THE MEMBERS Sample Clauses

THE MEMBERS. Members are the owners of the Company. Members are not entitled to compensation for services furnished to the Company in the Member’s capacity as a Member. The name and residential address of each Member is contained in Exhibit 1 attached to this Agreement. Each Member’s initial membership interest is the percentage set forth in Exhibit 1. An unauthorized transfer of a Member’s interest could create a substantial hardship for the Company. Consequently, the Members agree to the restrictions and procedures affecting the ownership and transfer of the Members’ interests as identified in Article VII. The Members acknowledge these restrictions are not intended to penalize, but rather are intended to protect and preserve the existing trust-based relationships, the Company’s capital, and the Company’s financial ability to continue its operations.
THE MEMBERS. (i) acknowledge that the Service Company, the Manager and their respective members, managers, directors, officers, employees, agents, Affiliates and their respective Affiliates are or may be involved in other financial, investment and professional activities, including but not limited to: management of or participation in other investment funds; venture capital, private equity, public equity and real estate investing; purchases and sales of Securities; investment and management counseling; otherwise making investments or presenting investment opportunities to third parties; founding, organizing or promoting new companies; the ongoing business operations of the Wefunder entities, acquiring equity interests or other Securities i n t h e Portfolio Companies (prior to, concurrently with, or subsequent to the Company’s investment and with or without cash consideration); and serving as officers, directors, advisors, consultants, and agents of other entities; and (ii) agree that, the Service Company, the Manager and their respective members, managers, directors, officers, employees, agents, Affiliates and their respective Affiliates may engage for their own accounts and for the accounts of others in any such ventures and activities (without regard to whether the interests of such ventures and activities conflict with o r are adverse with those of the Company); and (iii) agree that the Company shall have no interest, obligation or special legal right to invest in the Portfolio Companies. The Members acknowledge that the Manager (or its Affiliates) may currently manage or in the future manage the investments of one of its Affiliates in Securities of one or more of the Portfolio Companies and that such Securities may have been or be purchased at different prices than the price paid by the Company for similar Securities and that such Securities may be sold at different times, different prices and on different terms than the Manager causes the Company to sell its Securities of such Portfolio Companies. Neither the Company nor any Member shall have any right by virtue of this Agreement or the existence of the Company in and to such ventures or activities or to the income or profits derived therefrom, and th e Service Company, the Manager and their respective members, managers, directors, officers, employees, agents, Affiliates and their respective Affiliates shall have no duty or obligation to make any reports to the Members or the Company with respect to any such ventures or activities.
THE MEMBERS. Representative Board shall consider the alternative proposal or proposals submitted to them and notify the person or body proposing the Resolution of any further concerns, and the reasons for them, which they have.
THE MEMBERS. (a) No Member has ever (i) made a general assignment for the benefit of creditors, (ii) filed, or had filed against such Member, any bankruptcy petition or similar filing, (iii) suffered the attachment or other judicial seizure of all or a substantial portion of such Member’s assets, (iv) admitted in writing such Member’s inability to pay his or her debts as they become due, or (v) taken or been the subject of any action that may have an adverse effect on his ability to comply with or perform any of his covenants or obligations under any of the Other Agreements or which would require disclosure in the Registration Statement.