Original Member. The Original Member is Swirlds, Inc. The Original Member shall have the same rights and responsibilities as every Governing Member of the Council, except as otherwise provided in this Agreement. The Original Member shall have one vote on all issues submitted for Member votes. The Original Member shall be a permanent Member of the Council and the nomination, term, renewal and other terms set forth in Section 4.3 shall not apply to the Original Member, unless specified; provided, however, that the Original Member shall be entitled to vote to elect Governing Members in the same fashion as any other Member.
Original Member. Simultaneously with the execution of this Agreement, the Member has made a capital contribution to the Company the description and value of which is set forth on Exhibit A which is attached hereto and made a part of this Agreement.
Original Member. 6 Section 4.3 Governing Members .................................................................................. 6 Section 4.4 Liability of the Members ........................................................................... 9 Section 4.5 Outside Activities of the Members ............................................................ 9
Original Member. The Original Member of the LLC and its percentage Membership Interest is listed on Exhibit C attached hereto.
Original Member. “Original Member” means a Governmental Unit that completed all requirements to enter into this Agreement prior to the Effective Date.
Original Member. Participation in the Corporation’s and Holdings’ Tax Matters. Except as otherwise provided herein, the Corporation shall have full responsibility for, and sole discretion over, all Tax matters concerning the Corporation, and Consolidated Group and Holdings, including without limitation the preparation, filing or amending of any Tax Return and defending, contesting or settling any issue pertaining to Taxes. Notwithstanding the foregoing, the Corporation shall notify the applicable Original Member of, and keep the applicable Original Member reasonably informed with respect to, the portion of any audit of the Corporation, and Consolidated Group and Holdings by a Taxing Authority the outcome of which is reasonably expected to affect the applicable Original Member’s rights and obligations under this Agreement, and shall provide to the applicable Original Member reasonable opportunity to provide information and other input to the Corporation, Holdings and their respective advisors concerning the conduct of any such portion of such audit; provided, however, that the Corporation and Holdings shall not be required to take any action that is inconsistent with any provision of the LLC Agreement.
