Agreement of Members Sample Clauses

Agreement of Members. The Manager is (and shall throughout the period of this Agreement be) hereby authorized by each and every Member from time to time to undertake, perform and fulfill the Business and Activities of the Manager and, for such purpose but subject always to any provision of this Agreement which requires the consent and/or approval of the Members, to negotiate, enter into and conclude in the name and for and on behalf of each relevant Member such Charterparty as shall to the Manager appear necessary or appropriate to achieve the objects of this Agreement. The Manager shall at all times provide written notice to each of the Members of any Charterparties into which it has entered together with a copy of such Charterparty.
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Agreement of Members. The written agreement of holders of not less than 90% of the Shares to the termination of this Agreement.
Sample 1
Agreement of Members. The Members have agreed that the Approved Project Budget represents their expectations concerning the performance of the Project. Developer understands that IHP’s decision to become a Member and fund its capital required under this Agreement is based upon its expectation that under Developer’s management of the Project as the Managing Member hereof, the Company would achieve at least the performance anticipated in the Approved Project Budget. Upon the occurrence of any of the Replacement Events described below, in addition to its other rights and remedies hereunder, at law or in equity, IHP shall have the right, but not the obligation, by giving written notice to Developer, to designate another Person (the “Replacement Manager”), who may but need not be IHP or an Affiliate of IHP, to manage and operate the Project in place of Developer, including performance of the Managing Member’s duties hereunder.
Sample 1
Agreement of Members. No Member shall, either directly or indirectly, -------------------- take any action to require partition of the Company or of any of its assets or properties or cause the sale of any Company property. No Member shall file or join in the filing of an involuntary bankruptcy petition against the Company, or take any action which seeks to commence or force the liquidation or reorganization of the Company under any Insolvency Statute or which seeks the appointment of a custodian, receiver, trustee or liquidator for the Company or any of its assets. Notwithstanding any provision of law to the contrary, each Member (and its legal representative, successor or assign) hereby irrevocably waives any and all right to maintain any action for partition or to compel any sale with respect to its Membership Interest, or with respect to any assets or properties of the Company, except as expressly provided in this Agreement.
Sample 1
Agreement of Members. To the extent the Members hold any security interest in any assets of FilmCo, no Member shall exercise any rights of a secured creditor thereunder without the consent of the other Members, such consent not to be unreasonably withheld.
Sample 1
Agreement of Members. The Members have agreed that the Original Budget represents their expectations concerning the performance of the Project. TNHC understands that IHP’s decision to become a Member and fund its capital required under this Agreement is based upon its expectation that under TNHC’s management of the Project as the Managing Member hereof, the Company would achieve at least the performance anticipated in the Original Budget. However, nothing in this Agreement shall be construed as a guarantee by TNHC that such performance will be achieved. The mere failure of the Company to achieve such performance shall not constitute either a default or a failure of Due Care by TNHC. Upon the occurrence of any of the Replacement Events described below, in addition to its other rights and remedies hereunder, at law or in equity, IHP shall have the right, but not the obligation, by giving written notice to TNHC, to designate another Person (the “Replacement Manager”), who may but need not be IHP or an Affiliate of IHP, to manage the Company and/or to manage and operate the Project in place of TNHC, including the performance of the Managing Member’s duties hereunder.
Sample 1
Agreement of Members. Section 5.01 of the Agreement is hereby deleted in its entirety and the following is inserted in its place: “The Members have agreed that the Approved Project Budget represents their expectations concerning the performance of the Project. TNHC understands that IHP’s decision to fund its capital required under this Agreement is based upon its expectation that under TNHC’s management of the Project as the Managing Member hereof, the Company would achieve at least the performance anticipated in the Approved Project Budget. However, nothing in this Agreement shall be construed as a guarantee by TNHC that such performance will be achieved. The mere failure of the Company to achieve such performance shall not constitute either a default or a failure of Due Care by TNHC. Upon the occurrence of any of the Replacement Events described below, in addition to its other rights and remedies hereunder, at law or in equity, The xxxx *** indicates that text has been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934 and filed separately with the Securities and Exchange Commission. 6 4409429v26 / 500303.0022 IHP shall have the right, but not the obligation, by giving written notice to TNHC, to designate another Person (the “Replacement Manager”), who may but need not be IHP or an Affiliate of IHP, to manage the Company and/or to manage and operate the Project in place of TNHC, including the performance of the Managing Member’s duties hereunder.”
Sample 1
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Agreement of Members. If any provision of this Agreement requires a valuation or determination by appraisal, then the Members (or a Member's representative, such as a trustee in bankruptcy or receiver) shall in good faith attempt to agree upon the Fair Market Value of the Company and/or of the Interest of the affected Member.
Sample 1
Agreement of Members. The Members have discussed that (A) the Initial Proforma represents the expectations of the Members with respect to the performance of the Project as of the date hereof; (B) Investor’s decision to fund the equity capital required to develop the Project was made, in large part, based on Investor’s expectations that under Developer’s management the Project will achieve at least the performance set forth in the Initial Proforma; and (C) if the actual performance of the Project under Developer’s management varies from the Initial Proforma beyond a certain degree it will be fair and reasonable (regardless of the reason for such variance) for Investor to take over management of the Project or appoint another manager in Developer’s stead in order to protect Investor’s equity investment in the Project. The purpose of this Article 9 is to set forth the terms which will govern such change in management control.
Sample 1

Related to Agreement of Members

  • Consent of Members Each Member hereby expressly consents and agrees that, whenever in this Agreement it is specified that an action may be taken upon the affirmative vote or consent of less than all of the Members, such action may be so taken upon the concurrence of less than all of the Members and each Member shall be bound by the results of such action.

  • Assignment of Management Agreement As additional collateral security for the Loan, Borrower conditionally transfers, sets over, and assigns to Lender all of Borrower’s right, title and interest in and to the Management Agreement and all extensions and renewals. This transfer and assignment will automatically become a present, unconditional assignment, at Lender’s option, upon a default by Borrower under the Note, the Loan Agreement, the Security Instrument or any of the other Loan Documents (each, an “Event of Default”), and the failure of Borrower to cure such Event of Default within any applicable grace period.

  • Assignment of Membership Interests The Assignment of Membership Interests shall have been fully executed and delivered to Purchaser.

  • Shareholders Agreements Any agreement by and between the Shareholder and any Affiliate of the Company;

  • The Management Agreement Borrower shall use commercially reasonable efforts to cause Manager to manage the Property in accordance with the Management Agreement. Borrower shall (a) diligently perform and observe all of the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed and observed, (b) promptly notify Agent of any notice to Borrower or Manager of any default by Borrower in the performance or observance of any material terms, covenants or conditions of the Management Agreement on the part of Borrower to be performed and observed, and (c) promptly deliver to Agent a copy of all material notices received by it (including, without limitation, any notices relating to the Ground Lease, the Reciprocal Easement and any Joint Manager (as defined in the Reciprocal Easement Agreement) and, upon request by Agent, any other financial statement, business plan, capital expenditures plan, report and estimate received by it under the Management Agreement (but excluding any immaterial general correspondence and internal discussion drafts of any such plans, reports or estimates); and (iv) promptly enforce the performance and observance of all of the material covenants required to be performed and observed by Manager under the Management Agreement. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting Agent’s other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing Borrower from any of its obligations hereunder or under the Management Agreement, Agent shall have the right, but shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause all the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed.

  • Shareholder Agreements As a material inducement to Parent to enter into this Agreement, and simultaneously with, the execution of this Agreement, each Shareholder (as defined herein) is entering into an agreement, in the form of Annex A hereto (collectively, the "Shareholder Agreements") pursuant to which they have agreed, among other things, to vote their shares of Company Common Stock in favor of this Agreement.

  • Powers of Members The Members shall have the power to exercise any and all rights or powers granted to the Members pursuant to the express terms of this Agreement. Except as expressly provided herein, the Members shall have no power to bind the Company and no authority to act on behalf of the Company.

  • New Members No person may be admitted as a member of the Company without the approval of the Member.

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