Common use of New Members Clause in Contracts

New Members. The Company may issue additional Interests and thereby admit a new Member or Members, as the case may be, to the Company, only if such new Member (i) has delivered to the Company its Capital Contribution, (ii) has agreed in writing to be bound by the terms of this Agreement by becoming a party hereto, and (iii) has delivered such additional documentation as the Company shall reasonably require to so admit such new Member to the Company. Without the prior written consent of each then-current Member, a new Member may not be admitted to the Company if the Company would, or may, have in the aggregate more than one hundred (100) members. For purposes of determining the number of members under this Section 5.7, a Person (the “Beneficial Owner”) indirectly owning an interest in the Company through a partnership, grantor trust or S corporation (as such terms are used in the Code) (the “Flow-Through Entity”) shall be considered a member, but only if (i) substantially all of the value of the Beneficial Owner’s interest in the Flow-Through Entity is attributable to the Flow-Through Entity’s interest (direct or indirect) in the Company and (ii) in the sole discretion of the Managers, a principal purpose of the use of the Flow-Through Entity is to permit the Company to satisfy the 100-member limitation.

New Members. The Company may issue additional Interests and thereby admit a new Member or Members, as the case may be, to the Company, only if such new Member (i) has delivered to the Company its Capital Contribution, (ii) has agreed in writing to be bound by the terms of this Agreement by becoming a party hereto, and (iii) has delivered such additional documentation as the Company shall reasonably require to so admit such new Member to the Company. Without the prior written consent of each then-current Member, a new Member may not be admitted to the Company if the Company would, or may, have in the aggregate more than one hundred (100) members. For purposes of determining the number of members under this Section 5.7, a Person (the “Beneficial Ownerbeneficial owner”) indirectly owning an interest in the Company through a partnership, grantor trust or S corporation (as such terms are used in the Code) (the “Flowflow-Through Entitythrough entity”) shall be considered a member, but only if (i) substantially all of the value of the Beneficial Ownerbeneficial owner’s interest in the Flowflow-Through Entity through entity is attributable to the Flowflow-Through Entitythrough entity’s interest (direct or indirect) in the Company and (ii) in the sole discretion of the Managers, a principal purpose of the use of the Flowflow-Through Entity through entity is to permit the Company to satisfy the 100-member limitation.

New Members. The Upon approval by Bluerock and Xxxxxxx, the Company may issue additional Interests and thereby admit a new Member or Members, as the case may be, to the Company, only if such new Member (i) has delivered to the Company its Capital Contribution, (ii) has agreed in writing to be bound by the terms of any Collateral Agreements (including the Backstop Agreement) and this Agreement by becoming a party hereto, and (iii) has delivered such additional documentation as the Company shall reasonably require to so admit such new Member to the Company. Without the prior written consent of each then-current Member, a new Member may not be admitted to the Company if the Company would, or may, have in the aggregate more than one hundred (100) members. For purposes of determining the number of members under this Section 5.7, a Person (the “Beneficial Ownerbeneficial owner”) indirectly owning an interest in the Company through a partnership, grantor trust or S corporation (as such terms are used in the Code) (the “Flowflow-Through Entitythrough entity”) shall be considered a member, but only if (i) substantially all of the value of the Beneficial Ownerbeneficial owner’s interest in the Flowflow-Through Entity through entity is attributable to the Flowflow-Through Entitythrough entity’s interest (direct or indirect) in the Company and (ii) in the sole discretion of the ManagersManagement Committee, a principal purpose of the use of the Flowflow-Through Entity through entity is to permit the Company to satisfy the 100-member limitation.

New Members. The Company may issue additional Interests and thereby admit a new Member or Members, as the case may be, to the Company, only if such new Member (i) has delivered to the Company its Capital Contribution, (ii) has agreed in writing to be bound by the terms of this Agreement by becoming a party hereto, and (iii) has delivered such additional documentation as the Company shall reasonably require to so admit such new Member to the Company. Without the prior written consent of each then-current Member, a new Member may not be admitted to the Company if the Company would, or may, have in the aggregate more than one hundred (100) members. For purposes of determining the number of members under this Section 5.7, a Person (the “Beneficial Ownerbeneficial owner”) indirectly owning an interest in the Company through a partnership, grantor trust or S corporation (as such terms are used in the Code) (the “Flowflow-Through Entitythrough entity”) shall be considered a member, but only if (i) substantially all of the value of the Beneficial Ownerbeneficial owner’s interest in the Flowflow-Through Entity through entity is attributable to the Flowflow-Through Entitythrough entity’s interest (direct or indirect) in the Company and (ii) in the sole discretion of the ManagersManager, a principal purpose of the use of the Flowflow-Through Entity through entity is to permit the Company to satisfy the 100-member limitation.

New Members. The Upon approval by Bluerock and Cxxxxxx, the Company may issue additional Interests and thereby admit a new Member or Members, as the case may be, to the Company, only if such new Member (i) has delivered to the Company its Capital Contribution, (ii) has agreed in writing to be bound by the terms of any Collateral Agreements (including the Backstop Agreement) and this Agreement by becoming a party hereto, and (iii) has delivered such additional documentation as the Company shall reasonably require to so admit such new Member to the Company. Without the prior written consent of each then-current Member, a new Member may not be admitted to the Company if the Company would, or may, have in the aggregate more than one hundred (100) members. For purposes of determining the number of members under this Section 5.7, a Person (the “Beneficial Owner”"beneficial owner") indirectly owning an interest in the Company through a partnership, grantor trust or S corporation (as such terms are used in the Code) (the “Flow"flow-Through Entity”through entity") shall be considered a member, but only if (i) substantially all of the value of the Beneficial Owner’s beneficial owner's interest in the Flowflow-Through Entity through entity is attributable to the Flowflow-Through Entity’s through entity's interest (direct or indirect) in the Company and (ii) in the sole discretion of the ManagersManagement Committee, a principal purpose of the use of the Flowflow-Through Entity through entity is to permit the Company to satisfy the 100-member limitation.

New Members. The Company may issue additional Interests and thereby admit a new Member or Members, as the case may be, to the Company, only if such new Member (i) has delivered to the Company its Capital Contribution, (ii) has agreed in writing to be bound by the terms of this Agreement by becoming a party hereto, and (iii) has delivered such additional documentation as the Company shall reasonably require to so admit such new Member to the Company. Without the prior written consent of each then-current Member, a new Member may not be admitted to the Company if the Company would, or may, have in the aggregate more than one hundred (100) members. For purposes of determining the number of members under this Section 5.7, a Person (the “Beneficial Ownerbeneficial owner”) indirectly owning an interest in the Company through a partnership, grantor trust or S corporation (as such terms are used in the Code) (the “Flowflow-Through Entitythrough entity”) shall be considered a member, but only if (i) substantially all of the value of the Beneficial Ownerbeneficial owner’s interest in the Flowflow-Through Entity through entity is attributable to the Flowflow-Through Entitythrough entity’s interest (direct or indirect) in the Company and (ii) in the sole discretion of the ManagersManagement Committee, a principal purpose of the use of the Flowflow-Through Entity through entity is to permit the Company to satisfy the 100-member limitation.

New Members. The Upon approval by the Members, the Company may issue additional Interests and thereby admit a new Member or Members, as the case may be, to the Company, only if such new Member (i) has delivered to the Company its Capital Contribution, (ii) has agreed in writing to be bound by the terms of any Collateral Agreements and this Agreement by becoming a party hereto, and (iii) has delivered such additional documentation as the Company shall reasonably require to so admit such new Member to the Company. Without the prior written consent of each then-current Member, a new Member may not be admitted to the Company if the Company would, or may, have in the aggregate more than one hundred (100) members. For purposes of determining the number of members under this Section 5.7, a Person (the “Beneficial Ownerbeneficial owner”) indirectly owning an interest in the Company through a partnership, grantor trust or S corporation (as such terms are used in the Code) (the “Flowflow-Through Entitythrough entity”) shall be considered a member, but only if (i) substantially all of the value of the Beneficial Ownerbeneficial owner’s interest in the Flowflow-Through Entity through entity is attributable to the Flowflow-Through Entitythrough entity’s interest (direct or indirect) in the Company and (ii) in the sole discretion of the ManagersManagement Committee, a principal purpose of the use of the Flowflow-Through Entity through entity is to permit the Company to satisfy the 100-member limitation.

New Members. The Company may issue additional Interests and thereby admit a new Member or Members, as the case may be, to the Company, only if such new Member (i) has delivered to the Company its Capital Contribution, (ii) has agreed in writing to be bound by the terms of this Agreement by becoming a party hereto, and (iii) has delivered such additional documentation as the Company shall reasonably require to so admit such new Member to the Company. Without the prior written consent of each then-current Member, a new Member may not be admitted to the Company if the Company would, or may, have in the aggregate more than one hundred (100) members. For purposes of determining the number of members under this Section 5.7, a Person (the “Beneficial Owner”"beneficial owner") indirectly owning an interest in the Company through a partnership, grantor trust or S corporation (as such terms are used in the Code) (the “Flow"flow-Through Entity”through entity") shall be considered a member, but only if (i) substantially all of the value of the Beneficial Owner’s beneficial owner's interest in the Flowflow-Through Entity through entity is attributable to the Flowflow-Through Entity’s through entity's interest (direct or indirect) in the Company and (ii) in the sole discretion of the ManagersManager, a principal purpose of the use of the Flowflow-Through Entity through entity is to permit the Company to satisfy the 100-member limitation.

New Members. The Company may issue additional Interests and thereby admit a new Member or Members, as the case may be, to the Company, only if such new Member (i) has delivered to the Company its Capital Contribution, (ii) has agreed in writing to be bound by the terms of this Agreement by becoming a party hereto, and (iii) has delivered such additional documentation as the Company shall reasonably require to so admit such new Member to the Company. Without the prior written consent of each then-current Member, a new Member may not be admitted to the Company if the Company would, or may, have in the aggregate more than one hundred (100) members. For purposes of determining the number of members under this Section 5.7, a Person (the “Beneficial Owner”) indirectly owning an interest in the Company through a partnership, grantor trust or S corporation (as such terms are used in the Code) (the “Flow-Through Entity”) shall be considered a member, but only if (i) substantially all of the value of the Beneficial Owner’s interest in the Flow-Through Entity is attributable to the Flow-Through Entity’s interest (direct or indirect) in the Company and (ii) in the sole discretion of the ManagersManager, a principal purpose of the use of the Flow-Through Entity is to permit the Company to satisfy the 100-member limitation.

New Members. The Upon approval by Bluerock and Cxxxxxx, the Company may issue additional Interests and thereby admit a new Member or Members, as the case may be, to the Company, only if such new Member (i) has delivered to the Company its Capital Contribution, (ii) has agreed in writing to be bound by the terms of any Collateral Agreement (including the Backstop Agreement) and this Agreement by becoming a party hereto, and (iii) has delivered such additional documentation as the Company shall reasonably require to so admit such new Member to the Company. Without the prior written consent of each then-current Member, a new Member may not be admitted to the Company if the Company would, or may, have in the aggregate more than one hundred (100) members. For purposes of determining the number of members under this Section 5.7, a Person (the “Beneficial Ownerbeneficial owner”) indirectly owning an interest in the Company through a partnership, grantor trust or S corporation (as such terms are used in the Code) (the “Flowflow-Through Entitythrough entity”) shall be considered a member, but only if (i) substantially all of the value of the Beneficial Ownerbeneficial owner’s interest in the Flowflow-Through Entity through entity is attributable to the Flowflow-Through Entitythrough entity’s interest (direct or indirect) in the Company and (ii) in the sole discretion of the ManagersManagement Committee, a principal purpose of the use of the Flowflow-Through Entity through entity is to permit the Company to satisfy the 100-member limitation.

New Members. The Company may issue additional Interests and thereby admit a new Member or Members, as the case may be, to the Company, only if such new Member (i) has delivered to the Company its Capital Contribution, (ii) has agreed in writing to be bound by the terms of this Agreement by becoming a party hereto, and (iii) has delivered such additional documentation as the Company shall reasonably require to so admit such new Member to the Company. Without the prior written consent of each then-current Member, a new Member may not be admitted to the Company if the Company would, or may, have in the aggregate more than one hundred (100) members. For purposes of determining the number of members under this Section 5.7, a Person (the “Beneficial Owner”) indirectly owning an interest in the Company through a partnership, grantor trust or S corporation (as such terms are used in the Code) (the “Flow-Through Entity”) shall be considered a member, but only if (i) substantially all of the value of the Beneficial Owner’s interest in the Flow-Through Entity is attributable to the Flow-Through Entity’s interest (direct or indirect) in the Company and (ii) in the sole discretion of the ManagersManager, a principal purpose of the use of the Flow-Through Entity is to permit the Company to satisfy the 100-member limitation. Notwithstanding anything herein to the contrary, contemporaneously with this Agreement, BRG has been admitted to the Company as a Member.

New Members. The Company may issue additional Interests and thereby admit a new Member or Members, as the case may be, to the Company, only if such new Member (i) has delivered to the Company its Capital Contribution, (ii) has agreed in writing to be bound by the terms of this Agreement by becoming a party hereto, and (iii) has delivered such additional documentation as the Company shall reasonably require to so admit such new Member to the Company. Without the prior written consent of each then-current Member, a new Member may not be admitted to the Company if the Company would, or may, have in the aggregate more than one hundred (100) members. For purposes of determining the number of members under this Section 5.75.7 and under Section 12.3(b)(v), a Person (the “Beneficial Owner”) indirectly owning an interest in the Company through a partnership, grantor trust or S corporation (as such terms are used in the Code) (the “Flow-Through Entity”) shall be considered a member, but only if (i) substantially all of the value of the Beneficial Owner’s interest in the Flow-Through Entity is attributable to the Flow-Through Entity’s interest (direct or indirect) in the Company and (ii) in the sole discretion of the ManagersManager, a principal purpose of the use of the Flow-Through Entity is to permit the Company to satisfy the 100-member limitation.

New Members. The Company may issue additional Interests and thereby admit a new Member or Members, as the case may be, to the Company, only if such new Member (i) has delivered to the Company its Capital Contribution, (ii) has agreed in writing to be bound by the terms of this Agreement by becoming a party hereto, and (iii) has delivered such additional documentation as the Company shall reasonably require to so admit such new Member to the Company. Without the prior written consent of each then-current Member, a new Member may not be admitted to the Company if the Company would, or may, have in the aggregate more than one hundred (100) members. For purposes of determining the number of members under this Section 5.7, a Person (the “Beneficial Owner”) indirectly owning an interest in the Company through a partnership, grantor trust or S corporation (as such terms are used in the Code) (the “Flow-Through Entity”) shall be considered a member, but only if (i) substantially all of the value of the Beneficial Owner’s interest in the Flow-Through Entity is attributable to the Flow-Through Entity’s interest (direct or indirect) in the Company and (ii) in the sole discretion of the ManagersManager, a principal purpose of the use of the Flow-Through Entity is to permit the Company to satisfy the 100-member limitation. Notwithstanding anything herein to the contrary, contemporaneously with this Agreement, BHN has been admitted to the Company as a Member.

New Members. The Upon approval by Bluerock and Cxxxxxx, the Company may issue additional Interests and thereby admit a new Member or Members, as the case may be, to the Company, only if such new Member (i) has delivered to the Company its Capital Contribution, (ii) has agreed in writing to be bound by the terms of any Collateral Agreements (including the Backstop Agreements) and this Agreement by becoming a party hereto, and (iii) has delivered such additional documentation as the Company shall reasonably require to so admit such new Member to the Company. Without the prior written consent of each then-current Member, a new Member may not be admitted to the Company if the Company would, or may, have in the aggregate more than one hundred (100) members. For purposes of determining the number of members under this Section 5.7, a Person (the “Beneficial Ownerbeneficial owner”) indirectly owning an interest in the Company through a partnership, grantor trust or S corporation (as such terms are used in the Code) (the “Flowflow-Through Entitythrough entity”) shall be considered a member, but only if (i) substantially all of the value of the Beneficial Ownerbeneficial owner’s interest in the Flowflow-Through Entity through entity is attributable to the Flowflow-Through Entitythrough entity’s interest (direct or indirect) in the Company and (ii) in the sole discretion of the ManagersManagement Committee, a principal purpose of the use of the Flowflow-Through Entity through entity is to permit the Company to satisfy the 100-member limitation.