Common use of Admissions, Withdrawals and Removals Clause in Contracts

Admissions, Withdrawals and Removals. No Person shall be admitted to the Company as a Member except in accordance with Paragraph 3.4 (in the case of Persons obtaining an interest in the Company directly from the Company) or Paragraph 7.7 (in the case of transferees of a Permitted Transfer of a Membership Interest in the Company from another Person). Except as otherwise specifically set forth in Paragraphs 7.8 or upon the admission of a Substitute Member pursuant to Paragraph 7.6, no Member shall be entitled to resign or withdraw from being a Member of the Company without the written consent of a Majority in Interest, which consent may be given or withheld at its sole and absolute discretion. No Member shall be subject to removal. No admission, withdrawal or removal of a Member shall, in and of itself, cause the dissolution of the Company. Any purported admission or resignation which is not in accordance with this Agreement shall be null and void.

Appears in 2 contracts

Samples: Limited Liability Company (Zany Brainy Inc), Limited Liability Company Agreement (Zany Brainy Inc)

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Admissions, Withdrawals and Removals. No Person shall be admitted to the Company as a Member except in accordance with Paragraph 3.4 (in the case of --------- Persons obtaining an interest in the Company directly from the Company) or Paragraph 7.7 7.6 (in the case of transferees of a Permitted permitted Transfer of a Membership Interest an interest --------- in the Company from another Person). Except as otherwise specifically set forth in Paragraphs 7.8 or upon the admission of a Substitute Member pursuant to Paragraph 7.67.7, no Member Member, including the Managing Member, shall be entitled to resign --------- retire or withdraw from being a Member of the Company without the written consent of a Majority in Interest, which consent consents may be given or withheld at its in each Member's sole and absolute discretion. No Member shall be subject to removal. No Except as otherwise provided in Paragraph 9.2(c), no admission, withdrawal or removal of a Member shall, in and of itself, shall cause --------- the dissolution of the Company. Any purported admission admission, withdrawal or resignation removal which is not in accordance with this Agreement shall be null and void.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Streamlogic Corp)

Admissions, Withdrawals and Removals. No Person shall be admitted to the Company as a Member except in accordance with Paragraph 3.4 (in the case of Persons obtaining an interest in the Company directly from the Company) or Paragraph 7.7 7.6 (in the case of transferees of a Permitted permitted Transfer of a Membership Interest an interest in the Company from another Person). Except as otherwise specifically set forth in Paragraphs 7.8 or upon the admission of a Substitute Member pursuant to Paragraph 7.67.7, no Member shall be entitled to resign retire or withdraw from being a Member of the Company without the written consent of a Majority in Interestthe Managing Member, which consent may be given or withheld at its in the Managing Member’s sole and absolute discretion. No Member shall be subject to removalremoval except for good cause as determined by the unanimous vote of the other Members. No admission, withdrawal withdrawal, or removal of a Member shall, in and of itself, shall cause the dissolution of the Company. Any purported admission admission, withdrawal, or resignation which removal that is not in accordance with this Agreement shall be null and void.

Appears in 1 contract

Samples: Limited Liability Company Agreement

Admissions, Withdrawals and Removals. No Person shall be admitted to the Company as a Member except in accordance with Paragraph 3.4 (in the case of Persons obtaining an interest in the Company directly from the Company) or Paragraph 7.7 7.6 (in the case of transferees of a Permitted permitted Transfer of a Membership Interest an interest in the Company from another Person). Except as otherwise specifically set forth in Paragraphs 7.8 or upon the admission of a Substitute Member pursuant to Paragraph 7.67.7, no Member Member, including the Managing Member, shall be entitled to resign retire or withdraw from being a Member of the Company without the written consent of a Majority in Interest, which consent consents may be given or withheld at its in each Member's sole and absolute discretion. No Member shall be subject to removal. No Except as otherwise provided in Paragraph 9.2(c), no admission, withdrawal or removal of a Member shall, in and of itself, shall cause the dissolution of the Company. Any purported admission admission, withdrawal or resignation removal which is not in accordance with this Agreement shall be null and void.

Appears in 1 contract

Samples: Limited Liability (Diana Corp)

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Admissions, Withdrawals and Removals. No Except as otherwise specifically set forth in this Agreement, no Person shall be admitted to the Company as a Member except in accordance with Paragraph 3.4 Sections 3.5 and 3.10 hereof (in the case of Persons obtaining an interest in the Company Interest directly from the Company) or Paragraph 7.7 Section 7.5 hereof (in the case of transferees of a Permitted permitted Transfer of a Membership an Interest in the Company from another Person). Except as otherwise specifically set forth in Paragraphs 7.8 or upon the admission of a Substitute Member pursuant to Paragraph 7.6this Agreement, no Member shall be entitled to resign retire or withdraw from being a Member of the Company without except (i) in accordance with Section 7.6 hereof, or (ii) with the written consent of the Managing Member, or, if the Managing Member is the withdrawing Member, with the consent of a Majority in Interestof the Non-Managing Members, which consent consent, in either such case, may be given or withheld at its in each such Member’s sole and absolute discretion. No Member shall be subject to removalremoval in the Company as a Member. No admission, withdrawal or removal of a Member shall, in and of itself, shall cause the dissolution of the Company. Any purported admission admission, withdrawal or resignation removal which is not in accordance with this Agreement shall be null and void.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Nationwide Health Properties Inc)

Admissions, Withdrawals and Removals. No Person shall be admitted to the Company as a Member except in accordance with Paragraph 3.4 pursuant to Sections 3.1.2 or 3.2.1 (in the case of Persons obtaining an interest in the Company directly from the Company) or Paragraph 7.7 Section 7.6 (in the case of transferees of a Permitted permitted Transfer of a Membership Interest an interest in the Company from another Person). Except as otherwise specifically set forth in Paragraphs 7.8 or upon the admission of a Substitute Member pursuant to Paragraph 7.6Section 7.7, no Member shall be entitled to resign retire or withdraw from being a Member of the Company without the written consent of a Majority in Interest, the Board of Managers (which consent may be given granted or withheld at its sole and absolute discretionby the Board of Managers). No Without in any way affecting Section 6.2.3, no Member shall be subject to removal. No admission, admission or withdrawal or removal of a Member shall, in and of itself, shall cause the dissolution of the Company. Any purported admission or resignation which withdrawal that is not in accordance with this Agreement shall be null and void.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Spectrum Pharmaceuticals Inc)

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