Special Member. Upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than (i) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee, or (ii) the resignation of the Member and the admission of an additional member of the Company, (a “Member Cessation Event”)), Springing Member 1 shall, without any action of any Person and simultaneously with the Member Cessation Event, automatically be admitted to the Company as a Special Member and shall continue the Company without dissolution. If, however, at the time of a Member Cessation Event, Springing Member 1 has died or is otherwise no longer able to step into the role of Special Member, then in such event, Springing Member 2 shall, concurrently with the Member Cessation Event, and without any action of any Person and simultaneously with the Member Cessation Event, automatically be admitted to the Company as Special Member and shall continue the Company without dissolution. It is the intent of these provisions that the Company never have more than one Special Member at any particular point in time. No Special Member may resign from the Company or transfer its rights as Special Member unless a successor Special Member has been admitted to the Company as Special Member by executing a counterpart to this Agreement. The Special Member shall automatically cease to be a member of the Company upon the admission to the Company of a substitute member. The Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, a Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of the Special Member, each of Springing Member 1 and Springing Member 2 shall execute a counterpart to this Agreement. Prior to its admission to t...
Special Member. Upon the occurrence of any event that causes the last remaining Member to cease to be a member of the Company (other than upon continuation of the Company without dissolution upon (i) an assignment by the Member of all of its limited liability company interest in the Company and the admission of the Substituted Member pursuant to Section 11.2, or (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to Section 13.3), the Person executing this Agreement as the Special Member shall, without any action of such Person and simultaneously with the last remaining Member ceasing to be a member of the Company, automatically be admitted to the Company as a Special Member and shall continue the Company without dissolution. The Special Member may not resign from the Company or transfer its rights as Special Member unless a successor Special Member has been admitted to the Company as Special Member by executing a counterpart to this Agreement; provided, however, the Special Member shall automatically cease to be a member of the Company upon the admission to the Company of a substitute Member. The Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 of the Act, a Special Member shall not be required to make any capital contribution to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, the Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of each Special Member, the person acting as the Special Member shall execute a counterpart to this Agreement. Prior to admission to the Company as Special Member, the Person executing this Agreement as the Special Member shall not be a member of the Company.
Special Member. On the occurrence of any event that causes the Member to cease to be a member of the Company (other than (a) on an assignment by the Member of all of its interest in the Company and the admission of the assignee under Section 3.5 or (b) the resignation of the Member and the admission of an additional member of the Company under Section 3.5), each Independent Manager will automatically be admitted to the Company as a Special Member and will continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as a Special Member. Each Special Member will automatically cease to be a member of the Company upon the admission to the Company of a Substitute Member, but will continue to be an Independent Manager. On the occurrence of any event that causes the last remaining Member to cease to be a member of the Company, the personal representative of the Member is authorized to, and will, within 90 days after the occurrence of the event that terminated the continued membership of the Member in the Company, appoint a Person as a substitute member of the Company (a “Substitute Member”). Each Special Member will be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of the Company’s assets. Under Section 18-301 of the Act, a Special Member will not be required to make any capital contributions to the Company and will not receive a limited liability company interest in the
Special Member. 18 ARTICLE VI Common Interest................................................19
Special Member. The initial Special Member shall be Vivint Solar, Inc. Vivint Solar, Inc. may in its sole discretion designate an Affiliate (as defined in the License Agreement) as Special Member in lieu of itself.
Special Member. Upon execution of this Agreement, the Special Member shall be admitted to the Fund as the holder of a special member interest for the purpose of receiving the Incentive Allocation, subject to due approval, in accordance with the requirements of the 1940 Act, of the Investment Advisory Agreement. The Interest in the Fund of the Special Member shall be non-voting.
Special Member. 7 71. State............................................................................................... 7 72.
Special Member. (a) Upon the occurrence of any event that causes the Sole Member to cease to be a member of the Company (other than upon an assignment by the Sole Member of all of its limited liability company interest in the Company and the prior admission of the transferee pursuant to
Special Member. Upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than (i) upon an assignment by the Member of all of its Percentage Interest and the admission of the assignee pursuant to Section 8.3, or (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to Section 8.3), each individual acting as an Independent Manager pursuant to Section 4.3 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 Special Member and shall continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as a Special Member; provided, however, each Special Member shall automatically cease to be a member of the Company upon the admission to the Company of a Substitute Member; provided, further, such admission of a Substitute Member shall not, in and of itself, cause a Special Member to cease to be an Independent Manager. Notwithstanding any provision in this Agreement to the contrary, upon the occurrence of any event that causes the last remaining Member to cease to be a member of the Company, the personal representative of such Member is hereby authorized to, and shall, within 90 days after the occurrence of the event that terminated the continued membership of such Member in the Company, appoint a Person as a substitute member of the Company (the "Substitute Member"). Each Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company Assets. Pursuant to Section 18-301 of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest
Special Member. A special member shall be anyone who has paid their registration/membership fee and been approved by the Board of Directors of the Association for membership. Special members may participate in all programs and projects of the Association and shall be allowed to vote at the annual general membership meeting.
