Married Members Whose Sample Clauses

Married Members Whose. Spouses Do Not Sign This Agreement 28 Section 8.3 A Member May Not Unilaterally Dissociate: Act Section 29‐3601 29 Section 8.4 Events that Cause a Member’s Dissociation: Act Section 29‐3602 29 Section 8.5 Effect of a Member’s Dissociation: Act Section 29‐3603 31 Section 8.6 Company Records 32 Section 8.7 Priority and Return of Capital 32 Section 8.8 Tax Matters 32 Section 8.9 Other Instruments 32 Section 8.10 Confidentiality 33 Section 8.11 Maintenance of Subchapter S Status 34 Section 8.12 Falsification of the Articles of Organization 34 Section 8.13 Liability for Filing a False Document with the Arizona Corporation Commission: Act Section 20‐3205 35 Section 8.14 Transactions Between a Member and the Company 36 Section 8.15 Guaranties 36 Section 8.16 Consequences of the Company or a Member Getting a Judgment Against a Member 37 Section 8.17 Theft or Embezzlement 38 Section 8.18 Expulsion of a Member 38 Section 8.19 Company’s Purchase Option 39 Section 8.20 Payment Terms 40 Section 8.21 Sale of Company’s Real Property 40 Section 9.1 Definitions 41 Section 9.2 Preemptive Rights 41 Section 9.3 Requirement for a New Member 42 Section 9.4 Prohibition on Transfer of a Member's Membership Interest 42 Section 9.5 Transfers of Membership Interests Without Consent 42 Section 9.6 Transfer of a Membership Interest on Death of a Member by a Transfer of Membership Interest Testament 43
View SourceView Similar (3)
Married Members Whose. Spouses Do Not Sign This Agreement 21 Section 6.3 No Right to Unilaterally Withdraw 21 Section 6.4 Company Records 22 Section 6.5 Priority and Return of Capital 22 Section 6.6 Tax Matters 22 Section 6.7 Other Instruments 22 Section 6.8 Confidentiality 22 Section 6.9 Transactions Between a Member and the Company 23 Section 6.10 Guaranties 23 Section 6.11 Springing Member 24 Section 6.12 Intellectual Property Rights 24 Section 7.1 New Members 26 Section 7.2 Transfers of Interests Without Consent 26 Section 7.3 Transfer of a Member's Membership Interest 26
View Source
Married Members Whose. Spouses Do Not Sign This Agreement 14
View Source

Related to Married Members Whose

  • 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 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.

  • DISTRIBUTION OF DISSOCIATING MEMBERS INTEREST Upon determination of the dissociating Members’ interest value, the value will be a debt of the Company. The dissociating Member will only be able to demand payment of this debt at dissolution of the Company or by the following method: (a) The Company will make timely payments. (b) The Company will only be required to make payments towards dissociating Member’s debt if the Company is profitable and passes income to current Members. (c) The Company must make a debt payment to the dissociating Member if the Company’s income surpassed 50% of the total determined value of the dissociating Members’ interest in a taxable year. (Example: If dissociating Members’ value was $100,000 and current Member(s) received over $50,000 taxable income in the taxable year, the Company would owe a debt payment to dissociating Member. If current Member(s) only received $40,000 in passed income, there would be no payment due.) (d) The debt payment must be at least 10% of the value of the passed income to current Members. (e) The company must make payment to dissociating Member within sixty (60) days of the end of the Company’s taxable year. (f) The payment schedule will continue until the dissociating Member’s debt is paid. (g) If the Company dissolves, the dissociating Member will be a regular creditor and payment will follow Section ▇▇-▇▇-▇▇▇ of the Act. (h) The dissociating Member’s membership interest as assigned to current Members shall NOT accrue interest. (i) The Company may pay the amount owed to the dissociating Member at any time.

  • 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.

  • Member's Capital Accounts A Capital Account for the Member shall be maintained by the Company. The Member's Capital Account shall reflect the Member’s capital contributions and increases for any net income or gain of the Company. The Member’s Capital Account shall also reflect decreases for distributions made to the Member and the Member’s share of any losses and deductions of the Company.