Role of Members. Each Member agrees to undertake such additional proceedings or actions as may be necessary in order to carry out the terms and intent of this Agreement, including actions specifically required by this Agreement. The support of each Member is important to the success of the Authority.
Role of Members. A Member, while a Member, retains the Lawyers exclusively to act for the Member in prosecution of their Claim and via the Scheme.
Role of Members. Each Member agrees to cooperate in the development of a single GSP for the Corning Subbasin pursuant to the terms of this Agreement, and to comply with implementation of SGMA. This support will involve the following types of actions:
Role of Members. (i) Meetings of the Members may be called upon the written request of the Board or Members holding at least 50% of the outstanding Units. Such request shall state the location of the meeting and the nature of the business to be transacted at the meeting. Written notice of any such meeting shall be given to all Members not less than two Business Days and not more than 30 days prior to the date of such meeting. Members may vote in person, by proxy or by telephone at any meeting of the Members and may waive advance notice of such meeting. Whenever the vote or consent of Members is permitted or required under this Agreement, such vote or consent may be given at a meeting of the Members or may be given in accordance with the procedure prescribed in this Section 3.01(c). Except as otherwise expressly provided in this Agreement, the affirmative vote of the Members holding a majority of the outstanding Units shall constitute the act of the Members. In any vote or consent of the Members where the Members holding Series A Preferred Units are entitled to vote, the holders of Series A Preferred Units will vote on an as converted to Common Unit basis assuming such Series A Preferred Units are converted pursuant to the Series A Preferred Conversion.
Role of Members. (a) The Members shall not have any right or power to take part in the management or control of the Company or its business and affairs or to act for or bind the Company in any way. Notwithstanding the foregoing, the Members shall have all of the rights and powers specifically set forth in this Agreement and, to the extent not inconsistent with this Agreement, the Act.
Role of Members. 30 Section 7.1. Rights or Powers 30 Section 7.2. Voting 30 Section 7.3. Various Capacities 31 Section 7.4. Withdrawal of PubCo 31 Section 7.5. Reclassification Events of PubCo 31 Section 7.6. Investment Opportunities 31 Section 7.7. Limitation of Liability and Duties of Members 31 ARTICLE VIII TRANSFERS OF INTERESTS 32 Section 8.1. Restrictions on Transfer 32 Section 8.2. Notice of Transfer 33 Section 8.3. Transferee Members 33 Section 8.4. Legend 33 ARTICLE IX ACCOUNTING 34 Section 9.1. Books of Account 34 Section 9.2. Tax Elections 34 Section 9.3. Tax Returns 34 Section 9.4. Partnership Representative 34 Section 9.5. Withholding Tax Payments and Obligations 35 ARTICLE X DISSOLUTION AND TERMINATION 36 Section 10.1. Liquidating Events 36 Section 10.2. Procedure 37 Section 10.3. Rights of Members 37 Section 10.4. Notices of Dissolution 38 Section 10.5. Reasonable Time for Winding Up 38 Section 10.6. No Deficit Restoration 38 Section 10.7. Distributions In Kind 38 ARTICLE XI GENERAL 38 Section 11.1. Amendments; Waivers 38 Section 11.2. Further Assurances 39 Section 11.3. Successors and Assigns 39 Section 11.4. Entire Agreement 39 Section 11.5. Rights of Members Independent 39 Section 11.6. Governing Law; Jurisdiction; Specific Performance; Waiver of Jury Trial 39 Section 11.7. Headings 40 Section 11.8. Counterparts 40 Section 11.9. Notices 40 Section 11.10. Representation By Counsel; Interpretation 41 Section 11.11. Severability 41 Section 11.12. Expenses 41 Section 11.13. No Third-Party Beneficiaries 41 EXHIBIT A MEMBERS, EFFECTIVE TIME CAPITAL ACCOUNT BALANCE AND INTERESTS 44 EXHIBIT B FORM OF JOINDER AGREEMENT 45 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF STAGWELL GLOBAL LLC This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended, supplemented or restated from time to time, this “Agreement”) of STAGWELL GLOBAL LLC, a Delaware limited liability company (the “Company”), is made and entered into as of March 23, 2022, by and among the Company, Stagwell Inc., a Delaware corporation (“PubCo”), as a member and in its capacity as the initial Manager, Stagwell Media LP, a Delaware limited partnership (“Stagwell”), Stagwell Friends and Family LLC (“Stagwell FAF”) and each Person who is or at any time becomes a Member in accordance with the terms of this Agreement and the Act. Capitalized terms used herein and not otherwise defined have the respective meanings set forth in Section 1.1.
Role of Members. 22 6.1 One Membership Class.......................................................................22 6.2 Members....................................................................................22 6.3
Role of Members. 43 Section 7.1 Rights or Powers 43 Section 7.2 Voting 43 Section 7.3 Various Capacities 44 Section 7.4 Investment Opportunities 44 Article VIII TRANSFERS OF INTERESTS 45 Section 8.1 Restrictions on Transfer 45 Section 8.2 Notice of Transfer 46 Section 8.3 Transferee Members 46 Section 8.4 Legend 47
Role of Members. 35 6.1 Rights or Powers........................................................................................... 35 6.2 Voting Rights................................................................................................. 35 6.3 Meetings of the Members.............................................................................. 35 6.4 Required Member Consents.......................................................................... 36 6.5 Member Compensation................................................................................. 36 6.6 Members' Liability......................................................................................... 37 6.7 Partition........................................................................................................ 37 6.8 Transactions Between a Member and the Company....................................... 37
Role of Members. 4.1 The Members agree that they shall use all reasonable endeavours to:
