Restricted Members a group of Members consisting of (1) officers of an Employer; (2) shareholders owning more than ten percent (disregarding stock in the Trust) of the total combined voting power of all classes of stock issued by an Employer entitled to vote or more than ten percent of the total value of shares of all classes of stock issued by an Employer; and (3) Employees receiving Compensation for a Limitation Year which exceeds an amount equal to twice the dollar limitation in effect under section 415(c)(1)(A) of the Code.
Restricted Members. In the event that the Managing Member determines that, based upon tax or regulatory reasons, a Member should not participate in the net capital appreciation or net capital depreciation, if any, attributable to trading in any security, or type of security or to any other transaction, or any portion of any of the foregoing, the Managing Member shall allocate such net capital appreciation and net capital depreciation to the Capital Accounts of the Members of the Company (each an “Unrestricted Member”), to whom such reasons do not apply. In addition, if for any of the reasons described above, the Managing Member determines in its sole discretion that a Member should have no interest, or a restricted interest, in a particular security, type of security or transaction, or any portion thereof, the Managing Member may set forth the interests in any such security or transaction in a separate memorandum account and the net capital appreciation and net capital depreciation for each such memorandum account shall be separately calculated. The Managing Member may, in its discretion, allocate interests specially allocated to Unrestricted Members as set forth above, to the accounts of the other Members by “journal entry” to the extent permitted by applicable law. The Managing Member shall be authorized to create additional Classes of Units, to subdivide Units into one or more Classes, to combine Classes of Units and to amend this Agreement; in each case, as the Managing Member deems advisable to effectuate the foregoing.
Restricted Members. Notwithstanding anything to the contrary in this Agreement, any Member that is deemed or determined to have been Transferred Units in violation of this Agreement (a “Restricted Member”): (a) shall not have any rights of a Member other than the right to Transfer Units in accordance with (and subject to) Article IV and the right to receive distributions and allocations in accordance with Article V and Article IX, (b) shall remain subject to the obligations and restrictions of a Member set forth in this Agreement and (c) shall be ineligible to serve as a HOBO Manager.
