Amended and Restated Operating Agreement. 8 The Members and the Manager hereby execute this Agreement, effective the Effective Date, for the purpose of establishing the affairs of the Company and the conduct of its business in accordance with the provisions of the Act. The Members hereby agree that during the term of the Company, the rights and obligations of the Members with respect to the Company will be determined in accordance with the terms and conditions of this Agreement and the Act. On any matter upon which this Agreement is silent, the Act shall control. No provision of this Agreement shall be in violation of the Act and to the extent any provision of this Agreement is in violation of the Act, such provision shall be void and of no effect to the extent of such violation without affecting the validity of the other provisions of this Agreement; provided, however, that where the Act provides that a provision of the Act shall apply “unless otherwise provided in the operating agreement” or words of similar effect, the provisions of this Agreement shall in each instance control. 8
Amended and Restated Operating Agreement. Each of the Buyers shall have executed and delivered the Amended and Restated Operating Agreement.
Amended and Restated Operating Agreement. THIS AMENDED AND RESTATED OPERATING AGREEMENT of XXXXXX TELECOM INVESTORS I, LLC, a Delaware limited liability company, made as of this day of October, 2003, by Grande Communications, Inc. (“Grande”), a Delaware corporation, as sole member, recites and provides as follows:
Amended and Restated Operating Agreement. The Company, the Managers and the Members shall have executed and delivered the Amended and Restated Operating Agreement.
Amended and Restated Operating Agreement. A copy of the Amended and Restated Operating Agreement, duly executed by Buyer.
Amended and Restated Operating Agreement. The Issuer and the Signing Major Holders shall have executed and delivered the Amended and Restated Operating Agreement, and such agreement shall be in full force and effect.
Amended and Restated Operating Agreement. The Company was formed with the intention that it would have only one member, such that at all times the Company would be disregarded as an entity separate from its owner for federal tax purposes under Section 301.7701-3(b)(l)(ii) of the Treasury Regulations. Accordingly, any action described in Section 10.1 or 10.2 (relating to the admission of new members to the Company) that would cause the Company to have more than one member shall be made in conjunction with the execution by the Company, and all of those persons who are to become members of the Company, of an amended and restated operating agreement setting forth, at a minimum, the relative rights, obligations and duties of such members in respect of the Company, the manner in which the Company shall be operated, and the manner in which the Company shall be characterized for federal tax purposes (i.e., as a partnership or an association taxable as a corporation).
Amended and Restated Operating Agreement. The Members and the Manager hereby execute this Agreement, effective as of the Effective Date, for the purpose of establishing the affairs of the Company and the conduct of its business in accordance with the provisions of the Act. The Members hereby agree that during the term of the Company set forth in Section 2.06, the rights and obligations of the Members with respect to the Company will be determined in accordance with the terms and conditions of this Agreement and the Act. On any matter upon which this Agreement is silent, the Act shall control. No provision of this Agreement shall be in violation of the Act and to the extent any provision of this Agreement is in violation of the Act, such provision shall be void and of no effect to the extent of such violation without affecting the
Amended and Restated Operating Agreement. [REDACTED].
Amended and Restated Operating Agreement. Effective at the First Closing, the Original Members hereby consent to the Amended and Restated Operating Agreement which provides, among other things, that the Company shall have a 95.04% interest in THINC, CareInsite Sub shall have a 0.96% interest in THINC and each Original Member shall have a 1% interest in THINC.
