Additional Members and Membership Interests Sample Clauses

Additional Members and Membership Interests. Additional persons may be admitted to the Company as Members and membership interests may be created and issued to such persons on such terms and conditions as the Member shall determine and as shall be reflected in an appropriate amendment to this Agreement that is approved by all the Members.
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Additional Members and Membership Interests. The Board of Managers may admit one or more additional Members for consideration by a majority vote of the members which hold all of the voting Percentage Interests. The Board of Managers may issue additional membership interests to existing Members provided however, all existing Members holding voting interests shall have a right of first refusal, for the purchase of the membership interests to existing Members and as expressly provided elsewhere in this Agreement. The Board of Managers may issue additional membership interests to new Members; provided, however, that all existing Members holding voting interests shall have a right of first refusal prior to the issuance of any additional membership interests to acquire such interests, in proportion to their interests in the Company, on the terms and at the price that such additional interests are being offered by the Board of Managers.
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Additional Members and Membership Interests. Subject to Section 2.3, additional Persons may be admitted to the Company as Members and Membership Interests may be created and issued to such Persons on such terms and conditions as the Board of Managers shall approve, subject to Section 4.1 hereof. The terms of admission or issuance may specify the creation of different classes or groups of Members having different rights, powers and duties. The creation of any new class or group of Members shall be indicated in an amendment to this Agreement in accordance with Section 14.4 hereof and such amendment shall indicate the different rights, powers and duties of the classes or groups of Members. Upon admission of a new Member, such Person shall sign a counterpart to this Agreement and Schedule 2.1 shall be amended as set forth in Section 2.1.
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Additional Members and Membership Interests. No additional Members may be admitted to the Company, other than any Transferee of the Interests in the Company currently owned by NYSTRS or Inland, as the case may be, as and to the extent permitted under this Agreement. No additional membership interests in the Company may be issued.
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Additional Members and Membership Interests. In order for a Person to be admitted as a Member of the Company with respect to an Additional Interest, (i) such Person shall have delivered to the Company a written undertaking to be bound by the terms and conditions of this Agreement, (ii) such Person shall have delivered such documents and instruments as the Board determines to be necessary or appropriate in connection with the issuance of such Additional Interest to such Person or to effect such Person’s admission as a Member, (iii) in the case of any Additional Interest to be issued to CSM, such Person shall have complied with the provisions of Section 3.13(c) below, and (iv) the Board shall amend Exhibit A without the further vote, act or consent of any other Person to reflect such new Person as a Member. Upon the amendment of Exhibit A, such Person shall be deemed to have been admitted as a Member and shall be listed as such on the books and records of the Company and thereupon shall be issued his or its Membership Interest. If an Additional Interest is issued to an existing Member, the Board or the Secretary of the Company shall amend Exhibit A without the further vote, act or consent of any other Person to reflect the issuance of such Additional Interest and, upon the amendment of such Exhibit A, such Member shall be issued his or its Additional Interest, including any Economic Interest that corresponds to and is part of such Additional Interest.
Sample 1
Additional Members and Membership Interests. Additional Persons may be admitted to the Company as Members and Membership Interests may be created and issued to such Persons on such terms and conditions as the Members shall approve, subject to Section 4.1 hereof. The terms of admission or issuance may specify the creation of different classes or groups of Members having different rights, powers and duties. The creation of any new class or group of Members shall be indicated in an amendment to this Agreement in accordance with Section 14.4 hereof and such amendment shall indicate the different rights, powers and duties of the classes or groups of Members. No Member shall be admitted unless such Person shall agree to be bound by the terms of this Agreement, as such agreement may be amended.
Sample 1
Additional Members and Membership Interests. The Company may issue additional Membership Interests at such price and on such terms as may be agreed upon by the Board with the consent of the Members holding at least 96% of the Percentage Interests from time to time; provided that, pursuant to Section 10.4, all Members (other than a Defaulting Member or a Diluting Member) will have pro rata preemptive rights in the issuance by the Company of any such additional Membership Interests to the extent necessary to maintain their respective Percentage Interests in the Company, as adjusted, prior to such additional Membership Interest issuance. Additional Persons may only be admitted to the Company as Members as expressly provided in Section 10.1(c).
Sample 1
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Additional Members and Membership Interests. No additional Members may be admitted to the Company, other than any transferee of the Interests in the Company currently owned by SAU or Inland, as the case may be, as and to the extent permitted under this Agreement. No additional membership interests in the Company may be issued.
Sample 1

Related to Additional Members and Membership Interests

  • Membership Interests; Additional Members Holdings is the sole initial Member of the Company as reflected in Exhibit A attached hereto. Additional Persons may be admitted to the Company as Members, and Membership Interests may be issued, on such terms and conditions as the existing Members, voting as a single class, may determine at the time of admission. The terms of admission or issuance must specify the Sharing Ratios applicable thereto and may provide for the creation of different classes or groups of Members or Membership Interests having different (including senior) rights, powers and duties. The Members may reflect the creation of any new class or group in an amendment to this Agreement, indicating the different rights, powers and duties, and such an amendment shall be approved and executed by the Members in accordance with the terms of this Agreement. Any such admission shall be effective only after such new Member has executed and delivered to the Members and the Company an instrument containing the notice address of the new Member, the new Member’s ratification of this Agreement and agreement to be bound by it.

  • Additional Members One or more additional members may be admitted to the Company with the consent of the Member. Prior to the admission of any such additional members to the Company, the Member shall amend this Agreement to make such changes as the Member shall determine to reflect the fact that the Company shall have such additional members. Each additional member shall execute and deliver a supplement or counterpart to this Agreement, as necessary.

  • Shares; Membership Interests (a) The total of the membership interests in the Company shall be divided into (i) Class A Ordinary Shares having the rights and preferences as set forth herein (the “Class A Ordinary Shares”), (ii) Class A Preferred Shares having the rights and preferences as set forth herein (the “Class A Preferred Shares” and, together with the Class A Ordinary Shares, the “Class A Shares”), (iii) Class B Ordinary Shares having the rights and preferences as set forth herein (the “Class B Ordinary Shares”), and (iv) Class C Ordinary Share having the rights and preferences as set forth herein (the “Class C Ordinary Share” and, together with the Class A Ordinary Shares, the Class A Preferred Shares and the Class B Ordinary Shares, the “Shares” and each a “Share”). Class A Ordinary Shares, Class A Preferred Shares and Class B Ordinary Shares shall have the same rights, powers and duties, except as otherwise set forth in this Agreement. The number of Class A Ordinary Shares shall be limited to the maximum number of Class A Ordinary shares offered in the Offering, plus (i) the number of Class A Ordinary Shares which may be issued upon conversion of the Class A Preferred Shares, plus (ii) the number of Class A Ordinary Shares which may be issued upon conversion of the Class B Ordinary Shares. The number of Class A Preferred Shares shall be limited to the number of Class A Preferred Shares which may be issued pursuant to the Management Services Agreement. The number of Class B Ordinary Shares shall be limited to up to 1,000. The number of Class C Ordinary Shares shall be limited to one. Class A Preferred Shares issued pursuant to the Management Services Agreement (“ASA Shares”) may be subject to vesting provisions as set forth in the Management Services Agreement. The Shares of the Members shall be as set forth on Exhibit A attached hereto, which may be updated as set forth herein. For the avoidance of doubt, in the event that all of the Class A Ordinary Shares are not sold pursuant to the Offering, the Board shall, upon the final closing of the Offering, issue a number of Class A Ordinary Shares to the Initial Member equal to the aggregate number of Class A Ordinary Shares that remain unsold in the Offering, as repayment in full of any and all obligations owing to the Initial Member in respect of advances made to acquire the Artwork and true-up fees payable to the Initial Member. The name and mailing address of each Member or such Member’s representative shall be listed on the books and records of the Company maintained for such purpose by the Company or the Transfer Agent.

  • Transfers of Membership Interests Except as set forth in this Article 9 or elsewhere in this Agreement, no Investor may Transfer all or any part of such Investor’s Shares; provided, however, that an Investor may, with the prior written consent of the Manager, which consent may be withheld or denied for any reason, and upon compliance with this Article 9, Transfer all or a portion of such Investor’s Shares. In the case of any attempted or purported Transfer of a Share not in compliance with this Agreement, the transferring Investor may be designated as a “Defaulting Member”. Notwithstanding the foregoing, unless agreed to by the Manager in writing, no Investor may enter into, create, sell or Transfer any financial instrument or contract the value of which is determined in whole or in part by reference to the Fund (including the amount of Fund distributions, the value of the Fund Assets, or the results of Fund operations), within the meaning of Section 1.7704-1(a)(2)(i)(B) of the Regulations.

  • Transfer of Membership Interests (a) The Member may transfer its Membership Interest, in whole but not in part, but the transferee shall not be admitted as a Member except in accordance with Section 6.07. Until the transferee is admitted as a Member, the Member shall continue to be the sole member of the Company (subject to Section 1.02) and to be entitled to exercise any rights or powers of a Member of the Company with respect to the Membership Interest transferred.

  • Initial Members The initial Members of the Company are the Persons executing this Agreement as of the date of this Agreement as Members, each of which is admitted to the Company as a Member effective contemporaneously with the execution by such Person of this Agreement.

  • Substituted Members Subject to the provisions of Article X hereof, in connection with the Permitted Transfer of a Unit hereunder, the Permitted Transferee shall become a Substituted Member on the effective date of such Transfer, which effective date shall not be earlier than the date of compliance with the conditions to such Transfer, and such admission shall be shown on the books and records of the Company, including the Schedule of Members.

  • Substitute Members No transferee of all or part of a Member's Membership Interest shall become a substitute Member in place of the transferor unless and until:

  • Membership Interest The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.

  • Membership Interests The Sole Member currently owns one hundred percent (100%) of the percentage interests in the Company.

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