Admission of Members Disposition of Membership Interests. Section 4.1 Admission of Assignee as a Member 10 Section 4.2 Requirements Applicable to All Dispositions and Admissions 10 ARTICLE V CAPITAL CONTRIBUTIONS Section 5.1 Initial Capital Contributions 11 Section 5.2 Loans 11 Section 5.3 Return of Contributions 11
Admission of Members Disposition of Membership Interests. Section 4.1 Assignment; Admission of Assignee as a Member. Subject to this Article IV, a Member may assign in whole or in part its Membership Interests. An Assignee has the right to be admitted to the Company as a Member, with the Membership Interests (and attendant Sharing Ratio) so transferred to such Assignee, only if (a) the Member making the Disposition (a “Disposing Member”) has granted the Assignee either (i) all, but not less than all, of such Disposing Member’s Membership Interests or (ii) the express right to be so admitted and (b) such Disposition is effected in strict compliance with this Article IV. If a Member transfers all of its Membership Interest in the Company pursuant to this Article IV, such admission shall be deemed effective immediately upon the transfer and, immediately upon such admission, the transferor Member shall cease to be a member of the Company.
Admission of Members Disposition of Membership Interests. Section 4.1 Assignment; Admission of Assignee as a Member 11 Section 4.2 Requirements Applicable to All Dispositions and Admissions 11
Admission of Members Disposition of Membership Interests. 8 Section 4.1 Assignment; Admission of Assignee as a Member 8 Section 4.2 Requirements Applicable to All Dispositions and Admissions 8 ARTICLE V CAPITAL CONTRIBUTIONS 8 Section 5.1 Initial Capital Contributions 8 Section 5.2 Additional Capital Contributions 8 Section 5.3 Loans 8 Section 5.4 Fully Paid and Non-Assessable Nature of Membership Interests 9 Section 5.5 Return of Contributions 9 ARTICLE VI DISTRIBUTIONS AND ALLOCATIONS 9 Section 6.1 Distributions 9 Section 6.2 Limitations on Distributions 9 Section 6.3 Tax Allocations 9 ARTICLE VII MANAGEMENT 9 Section 7.1 Management by Board of Directors 9 Section 7.2 Number; Qualification; Tenure 10 Section 7.3 Regular Meetings 10 Section 7.4 Special Meetings 10 Section 7.5 Notice 10 Section 7.6 Action by Consent of Board 10 Section 7.7 Conference Telephone Meetings 11 Section 7.8 Quorum and Action 11 Section 7.9 Vacancies; Increases in the Number of Directors 11 Section 7.10 Committees 11 Section 7.11 Removal 12 Section 7.12 Compensation of Directors 12 Section 7.13 Responsibility and Authority of the Board; Director Standards of Conduct 12 Section 7.14 Other Business of Members, Directors and Affiliates 14 Section 7.15 Reliance by Third Parties 15 ARTICLE VIII OFFICERS 15 Section 8.1 Officers 15 Section 8.2 Election and Term of Office 16 Section 8.3 Chairman of the Board 16 Section 8.4 Chief Executive Officer 16 Section 8.5 President 16 Section 8.6 Vice Presidents 16 Section 8.7 Treasurer 16 Section 8.8 Secretary 17 Section 8.9 Removal 17 Section 8.10 Vacancies 17 Section 8.11 Responsibility and Authority of Officers; Officer Standards of Conduct 17 ARTICLE IX INDEMNITY AND LIMITATION OF LIABILITY 18 Section 9.1 Indemnification 18 Section 9.2 Liability of Indemnitees 20 ARTICLE X TAXES 21 Section 10.1 Taxes 21 ARTICLE XI BOOKS, RECORDS, REPORTS, AND BANK ACCOUNTS 21 Section 11.1 Maintenance of Books 21 Section 11.2 Reports 21 Section 11.3 Bank Accounts 21 ii ARTICLE XII DISSOLUTION, WINDING-UP, TERMINATION AND CONVERSION 21 Section 12.1 Dissolution 21 Section 12.2 Winding-Up and Termination 22 Section 12.3 Certificate of Cancellation 23 ARTICLE XIII MERGER, CONSOLIDATION OR CONVERSION 23 Section 13.1 Authority 23 Section 13.2 Procedure for Merger, Consolidation or Conversion 23 Section 13.3 Approval by Members of Merger, Consolidation or Conversion 24 Section 13.4 Certificate of Merger, Consolidation or Conversion 25 ARTICLE XIV GENERAL PROVISIONS 25 Section 14.1 Offset 25 Section 14.2 Notices 25 Section 14....
Admission of Members Disposition of Membership Interests
