Existing Member Clause Samples

Existing Member. A signatory to this Agreement that is a County in which PrimeWest Health has contracted with DHS) and/or CMS for the provision of services to Minnesota Health Care Program enrollees in such County.

Existing Member. (a) By execution of the Contribution Agreement, the Existing Member was admitted as a Member of the Company. In accordance with Section 8.1(b), as a holder of Units, the Existing Member shall have such rights in and to the profits and losses of the Company and rights to receive distributions of the Company’s assets and such other rights and obligations, in accordance with the ownership of its Units as specified in Section 10.1 herein. The name and the address of the Existing Member of the Company is as follows: RFS Holding, Inc. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Manager of Finance - Securitization (b) Upon the occurrence of any event that causes the last remaining Member to cease to be a member of the Company (other than upon an assignment by the last remaining Member of all of its limited liability company interest in the Company and the prior or simultaneous admission of the transferee pursuant to Article XIII), each person acting as an Independent Manager pursuant to Section 9.3 shall, without any action of any Person and simultaneously with the last remaining Member ceasing to be a member of the Company, automatically be admitted to the Company as a Special Member and shall continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart to this Agreement, and (ii) such successor has also accepted its appointment as Independent Manager pursuant to Section 9.3; provided, however, the Special Members shall automatically cease to be members of the Company upon the admission to the Company of a substitute Member. Each Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, each Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger, ...