Amended and Restated Operating Agreement. The Members and the Manager hereby execute this Agreement, effective the Effective Date, for the purpose of establishing the affairs of the Company and the conduct of its business in accordance with the provisions of the Act. The Members hereby agree that during the term of the Company, the rights and obligations of the Members with respect to the Company will be determined in accordance with the terms and conditions of this Agreement and the Act. On any matter upon which this Agreement is silent, the Act shall control. No provision of this Agreement shall be in violation of the Act and to the extent any provision of this Agreement is in violation of the Act, such provision shall be void and of no effect to the extent of such violation without affecting the validity of the other provisions of this Agreement; provided, however, that where the Act provides that a provision of the Act shall apply “unless otherwise provided in the operating agreement” or words of similar effect, the provisions of this Agreement shall in each instance control.
Amended and Restated Operating Agreement. Each of the Buyers shall have executed and delivered the Amended and Restated Operating Agreement.
Amended and Restated Operating Agreement. The Members hereby execute this Agreement for the purpose of amending, restating and superseding the Prior LLC Agreement in its entirety and otherwise establishing the affairs of the Company and the conduct of its business in accordance with the provisions of the Delaware Act. The Members hereby agree that during the term of the Company set forth in Section 2.06 the rights and obligations of the Members with respect to the Company will be determined in accordance with the terms and conditions of this Agreement and the Delaware Act. No provision of this Agreement shall be in violation of the Delaware Act and to the extent any provision of this Agreement is in violation of the Delaware Act, such provision shall be void and of no effect to the extent of such violation without affecting the validity of the other provisions of this Agreement. Neither any Member nor the Manager nor any other Person shall have appraisal rights with respect to any Units. The Prior LLC Agreement is hereby superseded and of no further force or effect.
Amended and Restated Operating Agreement. It is understood by the Company and PCE that, in connection with the Redemption, the Company and its sole member intend to enter into a Second Amended and Restated Operating Agreement of the Company (the “Second A&R Operating Agreement”). PCE shall, at any time during the Option Term, be entitled to request a copy of such Second A&R Operating Agreement, together with any amendments thereto and restatements thereof. PCE may, at the time it delivers the Option Notice, request that the parties reasonably and mutually negotiate a new amended and restated Operating Agreement (the “New A&R Operating Agreement”) containing, subject to Section 5.1, such provisions as may be reasonably necessary to set forth the respective rights, powers and interests of the members with respect to the Company and their respective membership interests, taking into account PCE’s position as the holder of an eighty percent (80%) membership interest in the Company, it being understood that if PCE elects instead to be bound by the Operating Agreement of the Company then in effect the parties shall not be obligated to enter into a New A&R Operating Agreement as a condition to the Option Closing or otherwise. If the parties are unable to reasonably and mutually agree on the terms of such New A&R Operating Agreement, then, in PCE’s sole discretion, (a) the parties shall consummate the Option Closing, at the Option Closing, PCE shall execute a counterpart of the Operating Agreement of the Company then in effect; (b) PCE may revoke its exercise of the Option, in which event the Option will remain outstanding and exercisable for the remaining Option Term as if PCE had not delivered an Exercise Notice; or (c) PCE may submit the matters in dispute to arbitration as provided in Section 10.7.
Amended and Restated Operating Agreement. Promptly upon the Company’s receipt of a Notice of Conversion, the Parties shall use their commercially reasonable efforts to negotiate and agree to the adoption of an amended and restated operating agreement (the “Amended and Restated Operating Agreement”) satisfactory to both Parties, each acting reasonably and in good faith. The Amended and Restated Operating Agreement shall, at the very least, without limitation, include the terms in a substantially similar manner as those set forth on the term sheet attached as Exhibit G hereto (the “Term Sheet”). If MGM and the Company fail to reach consensus on the content of an Amended and Restated Operating Agreement within thirty (30) days following the Company’s receipt of the Notice of Conversion, then the Company agrees to be bound by the Amended and Restated Operating Agreement which shall be deemed to be the operating agreement of the Company in effect as of the date of exercise, as amended by the Term Sheet. The Amended and Restated Operating Agreement shall be in full force and effect upon consummation of the conversion, subject to Section 5.04 herein.
Amended and Restated Operating Agreement. The Company, the Managers and the Members shall have executed and delivered the Amended and Restated Operating Agreement.
Amended and Restated Operating Agreement. The Issuer and the Signing Major Holders shall have executed and delivered the Amended and Restated Operating Agreement, and such agreement shall be in full force and effect.
Amended and Restated Operating Agreement. THIS AMENDED AND RESTATED OPERATING AGREEMENT of XXXXXX TELECOM HOLDINGS I, LLC, a Delaware limited liability company, made as of this day of October, 2003, by Grande Communications, Inc. (“Grande”), a Delaware corporation, as sole member, recites and provides as follows:
Amended and Restated Operating Agreement. A copy of the Amended and Restated Operating Agreement, duly executed by the Company and by Seller.
Amended and Restated Operating Agreement. The Company was formed with the intention that it would have only one member, such that at all times the Company would be disregarded as an entity separate from its owner for federal tax purposes under section 301.7701-3(b)(l)(ii) of the Treasury Regulations. Accordingly, any action described in Section 9.1 or 9.2 (relating to the admission of new members to the Company) that would cause the Company to have more than one member shall be made in conjunction with the execution by the Company, and all of those persons who are to become members of the Company, of an amended and restated operating agreement setting forth, at a minimum, the relative rights, obligations and duties of such members in respect of the Company, the manner in which the Company shall be operated, and the manner in which the Company shall be characterized for federal tax purposes (i.e., as a partnership or an association taxable as a corporation).
