Formation, etc. The Company was formed as a limited liability company pursuant to the Act by the filing of the Certificate of Formation and the Certificate of Conversion. The rights, duties and liabilities of the Member and the Board of Managers shall be determined pursuant to the Act and this Agreement. To the extent that such rights, duties or obligations are different by reason of any provision of this Agreement than they would be in the absence of such provision, this Agreement shall, to the extent permitted by the Act, control. By execution hereof, the Member is admitted as a member of the Company and shall acquire a limited liability interest in the Company.
Formation, etc. The Company was originally formed as a Florida corporation. The Company was converted from a Florida corporation into a Florida limited liability company pursuant to the Act by the filing of the Certificate of Conversion (as defined below) with the Department of State of Florida on June 14, 2007 (the “Effective Date”). The rights, duties and liabilities of the Member shall be determined pursuant to the Act and this Agreement. To the extent that the provisions of this Agreement pertaining to such rights, duties, liabilities or any other matters herein vary from, supplant or supplement those provisions of the Act pertaining to such matters, then this Agreement shall, to the fullest extent permitted by the Act, control. By execution hereof, the member is admitted as a member of the Company and shall acquire a limited liability interest in the Company, effective as of the Effective Date.
Formation, etc. The Company was formed as a limited liability company in accordance with the Act by the filing of the Certificate with the Secretary of State of Delaware on December 1, 2004. The rights, duties and liabilities of each Member and the Board of Managers shall be determined pursuant to the Act and this Agreement. To the extent that such rights, duties or obligations are different by reason of any provision of this Agreement than they would be in the absence of such provision, this Agreement shall, to the extent permitted by the Act, control.
Formation, etc. 1 2.2 Name .......................................................... 1 2.3 Registered Office/Agent ....................................... 1 2.4 Term .......................................................... 2 2.5 Purpose ....................................................... 2 2.6
Formation, etc. The Company was formed as a limited liability company pursuant to the Act by the filing of the Certificate with the Secretary of State of Delaware on January 30, 2008 (the “Effective Date”). The rights, duties and liabilities of the Member shall be determined pursuant to the Act and this Agreement. To the extent that such rights, duties or obligations are different by reason of any provision of this Agreement than they would be in the absence of such provision, this Agreement shall, to the extent permitted by the Act, control. By execution hereof, the Member is admitted as a member of the Company and shall acquire a limited liability interest in the Company.
Formation, etc. Effective as of the Conversion, (i) the Certificate of Incorporation of the Predecessor Corporation and the By-Laws of the Predecessor Corporation, each in effect on the date hereof, are replaced and superseded in their entirety by this Agreement in respect of all periods beginning on or after the Conversion, (ii) the sole stockholder of the Predecessor Corporation immediately prior to the Conversion is automatically admitted to the Company as the Member of the Company upon its execution of this Agreement, (iii) all of the shares of stock in the Predecessor Corporation issued and outstanding immediately prior to the Conversion are converted to all the limited liability company interests in the Company, (iv) the sole stockholder of the Predecessor Corporation immediately prior to the Conversion is the owner of all the limited liability company interests in the Company, and (v) all certificates evidencing shares of capital stock in the Predecessor Corporation issued by the Predecessor Corporation and outstanding immediately prior to the Conversion shall be surrendered to the Company and shall be canceled on the books and records of the Predecessor Corporation. The rights, duties and liabilities of the Member and the Board of Managers shall be determined pursuant to the Act and this Agreement. To the extent that such rights, duties or obligations are different by reason of any provision of this Agreement than they would be in the absence of such provision, this Agreement shall, to the extent permitted by the Act, control.
Formation, etc. The Borrower is duly formed and existing under the laws of the state or other jurisdiction where organized. The Borrower is an Eligible Person.
Formation, etc. The Members hereby form a limited liability company pursuant to and in accordance with the Act effective upon the filing of the Certificate with the Secretary of State of The Commonwealth of Massachusetts. The rights, duties and liabilities of the Members shall be determined pursuant to the Act and this Agreement. To the extent that such rights, duties or obligations are different by reason of any provision of this Agreement than they would be in the absence of such provision, this Agreement shall, to the extent permitted by the Act, control.
Formation, etc. The Company was formed as a limited liability company pursuant to the Act by the filing of the Certificate of Formation, which was executed, delivered and filed with the Secretary of State of the State of Delaware by the Class A Member, as a designated “authorized person” within the meaning of the Act. The rights, duties and liabilities of the Members shall be determined pursuant to the Act and this Agreement. To the extent that such rights, duties or obligations are different by reason of any provision of this Agreement than they would be in the absence of such provision, this Agreement shall, to the extent permitted by the Act, control.
Formation, etc. The Company was formed as a limited liability company pursuant to the Act by the filing of the Articles of Organization - Conversion with the Secretary of State of the State of California on December 29, 2006. The rights, duties and liabilities of the Member and the Board of Managers shall be determined pursuant to the Act and this Agreement. To the extent that such rights, duties or obligations are different by reason of any provision of this Agreement than they would be in the absence of such provision, this Agreement shall, to the extent permitted by the Act, control. By execution hereof, the Member is admitted as a member of the Company and shall acquire a limited liability interest in the Company.
