Class A-1 Members definition
Examples of Class A-1 Members in a sentence
Notwithstanding anything to the contrary in this Agreement, the Company shall not distribute any property in kind to any Member without the prior written consent of the Board and the Class A-1 Members.
The Board shall consist of one (1) Manager, or such other number as may be determined by the Approval of a Majority of the Class A-1 Members from time to time, but no decrease in the number of Managers shall have the effect of shortening the term of any incumbent Manager or taking away the rights of any Member to elect a Manager as provided in Section 5.3. Managers need not be residents of the State of Delaware.
There shall be Class A Members, Class A-1 Members, Class B Members, and a Class C Member.
Solely for purposes of determining a Member’s proportionate share of the “excess nonrecourse liabilities” of the Company within the meaning of Treasury Regulation Section 1.752-3(a)(3), the Members’ interests in Company profits shall be allocated to the Class A-1 Members, Class A-2 Members and Class B Members Pro Rata in accordance with their relative number of Class A-1 Units, Class A-2 Units and Class B Units.
Promptly following the determination that any such taxes are due and payable by the Company, any Member, or any Affiliate thereof, each Class A-1 Member shall each make an additional Capital Contribution to fund such Member’s portion thereof, in such proportions as the Class A-1 Members shall determine among them.
A-1 Members” or “Approved by a Majority of the Class A-1 Members” means any Class A-1 Members who, in the aggregate, own more than fifty percent (50%) of the Class A-1 Units owned by all of the Class A-1 Members.
The Class A-1 Members shall be entitled to an eight percent (8%) cumulative non-compounding Priority Return, and liquidation and distribution preferences as further set forth herein.
The Company shall provide to the Class A-2 Members any other written information or reports that are provided or prepared for the benefit of the Class A-1 Members.
There shall be established a Management Committee composed of up to eleven Persons (“Representatives”) who shall be elected by a plurality vote of the Class A Members and Class A-1 Members (voting together as if one class), with each such Member having one vote for each Class A Unit and Class A-1 Unit held by such Member.
The Members agree to vote their Units so that Managers are elected to the Board as follows: the Class A-1 Members (by Approval of a Majority of the Class A-1 Members) shall have the right to designate one (1) Manager, who initially shall be [·].