Company LLC Agreement. The Company, Pubco and the requisite Pre-Reorganization LLC Members shall amend and restate the Second Amended and Restated LLC Agreement in substantially the form attached hereto as Exhibit C (the “Third Amended and Restated LLC Agreement”), with such changes or modifications as approved by the Board.
Company LLC Agreement. Prior to the Closing, the Company shall enter into the Company LLC Agreement substantially in the form attached hereto as Exhibit D.
Company LLC Agreement. To the extent this Agreement imposes obligations on the Company or a member of the Company, this Agreement shall be treated as part of the Company LLC Agreement as described in section 761(c) of the Code and sections 1.704-1(b)(2)(ii)(h) and 1.761-1(c) of the Treasury Regulations.
Company LLC Agreement. Additional Signatory hereby (i) acknowledges that Additional Signatory has received and reviewed a complete copy of the Company LLC Agreement and (ii) agrees that Additional Signatory either is, or as a result of the execution and delivery of this Joinder has become, a party to the Company LLC Agreement and, as a result thereof, is fully bound by, and subject to, all of the covenants, terms and conditions of the Company LLC Agreement and shall is a Limited Partner (as such term is defined in the Company LLC Agreement for all purposes of the Company LLC Agreement. [NOTE: THIS SECTION 1.2 ONLY TO BE INCLUDED IF THE ADDITIONAL SIGNATORY ALSO OWNS/IS ACQUIRING COMPANY COMMON UNITS]
Company LLC Agreement. CBL/OP and Property Owner shall have agreed upon the form and content of the Company's limited liability company agreement (including any special purpose provisions thereof).
Company LLC Agreement. The grant of any Class B Units pursuant to this Agreement shall not restrict in any way the adoption of any amendment to the Company LLC Agreement in accordance with the terms of such respective agreements.
Company LLC Agreement. The Company, Pubco and the requisite Pre-IPO Equityholders shall amend and restate the Prior LLC Agreement in substantially the form attached hereto as Exhibit C (the “Second Amended and Restated LLC Agreement”), with such changes or modifications as approved by the Board, pursuant to which Pubco will be admitted as the managing member of the Company and all of the equity interests of the Company will be reclassified into LLC Units.
Company LLC Agreement. Immediately following the Closing, the Company LLC Agreement shall be amended and restated in its entirety to be in the form attached hereto as Exhibit H.
Company LLC Agreement. At the Company Merger Effective Time, by virtue of the Merger and without further action by the Company, any Company Member or any Person who acquires Common Units pursuant to the Company Merger, the Company LLC Agreement shall be amended and restated to be in the form of the A&R Company LLC Agreement, which, from and after the Company Merger Effective Time shall be the limited liability company agreement of the Company until duly amended in accordance with its terms and Delaware Law.
Company LLC Agreement. Effective as of immediately prior to the Closing (but following the issuance of 42,639 units to Best Buy), each Seller (including, for the avoidance of doubt, Best Buy), together constituting all of the members of the Company and having the authority to waive, amend or otherwise modify any provision of the Company LLC Agreement under Section 18.1 thereof, hereby irrevocably agrees to the following:
(a) any provision of the Company LLC Agreement that (i) is inconsistent with or otherwise not in accordance with the terms and conditions of this Agreement or (ii) would require notice to any Seller or would impose any restriction on any transaction contemplated hereunder shall, in any such case, be waived and shall have no force or effect in connection with the Purchase and the other transactions contemplated under this Agreement, and the Sellers hereby expressly agree that in the event of any conflict between the terms and conditions of the Company LLC Agreement and this Agreement, the terms and conditions set forth in this Agreement shall prevail;
(i) the consideration payable to the Sellers in respect of their equity interests in connection with the Purchase shall be determined solely in accordance with the applicable terms and conditions of this Agreement, including Schedule 1.1 and the Pro Rata Percentages set forth therein, and (ii) any provision of the Company LLC Agreement that is not consistent with the foregoing clause (i) shall be waived and shall have no force or effect in connection with the Purchase and the other transactions contemplated under this Agreement;
(c) all Board Members (as defined in the Company LLC Agreement) shall be deemed to have been removed as a member of the Board of Managers (as defined in the Company LLC Agreement) effective immediately upon the Closing and no reimbursements or other compensation shall be payable to any Board Member from and after the Closing Date;
(d) the rights of any Indemnified Person (as defined in the Company LLC Agreement) and the obligations of the Company pursuant to Section 15.3 of the Company LLC Agreement shall cease and have no further effect; and
(e) Buyer shall automatically be admitted to the Company as the sole Member (as defined in the Company LLC Agreement) and shall thereafter be entitled to amend the Company LLC Agreement by its sole action.
