and the admission of the transferee into the Company as a member, such transferee member shall be required to act together as one Person with the Person(s) holding the remainder of the entire Interest as of the date of this Agreement from whence such transferee member’s interest originally derived. To the fullest extent permitted by law, any transferee of an Interest who does not become a substituted Member shall have no right to require any information or account of the Company’s transactions, to inspect the Company books, or to vote on any of the matters as to which a Member would be entitled to vote under this Agreement. Any such transferee shall only be entitled to share, as an assignee, in such Net Profits and Net Losses, to receive such distributions, and to receive such allocations of income, gain, loss, deduction or credit or similar items to which the transferor was entitled, to the extent assigned. A Member that Transfers its Interest shall not cease to be a member of the Company until the admission of the transferee as a substituted member of the Company and, except as provided in the preceding sentence, shall continue to be entitled to exercise, and shall continue to be subject to, all of the rights, duties and obligations of such Member under this Agreement.