BEMT definition
Examples of BEMT in a sentence
To the extent that BEMT or a BEMT Transferee Transfers all or a portion of its Interest in accordance with Section 12 to a BEMT Transferee, such BEMT Transferee may be appointed as an additional Manager under this Section 9.1(a) by BEMT or a BEMT Transferee then holding all or a portion of an Interest without any further action or authorization by any Member.
During the term of this Agreement, BEMT shall not cause, suffer, or permit the JV to issue any additional securities of any class or nature, nor to take any other action, or omit to take any action, the result of which is to render the JV Membership Interests to be less than 50% of the issued and outstanding securities of the JV.
BEMT shall not directly or indirectly (a) suffer any amendment or other modification of any JV Membership Interests or (b) sell, assign (by operation of law or otherwise), exchange, liquidate, grant, or otherwise dispose of any JV Membership Interests or any lien or other interest therein.
BEMT hereby authorizes SOIF II, to the extent permitted by applicable law, to file any financing or continuation statement without the signature of BEMT, to complete, execute, and file any such statement on behalf of BEMT, and to file this Agreement as a financing or continuation statement.
The terms, covenants, conditions, and other provisions of this Agreement shall be binding upon the administrators, successors, and assigns of BEMT, and shall, together with all rights, powers, and remedies of SOIF II hereunder, inure to the benefit of SOIF II and any one or more present or future successors, pledgees, assignees, or endorsees of SOIF II, subject to all applicable provisions of the BEMT Note.
Only after such application and after payment of any other amount required by any provision of law need SOIF II account to BEMT for any surplus.
Any elections or other decisions relating to such allocations shall be made by BEMT in any manner that reasonably reflects the purpose and intention of this Agreement.
BEMT shall not vote or take any other steps with respect to the Pledged Collateral without SOIF II’s express prior written consent and SOIF II shall have the sole right, in its sole discretion without any notice to BEMT or any other person or entity, to transfer all or any part of the Pledged Collateral into SOIF II’s name and to vote any and all JV Membership Interests as it deems advisable for its protection.
Any use of the term “Managers” in this Agreement shall refer only to BEMT.
BEMT shall have the power and authority to appoint one (1) Manager without any further action or approval by any Member, and BEMT hereby appoints BEMT as its initial Manager.