Admission of Additional Members; Non-Member Transferees Sample Clauses

Admission of Additional Members; Non-Member Transferees. (a) One or more additional members of the Company may be admitted to the Company, and additional Units authorized for issuance, upon the affirmative vote of the Board. (b) Any Person who is not otherwise a Member, but who acquires Interests in a transfer permitted under this Agreement, or otherwise acquires Interests in any manner (a “Non- Member Transferee”), shall not become a Member unless and until: (i) the Non-Member Transferee shall have executed a written agreement, in form and substance reasonably satisfactory to the Company, to assume all of the duties and obligations of the transferor Member under this Agreement and to be bound by and subject to all of the terms and conditions of this Agreement; and (ii) the transferor Member and the Non-Member Transferee shall have executed a written agreement, in form and substance reasonably satisfactory to the Board, to indemnify and hold the Company, the Managers, the Officers and the other Members harmless from and against all liabilities, losses, costs and expenses arising out of the Transfer, including, without limitation, any liability arising by reason of the violation of any securities laws of the United States, any State of the United States, or any foreign country. (c) Any purported transfer of Interests not expressly permitted by this Section 3.7 or any other provision of this Agreement shall be null and void ab initio and of no effect whatsoever, provided that: (i) if a court of competent jurisdiction issues a final judgment that is non-appealable requiring the Company to recognize such Transfer; or (ii) if the Company in its sole discretion elects to recognize such Transfer, the transferee shall have only the rights of a Non- Member Transferee, as set forth in Section 3.7(c) above. (d) Upon the admission of additional Members and/or the issuance of any additional Units or New Securities, the Percentage Interests and Capital Transaction Percentages of the Members shall be adjusted by the Board to reflect the effect of such actions on the capital structure of the Company.
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Related to Admission of Additional Members; Non-Member Transferees

  • Admission of Additional Members One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

  • Additional Members One or more additional members may be admitted to the Company with the consent of the Member. Prior to the admission of any such additional members to the Company, the Member shall amend this Agreement to make such changes as the Member shall determine to reflect the fact that the Company shall have such additional members. Each additional member shall execute and deliver a supplement or counterpart to this Agreement, as necessary.

  • Admission of Additional Partners After the Private Placement of the Units of Limited Partnership Interest has been terminated by the General Partner, no additional General Partner will be admitted to the Partnership except as described in Paragraph 17(c). The General Partner may take such actions as may be necessary or appropriate at any time to offer new Units or partial Units of Limited Partnership Interest and to admit new or substituted Limited Partners to the Partnership. All subscribers who have been accepted by the General Partner shall be deemed admitted as Limited Partners at the time they are reflected as such in the books and records of the Partnership.

  • Substitute Members No Member shall have the right to substitute a transferee of all or any part of such Member’s Units in its place, except as provided in this Article 11. Any such transferee of Unit(s) (whether pursuant to a voluntary or involuntary Transfer) shall be admitted to the Company as a Substitute Member only (i) with the consent of the Manager granted at its sole discretion, (ii) by satisfying the requirements of this Article 11, and (iii) upon the receipt of all necessary consents of governmental and regulatory authorities. Persons who become Substitute Members pursuant to Article 11.5 need not comply with clause (i) of the preceding sentence. Each transferee of all or part of a Member's Membership Units, as a condition to its admission as a Substitute Member, shall execute and acknowledge such instruments, in form and substance satisfactory to the Manager, as the Manager reasonably deems necessary or desirable to effectuate such admission and to confirm the agreement of such person to be bound by all the terms and provisions of this Agreement with respect to the Membership Units acquired. All reasonable expenses, including attorneys’ fees, incurred by the Company in this connection shall be borne by such person.

  • 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.