Class A Member Interest definition
Examples of Class A Member Interest in a sentence
There shall be two classes of Interests: a Class A Member Interest and a Class B Member Interest.
Any proceeds from the sale of the assets of Chaparral paid to the Trust as holder of the Class A Member Interest and any distributions from Chaparral in respect of the Class A Member Interest during the Earn-Out Period shall be deposited in the Limestone Collection Account and applied in accordance with Section 6.04(b) or Section 6.04(c), as applicable.
In addition, as a condition to the retirement of the Diamond Class A Member Interest on the Retirement Date, Diamond shall pay all Administrative Expenses and New Administrative Expenses then due and owing (to the extent such expenses are invoiced and notice thereof has been given to Garnet or Diamond at least three Business Days prior to the Retirement Date) to the extent not paid by Garnet, El Paso or any other Person on or Diamond LLC Agreement prior to the Retirement Date.
The Managing Member is hereby authorized and directed to execute and deliver a separate Certificate of Interest in the name of each Initial Class B Member representing its Class A Member Interest, and upon such execution and delivery, such Class A Member Interest shall be duly authorized and validly issued.
The Class A Member Interest shall be a voting interest and the Class B Member Interest shall be a non‑voting interest with which means for avoidance of doubt that the Class B Member Interest has no voting power (including the power to vote, or to direct the voting of, any Trust Property) and no investment power (including the power to dispose of, or to direct the disposition of, any Trust Property).
The Managing Member is hereby authorized and directed to execute and deliver a separate Certificate of Interest in the name of each Initial Class A Member representing its Class A Member Interest, and upon such execution and delivery, such Class A Member Interest shall be duly authorized and validly issued.
On August 12, 1999, El Paso Chaparral and Limestone Investors, L.L.C., a Delaware limited liability company ("LIMESTONE INVESTORS") entered into that certain Purchase Agreement (the "LIMESTONE INVESTORS PURCHASE AGREEMENT") pursuant to which Limestone Investors agreed to purchase El Paso Chaparral's Class A Member Interest subject to the execution of the Second Amended and Restated Limited Liability Company Agreement of Chaparral dated August 19, 1999 (the "SECOND AMENDED AND RESTATED LLC AGREEMENT").
Distributions to the Diamond Class A Member in connection with a retirement of the Diamond Class A Member Interest shall consist solely of Cash unless otherwise consented to by the Diamond Class A Member.
To the fullest extent permitted by law, the transfer of the Class A Member Interest shall be made “as-is, where is” without any representation or warranty other than the absence of liens as aforesaid.
On the Purchase Date, the Diamond Class A Member shall deliver to the Electing Purchasers good title to the Diamond Class A Member Interest purchased, free and clear of any liens, claims, encumbrances, security interests or options.