Admission of Members Disposition of Membership Interests. Section 4.1 Admission of Assignee as a Member 10 Section 4.2 Requirements Applicable to All Dispositions and Admissions 11 ARTICLE V CAPITAL CONTRIBUTIONS Section 5.1 Initial Capital Contributions 11 Section 5.2 Loans 11 Section 5.3 Return of Contributions 11
Admission of Members Disposition of Membership Interests. Section 4.1 Assignment; Admission of Assignee as a Member. Subject to this Article IV, a Member may assign in whole or in part its Membership Interests. An Assignee has the right to be admitted to the Company as a Member, with the Membership Interests (and attendant Sharing Ratio) so transferred to such Assignee, only if (a) the Member making the Disposition (a “Disposing Member”) has granted the Assignee either (i) all, but not less than all, of such Disposing Member’s Membership Interests or (ii) the express right to be so admitted and (b) such Disposition is effected in strict compliance with this Article IV. If a Member transfers all of its Membership Interest in the Company pursuant to this Article IV, such admission shall be deemed effective immediately upon the transfer and, immediately upon such admission, the transferor Member shall cease to be a member of the Company.
Admission of Members Disposition of Membership Interests. 11 Section 4.1 Admission of Assignee as a Member 11 Section 4.2 Requirements Applicable to All Dispositions and Admissions 11 ARTICLE V CAPITAL CONTRIBUTIONS 12 Section 5.1 Initial Capital Contributions 12 Section 5.2 Loans 12 Section 5.3 Return of Contributions 12 ARTICLE VI DISTRIBUTIONS AND ALLOCATIONS 12 Section 6.1 Distributions 12 Section 6.2 Allocations of Profits and Losses 12 Section 6.3 Limitations on Distributions 12 ARTICLE VII MANAGEMENT 13 Section 7.1 Management by Board of Directors 13 Section 7.2 Number; Qualification; Tenure 14 Section 7.3 Regular Meetings 14 Section 7.4 Special Meetings 14 Section 7.5 Notice 14 Section 7.6 Action by Consent of Board 14 Section 7.7 Conference Telephone Meetings 15 Section 7.8 Quorum 15 Section 7.9 Vacancies; Increases in the Number of Directors 15 Section 7.10 Committees 15 Section 7.11 Removal 16 Section 7.12 Compensation of Directors 16 Section 7.13 Chairman of the Board 17 ARTICLE VIII OFFICERS 17 Section 8.1 Officers 17 Section 8.2 Election and Term of Office 17 Section 8.3 Chief Executive Officer 17 Section 8.4 Chief Financial Officer 18 Section 8.5 President 18 Section 8.6 Vice Presidents 18 Section 8.7 Treasurer 18 Section 8.8 Secretary 19 Section 8.9 General Counsel 19 Section 8.10 Controller 19 Section 8.11 Removal 20 Section 8.12 Vacancies 20 ARTICLE IX INDEMNITY AND LIMITATION OF LIABILITY 20 Section 9.1 Indemnification of Directors and Officers 20 ARTICLE X TAXES 20 Section 10.1 Taxes 20 ARTICLE XI BOOKS, RECORDS, REPORTS, AND BANK ACCOUNTS 21 Section 11.1 Maintenance of Books 21 Section 11.2 Reports 21 Section 11.3 Bank Accounts 21 ARTICLE XII DISSOLUTION, WINDING-UP, TERMINATION AND CONVERSION 21 Section 12.1 Dissolution 21 Section 12.2 Winding-Up and Termination 22 Section 12.3 Deficit Capital Accounts 23 Section 12.4 Certificate of Cancellation 23 ARTICLE XIII GENERAL PROVISIONS 23 Section 13.1 Offset 23 Section 13.2 Notices 23 Section 13.3 Entire Agreement; Superseding Effect 24 Section 13.4 Effect of Waiver or Consent 24 Section 13.5 Amendment or Restatement 24 Section 13.6 Binding Effect 25 Section 13.7 Governing Law; Severability 25 Section 13.8 Further Assurances 25 Section 13.9 Waiver of Certain Rights 25 Section 13.10 Counterparts 25 Exhibit A Exhibit B Exhibit C Members Directors Officers AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF WESTERN GAS EQUITY HOLDINGS, LLC This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of Western Gas Equity Holdings, LLC (the “...
Admission of Members Disposition of Membership Interests
