Members and Interests. The name, address and Interests of each Member are set forth on the books and records of the Company. The Members as of the date hereof are as set forth on the signature page hereto. The rights, duties and liabilities of the Members shall be as provided in the Act, except as is otherwise expressly provided herein, and the Members consent to the variation of such rights, duties and liabilities as provided herein.
Members and Interests. (a) Each Member’s Interest in the Company will be represented by Units. The Units initially shall be divided into three (3) Classes: “
Members and Interests. The name, address and Interests of each Member are set forth on the books and records of the Company. The Members as of the date hereof are as set forth on the signature page.
Members and Interests. The parties to this Agreement agree and understand that (i) CDI is the Class A Member, (ii) Windspeed and the Windspeed Fund are the Class B Members, and (iii) CDI, Windspeed and Windspeed Fund have transferred their respective interests in Fund B and its assets to the Company, with the assets that were held in Fund B as of the time immediately before February 21, 2011 being held in Portfolio AA hereunder from and after February 21, 2011.
Members and Interests. SECTION 4.01. Members 17 SECTION 4.02. Managing Member 17 SECTION 4.03. Interests 18 SECTION 4.04. Admission and Withdrawal of Members 20 SECTION 4.05. Liability to Third Parties; Capital Account Deficits 22 SECTION 4.06. Classes 22 SECTION 4.07. Certificates 22 ARTICLE V CAPITAL, TAX AND ACCOUNTING MATTERS SECTION 5.01. Capital 22 SECTION 5.02. Withdrawals; Return on Capital 23 SECTION 5.03. Maintenance of Capital Accounts 23 [[6065250]] SECTION 5.04. Allocations 24 SECTION 5.05. Determinations 29 SECTION 5.06. Books and Accounts 29 SECTION 5.07. Audits; Tax Representative 30 SECTION 5.08. Tax Information 31 SECTION 5.09. Withholding 31 ARTICLE VI DISTRIBUTIONS SECTION 6.01. Distributions in Respect of Profit Participation Interests 31 SECTION 6.02. Tax Distributions 32 SECTION 6.03. Regular Distributions 32 SECTION 6.04. Limitation on Distributions 34 ARTICLE VII TRANSFERS OF INTERESTS SECTION 7.01. Transfer of Interests 34 SECTION 7.02. Permitted Transfers 34 SECTION 7.03. PIPR Unit Exchange 35 SECTION 7.04. Encumbrances 36 SECTION 7.05. Legend 36 SECTION 7.06. Effect of Transfer Not in Compliance with This Article 37 ARTICLE VIII DISSOLUTION SECTION 8.01. Dissolution 37 SECTION 8.02. Liquidation 37 SECTION 8.03. Distributions 37 ARTICLE IX INDEMNIFICATION AND EXCULPATION SECTION 9.01. Exculpation 38 SECTION 9.02. Indemnification 38 SECTION 9.03. Non-Exclusivity of Rights 41 SECTION 9.04. Insurance 41 SECTION 9.05. Survival 41 ARTICLE X MISCELLANEOUS SECTION 10.01. Use of Firm Name 41 SECTION 10.02. Amendments 41 SECTION 10.03. Benefits of Agreement 42 SECTION 10.04. Waiver of Notice 42 SECTION 10.05. Arbitration 42 [[6065250]] SECTION 10.06. Successors and Assigns 43 SECTION 10.07. Confidentiality 43 SECTION 10.08. Notices 44 SECTION 10.09. No Waiver of Rights 44 SECTION 10.10. Power of Attorney 44 SECTION 10.11. Severability 45 SECTION 10.12. Headings 45 SECTION 10.13. Entire Agreement 45 SECTION 10.14. Governing Law 45 SECTION 10.15. Counterparts 45 SECTION 10.16. Effectiveness 45 SECTION 10.17. Corporate Opportunity; Fiduciary Duty 45 SECTION 10.18. PIPR Agreement Conflicts 46 Schedules Schedule A Schedule B Schedule 1.01(a) Schedule 3.02(a) Schedule 3.03(a) Schedule 4.01 Schedule 4.03(c) Schedule 5.01 [[6065250]] THIRD AMENDED AND RESTATED OPERATING AGREEMENT (together with all exhibits, annexes and schedules hereto, this “Agreement”) of Lazard Group LLC, a Delaware limited liability company (the “Company”), dated as of March 31, 2023.
Members and Interests. 21 SECTION 3.1 Units.......................................................... 21 SECTION 3.2 Members........................................................ 21 SECTION 3.3 Class A Units.................................................. 21 SECTION 3.4 Class B Units.................................................. 22 SECTION 3.5 Class C and D Units............................................ 22 SECTION 3.6 Additional Issuance of New Class of Units...................... 23 ARTICLE IV MANAGEMENT AND OPERATION OF THE COMPANY.................................... 23 SECTION 4.1 Management..................................................... 23 SECTION 4.2 Officers....................................................... 25 SECTION 4.3 Executive Committee Approval Requirements and Other Limitations on Actions............................................... 26 SECTION 4.4 Budget......................................................... 29 SECTION 4.5 Certain Duties and Obligations of the Members.................. 29 SECTION 4.6 UBTI........................................................... 32 SECTION 4.7 Consent of Alter Member........................................ 32 SECTION 4.8 Non-Voting Members............................................. 32 ARTICLE V
Members and Interests. 11 SECTION 3.1 Members................................................11 SECTION 3.2 Certificates...........................................11 SECTION 3.3
Members and Interests. 21 SECTION 3.1 Units...................................................................... 21 SECTION 3.2 Members.................................................................... 21 SECTION 3.3 Class A Units.............................................................. 21 SECTION 3.4 Class B Units.............................................................. 22 SECTION 3.5 Class C and D Units........................................................ 22 SECTION 3.6 Additional Issuance of New Class of Units.................................. 23 ARTICLE IV
Members and Interests. The name and address of each Member of the Company, from time to time, are as set forth on Schedule A attached hereto. Pursuant to the Reorganization Agreement and upon execution of this Agreement, Virgin Mobile USA, Inc., is hereby admitted to the Company as a member of the Company. Immediately following such admission, Cortaire Limited shall cease to be a member of the Company and the Company is hereby continued without dissolution. The business and affairs of the Company shall be managed by the Members. The Members shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members under the laws of the State of Delaware. Each Member and each individual authorized by such Member is hereby designated as an authorized person, within the meaning of the Act, to execute, deliver and file the certificate of formation of the Company (and any amendments and/or restatements thereof) and any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business. The execution by any Member or by any one individual authorized by any such Member of any of the foregoing certificates (and any amendments and/or restatements thereof) shall be sufficient. The Members of the Company may admit one or more Persons as additional Members. Each additional Member shall: (i) agree to be bound by the provisions of this Agreement; (ii) execute and deliver such documents as the then-current Members deem appropriate in connection therewith; and (iii) contribute to the Company the cash and non-cash capital contribution agreed upon between the additional Member and the then-current Members in exchange for Limited Liability Company Interests (as defined below) in the Company. Each Member’s Limited Liability Company Interest in the. Company will be represented by Units as set forth on Schedule A hereto.
Members and Interests. The names and Interests of the Members are as follows: Name Interests Peakwood Capital Corporation 60% Aero Services International, Inc. 40%
