Common use of Admission of New Members Clause in Contracts

Admission of New Members. (Applies ONLY if Multi-Member): The Company may admit new Member(s) (or transferees of any interests of existing Member(s)) into the Company by the unanimous vote or consent of the Member(s). As a condition to the admission of a new Member(s), such Member(s) shall execute and acknowledge such instruments, in form and substance satisfactory to the Company, as the Company may deem necessary or desirable to effectuate such admission and to confirm the agreement of such Member(s) to be bound by all of the terms, covenants, and conditions of this Agreement, as the same may have been amended. Such new Member(s) shall pay all reasonable expenses in connection with such admission, including without limitation, reasonable attorneys’ fees and the cost of the preparation, filing or publication of any amendment to this Agreement or the Articles of Organization, which the Company may deem necessary or desirable in connection with such admission. No new Member(s) shall be entitled to any retroactive allocation of income, losses, or expense deductions of the Company. The Company may make pro-rata allocations of income, losses, or expense deductions to a new Member(s) for that portion of the tax year in which the Member(s) was admitted in accordance with Section 706(d) of the Internal Revenue Code and regulations thereunder. In no event shall a new Member(s) be admitted to the Company if such admission would be in violation of applicable Federal or State securities laws or would adversely affect the treatment of the Company as a partnership for income tax purposes.

Appears in 47 contracts

Samples: Limited Liability Company Operating Agreement, Limited Liability Company Operating Agreement, Limited Liability Company Operating Agreement

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Admission of New Members. (Applies ONLY if Multi-Member): The Company may admit new Member(s) (or transferees of any interests of existing Member(s)) into the Company by the unanimous vote or consent of the Member(s). As a condition to the admission of a new Member(s), such Member(s) shall execute and acknowledge such instruments, in form and substance satisfactory to the Company, as the Company may deem necessary or desirable to effectuate such admission and to confirm the agreement of such Member(s) to be bound by all of the terms, covenants, and conditions of this Agreement, as the same may have been amended. Such new Member(s) shall pay all reasonable expenses in connection with such admission, including without limitation, reasonable attorneys’ fees and the cost of the preparation, filing or publication of any amendment to this Agreement or the Articles of Organization, which the Company may deem necessary or desirable in connection with such admission. No new Member(s) shall be entitled to any retroactive allocation of income, losses, or expense deductions of the Company. The Company may make pro-pro- rata allocations of income, losses, or expense deductions to a new Member(s) for that portion of the tax year in which the Member(s) was admitted in accordance with Section 706(d) of the Internal Revenue Code and regulations thereunder. In no event shall a new Member(s) be admitted to the Company if such admission would be in violation of applicable Federal or State securities laws or would adversely affect the treatment of the Company as a partnership for income tax purposes.

Appears in 4 contracts

Samples: Limited Liability Company Operating Agreement, Limited Liability Company Operating Agreement, Limited Liability Company Operating Agreement

Admission of New Members. (Applies ONLY if Multi-Member): The Company Collective may admit new Member(s) (or transferees of any interests of existing Member(s)) into the Company by the unanimous purchase or transfer of another Member's ownership interest and a vote or consent for adding the new Member consisting of the Member(s)majority Members’ ownership percentage interest in the Collective. As a condition to the admission of a new Member(s)Member, such Member(s) Member shall execute and acknowledge such instruments, in form and substance satisfactory to the CompanyCollective, as the Company Collective may deem necessary or desirable to effectuate such admission and to confirm the agreement of such Member(s) Member to be bound by all of the terms, covenants, and conditions of this Agreement, as the same may have been amended. Such new Member(s) Member shall pay all reasonable expenses in connection with such admission, including without limitation, reasonable attorneys’ fees and the cost of the preparation, filing or publication of any amendment to this Agreement or the Articles of Organization, which the Company Collective may deem necessary or desirable in connection with such admission. No new Member(s) Member shall be entitled to any retroactive allocation of income, losses, or expense deductions of the CompanyCollective. The Company Collective may make pro-rata allocations of income, losses, or expense deductions to a new Member(s) Member for that portion of the tax year in which the Member(s) Member was admitted in accordance with Section 706(d) of the Internal Revenue Code and regulations thereunder. In no event shall a new Member(s) Member be admitted to the Company Collective if such admission would be in violation of applicable Federal or State securities laws or would adversely affect the treatment of the Company Collective as a partnership for income tax purposes.

Appears in 1 contract

Samples: Multi Member LLC Operating Agreement

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Admission of New Members. (Applies ONLY if Multi-Member): The Company may admit new Member(s) Members (or transferees of any interests of existing Member(s)Members) into by the Company by purchase of another Member's ownership interest and a vote for adding the new Member consisting of the unanimous vote or consent of the Member(s)the. Members in each instance. As a condition to the admission of a new Member(s)Member, such Member(s) Member shall execute and acknowledge such instruments, in form and form';arid substance satisfactory to the Company, as the Company may deem necessary or desirable to effectuate such admission and to confirm the agreement of such Member(s) Member to be bound by all of the terms, covenants, covenants and conditions of this Agreement, as the same may have been amended. Such new Member(s) Meiriber shall pay all reasonable expenses in connection with such admission, including admission,,including without limitation, reasonable attorneys’ fees attorneys’fees and the cost of the preparation, filing or publication of any amendment to this Agreement or the Articles of Organization, which the Company may rriay deem necessary or desirable in connection with such admission. No new Member(s) Member shall be entitled to any retroactive allocation of income, losses, or expense deductions of the Company. The Company may make pro-pro rata allocations of income, losses, losses or expense deductions to a new Member(s) Member for that portion of the tax year in xxx.xxx xxxx.xx which the Member(s) Member was admitted in accordance with Section 706(d) of the Internal Revenue Code and regulations ' thereunder. In no event shall a new Member(s) Member be admitted to the Company if such admission would be in violation of applicable Federal or State securities laws or would adversely affect the treatment of the Company as a partnership for income tax tax- purposes.

Appears in 1 contract

Samples: Limited Liability Company Operating Agreement

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