LLC Clause Samples

LLC. At the time of the formation of Newco pursuant to Section 2.2 and at the Closing Date: (a) WP LLC shall (i) be a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware with full power and authority to own its assets and properties and to conduct its business, (b) be duly qualified to transact business as a foreign Person and shall be in good standing in every jurisdiction in which the character of its properties, owned or leased, or the nature of its activities makes such qualification necessary, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect on WP LLC, the WP Entities or the WP Business and (c) have full power and authority to enter into the Ancillary Agreements to which it is a party and to consummate the transactions contemplated thereby. (b) The execution and delivery of the Ancillary Agreements to which it is a party and the consummation of the transactions contemplated thereby by the WP LLC shall have been duly authorized by all necessary company action on the part of WP LLC, and each Ancillary Agreement to which WP LLC is a party, when executed and delivered by WP LLC, will constitute a legal, valid and binding obligation of WP LLC, enforceable against WP LLC in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). (c) No consent, waiver, approval, order or authorization of, notice to, or registration, declaration, designation, qualification or filing with, any Governmental Authority or third Person, domestic or foreign, which shall not have been obtained prior to the Closing is or has been or will be required on the part of WP LLC in connection with the execution and delivery of any Ancillary Agreement or the consummation by WP LLC of the transactions contemplated hereby or thereby, other than where the failure to obtain such consents, waivers, approvals, orders or authorizations or to make or effect such registrations, declarations, designations, qualifications or filings will not (x) prevent or materially delay consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, (y) prevent WP LLC from performing its obligati...

LLC. This Amended and Restated Limited Liability Company Agreement (this “Agreement”) of Jukebox Hits Vol. 1 LLC (the “Company”), effective as of [ ], 2023 (the “Effective Date”), is entered into by and between the Company and Double Platinum Management LLC, as the sole member of the Company (the “Member”; together with the Company, the “Parties” and each, a “Party”). This Agreement amends, restates and replaces in its entirety the Amended and Restated Limited Liability Company Agreement of Jukebox Hits Vol. 1 LLC, dated as of May 23, 2023 (the “Prior Agreement”), and the Prior Agreement is no longer in effect.

LLC. RE Astoria 2 LLC, a limited liability company organized and existing under the laws of the State of Delaware or its successor or succesors.

LLC. (i) Pursuant to the terms of the Amended and Restated Certificate of Incorporation of the Company attached as part of Exhibit K (the “Amended Company Certificate”), the Agreement of Merger relating to the Recapitalization Merger attached as part of Exhibit K (the “Recapitalization Merger Agreement”) and the Limited Liability Company Agreement of the LLC attached as Exhibit K (the “LLC Agreement”), as of immediately before the Effective Time, the LLC will hold all shares of Company Series A-Additional Payments, Company Series A-Earn Out, Company Series B-Additional Payments, Company Series B-Earn Out, Company Series C-Additional Payments, Company Series C-Earn Out, Company Common-Additional Payments and Company Common-Earn Out. (ii) Promptly following the final determination of the amount (if any) of an earned Earn Out Amount, the LLC shall be entitled to receive from Parent the shares of Parent Common or cash to which the LLC is entitled pursuant to, and subject to the limitations set forth in, this Section 2.11. If the LLC would otherwise be entitled to a fractional share of Parent Common pursuant to Section 2.11(f), then in lieu of such fractional share, the LLC shall be entitled to receive from Parent an amount of cash (rounded to the nearest whole cent) equal to the product of (i) such fraction, multiplied by (ii) the average of the closing prices per share of Parent Common on the Principal Market for the thirty (30) consecutive trading days ending on the date that is two (2) trading days prior to the relevant Earn Out Date (the “Earn Out Average Closing Price”).

LLC. The LLC shall have executed and delivered to Purchaser (a) a --- letter in which the LLC acknowledges and agrees that it neither owns nor has any right to use any of the assets used in the conduct of the Business as currently being conducted, and (b) a ▇▇▇▇ of Sale transferring to the Company on the day preceding the Closing Date, all of the LLC's right, title and interest, if any, in and to any assets used in the conduct of the Business as currently being conducted (including, without limitation, the lease with respect to the premises known as ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇).

LLC. (a) LLC is duly formed as a Delaware limited liability company. (b) All member interests in LLC are owned by Parent. (c) LLC has been formed solely for the purpose of engaging in the transactions contemplated by this Agreement and, prior to the effective time of the Second Merger, will not have engaged in any other business activities.

LLC. LLC agrees that it shall at all times during the Term provide Cinemark, at LLC’s own cost except as otherwise provided in this Agreement, with the following: (i) on a weekly basis, a report of compliance by each Digitized Theatre with on-screen advertising requirements and reasons for any noncompliance, including a report of compliance relating to the Beverage Agreement (the “Beverage Compliance Report”); (ii) on a weekly basis, a representative Play List of national advertising, which LLC shall make available no later than two business days prior to the day on which the Play List be implemented; (iii) on a monthly basis, a report regarding local advertising.

LLC. (i) At the option of LLC, upon a firm commitment underwritten public offering of equity securities of LLC pursuant to an effective registration statement under the Securities Act of 1933, as amended; (ii) At the option of LLC, upon the Change of Control of LLC; (iii) At the option of LLC, upon the Change of Control of Holdings; (iv) By LLC at any time upon or after the occurrence of an Insolvency Event with respect to Holdings; or (v) By LLC at any time if, after thirty (30) days’ prior notice to Holdings of its failure to perform any of its obligations hereunder, Holdings fails to perform such obligations, or at any time with ninety (90) days’ prior notice.

LLC. The Members intend the Company to be a limited liability company under the Act. No Member shall take any action inconsistent with the express intent of the Parties to this Agreement.