Springing Member Sample Clauses

A Springing Member clause designates an individual or entity who will automatically become a member of a company or LLC under certain triggering events, such as the resignation, death, or removal of an existing member. This clause typically outlines the specific conditions under which the Springing Member's rights and responsibilities are activated, ensuring continuity in the company's management or ownership structure. Its core function is to prevent operational disruptions by ensuring there is always at least one member in the company, thereby maintaining its legal existence and compliance with statutory requirements.
POPULAR SAMPLE Copied 24 times
Springing Member. As long as any Obligation is outstanding, the Member shall cause the Company at all times to have at least one Springing Member who shall become a member having 0% economic interest in the Company upon the occurrence of the events specified in Section 5(b). Upon the occurrence of any such event, the personal representative (as defined in the Act) of the Member (which shall be Ventas, Inc. so long as Ventas, Inc. retains all of the common stock of the Member) shall automatically be entitled to the distributions to which the Member was entitled hereunder and any other right conferred thereupon by the Act or this Agreement. All right, power and authority of the Springing Member shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement. The initial Springing Member shall be ▇▇▇▇▇▇ ▇▇▇▇▇▇▇.
View SourceView Similar (2)
Springing Member. With respect to any Borrower or any SPE Entity that is a single member Delaware limited liability company, a Person who is not a member of such Borrower or SPE Entity but who has signed the Entity Agreement of such Borrower or SPE Entity in order that, upon the conditions set forth in such Entity Agreement, such Person can become a Special Member without any delay in order that at all times such Borrower or SPE Entity shall have at least one member. Stabilized Property. A completed project on which all improvements related to the development of such Real Estate have been substantially completed (excluding tenant/licensee improvements) for eighteen (18) months, or which has a capitalized value determined in accordance with GAAP that exceeds its book value determined in accordance with GAAP, shall constitute a Stabilized Property. Additionally, Borrowers may elect to designate a project as a Stabilized Property as provided for in the definition of Development Property. Once a project becomes a Stabilized Property under this Agreement, it shall remain a Stabilized Property. State. A state of the United States of America and the District of Columbia.
View Source
Springing Member. The Springing Member of the Series shall be .
View Source
Springing Member. Borrower shall provide written notice to ▇▇▇▇▇▇ Mae promptly of any change in a Borrower’s springing member.
View Source
Springing Member. (a) Upon the occurrence of any event that causes the Members to cease to be Members of the Company other than (a) an assignment by the Members of all of their Membership Interest in the Company and the admission of a transferee pursuant to Article XIII, or (b) the resignation of Members and the admission of replacement Members of the Company pursuant to Article XIII, the Independent Manager shall, without any action of any Person and simultaneously with the Member ceasing to be a Member of the Company, automatically be admitted to the Company as a Springing Member and shall continue the Company without dissolution. No Springing Member may resign from the Company or transfer its rights as Springing Member unless a successor Springing Member has been admitted to the Company as Springing Member by executing a counterpart to this Agreement; provided, however, the Springing Member shall automatically cease to be a Member of the Company upon the admission to the Company of a substitute Member, appointed by the personal representative of the Person that had been the last remaining Member. (b) A Springing Member shall only have the rights and duties expressly set forth in this Agreement and shall be a Member of the Company that has no interest in the Net Profits, Net Losses, and capital of the Company, or any right to receive any distribution of Company assets. A Springing Member shall not be required to make any Capital Contributions to the Company. Except as required by any mandatory provision of the Act, or otherwise provided in this Agreement in regards to the rights and obligations of an Independent Manager, a Springing Member, in its capacity as a Springing Member, shall have the right to vote on, approve, or otherwise consent to any action by, or matter relating to, an action authorized to be taken by the Members. Each Person acting as a Springing Member shall execute a counterpart to this Agreement. The initial Springing Member shall be as set forth on Exhibit A.
View Source

Related to Springing Member

  • Managing Member Unless otherwise expressly provided in this Agreement, the Managing Member or any of its Affiliates who hold any Interests shall not be entitled to vote in its capacity as holder of such Interests on matters submitted to the Members for approval, and no such Interests shall be deemed Outstanding for purposes of any such vote.

  • Multi-Member The Members, or their designees, shall maintain complete and accurate records and books of the Company’s transactions in accordance with generally accepted accounting principles. The Company shall furnish each Member, within seventy-five days after the end of each fiscal year, an annual report of the Company including a balance sheet, a profit and loss statement a capital account statement; and the amount of such Member’s share of the Company’s income, gain, losses, deductions and other relevant items for federal income tax purposes. The Company shall prepare all Federal, State and local income tax and information returns for the Company, and shall cause such tax and information returns to be timely filed. Within seventy-five days after the end of each fiscal year, the Company shall forward to each person who was a Member during the preceding fiscal year a true copy of the Company’s information return filed with the Internal Revenue Service for the preceding fiscal year. All elections required or permitted to be made by the Company under the Internal Revenue Code, and the designation of a tax matters partner pursuant to Section 6231(a)(7) of the Internal Revenue Code for all purposes permitted or required by the Code, shall be made by the Company by the affirmative vote or consent of Members holding a majority of the Members’ Percentage Interests. Upon request, the Company shall furnish to each Member, a current list of the names and addresses of all of the Members of the Company, and any other persons or entities having any financial interest in the Company.

  • Initial Member (a) The name, address and initial Membership Interest of the initial Member is as follows: BR C▇▇▇▇▇▇ DFW Portfolio JV, LLC 100% c/o Bluerock Real Estate, L.L.C. 7▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ (b) The Member was admitted to the Company as a member of the Company upon its execution of a counterpart signature page to this Agreement.

  • Limited Partner The name and address of the New Limited Partner of the Partnership is ▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇. The names and addresses of any other Limited Partners shall be set forth on Exhibit B, as amended from time to time, attached hereto and incorporated herein by this reference. The Partnership Interest of a Limited Partner shall be referred to herein as a “Limited Partnership Interest.”

  • Single Member The Member (including, for purposes of this Section, any estate, heir, personal representative, receiver, trustee, successor, assignee and/or transferee of the Member) shall not be liable, responsible or accountable, in damages or otherwise, to the Company or any other person for: (i) any act performed, or the omission to perform any act, within the scope of the power and authority conferred on the Member by this agreement and/or by the Statutes except by reason of acts or omissions found by a court of competent jurisdiction upon entry of a final judgment rendered and un-appealable or not timely appealed (“Judicially Determined”) to constitute fraud, gross negligence, recklessness or intentional misconduct; (ii) the termination of the Company and this Agreement pursuant to the terms hereof; (iii) the performance by the Member of, or the omission by the Member to perform, any act which the Member reasonably believed to be consistent with the advice of attorneys, accountants or other professional advisers to the Company with respect to matters relating to the Company, including actions or omissions determined to constitute violations of law but which were not undertaken in bad faith; or (iv) the conduct of any person selected or engaged by the Member. The Company, its receivers, trustees, successors, assignees and/or transferees shall indemnify, defend and hold the Member harmless from and against any and all liabilities, damages, losses, costs and expenses of any nature whatsoever, known or unknown, liquidated or unliquidated, that are incurred by the Member (including amounts paid in satisfaction of judgments, in settlement of any action, suit, demand, investigation, claim or proceeding (“Claim”), as fines or penalties) and from and against all legal or other such costs as well as the expenses of investigating or defending against any Claim or threatened or anticipated Claim arising out of, connected with or relating to this Agreement, the Company or its business affairs in any way; provided, that the conduct of the Member which gave rise to the action against the Member is indemnifiable under the standards set forth herein. Upon application, the Member shall be entitled to receive advances to cover the costs of defending or settling any Claim or any threatened or anticipated Claim against the Member that may be subject to indemnification hereunder upon receipt by the Company of any undertaking by or on behalf of the Member to repay such advances to the Company, without interest, if the Member is Judicially Determined not to be entitled to indemnification as set forth herein. All rights of the Member to indemnification under this Agreement shall (i) be cumulative of, and in addition to, any right to which the Member may be entitled to by contract or as a matter of law or equity, and (ii) survive the dissolution, liquidation or termination of the Company as well as the death, removal, incompetency or insolvency of the Member. The termination of any Claim or threatened Claim against the Member by judgment, order, settlement or upon a plea of nolo contendere or its equivalent shall not, of itself, cause the Member not to be entitled to indemnification as provided herein unless and until Judicially Determined to not be so entitled.