Formation of Limited Liability. Company 1
Formation of Limited Liability. Company 10 Section 2.02. Company Name 10 Section 2.03. Purposes of the Company 10 Section 2.04. Principal Place of Business 11 Section 2.05. Registered Office and Agent 11 Section 2.06. Qualification in Other Jurisdictions 11 Section 2.07. Term 11 Section 2.08. Tax Treatment as Partnership 11 ARTICLE 3
Formation of Limited Liability. COMPANY 10 2.1 Formation and Tax Classification 10 2.2 Continuation of the Company 10 2.3 Company Name 10 2.4 Term of Company 10 2.5 Purposes 11 2.6 Title to Company Property 11 ARTICLE III - MANAGEMENT 11 3.1 Management 11 3.2 Officers 11 3.3 No Management by Members 12 3.3 Reliance by Third Parties 12 3.5 Personnel; Expenses; Insurance; Reimbursements; Related Party Transactions 12 3.6 Restrictions on the Managing’s Members Authority 13 ARTICLE IV – MEMBERS, UNITS, CAPITAL CONTRIBUTIONS, CAPITAL ACCOUNTS 13 4.1 Identity of Members 13 4.2 Units 14 4.3 Exchange of Existing Company Interests 14 4.4 Limitation of Liability 14 4.5 Capital Contributions 14 4.6 Capital Accounts 15 4.7 Additional Ownership Interests 15 4.8 Advances 16 4.9 No Resignation or Withdrawal; No Interest 16 4.10 Nature of Ownership Interest; No Partition 16 4.11 Warrants 17 4.12 Authorization and Issuance of Additional Common Units 17 4.13 Repurchase or Redemption of Shares of Class A Common Stock 18 4.14 Managing Member Equity Awards 18 ARTICLE V - ALLOCATIONS 20 5.1 Allocations of Profits and Losses 20 5.2 Regulatory Allocations 21 5.3 Curative Allocations 22 5.4 Tax Allocations 23 ARTICLE VI - DISTRIBUTIONS 24 6.1 Distributions 24 6.2 Distributions In-Kind 24 6.3 Tax Distributions 24 6.4 Amounts Withheld 25 6.5 Limitations on Distribution 26 6.6 Right of Set-Off 26 ARTICLE VII – BOOKS AND RECORDS 26 7.1 Books, Records and Financial Statements 26 7.2 Accounting Methods 27 7.3 Audit 27 ARTICLE VIII – TAX MATTERS 27 8.1 Partnership Representative 27 8.2 Section 754 Election 29 8.3 Other Tax Matters 29 8.4 Adverse Tax Consequences 30 8.5 Post-Closing Covenants 30 ARTICLE IX – LIABILITY, EXCULPATION AND INDEMIFICATION 31 9.1 Exculpation 31 9.2 Indemnification by the Company 31 9.3 Insurance 33 9.4 Fiduciary Duties and Obligations 33 ARTICLE X – RESTRICTIONS ON TRANSFERS OF OWNERSHIP INTERESTS 33 10.1 Transfers by the Managing Member 33 10.2 Transfers by Members 34 10.3 Certain Provisions Applicable to Transfers 34 10.4 Pledges 34 10.5 Certain Transactions with Respect to the Managing Member 35 ARTICLE XI - REDEMPTION 36 11.1 Redemption Right of a Member 36 11.2 Contribution of the Managing Member 38 11.3 Direct Exchange Right of the Managing Member 39 11.4 Reservation of Shares of Class A Common Stock; Listing; Certificate of Incorporation 39 11.5 Effect of Exercise of Redemption 40 11.6 Tax Treatment 40 ARTICLE XII – DISSOLUTION 40 12.1 Dissolution 40 12.2 Articles of Dissolution 41 12.3...
Formation of Limited Liability. COMPANY Any person designated by the Board as an authorized person shall be an authorized persons, within the meaning of the Delaware Act, and shall have the power to execute, deliver, and file all certificates (and any amendments and/or restatements thereof) required or permitted by the Delaware Act to be filed in the office of the Secretary of State of the State of Delaware. The Board shall cause to be executed and filed with applicable governmental authorities any other instruments, documents, and certificates which, in the opinion of the Fund's legal counsel, may from time to time be required by the laws of the United States of America, the State of Delaware, or any other jurisdiction in which the Fund shall determine to do business, or any political subdivision or agency thereof, or which such legal counsel may deem necessary or appropriate to effectuate, implement, and continue the valid existence and business of the Fund.
Formation of Limited Liability. Company (“LLC”), Partnership or Corporation. To transfer assets of any trust created herein to a corporation in return for stock or securities of that corporation. To enter into a partnership agreement or LLC operating agreement concerning any property which forms part of a trust created herein upon such terms and conditions as shall be in the best interest of the trust and to transfer assets to a partnership pursuant to a partnership agreement or to an LLC pursuant to an LLC operating agreement. To hold or retain any partnership or LLC interest transferred to this trust and to participate in any such partnership as either general and/or limited partner or in any LLC as a manager and/or member. To enter into agreements with the partners of any partnership or members of any LLC in which any trust herein created may have an interest for the organization of a corporation and the transfer of the partnership or LLC assets to such corporation on such terms as are in the best interest of the trust.
