Assigning Member definition
Examples of Assigning Member in a sentence
The Company will not charge the Assigning Member for Assignments except for necessary and reasonable costs actually incurred by the Company.
In the event that an Assignee does not become a Member of the Company, the Assigning Member shall retain all rights to participate in the management of the business and the affairs of the Company, including all Member voting rights and all other rights not transferred to Assignee, and the Assigning Member shall be entitled to exercise all such rights on its own behalf or on behalf of the Assignee to the same extent as prior to any such transfer.
Each Member shall Vote in proportion to the Member’s Percentage Interest as of the governing record date, determined in accordance with Section 7.2. If a Member has assigned all or part of the Member’s Economic Interest to a person who has not been admitted as a Member, the Assigning Member shall Vote in proportion to the Percentage Interest that the Assigning Member would have had, if the assignment had not been made.
Each Member will Vote in proportion to the Member’s Percentage Interest as of the governing record date, determined in accordance with Section 7.2. If a Member has assigned all or part of the Member’s Economic Interest to a person who has not been admitted as a Member, the Assigning Member will Vote in proportion to the Percentage Interest that the Assigning Member would have had if the assignment had not been made.
The undersigned agrees that, unless and until Collateral Agent shall have exercised its rights and remedies under the Security Agreement and then only to the extent set forth therein, Collateral Agent shall have no responsibility for any of the liabilities or obligations of the Assigning Member to the undersigned nor any interest in any of the rights of the Assigning Member under the Titling Company Agreement.
If there is more than one Assigning Member, the Assigning Members shall allocate the ROFO Price between or among them as determined by the Assigning Members, which shall be disclosed in the ROFO Notice, and all actions required by the Assigning Member(s) pursuant to this Section 11.4 shall be agreed upon by all of the Assigning Members so that they act in a single, unified manner.
Notwithstanding anything to the contrary contained in this Agreement, a Voting Member that becomes a defaulting Buying ROFO Member or a defaulting Assigning Member under this Section 11.4 (which default continues after the expiration of any applicable notice and grace periods set forth in this Section 11.4) shall (A) permanently become a Defaulting Member and cease to be a Voting Member, and (B) not have any right to thereafter give a ROFO Election Notice or to give an Election Notice under Section 11.5.
In addition, if performing Members are unwilling to purchase the entire offered Membership Interest, the Assigning Member may treat either the entire Membership Interest that is the subject of the First Offer Notice or such portion thereof as the non-performing Member had elected to purchase as not subscribed pursuant to the First Offer, in which case such Membership Interest or portion thereof (if the remaining amount is being sold to the performing Members) may be Assigned as set forth below.
The undersigned further warrants and represents to Collateral Agent that the Titling Company Agreement authorizes the assignment and security interest made by such Assigning Member to Collateral Agent.
In the case of a Transfer of a Membership Interest during any fiscal year, the Assigning Member and Assignee shall each be allocated a share of Profits or Losses based on the number of days each held the Membership Interest during that fiscal year.