Springing Member definition

Springing Member means a Person who has signed the limited liability company agreement of a given Delaware limited liability company, which agreement provides that, upon the withdrawal, dissolution or disassociation of the last remaining member of such limited liability company (subject to applicable Gaming Laws), such Person shall become a member of such limited liability company having no economic interest therein.

Springing Member means a Person who is not a member of the Company but who has signed this Agreement in order that, upon the conditions described in Section 5(c), such Person can become the Special Member without any delay in order that at all times the Company shall have at least one member.

Springing Member has the meaning set forth in Section 8.1(b).

Examples of Springing Member in a sentence

• If, however, at the time of a Member Cessation Event, Springing Member 1 has died or is otherwise no longer able to step into the role of Special Member, then in such event, Springing Member 2 shall, concurrently with the Member Cessation Event, and without any action of any Person and simultaneously with the Member Cessation Event, automatically be admitted to the Company as Special Member and shall continue the Company without dissolution.

• In the event of a vacancy in the position of Springing Member 1 or Springing Member 2, the Member shall, as soon as practicable, appoint a successor Springing Member to fill such vacancy.

• No resignation or removal of either Springing Member 1 or Springing Member 2, and no appointment of a successor Springing Member, shall be effective unless and until such successor shall have executed a counterpart to this Agreement.

• In order to implement the admission to the Company of the Special Member, each of Springing Member 1 and Springing Member 2 shall execute a counterpart to this Agreement.

• By signing this Agreement, a springing member agrees that, should such Springing Member become a Special Member, such springing member will be subject to and bound by the provisions of this Agreement applicable to a Special Member.

More Definitions of Springing Member

Springing Member means each Person who executes a counterpart to this Agreement agreeing to become a member of the Company with no economic interest in the Company upon the dissolution, withdrawal or other event that causes the last remaining Member of the Company to become disassociated from the Company in order that at all times the Company shall have at least one member.

Springing Member means, upon such person's admission to the Company as a member of the Company pursuant to Section 8.2, a Person acting as Springing Member, in such Person's capacity as a member of the Company. A Springing Member shall only have the rights and duties expressly set forth in this Agreement.

Springing Member means Springing Member 1 or Springing Member 2.

Springing Member shall have the meaning set forth in Section 3.1.24(v)

Springing Member has the meaning set forth in Section 5(d).

Springing Member means the Person appointed as Springing Member by the Member pursuant to Section 11.

Springing Member means each of Springing Member 1 and Springing Member 2.