Common use of Admission of New Members Clause in Contracts

Admission of New Members. The Company may admit new Members (or transferees of any interests of existing Members) into the Company by the unanimous vote or consent of the Members. As a condition to the admission of a new Member, such Member shall execute and acknowledge such instruments, in form and substance satisfactory to the Company, as the Company may deem necessary or desirable to effectuate such admission and to confirm the agreement of such Member to be bound by all of the terms, covenants and conditions of this Agreement, as the same may have been amended. Such new Member shall pay all reasonable expenses in connection with such admission, including without limitation, reasonable attorneys’ fees and the cost of the preparation, filing or publication of any amendment to this Agreement or the Articles of Organization, which the Company may deem necessary or desirable in connection with such admission. No new Member shall be entitled to any retroactive allocation of income, losses, or expense deductions of the Company. The Company may make pro rata allocations of income, losses or expense deductions to a new Member for that portion of the tax year in which the Member was admitted in accordance with Section 706(d) of the Internal Revenue Code and regulations thereunder. In no event shall a new Member be admitted to the Company if such admission would be in violation of applicable Federal or State securities laws or would adversely affect the treatment of the Company as a partnership for income tax purposes. (Check if Applicable)

Appears in 150 contracts

Samples: Limited Liability Company Operating Agreement, Limited Liability Company Operating Agreement, Limited Liability Company Operating Agreement

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Admission of New Members. The Company New Members may admit new Members (or transferees of any interests of existing Members) into be admitted to the Company by the through a unanimous vote or consent of the Membersexisting members. As This also applies to the transferees of the interest of existing members. Before a condition new Member can be admitted to the Company, they must execute and acknowledge any instruments required by the Members in a way that satisfies the Company as relates to the admission of a the new Member, such Member shall execute and acknowledge such instruments, in form and substance satisfactory to furthermore confirms the Company, as the Company may deem necessary or desirable to effectuate such admission and to confirm the clear agreement of such the new Member to be bound by all of the terms, covenants conditions, covenants, and conditions understandings of this Agreement, as the same may have been amendedAgreement in its current state or after amendment. Such The new Member shall will be required to pay all the reasonable expenses incurred in connection with such admissionadmitting the Member to the Company which includes but isn’t limited to attorney fees, including without limitationcosts associated with preparing, reasonable attorneys’ fees and the cost of the preparationfiling, filing or publication of any amendment publishing amendments to this Agreement or the Articles of Organization, which Organization of the Company may deem necessary or desirable in connection with such admissionCompany. No new Member shall be New members are not entitled to any retroactive distribution or allocation of income, losses, or expense deductions of deductions. At its discretion, the Company. The Company may make pro has the ability to create pro-rata allocations of the income, losses losses, or expense deductions to a the new Member for that only the portion of the tax year in which that the Member was admitted to the Company which is in accordance line with Section 706(d) of the Internal Revenue Code and regulations thereunderCode. If admitting a new Member to the Company will be a violation of any federal or state securities laws or would negatively impact the treatment of the company for income tax purposes, then under no circumstances will a member be admitted to the Company. In no event shall a new Member Member(s) be admitted to the Company if such admission would be in violation of applicable Federal or State securities laws or would adversely affect the treatment of the Company as a partnership for income tax purposes. (Check if Applicable).

Appears in 9 contracts

Samples: Limited Liability Company Operating Agreement, Limited Liability Company Operating Agreement, Pennsylvania Limited Liability Company Operating Agreement

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Admission of New Members. The Company may admit new Members (or transferees of any interests of existing Members) into the Company by the unanimous vote or consent of the Members. As a condition to the admission of a new Member, such Member shall execute and acknowledge such instruments, in form and substance satisfactory to the Company, as the Company may deem necessary or desirable to effectuate such admission and to confirm the agreement of such Member to be bound by all of the terms, covenants and conditions of this Agreement, as the same may have been amended. Such new Member shall pay all reasonable expenses in connection with such admission, including without limitation, reasonable attorneys’ fees and the cost of the preparation, filing or publication of any amendment to this Agreement or the Articles of Organization, which the Company may deem necessary or desirable in connection with such admission. No new Member shall be entitled to any retroactive allocation of income, losses, or expense deductions of the Company. The Company may make pro rata allocations of income, losses or expense deductions to a new Member for that portion of the tax year in which the Member was admitted in accordance with Section 706(d) of the Internal Revenue Code and regulations thereunder. In no event shall a new Member be admitted to the Company if such admission would be in violation of applicable Federal or State securities laws or would adversely affect the treatment of the Company as a partnership for income tax purposes. (Check if Applicable).

Appears in 4 contracts

Samples: Limited Liability Company Operating Agreement, Disclaimer, Limited Liability Company Operating Agreement

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