Common Members. (i) Any recipient of a Common Interest pursuant to Section 4.03(a) or Section 7.02(a) who is not a Common Member at the time of such issuance or such Transfer, as applicable, shall be admitted as an additional Common Member and shall be listed as a “Common Member” on Schedule 1.01(a), and the issuance or Transfer, as applicable, of the Common Interest shall be effective upon the execution and delivery to the Company by such recipient of an agreement in which such person agrees to be bound by this Agreement and any other agreements, documents or instruments specified by the Managing Members or the Lazard Board; provided, however, that a recipient who is not a Common Member at the time of such issuance or Transfer, as applicable, shall only be admitted as an additional Common Member with the prior approval of the Lazard Board or the Lazard Ltd Board.
Common Members. In addition to the contributions made pursuant to Section 3.1, but subject to the limitations hereinafter set forth in this Agreement, each Common Member shall contribute from time to time its Common Percentage (subject to Section 3.5) of the capital required to meet the financial obligations of the Company or any Company Subsidiary. Each contribution under this Section 3.2 is herein called a “Subsequent Contribution.” No additional capital contributions shall be required to be made by the Members other than as expressly provided in this Section 3.2. The sole remedies available to the Company and the Members for any failure of a Member to fund its share of any Subsequent Contributions required under this Section 3.2 shall be the procedures set forth in Section 3.3 (and in the case such failure is by ESC, Section 3.5). No Member shall be deemed to be in default hereunder for failure to make any Subsequent Contribution.
Common Members. (i) Effective immediately upon the consummation of, in the case of Lazard Ltd Sub A, the Lazard Ltd Sub A Contribution or, in the case of Lazard Ltd Sub B, the Lazard Ltd Sub B Contribution, Lazard Ltd Sub A or Lazard Ltd Sub B, as applicable, shall be admitted to the Company as a Common Member and shall be issued a Common Interest pursuant to the Master Separation Agreement and this Agreement, and Lazard Ltd Sub A shall be issued an additional amount of Common Units and Common Capital pursuant to (A) any exercise of the Over-allotment Option (as defined in the Master Separation Agreement) in the amounts, on the terms and subject to the conditions set forth in the Master Separation Agreement and this Agreement, (B) the Third Party Investment (as defined in the Master Separation Agreement) in the amounts, on the terms and subject to the conditions set forth in the Master Separation Agreement and this Agreement, and (C) the Second Redemption as contemplated by Schedule 4.03(d) in the amounts, on the terms and subject to the conditions set forth in the Master Separation Agreement and this Agreement.
Common Members. CBL & ASSOCIATES LIMITED PARTNERSHIP, a Delaware limited partnership By: CBL Holdings 1, Inc., its general partner ____________ Legal By: Name: XXXX X. XXX Title: Vice Chairman of the Board and Chief Financial Officer ST. CLAIR SQUARE GP, INC., an Illinois corporation ____________ Legal By: Name: XXXX X. XXX Title: Vice Chairman of the Board and Chief Financial Officer PREFERRED MEMBER: WESTFIELD AMERICA LIMITED PARTNERSHIP, a Delaware limited partnership By: Westfield U.S. Holdings, LLC, its general partner By: Name: Xxxxxxxxx X. Xxxxxxxxxxxxx Title: Senior Vice President and Assistant Secretary Exhibit A CBL Projects Project Name % Equity Interests in Related Project Level Entity being Contributed Location Gross Asset Value Outstanding Principal Balance of Indebtedness Encumbering Project Capital Account Allocation Chapel Hill Mall Project 100% The shopping center located in Akron, Ohio commonly known as “Chapel Hill Mall”, the fee title to which is owned by CHM/Akron, LLC, a Delaware limited liability company $109,917,000 $75,912,000 $34,005,000 Project Name % Equity Interests in Related Project Level Entity being Contributed Location Gross Asset Value Outstanding Principal Balance of Indebtedness Encumbering Project Capital Account Allocation Chapel Hill Suburban/Crossing 100% The shopping center located in Akron, Ohio commonly known as “Chapel Hill Suburban” or “Chapel Hill Crossing”, the fee title to which is owned by C.H. of Akron II, LLC, a Delaware limited liability company $4,367,000 $0 $4,367,000 Project Name % Equity Interests in Related Project Level Entity being Contributed Location Gross Asset Value Outstanding Principal Balance of Indebtedness Encumbering Project Capital Account Allocation Greenbrier Mall Project 100% The shopping center located in Chesapeake, Virginia commonly known as “Greenbrier Mall”, the fee title to which is owned by Greenbrier Mall II, LLC, a Delaware limited liability company $151,333,000 $83,755,000 $67,578,000 Project Name % Equity Interests in Related Project Level Entity being Contributed Location Gross Asset Value Outstanding Principal Balance of Indebtedness Encumbering Project Capital Account Allocation Mall of Acadiana Project 100% The shopping center located in Lafayette, Louisiana commonly known as “Mall of Acadiana”, the fee title to which is owned by Acadiana Mall CMBS, LLC, a Delaware limited liability company $197,167,000 $ 149,431,000 $47,736,000 Park Plaza Mall Project 100% The shopping center locate...
Common Members. New Enterprise Associates 13, L.P. By: NEA Partners 13, L.P., its general partner By: NEA 13 GP, LTD, its general partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Chief Legal Officer The parties hereto have caused this AMENDMENT TO OPERATING AGREEMENT to be executed and delivered as of the date first above written. COMMON MEMBERS: Third Rock Ventures, L.P. By: Third Rock Ventures GP, L.P., its general partner By: TRV GP, LLC, its general partner By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Partner The parties hereto have caused this AMENDMENT TO OPERATING AGREEMENT to be executed and delivered as of the date first above written. COMMON MEMBERS: SUTREPA SAS By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Chairman The parties hereto have caused this AMENDMENT TO OPERATING AGREEMENT to be executed and delivered as of the date first above written.
Common Members s/ Xxxx Xxxxxxxxx Xxxx Xxxxxxxxx /s/ Xxxxx Xxxxxxxxxxxx Xxxxx Xxxxxxxxxxxx Schedule I EXHIBIT A Initial Series A Members Name and Address Number of Series A Preferred Units being Issued Capital Contribution MPM BioVentures V, L.P. c/o MPM Capital LLC 000 Xxxxxxxxx Xxxxxx, 00xx xxxxx Xxxxxx, XX 00000 19,572,961 $ 11,604,377 MPM Asset Management Investors BV5 LLC c/o MPM Capital LLC 000 Xxxxxxxxx Xxxxxx, 00xx xxxxx Xxxxxx, XX 00000 760,373 $ 472,431 New Enterprise Associates 13, L.P. c/o New Enterprise Associates 0000 Xxxxxxxxxxx Xxxxx, Xxxxx 000 Xxxxxxxx, XX 00000 20,293,333 $ 11,999,458 NEA Ventures 2009, Limited Partnership c/o New Enterprise Associates 0000 Xxxxxxxxxxx Xxxxx, Xxxxx 000 Xxxxxxxx, XX 00000 40,000 $ 24,853 Third Rock Ventures, L.P. 00 Xxxxxxx Xxxxxx Xxxxxx, XX 00000 20,333,333 $ 11,855,543 Schedule II EXHIBIT B Initial Series B Members Name and Address Number of Series B Preferred Units Being Issued Capital Contribution MPM BioVentures V, L.P. c/o MPM Capital LLC 000 Xxxxxxxxx Xxxxxx, 00xx xxxxx Xxxxxx, XX 00000 8,811,042 $ 4,658,906.00 MPM Asset Management Investors BV5 LLC c/o MPM Capital LLC 000 Xxxxxxxxx Xxxxxx, 00xx xxxxx Xxxxxx, XX 00000 342,292 $ 180,990.00 New Enterprise Associates 13, L.P. c/o New Enterprise Associates 0000 Xxxxxxxxxxx Xxxxx, Xxxxx 000 Xxxxxxxx, XX 00000 29,533,333 $ 15,185,801.00 Third Rock Ventures, L.P. 00 Xxxxxxx Xxxxxx Xxxxxx, XX 00000 29,533,333 $ 15,185,801.00 Pfizer Inc. 000 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Attn: Xxxxxx X. Xxxxx, Ph.D. 16,000,000 $ 8,071,014.00 Sutrepa SAS 00, xxxx Xxxxxxx Xxxxx, 92100 Boulogne Billancourt Represented by Xx. Xxxxxxx Xxxxxx, President 780,000 $ 405,215.00 Schedule III EXHIBIT C Initial Common Members Name and Address Capital Contribution MPM BioVentures V, L.P. c/o MPM Capital LLC 000 Xxxxxxxxx Xxxxxx, 00xx xxxxx Xxxxxx, XX 00000 $ 0 MPM Asset Management Investors BV5 LLC c/o MPM Capital LLC 000 Xxxxxxxxx Xxxxxx, 00xx xxxxx Xxxxxx, XX 00000 $ 0 New Enterprise Associates 13, L.P. c/o New Enterprise Associates 0000 Xxxxxxxxxxx Xxxxx, Xxxxx 000 Xxxxxxxx, XX 00000 $ 0 Third Rock Ventures, L.P. 00 Xxxxxxx Xxxxxx Xxxxxx, XX 00000 $ 0 Sutrepa XXX 00, xxxx Xxxxxxx Xxxxx, 92100 Boulogne Billancourt Represented by Xx. Xxxxxxx Xxxxxx, President $ 0 Xxxxxxx Xxxxxx 00 Xxxxxxxxxx Xxxxx Xxxxxxxxx, XX 00000 $ 0 Xxxx Xxxxxxxxx 00 Xxxxxxxx Xxxx Belmont, MA 02478 $ 0 Xxx Xxxxxx 30 Xxxxxxxx Road Wellesley, MA 02481 $ 0 Xxxxxxxxx Xxxxxx 000 Xxxx Xxxxxx Xxx Westfield, NJ 07090 $ 0 Xxxxx Xxxxxx...
Common Members. Second, losses for any Fiscal Year shall be allocated among the Common Members in proportion to their respective Percentage Interests, subject to the limitation in Section 10.2.4 below.
Common Members. CLASS A HOLDER: LIQUIDMETAL TECHNOLOGIES, INC. /s/ Xxxxxx Xxxxxx By: Xxxxxx Xxxxxx Title: CEO CLASS B HOLDERS: C3 CAPITAL PARTNERS, L.P. By: Its General Partner C3 Partners, LLC, a Delaware limited liability company By: /s/ X.X. Xxxxx Xx. Print Name: Xxxxxx Xxxxx Jr. Title: Manager C3 CAPITAL PARTNERS II, L.P. By: Its General Partner C3 Partners II, LLC, a Delaware limited liability company By: /s/ X.X. Xxxxx Xx. Print Name: Xxxxxx Xxxxx Jr. Title: Manager XXXXX XXXXXXXXXX /s/ Xxxxx Xxxxxxxxxx Xxxxx Xxxxxxxxxx GLOBAL STRATEGY & CAPITAL GROUP, INC. D.B.A. CRESO CAPITAL PARTNERS By: /s/ Xxxxxx Xxxx Print Name: /s/ Xxxxxx Xxxx Title: Principal CLASS C HOLDERS: XXXXX XXXXXXXXXX /s/ Xxxxx Xxxxxxxxxx Xxxxx Xxxxxxxxxx GLOBAL STRATEGY & CAPITAL GROUP, INC. D.B.A. CRESO CAPITAL PARTNERS By: /s/ Xxxxxx Xxxx Print Name: /s/ Xxxxxx Xxxx Title: Principal Exhibit “A” Members Initial Capital Contribution Additional Capital Contribution1 Number and Class of Units Percentage Interest
Common Members. Those Persons subscribing for Common Shares and admitted as Members by the Investment Manager: By: PNMAC Capital Management, LLC By: Name: Title: APPENDIX A Form of Notice of Transfer [Date] PNMAC Mortgage Opportunity Fund, LLC c/x XXXXX Capital Management, LLC 20000 Xxxxxx Xxxx, Xxxxx 000 Xxxxxxxxx, Xxxxxxxxxx Attention: Jxxx Xxxxxx Tel: (000) 000-0000 Ladies and Gentlemen: This is to advise you that [_______________] (the “Purchaser”) will purchase (contingent only upon the approval of such purchase by PNMAC Mortgage Opportunity Fund, LLC, a Delaware limited liability company (the “Company”)) in a private resale (the “Purchase”) from [___________________] (the “Seller”) [insert number or amount] of [Common Shares (the “Shares”) or Seller's Common Share Commitment (the "Commitment")] issued pursuant to the Limited Liability Company Agreement of the Company dated as of [ ] (as amended, modified or supplemented from time to time, the “Limited Liability Company Agreement”). Capitalized terms used herein and not defined have the respective meanings assigned to them in the Limited Liability Company Agreement, a copy of which has been provided to the undersigned by the Seller. Seller has also provided to the Purchaser the Confidential Preliminary Private Placement Memorandum, dated [ ], relating to the Common Shares of the Company, together with any supplements thereto (the “Confidential Preliminary Private Placement Memorandum”); the Subscription Agreement, dated as of [________], 2008, by and between the Company and the initial purchaser of the Shares (the “Subscription Agreement”); and any other written materials furnished or made available to the Seller by or on behalf of the Company and relating to the purchase of the Shares (collectively, the “Offering Materials”). The undersigned hereby irrevocably agrees, represents and warrants on behalf of the Purchaser that:
Common Members. CBL & ASSOCIATES LIMITED PARTNERSHIP, a Delaware limited partnership ____________ Legal By: CBL Holdings 1, Inc., its general partner By: Name: XXXXXXXX X. XXXXXXX Title: Sr. Vice President and General Counsel ____________ Legal ST. CLAIR SQUARE GP, INC., an Illinois corporation By: Name: XXXXXXXX X. XXXXXXX Title: Sr. Vice President and General Counsel PREFERRED MEMBER: WESTFIELD AMERICA LIMITED PARTNERSHIP, a Delaware limited partnership By: Westfield U.S. Holdings, LLC, its general partner By: Name: Xxxxxxxxx Xxxxxxx Title: Senior Vice President & Assistant Secretary Exhibit B Westfield Projects Project Name % Equity Interests in Related Project Level Entity being contributed Location Gross Asset Value Outstanding Principal Balance of Indebtedness Encumbering Project Preliminary Capital Account Allocation Capital Account Adjustment Amount Adjusted Capital Account Allocation Mid Rivers Mall and Adjacent Parcels 100% The shopping center located in St. Xxxxxx, Missouri commonly known as “Westfield Mid Rivers” and certain parcels of land located adjacent thereto, the fee title to which was owned by Mid Rivers Mall LLC, a Delaware limited liability company; Mid Rivers Land LLC, a Delaware limited liability company; and Mid Rivers Land LLC II, a Delaware limited liability company, as applicable $185,307,583.00 $78,748,074.04 $105,621,484.171 XXX XXX
