Springing Member Sample Clauses
A Springing Member clause designates an individual or entity who will automatically become a member of a company or LLC under certain triggering events, such as the resignation, death, or removal of an existing member. This clause typically outlines the specific conditions under which the Springing Member's rights and responsibilities are activated, ensuring continuity in the company's management or ownership structure. Its core function is to prevent operational disruptions by ensuring there is always at least one member in the company, thereby maintaining its legal existence and compliance with statutory requirements.
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Springing Member. As long as any Obligation is outstanding, the Member shall cause the Company at all times to have at least one Springing Member who shall become a member having 0% economic interest in the Company upon the occurrence of the events specified in Section 5(b). Upon the occurrence of any such event, the personal representative (as defined in the Act) of the Member (which shall be Ventas, Inc. so long as Ventas, Inc. retains all of the common stock of the Member) shall automatically be entitled to the distributions to which the Member was entitled hereunder and any other right conferred thereupon by the Act or this Agreement. All right, power and authority of the Springing Member shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement. The initial Springing Member shall be ▇▇▇▇▇▇ ▇▇▇▇▇▇▇.
Springing Member. With respect to any Borrower or any SPE Entity that is a single member Delaware limited liability company, a Person who is not a member of such Borrower or SPE Entity but who has signed the Entity Agreement of such Borrower or SPE Entity in order that, upon the conditions set forth in such Entity Agreement, such Person can become a Special Member without any delay in order that at all times such Borrower or SPE Entity shall have at least one member. Stabilized Property. A completed project on which all improvements related to the development of such Real Estate have been substantially completed (excluding tenant/licensee improvements) for eighteen (18) months, or which has a capitalized value determined in accordance with GAAP that exceeds its book value determined in accordance with GAAP, shall constitute a Stabilized Property. Additionally, Borrowers may elect to designate a project as a Stabilized Property as provided for in the definition of Development Property. Once a project becomes a Stabilized Property under this Agreement, it shall remain a Stabilized Property. State. A state of the United States of America and the District of Columbia.
Springing Member. The Springing Member of the Series shall be .
Springing Member. Borrower shall provide written notice to ▇▇▇▇▇▇ Mae promptly of any change in a Borrower’s springing member.
Springing Member. (a) Upon the occurrence of any event that causes the Members to cease to be Members of the Company other than (a) an assignment by the Members of all of their Membership Interest in the Company and the admission of a transferee pursuant to Article XIII, or (b) the resignation of Members and the admission of replacement Members of the Company pursuant to Article XIII, the Independent Manager shall, without any action of any Person and simultaneously with the Member ceasing to be a Member of the Company, automatically be admitted to the Company as a Springing Member and shall continue the Company without dissolution. No Springing Member may resign from the Company or transfer its rights as Springing Member unless a successor Springing Member has been admitted to the Company as Springing Member by executing a counterpart to this Agreement; provided, however, the Springing Member shall automatically cease to be a Member of the Company upon the admission to the Company of a substitute Member, appointed by the personal representative of the Person that had been the last remaining Member.
(b) A Springing Member shall only have the rights and duties expressly set forth in this Agreement and shall be a Member of the Company that has no interest in the Net Profits, Net Losses, and capital of the Company, or any right to receive any distribution of Company assets. A Springing Member shall not be required to make any Capital Contributions to the Company. Except as required by any mandatory provision of the Act, or otherwise provided in this Agreement in regards to the rights and obligations of an Independent Manager, a Springing Member, in its capacity as a Springing Member, shall have the right to vote on, approve, or otherwise consent to any action by, or matter relating to, an action authorized to be taken by the Members. Each Person acting as a Springing Member shall execute a counterpart to this Agreement. The initial Springing Member shall be as set forth on Exhibit A.