Role of Members. A Member, while a Member, retains the Lawyers exclusively to act for the Member in prosecution of their Claim and via the Scheme.
Role of Members. Each Member agrees to undertake such additional proceedings or actions as may be necessary in order to carry out the terms and intent of this Agreement, including actions specifically required by this Agreement. The support of each Member is important to the success of the Authority.
Role of Members. Each Member agrees to cooperate in the development of a single GSP for the Corning Subbasin pursuant to the terms of this Agreement, and to comply with implementation of SGMA. This support will involve the following types of actions:
Role of Members. (a) The Members shall not have any right or power to take part in the management or control of the Company or its business and affairs or to act for or bind the Company in any way. Notwithstanding the foregoing, the Members shall have all of the rights and powers specifically set forth in this Agreement and, to the extent not inconsistent with this Agreement, the Act.
Role of Members. (i) Meetings of the Members may be called upon the written request of the Board or Members holding at least 50% of the outstanding Units. Such request shall state the location of the meeting and the nature of the business to be transacted at the meeting. Written notice of any such meeting shall be given to all Members not less than two Business Days and not more than 30 days prior to the date of such meeting. Members may vote in person, by proxy or by telephone at any meeting of the Members and may waive advance notice of such meeting. Whenever the vote or consent of Members is permitted or required under this Agreement, such vote or consent may be given at a meeting of the Members or may be given in accordance with the procedure prescribed in this Section 3.01(c). Except as otherwise expressly provided in this Agreement, the affirmative vote of the Members holding a majority of the outstanding Units shall constitute the act of the Members. In any vote or consent of the Members where the Members holding Series A Preferred Units are entitled to vote, the holders of Series A Preferred Units will vote on an as converted to Common Unit basis assuming such Series A Preferred Units are converted pursuant to the Series A Preferred Conversion.
Role of Members. 43 Section 7.1 Rights or Powers 43 Section 7.2 Voting 43 Section 7.3 Various Capacities 44 Section 7.4 Investment Opportunities 44 Article VIII TRANSFERS OF INTERESTS 45 Section 8.1 Restrictions on Transfer 45 Section 8.2 Notice of Transfer 46 Section 8.3 Transferee Members 46 Section 8.4 Legend 47
Role of Members. Section 7.1. Rights or Powers 34 Section 7.2. Voting 34 Section 7.3. Various Capacities 34 ARTICLE VIII TRANSFERS OF INTERESTS Section 8.1. Restrictions on Transfer 35 Section 8.2. Notice of Transfer 36 Section 8.3. Transferee Members 36 Section 8.4. Legend 36 ARTICLE IX ACCOUNTING Section 9.1. Books of Account 37 Section 9.2. Tax Elections 37 Section 9.3. Tax Returns; Information 37 Section 9.4. Tax Matters Member 37 Section 9.5. Withholding Tax Payments and Obligations 38 ARTICLE X DISSOLUTION AND TERMINATION Section 10.1. Liquidating Events 38 Section 10.2. Bankruptcy 39 Section 10.3. Procedure 39 Section 10.4. Rights of Members 40 Section 10.5. Notices of Dissolution 40 Section 10.6. Reasonable Time for Winding Up 40 Section 10.7. No Deficit Restoration 41 ARTICLE XI GENERAL Section 11.1. Amendments; Waivers 41 Section 11.2. Further Assurances 41 Section 11.3. Successors and Assigns 41 Section 11.4. Entire Agreement 42 Section 11.5. Rights of Members Independent 42 Section 11.6. Governing Law 42 Section 11.7. Jurisdiction and Venue 42 Section 11.8. Headings 42 Section 11.9. Counterparts 42 Section 11.10. Notices 43 Section 11.11. Representation By Counsel; Interpretation 43 Section 11.12. Severability 43 Section 11.13. Expenses 44 Section 11.14. No Third Party Beneficiaries 44 Exhibit A Members, IPO Date Capital Account Balance and Interests FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF PARSLEY ENERGY, LLC This FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended, supplemented or restated from time to time, this “Agreement”) is entered into as of [ ], 2014, by and among PARSLEY ENERGY, LLC, a Delaware limited liability company (the “Company”), and each other Person who is or at any time becomes a Member in accordance with the terms of this Agreement and the Act. Capitalized terms used herein and not otherwise defined have the respective meanings set forth in Section 1.1.
Role of Members. 23 6.1 One Membership Class ......................................... 23 6.2 Members ...................................................... 23 6.3
Role of Members. 3.1 Members are requested to send a deputy to meetings if they are unable to attend.
Role of Members. Except as otherwise provided by the Act, the Articles of Organization or this Agreement, a Member shall not have the authority to act on behalf of, or to bind, the Company or any other Member and a Member shall not have the authority to take any action which would change the Company to a general partnership, eliminate or reduce the limited liability of a Member or affect the status of the Company for federal income tax purposes. However, each Member has the right:
