Rights as Objecting Member Sample Clauses

Rights as Objecting Member. No Member and no Holder of an LLC Interest shall be entitled to exercise any of the rights of an objecting stockholder provided for under Subchapter 9, Section 262 of the Delaware General Corporation Law or any successor statute in connection with a merger of the Company.
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Rights as Objecting Member. No Member and no Holder of a Membership Interest shall be entitled to exercise any of the rights of an objecting stockholder provided for under Title 3, Subtitle 2 of the MGCL or any successor statute in connection with a merger or a conversion of the Company.
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Related to Rights as Objecting Member

  • 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.

  • Deadlock Unless otherwise expressly set forth herein, in the event the Members are unable to reach agreement on or make a decision with respect to any matter on which the Members are entitled to vote, the matter shall be subject to the Internal Dispute Resolution Procedure described in Article 13 hereof.

  • Major Decisions Notwithstanding any other provisions of this Agreement, the Company and/or the Managing Member may not, without the approval of the Non-Managing Member of the Company take any of the following actions or cause Mezz LLC or Property Owner to take any of the following actions (each, a “Major Decision”): (i) borrow money (whether on a secured or unsecured basis, and whether senior, on par or subordinate to the Loans, but excluding trade debt or amend the terms and conditions of any financing of the Company or any of its Subsidiaries, including the Loans, in any material respect or make elections with respect to interest periods, interest rates or other material provisions under any such financing; (ii) lend money (whether on a secured or unsecured basis, but excluding trade debt); (iii) grant any mortgage, security interest or any other lien on any Property or any other assets of the Company or any of its Subsidiaries;; (iv) subject all or any part of any Property to a condominium statute or convert any Property to condominium or cooperative form of ownership; (v) except as otherwise provided herein, sell all or any portion of any Property; (vi) seek or consent to any change in the zoning or other land use regulations affecting any Property or any permits or approvals granted thereunder if such change will materially adversely affect the value of the Property or the rights, interests or obligations of the parties under this Agreement; (vii) rebuild or reconstruct the improvements on the Property if they are substantially damaged by a fire or other casualty, except to the extent the Company or any of its Subsidiaries is required to do so pursuant to the Loan Documents or except to the extent that the cost to rebuild or reconstruct the improvements is less than $1,000,000; (viii) acquire any real property (other than the Property), any direct or indirect interest in real property, or any interest in any Person other than the Subsidiaries; (ix) adopt the annual operating budget of the Company and its Subsidiaries, which must be submitted to the Non-Managing Member for its Approval by November 30 of the preceding year (each such annual budget, as Approved, an “Approved Budget”); (x) incur any single capital expenditure in excess of $50,000, other than capital expenditures which are (i) set forth in an Approved Budget, or (ii) otherwise specifically Approved by the Non-Managing Member; (xi) assign, transfer, pledge, compromise or release any of the claims of or debts or insurance or condemnation proceeds due the Company exceeding $50,000 except in connection with the receipt by the Company of payment in full of such claims or debts; (xii) enter into any lease for a portion of the Property in excess of 25,000 square feet; (xiii) change the Company’s or any Subsidiaries’ accounting method, either for financial or tax reporting purposes or otherwise; (xiv) dissolve the Company or any Subsidiary; (xv) effect any merger, consolidation or restructuring of the Company or any Subsidiary; (xvi) purchase or redeem all or any portion of the limited liability company interest of any Member in the Company, except as provided herein with respect to permitted transfers; (xvii) form, directly or indirectly, any subsidiary other than the Subsidiaries; (xviii) other than in connection with the Loans, sell, assign, transfer, pledge, hypothecate or otherwise dispose of or encumber all or any portion of any of the Company’s interest in any Subsidiary or permit any Subsidiary to sell, assign, transfer, pledge, hypothecate or otherwise dispose of or encumber all or any portion of its assets or cause or permit any additional equity interests to be issued by or new members to be admitted to any Subsidiary; (xix) amend or otherwise modify any of the organizational documents of the Company or any Subsidiary in any material respect or take any action which would result in the Company not being able to manage or exercise control over any Subsidiary; (xx) enter into or conduct any business or operations other than in connection with the business of the Company as contemplated by Section 7 hereof or otherwise herein, or take any action which would cause the Company or any Subsidiary to cease being a “special purpose” entity as provided in Section 9(d) above; (xxi) employ any Member or any Affiliate of any Member on behalf of the Company or any Subsidiary or otherwise deal with the Company or any Subsidiary (whether as a buyer, seller, lessor, lessee, manager, broker, agent, furnisher of services, lender or otherwise) and pay to or receive from the Company, its Subsidiaries, any Member and any of their Affiliates any compensation, price, fee, commission or other payment therefore, except as contemplated by this Agreement or as set forth on Schedule D hereto; (xxii) employ any accountants for the Company or any attorneys for the Company (except that the Members specifically approve ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ LLP and Cozen ▇’▇▇▇▇▇▇ being retained as attorneys for the Company and Amper, Politziner, ▇▇▇▇▇▇ and/or ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Group being retained as accountants for the Company); (xxiii) settle any casualty loss (except to the extent fully covered by insurance less any deductible) or condemnation claim in excess of $250,000; (xxiv) settle any material litigation or threatened litigation, including without limitation that certain litigation regarding the sub-leasehold interest in the Property; (xxv) enter into any material contract or amendment; (xxvi) issue additional equity interests in itself or any Subsidiary; and (xxvii) take any other actions which, pursuant to the terms of this Agreement, require Approval of all of the Members.

  • Religious Objection Any employee who is a member of and adheres to established and traditional tenets or teachings of a bona fide religion, body, or sect which has historically held conscientious objections to joining or financially supporting labor organizations shall not be required to join or financially support the Union as a condition of employment. Such an employee shall, in lieu of dues and fees, pay sums equal to such dues and fees to a non-religious charitable fund. These religious objections and decisions as to which fund will be used must be documented and declared in writing to the Union. Any employee exercising their right of religious objection must provide the Union with a receipt of payment to an appropriate charity on a monthly basis.

  • 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.