Changes in Membership Interests Sample Clauses

Changes in Membership Interests. In the event of changes in any Membership Interests by reason of dividends, membership interest splits, additional acquisitions or combinations of Membership Interests, reclassifications, recapitalizations, mergers, consolidations or reorganizations, this Agreement shall apply to all of the resulting equity securities, but not to any resulting debt obligations and the Members will amend this Agreement as necessary to reflect any changes in Membership Interests.

Changes in Membership Interests. If the Membership Interests of any one or more Members changes during a Fiscal Year, all Company items of income, gain, loss, deduction and credit shall be allocated among the Members for such Fiscal Year in a reasonable manner, as Determined by the Board, that takes into account the varying Membership Interests of the Members in the Company during such taxable year in accordance with Code § 706. The Members acknowledge that if the Interest Purchase causes a termination of the Company under Code Section 708(b)(1)(B), then all items of income, gain, deduction and loss of the Company realized on or before the date of the Interest Purchase shall be allocated to Carrier and the 1% Holder.

Changes in Membership Interests. In addition to any of the foregoing, the Membership Interests shall be eliminated or changed as follows: (a) Upon resignation or deemed resignation as provided in Article XI; (b) Upon an election by either Member pursuant to Section 8.5 to contribute less to an adopted Program and Budget than the percentage equal to its Membership Interest, or to contribute nothing to an adopted Program and Budget; (c) In the event of default by either Member making its agreed upon contribution to an adopted Program and Budget, followed by an election by the other Member to invoke any of the remedies in Section 9.5; (d) Upon Transfer by either Member of part or all of its Membership Interest in accordance with Article XV; or (e) Upon acquisition by either Member of part or all of the Membership Interest of the other Member, however arising.

Changes in Membership Interests. In the event (i) of any dividend in the form of Company Interests or other equity interests in either of the Companies or any subdivision (or split), recapitalization, reclassification, combination or exchange of equity interests of either of the Companies on, of or affecting any Member’s Subject Interests or (ii) any Member becomes the owner of any additional Company Interests or other equity interests of either of the Companies or other securities entitling the holder thereof to vote or give consent with respect to the matters set forth in Section 1 hereof, the terms “Company Interests” and “Subject Interests” shall be deemed to refer to and include such additional Company Interests or other equity interests as well as any such securities into which or for which any or all of such equity interests may be changed or exchanged or which are received in any such transaction. Each Member hereby agrees, while this Agreement is in effect, to notify Parent of the number of any new Company Interests or other equity interests of the Companies acquired by such Member, if any, after the date hereof and Schedule 1 will be deemed amended accordingly.

Changes in Membership Interests. If the Membership Interests of any one or more Members changes during a Fiscal Year, all Company items of income, gain, loss, deduction and credit shall be allocated among the Members for such Fiscal Year in a reasonable manner, as Determined by the Board, that takes into account the varying Membership Interests of the Members in the Company during such taxable year in accordance with Code § 706; provided, however, that the taxable income of the Company for the Pre-Closing Tax Period (as defined in the Purchase and Contribution Agreement) shall be allocated based on a closing of the books as described in Section 11.01(c) of the Purchase and Contribution Agreement.

Changes in Membership Interests. The Members’ Membership Interests will be proportionately adjusted to account for the admission and Dissociation of Members. Changes in the Members’ Membership Interests other than transfers to Permitted Transferees may be made only with the unanimous approval of the Managers.

Changes in Membership Interests. If the Members’ Membership Interests change during any taxable year of the Company, the distributive share of items of Profit or Loss of each Member shall be determined in any manner (i) permitted by section 706 of the Code, and (ii) determined by the Operator.

Changes in Membership Interests. A Member’s Membership Interest may be changed in its form, so long as the underlying ownership does not change. For example, a Member may desire to change its ownership to a Revocable Living Trust or another Limited Liability Company for estate planning purposes. This change in form must be approved by the Manager, so long as there is not a change or substitute in the underlying owner/Member. With respect to a Member that is an Entity, a change in the control of the Entity is an indirect Transfer for purposes Article 2.7, and requires the unanimous written consent of all Members. With respect to a Member that is a Qualified Plan, any transfer to other trustees, custodians, administrators, account owners, participants or beneficiaries will not effect the Member’s status within the Company. Thus the change shall be allowed and there shall be no change in the Member’s rights to voting, profits and losses as they had before any purported transfer.