Common use of PROCEDURES FOR ACTIONS AND CONSENTS OF MEMBERS Clause in Contracts

PROCEDURES FOR ACTIONS AND CONSENTS OF MEMBERS. AMENDMENTS; MEETINGS 68 Section 14.1 Procedures for Actions and Consents of Members 68 Section 14.2 Amendments 68 Section 14.3 Actions and Consents of the Members 69 ARTICLE 15 GENERAL PROVISIONS 70 Section 15.1 Exchange of OPEUs for OP Common Units 70 Section 15.2 Addresses and Notice 71 Section 15.3 Titles and Captions 72 Section 15.4 Pronouns and Plurals 72 Section 15.5 Further Action 72 Section 15.6 Binding Effect 72 Section 15.7 Waiver 72 Section 15.8 Counterparts 72 Section 15.9 Applicable Law; Consent to Jurisdiction; Waiver of Jury Trial 73 Section 15.10 Entire Agreement 73 Section 15.11 Invalidity of Provisions 73 Section 15.12 No Partition 73 Section 15.13 No Third-Party Rights Created Hereby 74 Section 15.14 No Rights as Unitholders 74 Section 15.15 REIT Subsidiary Ownership Restrictions 74 Exhibit A EXAMPLES REGARDING ADJUSTMENT FACTOR A-1 Exhibit B NOTICE OF EXCHANGE B-1 Exhibit C UNIT DESIGNATION – SERIES A PREFERRED UNITS C-1 THIS NINTH AMENDED AND RESTATED OPERATING AGREEMENT OF Lineage Logistics Holdings, LLC (the “Company”), dated as of July 24, 2024 (the “Effective Date”), is made and entered into by and among the Company, Lineage OP, LP, a Maryland limited partnership, as a member and as managing member of the Company, and the Persons identified as the Members on the books and records of the Company.

Appears in 1 contract

Sources: Operating Agreement (Lineage, Inc.)

PROCEDURES FOR ACTIONS AND CONSENTS OF MEMBERS. AMENDMENTS; MEETINGS 68 Section 14.1 Procedures for Actions and Consents of Members 68 Section 14.2 Amendments 68 Section 14.3 Actions and Consents of the Members 69 ARTICLE 15 GENERAL PROVISIONS 70 Section 15.1 Exchange of OPEUs for OP Common Units 70 Section 15.2 Addresses and Notice 71 Section 15.3 Titles and Captions 72 Section 15.4 Pronouns and Plurals 72 Section 15.5 Further Action 72 Section 15.6 Binding Effect 72 Section 15.7 Waiver 72 Section 15.8 Counterparts 72 Section 15.9 Applicable Law; Consent to Jurisdiction; Waiver of Jury Trial 73 Section 15.10 Entire Agreement 73 Section 15.11 Invalidity of Provisions 73 Section 15.12 No Partition 73 Section 15.13 No Third-Party Rights Created Hereby 74 Section 15.14 No Rights as Unitholders 74 Section 15.15 REIT Subsidiary Ownership Restrictions 74 Exhibit A EXAMPLES REGARDING ADJUSTMENT FACTOR A-1 Exhibit B NOTICE OF EXCHANGE B-1 Exhibit C UNIT DESIGNATION – SERIES A PREFERRED UNITS C-1 THIS NINTH AMENDED AND RESTATED OPERATING AGREEMENT OF Lineage Logistics Holdings, LLC (the “Company”), dated as of July 24[____], 2024 (the “Effective Date”), is made and entered into by and among the Company, Lineage OP, LP, a Maryland limited partnership, as a member and as managing member of the Company, and the Persons identified as the Members on the books and records of the Company.

Appears in 1 contract

Sources: Operating Agreement (Lineage, Inc.)

PROCEDURES FOR ACTIONS AND CONSENTS OF MEMBERS. AMENDMENTS; MEETINGS 68 Section 75 14.1 Procedures for Actions and Consents of Members 68 Section 75 14.2 Amendments 68 Section 75 14.3 Actions and Consents Meetings of the Members 69 76 ARTICLE 15 XV GENERAL PROVISIONS 70 Section 77 15.1 Exchange of OPEUs for OP Common Units 70 Section 15.2 Addresses and Notice 71 Section 15.3 77 15.2 Titles and Captions 72 Section 15.4 77 15.3 Pronouns and Plurals 72 Section 15.5 77 15.4 Further Action 72 Section 15.6 77 15.5 Binding Effect 72 Section 77 15.6 Creditors 77 15.7 Waiver 72 Section 78 15.8 Counterparts 72 Section 78 15.9 Applicable Law; Consent to Jurisdiction; Waiver of Jury Trial 73 Section Law 78 15.10 Entire Agreement 73 Section 78 15.11 Invalidity of Provisions 73 Section 78 15.12 No Partition 73 Section 78 15.13 No ThirdNon-Party Rights Created Hereby 74 Section Managing Member Representative 79 15.14 No Rights as Unitholders 74 Section 15.15 REIT Subsidiary Ownership Restrictions 74 Uniform Commercial Code Article 8 (Opt-In) 79 Exhibits and Schedules: Exhibit A EXAMPLES REGARDING ADJUSTMENT FACTOR Member Information A-1 Exhibit B NOTICE OF EXCHANGE Notice of Redemption B-1 Exhibit C UNIT DESIGNATION – SERIES A PREFERRED UNITS Form of Joinder Agreement C-1 Exhibit D Example of Certain Calculations Pursuant to Section 5.6.C D-1 Exhibit E Form of Principal Guarantee E-1 Exhibit F Form of HCP Note F-1 THIS NINTH AMENDED AND RESTATED OPERATING LIMITED LIABILITY COMPANY AGREEMENT OF Lineage Logistics Holdingsis made and entered into as of May 1, LLC 2019, by and between HCP DR CALIFORNIA III HOLDCO, LLC, a Delaware limited liability company (the “TRS”), and ▇▇▇▇▇▇▇ COURT PROPERTIES I LLC, a California limited liability company (the “Contributor”), for the purpose of forming HCP DR CALIFORNIA III, LLC, a Delaware limited liability company (the “Company”), dated as of July 24, 2024 (the “Effective Date”), is made and entered into by and among the Company, Lineage OP, LP, a Maryland limited partnership, as a member and as managing member of the Company, and the Persons identified as the Members on the books and records of the Company.

Appears in 1 contract

Sources: Limited Liability Company Agreement (Hcp, Inc.)

PROCEDURES FOR ACTIONS AND CONSENTS OF MEMBERS. AMENDMENTS; MEETINGS 68 67 Section 14.1 Procedures for Actions and Consents of Members 68 67 Section 14.2 Amendments 68 67 Section 14.3 Actions and Consents Meetings of the Members 69 68 ARTICLE 15 15. GENERAL PROVISIONS 70 68 Section 15.1 Exchange of OPEUs for OP Common Units 70 Section 15.2 Addresses and Notice 71 68 Section 15.3 15.2 Titles and Captions 72 69 Section 15.4 15.3 Pronouns and Plurals 72 69 Section 15.4 Further Action 69 Section 15.5 Further Action 72 Binding Effect 69 Section 15.6 Binding Effect 72 Creditors 69 Section 15.7 Waiver 72 69 Section 15.8 Counterparts 72 69 Section 15.9 Applicable Law; Consent to Jurisdiction; Waiver of Jury Trial 73 Law 70 Section 15.10 Entire Agreement 73 70 Section 15.11 Invalidity of Provisions 73 70 Section 15.12 No Partition 73 Limitation to Preserve REIT Status 70 Section 15.13 No Third-Party Rights Created Hereby 74 Partition 71 Section 15.14 No Rights as Unitholders 74 Section 15.15 REIT Subsidiary Ownership Restrictions 74 Non-Managing Member Representative 71 Exhibit A EXAMPLES REGARDING ADJUSTMENT FACTOR Member Information A-1 Exhibit B NOTICE OF EXCHANGE B-1 Exhibit C UNIT DESIGNATION – SERIES A PREFERRED UNITS C-1 Schedule 1.1 Reduced Tax Protection Period Property Schedule 7.3 Existing Indebtedness THIS NINTH AMENDED AND RESTATED OPERATING LIMITED LIABILITY COMPANY AGREEMENT OF Lineage Logistics Holdings(this “Agreement”) is made and entered into as of August 17, LLC 2001, by and among Health Care Property Investors, Inc., a Maryland corporation (the “Managing Member”), and the Persons whose names are set forth on Exhibit A as attached hereto (the “Non-Managing Members” and together with the Managing Member, the “Members”), for the purpose of forming HCPI/Utah II, LLC, a Delaware limited liability company (the “Company”), dated as of July 24, 2024 (the “Effective Date”), is made and entered into by and among the Company, Lineage OP, LP, a Maryland limited partnership, as a member and as managing member of the Company, and the Persons identified as the Members on the books and records of the Company.

Appears in 1 contract

Sources: Limited Liability Company Agreement (Hcp, Inc.)

PROCEDURES FOR ACTIONS AND CONSENTS OF MEMBERS. AMENDMENTS; MEETINGS 68 64 Section 14.1 Procedures for Actions and Consents of Members 68 64 Section 14.2 Amendments 68 64 Section 14.3 Actions and Consents Meetings of the Members 69 ARTICLE 15 65 Article 15. GENERAL PROVISIONS 70 65 Section 15.1 Exchange of OPEUs for OP Common Units 70 Registration 65 Section 15.2 Addresses and Notice 71 66 Section 15.3 Titles and Captions 72 66 Section 15.4 Pronouns and Plurals 72 66 Section 15.5 Further Action 72 66 Section 15.6 Binding Effect 72 67 Section 15.7 Waiver 72 Creditors 67 Section 15.8 Counterparts 72 Waiver 67 Section 15.9 Applicable Law; Consent to Jurisdiction; Waiver of Jury Trial 73 Counterparts 67 Section 15.10 Applicable Law 67 Section 15.11 Entire Agreement 73 67 Section 15.11 15.12 Invalidity of Provisions 73 Section 15.12 No Partition 73 67 Section 15.13 No Third-Party Rights Created Hereby 74 Limitation to Preserve REIT Status 68 Section 15.14 No Rights as Unitholders 74 Partition 68 Section 15.15 REIT Subsidiary Ownership Restrictions 74 Non-Managing Member Representative 69 Section 15.16 Venue 69 Exhibit A EXAMPLES REGARDING ADJUSTMENT FACTOR Member Information A-1 Exhibit B NOTICE OF EXCHANGE B-1 Exhibit C UNIT DESIGNATION – SERIES A PREFERRED UNITS C-1 THIS NINTH This AMENDED AND RESTATED OPERATING LIMITED LIABILITY COMPANY AGREEMENT OF Lineage Logistics Holdings, LLC (the “Company”), dated as of July 24, 2024 (the “Effective Date”), is made and entered into as of October 2, 2003, by and among the CompanyHealth Care Property Investors, Lineage OP, LPInc., a Maryland limited partnership, as a member and as managing member of the Companycorporation, and the Persons identified whose names are set forth on Exhibit A as attached hereto, for the Members on purpose of setting forth and confirming certain terms, conditions and provisions regarding the books management and records business of HCPI/Tennessee, LLC, a Delaware limited liability company, the Companyregulation and governance of its affairs, and the rights and privileges of its Members.

Appears in 1 contract

Sources: Limited Liability Company Agreement (Health Care Property Investors Inc)