Status of Members Sample Clauses
The 'Status of Members' clause defines the legal standing and rights of individuals or entities designated as members within an organization or agreement. It typically outlines whether members have voting rights, their obligations, and any limitations on their authority or participation in management. For example, it may clarify if members are considered owners, have liability protection, or are entitled to distributions. This clause ensures clarity regarding the role and responsibilities of members, helping to prevent disputes and misunderstandings about their position within the organization.
Status of Members. SECTION 3.1 No Member will be bound by, or be personally liable for, the expenses, liabilities or obligations of the Company.
SECTION 3.2 No Member will be entitled to withdraw any part of his Capital Account or to receive any distribution from the Company except as expressly provided in this Agreement.
SECTION 3.3 No Member will have the right to require partition of the property or to compel any sale or appraisal of the Company’s assets or any sale of a deceased Member’s interest in the Company’s assets, notwithstanding any provision of law to the contrary.
Status of Members. Notwithstanding anything to the contrary contained in Section 18-304 of the Act, no Member and no Special Member shall cease to be a member of the Company upon the happening of any of the following events (each such event referred to as “Bankruptcy”):
(1) the Members or Special Member makes an assignment for the benefit of creditors;
(2) the Member or Special Member files a voluntary petition in bankruptcy;
(3) the Member or Special Member is adjudged a bankrupt or insolvent, or has entered against it an order for relief, in any bankruptcy or insolvency proceeding;
(4) the Member or Special Member files a petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, liquidation or similar relief under any statute, law or regulations;
(5) the Member or Special Member files an answer or other pleading admitting or failing to contest the material allegation of a petition filed against it in any proceeding of the nature described in the preceding paragraphs;
(6) the Member or Special Member seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the Member or Special Member or of all or any substantial part of its properties; or
(7) (i) after 120 days after the commencement of any proceeding against the Member or Special Member seeking the reorganization, arrangement, composition, readjustment, liquidation or similar relief under any statute, law or regulation, the proceeding has not been dismissed, (ii) if within 90 days after the appointment without its consent or acquiescence of a trustee, receiver or liquidator of the Member or Special Member or of all or any substantial part of its properties, the appointment is not vacated or stayed, or (iii) within 90 days after the expiration of any such stay, the appointment is not vacated.
Status of Members. Upon the Effective Date the Members shall constitute all of the members of the Company.
Status of Members. The Initial Members and any additional or substituted Members shall be "members" of the Company, as that term is used in the Act, subject to the terms and provisions of this Agreement. The Managing Members shall have authority as specified herein.
Status of Members. The Members shall not be managers of the Company for purposes of the Delaware Act by virtue of their status as Members.
Status of Members. No Member shall have any personal liability whatever, whether to the Company, to any of the Members or to the creditors of the Company, for the debts of the Company or any of its losses beyond the amount agreed to be contributed by it to the capital of the Company as set forth in Section 7.1 except to the extent required by the Act. No Member shall be obligated to restore any deficit in its Capital Account upon the liquidation of the Company or its Membership Interest.
Status of Members. INDEMNIFICATION 10 Section 6.1 Role of Non-Managing Members. 10 Section 6.2 Liability of Members. 10 Section 6.3 Bankruptcy of Member 10 Section 6.4 Relationship of Members 10 Section 6.5 Other Activities; Affiliates; Non-Compete 11 Section 6.6 Indemnification 12 Section 6.7 Right of First Offer 14 ARTICLE VII. TRANSFER OF MEMBERSHIP INTERESTS 15 Section 7.1 General 15 Section 7.2 Permitted Transferees. 15 Section 7.3 Right of First Refusal 15 Section 7.4 Effect of Assignment. 16
Status of Members. No Member will be bound by, or be personally liable for, the expenses, liabilities or obligations of the Company.
Status of Members. 4 4.2.1. LIMITED LIABILITY........................................4 4.2.2. ROLE OF MEMBER...........................................4 4.2.3. DEATH OF MEMBER..........................................4
Status of Members. 13 ARTICLE XIV