Issuance of Additional Membership Interests. Any Person approved by the Manager may become a Member in the Company by the issuance by the Company of Membership Interests for such consideration, as the Manager shall unanimously determine in its sole discretion. The Manager shall determine at the time of such issuance of Membership Interests the Ownership Percentage of such newly admitted Member (with the Ownership Percentages of the then existing Members being decreased respectively). Any new Member shall sign and deliver such documents to the Manager to agree to and join all terms and conditions of this Operating Agreement
Issuance of Additional Membership Interests. Except as otherwise provided for herein, any Person approved by all of the Members may become a Member in the Company by the issuance by the Company of Membership Interests for such consideration as all of the Members shall determine. No new Members shall be entitled to any retroactive allocation of losses, income or expense deductions incurred by the Company. The Managers may, upon the approval of all the existing Members, at the time a Member is admitted, close the Company books (as though the Company’s tax year had ended) or make pro rata allocations of loss, income and expense deductions to a new Member for that portion of the Company’s tax year in which a Member was admitted in accordance with the provisions of Section 706(d) of the Code and the Treasury Regulations promulgated thereunder.
Issuance of Additional Membership Interests. Except for (a) the issuance of any Excluded Membership Interests or (b) the issuance of Membership Interests made pursuant to and in accordance with Section 5.1(c) or Article VII, the Company shall not issue any new Membership Interests, or any securities convertible into Membership Interests or other equity interests of the Company, to any Third Party or to the Members other than in accordance with their respective Percentage Interests or pursuant to and in accordance with Section 5.1(c) or Article VII.
Issuance of Additional Membership Interests. Additional membership interests in the Company may be issued from time to time for such consideration, or as a dividend, as the Members may determine. Upon receipt by the Company of payment of the consideration for the issuance of membership interests, such membership interests shall be fully paid and nonassessable.
Issuance of Additional Membership Interests. Subject to the prior approval of a Majority-in-Interest of the Members, the Manager shall have full authority to cause the Company to issue additional Membership Interests to new Members, so long as after the issuance of the additional Membership Interests the Percentage Interest of every Member is adjusted to be proportionate to the Capital Contributions made by each Member to the Company. Any new Member admitted to the Company upon the issuance of additional Membership Interests shall become a party to this Agreement agreeing to be bound by all the terms and conditions hereof by executing such documents and instruments as the Company has reasonably requested, and the Manager shall promptly amend Schedule I hereto (without the need for any action by the Members) to reflect the admission of such Member.
Issuance of Additional Membership Interests. The LLC may issue Membership Interests and admit additional Members only upon the express, written consent of the Member. The Member shall determine the necessary Capital Contributions, if any, by such additional Members. Any additional Member must execute and deliver in writing a statement of acceptance and adoption of the provisions of this Agreement.
Issuance of Additional Membership Interests. (a) Subject to the approval of Members representing a Majority Interest, the Company may issue additional Membership Interests to any Person at any time for such consideration and on such other terms and conditions as the Members representing a Majority Interest deem appropriate.
Issuance of Additional Membership Interests. Apart from the membership interests issued to each of Shaar and Hestian/VB pursuant to this MOU, no further membership interests in Newco, options in respect of unissued membership interests or other securities may be issued by Newco without the prior written consent of each Party.
Issuance of Additional Membership Interests. From the date of the formation of the Company, any Person acceptable to all of the Members (but not otherwise) may become a Member in the Company by the issuance by the Company of Membership Interests for such consideration as the Members by their unanimous written Approval shall determine, subject to the terms and conditions of this Agreement. If an issuance of additional Membership Interests is Approved in writing by all of the Members, the Company shall admit the Person receiving such issuance as a Member, so long as such Person executes and delivers to the Manager a copy of this Agreement or a counterpart hereof or agreement ratifying and adopting this Agreement in form and substance satisfactory to the Manager whereby such Person agrees expressly to be bound by the provisions of this Agreement.
Issuance of Additional Membership Interests. 3.5.1 The Company shall not issue additional Membership Interests without the consent of all of the Members, except that a Majority Interest may approve the issuance of additional Membership Interests in: (i) any public offering of Membership Interests pursuant to a Registration Statement filed under the Securities Act of 1933, as amended; or (ii) any other offering of Membership Interests provided that no Member nor its Affiliates shall directly or indirectly purchase any Membership Interests in any such offering and there shall be no understanding or agreement in effect as a result of which a Member or any of its Affiliates shall be entitled to purchase any such additional Membership Interests which are purchased by other Persons.
