The Managing Member definition

The Managing Member has the right to amend, without the consent of the Members, this Agreement so that the Incentive Allocation provided in the Agreement conforms to any applicable requirements of the SEC and other regulatory authorities; provided that such amendment does not increase the Incentive Allocation or otherwise have an adverse economic effect on the Members (other than the Special Member).

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The Managing Member shall deliver a written notice (the "Proposed Issuance Notice") to each such Class A Member at least ten (10) days in advance of the proposed issuance of LLC Interests, stating the number and class of LLC Interests proposed to be issued, the proposed subscription price, and the manner in which such Class A Member may exercise its rights to subscribe to such LLC Interests. Such Class A Member may exercise its rights to subscribe to such LLC Interests by delivering a notice to that effect to the LLC and each of the other Class A Members within ten (10) days after the delivery of the Proposed Issuance Notice and complying with the procedures for subscription specified in the Proposed Issuance Notice. If any of the Class A Members does not elect to purchase their full Pro Rata Share of the offered LLC Interests, the LLC shall offer the Class A Members that have elected to purchase their full Pro Rata Shares of such LLC Interests the opportunity to increase the number of such LLC Interests they wish to subscribe for by an amount equal to their Pro Rata Shares (excluding for such calculation the LLC Interests of any Member who has not subscribed for its respective full Pro Rata Share) of the unsubscribed portion of such LLC Interests. This process shall be repeated as often as necessary until either the Class A Members have subscribed for all of the LLC Interests offered or no Class A Member has exercised its right to subscribe for such additional LLC Interests. Any LLC Interests not subscribed for by the Class A Members pursuant to the foregoing may be issued by the Managing Member in accordance with the terms previously described by the Managing Member. From time to time and at any time, the Class A Members may assign their rights to purchase LLC Interests pursuant to this Section 5.10 to their Affiliates.

The Managing Member shall maintain the Members' Capital Accounts in accordance with the terms and provisions of this Agreement. However, in the event any Member disputes in an appropriate judicial proceeding the determination of its Capital Account, an independent de novo determination of the Members' Capital Accounts shall be made .

Examples of The Managing Member in a sentence

The Managing Member or its designee shall be the liquidator to wind up the affairs of the Company.
The Managing Member or any Designated Officer shall execute, deliver and file, or cause the execution, delivery and filing of, any certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in any jurisdiction in which the Company may wish to conduct business.
The Managing Member or any Designated Officer, as an authorized person, within the meaning of the Act, shall execute, deliver and file, or cause the execution, delivery and filing of, all certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed with the Secretary of State of the State of Delaware.
The Managing Member 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 a managing member under the laws of the State of Delaware.
The Managing Member and each officer of the Company with a title of Chief Executive Officer, Chief Financial Officer, General Counsel, President, Executive Vice President, Senior Vice President, Vice President, Secretary, Treasurer, Assistant Secretary or Assistant Treasurer (each a “Designated Officer”) is a designated “authorized person” within the meaning of the Act.
The Managing Member shall be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy of such calculation.
The Managing Member shall use reasonable efforts to cause to be filed such other certificates or documents that it determines to be necessary or appropriate for the formation, continuation, qualification and operation of a series limited liability company in the State of Delaware or any other state in which the Company or any Series may elect to do business or own property.
The Managing Member also may cause a firm of independent public accountants selected by it to calculate the number of Interests to be held by each Record Holder after giving effect to such distribution, subdivision or combination.
The Managing Member shall update the books and records of the Company and each Series from time to time as necessary to reflect accurately the information therein.
The Managing Member, in its sole discretion, may impose a reasonable rate of interest (a rate no less than the Applicable Federal Rate (as defined in the Code)) on any Operating Expenses Reimbursement Obligation.

More Definitions of The Managing Member

The Managing Member shall pursue any indemnification right of the Sunlight Companies against any Person with respect to any Cash Grant Proceeding Expenses and, upon receipt of any proceeds from such indemnity claims, such proceeds shall be distributed to EFS Desert Sun and the Members in the same manner that Cash Grant proceeds would have been distributed to EFS Desert Sun and the Members under Section 6.7 of the Second Amended and Restated LLCA, as modified by Section 2.2. Net Profit, if any, from the receipt of such indemnity proceeds shall be allocated to EFS Desert Sun and the Members in accordance with Section 6.1 of the Second Amended and Restated LLCA, as modified by Section 2.1.

The Managing Member shall deliver a copy of the Certificate and any amendment thereto to any Member who so requests.

The Managing Member shall maintain the Members' capital accounts in accordance with the Internal Revenue Code (the "Code") Section 704(b) and with Treasury Regulation Section 1.704-1(b). In the event the Managing Member shall determine that it is prudent to modify the manner in which the capital accounts, or any debits or credits thereto, are computed in order to comply with such Regulations, the Managing Member may make such modification, provided that it is not likely to have a material effect on the amounts distributable to any Member pursuant to Article Seven hereof or upon the dissolution of the Company.

The Managing Member s actions in causing the formation of the Company are hereby ratified, adopted and approved, and the Managing Member is hereby authorized to file and record any amendments to the Certificate of Formation and such other documents as may be required or appropriate under the Delaware Act or the laws of any other jurisdiction in which the Company may conduct business or own property.

The Managing Member shall: (i) determine the El Paso Applicable Rate for each Eurodollar Period for each El Paso Loan made by Chaparral, and shall notify El Paso and each of the Members of each such determination and (ii) at the request of Mesquite or any Subsidiary of Mesquite, determine the El Paso Applicable Rate for each Eurodollar Period for each El Paso Loan made by Mesquite or any such Subsidiary, as the case may be, and shall notify El Paso, each of the Members and Mesquite or such Subsidiary (as applicable) of each such determination.

The Managing Member shall admit as Employee Members only Persons who at the time of their admission are officers, directors, employees or consultants of the Managing Member, ▇▇▇▇▇▇▇ Pacific or any of their Affiliates. New Members shall be admitted at the time when all conditions to their admission have been satisfied, as determined by the Managing Member, and their identity, Membership Interests and Contributions (if any) under Section 8.02 have been established by amendment of this Agreement, SCHEDULE A and/or the Units Schedule. Existing Members shall have no preemptive or similar right to subscribe to the purchase of new Membership Interests in the LLC.