Additional Members. Subject to the provisions of Article X hereof, any Person that is not a Member as of the Effective Date may be admitted to the Company as an additional Member (any such Person, an “Additional Member”) only upon furnishing to the Manager (a) duly executed Joinder and counterparts to any applicable Other Agreements and (b) such other documents or instruments as may be reasonably necessary or appropriate to effect such Person’s admission as a Member (including entering into such documents as may reasonably be requested by the Manager). Such admission shall become effective on the date on which the Manager determines in its sole discretion that such conditions have been satisfied and when any such admission is shown on the books and records of the Company, including the Schedule of Members.
Appears in 25 contracts
Samples: Limited Liability Company Agreement (BRC Inc.), Limited Liability Company Agreement (Solo Brands, Inc.), Limited Liability Company Agreement (Ryan Specialty Group Holdings, Inc.)
Additional Members. Subject to the provisions of Article X hereof, any Person that is not a Member as of the Effective Date Time may be admitted to the Company as an additional Member (any such Person, an “Additional Member”) only upon furnishing to the Manager (a) duly executed Joinder and counterparts to any applicable Other Agreements and (b) such other documents or instruments as may be reasonably necessary or appropriate to effect such Person’s admission as a Member (including entering into such documents as may reasonably be requested by the Manager). Such admission shall become effective on the date on which the Manager determines in its sole discretion that such conditions have been satisfied and when any such admission is shown on the books and records of the Company, including the Schedule of Members.
Appears in 8 contracts
Samples: Limited Liability Company Agreement (Marketwise, Inc.), Joinder Agreement (Ascendant Digital Acquisition Corp.), Limited Liability Company Agreement
Additional Members. Subject to the provisions of Article X hereof, any Person that is not a Member as of the Effective Date may be admitted to the Company as an additional Member (any such Person, an “Additional Member”) only upon furnishing to the Manager (a) duly executed Joinder Xxxxxxx and counterparts to any applicable Other Agreements and (b) such other documents or instruments as may be reasonably necessary or appropriate to effect such Person’s admission as a Member (including entering into such documents as may reasonably be requested by the Manager). Such admission shall become effective on the date on which the Manager determines in its sole discretion that such conditions have been satisfied and when any such admission is shown on the books and records of the Company, including the Schedule of Members.
Appears in 7 contracts
Samples: Limited Liability Company Agreement (Global Gas Corp), Limited Liability Company Agreement (Ryan Specialty Holdings, Inc.), Unit Purchase Agreement (Dune Acquisition Corp)
Additional Members. Subject to the provisions of Article X hereof, any Person that is not a Member as of the Effective Date may be admitted to the Company as an additional Member (any such Person, an “Additional Member”) only upon furnishing to the Manager (a) duly executed Joinder Jxxxxxx and counterparts to any applicable Other Agreements and (b) such other documents or instruments as may be reasonably necessary or appropriate to effect such Person’s admission as a Member (including entering into such documents as may reasonably be requested by the Manager). Such admission shall become effective on the date on which the Manager determines in its sole discretion that such conditions have been satisfied and when any such admission is shown on the books and records of the Company, including the Schedule of Members.
Appears in 7 contracts
Samples: Limited Liability Company Agreement (Smith Douglas Homes Corp.), Limited Liability Company Agreement (Smith Douglas Homes Corp.), Limited Liability Company Agreement (Smith Douglas Homes Corp.)
Additional Members. Subject to the provisions of Article ARTICLE X hereof, any Person that is not a an Original Member as of the Effective Date may be admitted to the Company as an additional Member (any such Person, an “Additional Member”) only upon furnishing to the Manager (a) duly executed Joinder counterparts of this Agreement and counterparts to any applicable Other Agreements and (b) such other documents or instruments as may be reasonably necessary or appropriate to effect such Person’s admission as a Member (including entering into such documents as the Manager may reasonably be requested by the Managerdeem appropriate in its reasonable discretion). Such admission shall become effective on the date on which the Manager determines in its sole reasonable discretion that such conditions have been satisfied and when any such admission is shown on the books and records of the Company, including the Schedule of Members.
Appears in 7 contracts
Samples: Limited Liability Company Agreement (Acreage Holdings, Inc.), Limited Liability Company Agreement (Acreage Holdings, Inc.), Limited Liability Company Agreement (Cresco Labs Inc.)
Additional Members. Subject to the provisions of Article X hereof, any Person that is not a an Original Member as of the Effective Date may be admitted to the Company as an additional Member (any such Person, an “Additional Member”) only upon furnishing to the Manager (a) duly executed Joinder counterparts of this Agreement and counterparts to any applicable Other Agreements and (b) such other documents or instruments as may be reasonably necessary or appropriate to effect such Person’s admission as a Member (including entering into such documents as the Manager may reasonably be requested by the Managerdeem appropriate in its reasonable discretion). Such admission shall become effective on the date on which the Manager determines in its sole reasonable discretion that such conditions have been satisfied and when any such admission is shown on the books and records of the Company, including the Schedule of Members.
Appears in 6 contracts
Samples: Limited Liability Company Agreement (Acreage Holdings, Inc.), Operating Agreement (Greenlane Holdings, Inc.), Operating Agreement (Greenlane Holdings, Inc.)
Additional Members. Subject to the provisions of Article X hereof, any Person that is not a Member as of the an Effective Date Member may be admitted to the Company as an additional Member (any such Person, an “Additional Member”) only upon furnishing to the Manager (a) a duly executed Joinder and counterparts to any applicable Other Agreements and (b) such other documents or instruments as may be reasonably necessary or appropriate to effect such Person’s admission as a Member (including entering into such documents as the Manager may reasonably be requested by the Managerdeem appropriate in its reasonable discretion). Such admission shall become effective on the date on which the Manager determines in its sole reasonable discretion that such conditions have been satisfied and when any such admission is shown on the books and records of the Company, including the Schedule of Members.
Appears in 4 contracts
Samples: Limited Liability Company Agreement (Bioventus Inc.), Limited Liability Company Agreement (Bioventus Inc.), Limited Liability Company Agreement (Bioventus Inc.)
Additional Members. Subject to the provisions of Article X hereof, any Person that is not a an Continuing LLC Member as of the Effective Date may be admitted to the Company as an additional Member (any such Person, an “Additional Member”) only upon furnishing to the Manager (a) duly an executed Joinder and executed counterparts or joinders to any applicable Other Agreements and (b) such other documents or instruments as may be reasonably necessary or appropriate to effect such Person’s admission as a Member (including entering into such documents as the Manager may reasonably be requested by the Managerdeem appropriate in its reasonable discretion). Such admission shall become effective on the date on which the Manager determines in its sole reasonable discretion that such conditions have been satisfied and when any such admission is shown on the books and records of the Company, including the Schedule of Members.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (EVO Payments, Inc.), Limited Liability Company Agreement (EVO Payments, Inc.), Limited Liability Company Agreement (EVO Payments, Inc.)
Additional Members. Subject to the provisions of Article X hereof, any Person that is not a Member as of the an Effective Date Member may be admitted to the Company as an additional Member (any such Person, an “Additional Member”) only upon furnishing to the Manager (a) duly executed Joinder and counterparts to any applicable Other Agreements and (b) such other documents or instruments as may be reasonably necessary or appropriate to effect such Person’s admission as a Member (including entering into such documents as may reasonably be requested by the Manager). Such admission shall become effective on the date on which the Manager determines in its sole discretion that such conditions have been satisfied and when any such admission is shown on the books and records of the Company, including the Schedule of Members.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (Camping World Holdings, Inc.), Limited Liability Company Agreement (Camping World Holdings, Inc.), Limited Liability Company Agreement (Camping World Holdings, Inc.)
Additional Members. Subject to the provisions of Article X hereof, any Person that is not a Member as of the Effective Date may be admitted to the Company as an additional Member (any such Person, an “Additional Member”) only upon furnishing to the Manager (a) duly executed Joinder Agreement and counterparts to any applicable Other Agreements and (b) such other documents or instruments as may be reasonably necessary or appropriate to effect such Person’s admission as a Member (including entering into such documents as may reasonably be requested by the Manager). Such admission shall become effective on the date on which the Manager determines in its sole discretion that such conditions have been satisfied and when any such admission is shown on the books and records of the Company, including the Schedule of Members.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Nextracker Inc.), Limited Liability Company Agreement (Nextracker Inc.)
Additional Members. Subject to the provisions of Article ARTICLE X hereof, any Person that is not a current Member as of the Effective Date may be admitted to the Company as an additional Member (any such Person, an “Additional Member”) only upon furnishing to the Manager (a) duly executed Joinder counterparts of this Agreement and counterparts to any applicable Other Agreements and (b) such other documents or instruments as may be reasonably necessary or appropriate to effect such Person’s admission as a Member (including entering into such documents as the Manager may reasonably be requested by the Managerdeem appropriate in its reasonable discretion). Such admission shall become effective on the date on which the Manager determines in its sole reasonable discretion that such conditions have been satisfied and when any such admission is shown on the books and records of the Company, including the Schedule of Members.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (VictoryBase Corp), Limited Liability Company Agreement (VictoryBase Corp)
Additional Members. Subject to the provisions of Article X hereof, any Person that is not a Member as of the Effective Date Time may be admitted to the Company as an additional Member (any such Person, an “Additional Member”) only upon furnishing to the Manager (a) a duly executed Joinder and counterparts to any applicable Other Agreements and (b) such other documents or instruments as may be reasonably necessary or appropriate to effect such Person’s admission as a Member (including entering into such documents as may reasonably be requested by the Manager). Such admission shall become effective on the date on which the Manager determines in its sole discretion that such conditions have been satisfied and when any such admission is shown on the books and records of the Company, including the Schedule of Members.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (I3 Verticals, Inc.), Limited Liability Company Agreement (I3 Verticals, Inc.)
Additional Members. Subject to the provisions of Article X hereofX, any Person that is not a Member as of the Effective Date Time may be admitted to the Company as an additional Member (any such Person, an “Additional Member”) only upon furnishing to the Manager (a) duly executed Joinder and counterparts to any applicable Other Agreements and (b) such other documents or instruments as may be reasonably necessary or appropriate to effect such Person’s admission as a Member (including entering into such documents as may reasonably be requested by the Manager). Such admission shall become effective on the date on which the Manager determines in its sole discretion that such conditions have been satisfied and when any such admission is shown on the books and records of the Company, including the Schedule of Members.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (P3 Health Partners Inc.), Joinder Agreement (Foresight Acquisition Corp.)
Additional Members. Subject to the provisions of Article X hereof, any Person that is not a Member as of the Effective Date Time may be admitted to the Company as an additional Member (any such Person, an “Additional Member”) only upon furnishing to the Manager (a) duly executed Joinder Xxxxxxx and counterparts to any applicable Other Agreements and (b) such other documents or instruments as may be reasonably necessary or appropriate to effect such Person’s admission as a Member (including entering into such documents as may reasonably be requested by the Manager). Such admission shall become effective on the date on which the Manager determines in its sole discretion that such conditions have been satisfied and when any such admission is shown on the books and records of the Company, including the Schedule of Members.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Intuitive Machines, Inc.), Registration Rights Agreement (Inflection Point Acquisition Corp.)
Additional Members. Subject to the provisions of Article X hereof, any Person that is not a Member as of (other than the Effective Date Original Members and the Corporation) may be admitted to the Company as an additional Member (any such Person, an “Additional Member”) only upon furnishing to the Manager (a) duly executed Joinder counterparts of this Agreement and counterparts to any applicable Other Agreements and (b) such other documents or instruments as may be reasonably necessary or appropriate to effect such Person’s admission as a Member (including entering into such documents as the Manager may reasonably be requested by the Managerdeem appropriate in its reasonable discretion). Such admission shall become effective on the date on which the Manager determines in its sole reasonable discretion that such conditions have been satisfied and when any such admission is shown on the books and records of the Company, including the Schedule of Members.
Appears in 2 contracts
Samples: Operating Agreement (SciPlay Corp), Operating Agreement (SciPlay Corp)
Additional Members. Subject to the provisions of Article X hereof, any Person that is not a an Original Member as of the Effective Date may be admitted to the Company as an additional Member (any such Person, an “Additional Member”) only upon furnishing to the Manager (a) duly executed Joinder counterparts of this Agreement and counterparts to any applicable Other Agreements and (b) such other documents or instruments as may be reasonably necessary or appropriate to effect such Person’s admission as a Member (including entering into such documents as the Manager may reasonably be requested by the Managerdeem appropriate in its sole discretion). Such admission shall become effective on the date on which the Manager determines in its sole discretion that such conditions have been satisfied and when any such admission is shown on the books and records of the Company, including the Schedule of Members.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Shake Shack Inc.)
Additional Members. Subject to the provisions of Article X hereof, any Person that is not a an existing Member as of the Effective Date may be admitted to the Company as an additional Member (any such Person, an “Additional Member”) only upon furnishing to the Manager (a) duly executed Joinder counterparts of this Agreement and counterparts to any applicable Other Agreements and (b) such other documents or instruments as may be reasonably necessary or appropriate to effect such Person’s admission as a Member (including entering into such documents as the Manager may reasonably be requested by the Managerdeem appropriate in its reasonable discretion). Such admission shall become effective on the date on which the Manager determines in its sole reasonable discretion that such conditions have been satisfied and when any such admission is shown on the books and records of the Company, including the Schedule of Members.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Philadelphia Energy Solutions Inc.)
Additional Members. Subject to the provisions of Article X hereof, any Person that is not a Member as of the Effective Date date hereof may be admitted to the Company as an additional Member (any such Person, an “Additional Member”) only upon furnishing to the Manager (a) duly executed Joinder counterparts of this Agreement and counterparts to any applicable Other Agreements and (b) such other documents or instruments as may be reasonably necessary or appropriate to effect such Person’s admission as a Member (including entering into such documents as the Manager may reasonably be requested by the Managerdeem appropriate in its reasonable discretion). Such admission shall become effective on the date on which the Manager determines in its sole reasonable discretion that such conditions have been satisfied and when any such admission is shown on the books and records of the Company, including the Schedule of Members.
Appears in 1 contract
Additional Members. Subject to the provisions of Article ARTICLE X hereof, any Person that is not a an Original Member as of the Effective Date may be admitted to the Company as an additional Member (any such Person, an “"Additional Member”") only upon furnishing to the Manager (a) duly executed Joinder counterparts of this Agreement and counterparts to any applicable Other Agreements and (b) such other documents or instruments as may be reasonably necessary or appropriate to effect such Person’s 's admission as a Member (including entering into such documents as the Manager may reasonably be requested by the Managerdeem appropriate in its reasonable discretion). Such admission shall become effective on the date on which the Manager determines in its sole reasonable discretion that such conditions have been satisfied and when any such admission is shown on the books and records of the Company, including the Schedule of Members.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Alpine Summit Energy Partners, Inc.)
Additional Members. Subject to the provisions of Article X hereof, any Person that is not a Member as of the Effective Date may be admitted to the Company as an additional Member (any such Person, an “Additional Member”) only upon furnishing to the Manager (a) duly executed Joinder counterparts of this Agreement and counterparts to any applicable Other Agreements and (b) such other documents or instruments as may be reasonably necessary or appropriate to effect such Person’s admission as a Member (including entering into such documents as the Manager may reasonably be requested by the Managerdeem appropriate in its reasonable discretion). Such admission shall become effective on the date on which the Manager determines in its sole reasonable discretion that such conditions have been satisfied and when any such admission is shown on the books and records of the Company, including the Schedule of Members.
Appears in 1 contract
Samples: Operating Agreement
Additional Members. Subject to the provisions of Article ARTICLE X hereof, any Person that is not a an Original Member as of the Effective Date may be admitted to the Company as an additional Member (any such Person, an “Additional Member”) only upon furnishing to the Manager (a) duly executed Joinder counterparts of this Agreement and counterparts to any applicable Other Agreements and (b) such other documents or instruments as may be reasonably necessary or appropriate to effect such Person’s admission as a Member (including entering into such documents as the Manager may reasonably be requested by the Managerdeem appropriate in its reasonable discretion). Such admission shall become effective on the date on which the Manager determines in its sole reasonable discretion that such conditions have been satisfied and when any such admission is shown on the books and records of the Company, including the Schedule of Members.Company.
Appears in 1 contract
Samples: Limited Liability Company Agreement
Additional Members. Subject to the provisions of Article X hereofX, any Person that is not a Member as of the Effective Date may be admitted to the Company as an additional Member (any such Person, an “Additional Member”) only upon furnishing to the Manager (a) a duly executed Joinder and counterparts to any applicable Other Agreements and (b) such other documents or instruments as may be reasonably necessary or appropriate to effect such Person’s admission as a Member (including entering into such documents as may reasonably be requested by the Manager). Such admission shall become effective on the date on which the Manager determines in its sole discretion that such conditions have been satisfied and when any such admission is shown on the books and records of the Company, including the Schedule of Members.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Symbotic Inc.)
Additional Members. Subject to the provisions of Article X hereof, any Person that is not a an Original Member as of the Effective Date may be admitted to the Company as an additional Member (any such Person, an “Additional Member”) only upon furnishing to the Manager (a) duly executed Joinder counterparts of this Agreement and counterparts to any applicable Other Agreements and (b) such other documents or instruments as may be reasonably necessary or appropriate to effect such Person’s admission as a Member (including entering into such documents as the Manager may reasonably be requested by the Managerdeem appropriate in its reasaonable discretion). Such admission shall become effective on the date on which the Manager determines in its sole reasonable discretion that such conditions have been satisfied and when any such admission is shown on the books and records of the Company, including the Schedule of Members.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Shake Shack Inc.)
Additional Members. Subject to the provisions of Article X hereof, any Person that is not a Continuing Member as of the Effective Date may be admitted to the Company as an additional Member (any such Person, an “Additional Member”) only upon furnishing to the Manager (a) duly executed Joinder counterparts of this Agreement and counterparts to any applicable Other Agreements and (b) such other documents or instruments as may be reasonably necessary or appropriate to effect such Person’s admission as a Member (including entering into such documents as the Manager may reasonably be requested by the Managerdeem appropriate in its reasonable discretion). Such admission shall become effective on the date on which the Manager determines in its sole reasonable discretion that such conditions have been satisfied and when any such admission is shown on the books and records of the Company, including the Schedule of Members.
Appears in 1 contract
Samples: Limited Liability Company Agreement (iPic Entertainment Inc.)
Additional Members. Subject to the provisions of Article X hereof, any Person that is not a Member as of the Effective Date may be admitted to the Company as an additional Member (any such Person, an “Additional Member”) only upon furnishing to the Manager (a) duly executed Joinder Xxxxxxx and counterparts to any applicable Other Agreements and (b) such other documents or instruments as may be reasonably necessary or appropriate to effect such Person’s admission as a Member (including entering into such documents as may reasonably be requested by the Manager). Such admission shall become effective on the date on which the Manager determines in its sole discretion that such conditions have been satisfied and when any such admission is shown on the books and records of the Company, including the Schedule of Members.. 37
Appears in 1 contract
Samples: Limited Liability Company Agreement (Ryan Specialty Holdings, Inc.)
