Managing Members. All conditions to the acquisition of Managing Members by the Borrower under the Sale and Contribution Agreement and Section 3.3 shall have been satisfied.
Managing Members. The business and affairs of the Company shall be managed by the Members acting through their respective representatives on the Board of Managers ("Representatives"). The President and the Representatives shall be deemed "managers" of the Company within the meaning of the Delaware Act. Except for such matters as may be delegated to a Member from time to time by the Board of Managers pursuant to a vote in accordance with Section 8.07(b), and subject to the provisions of Sections 6.07 and 6.08, no Member shall act unilaterally on behalf of the Company or any of its subsidiaries without the approval of the other Member and no Member shall have the power unilaterally to bind the Company or any of its subsidiaries.
Managing Members. The Managing Members shall not have personal liability for the repayment of any amounts owed to a Member. The Managing Members shall be liable only for the repayment and discharge of the debts and obligations of the Fund to the extent provided by the Delaware Act to Persons other than the Fund and other Members. The Managing Members may, in their sole discretion, but shall not be required to, make a Capital Commitment.
Managing Members. As of the date hereof, Lazard Ltd Sub A and Lazard Ltd Sub B are the Managing Members. Notwithstanding anything in this Agreement to the contrary, a Managing Member may resign from the Company for any reason (with or without cause); provided that, subject to the final sentence of this Section 4.04(d), as a condition to such resignation, (i) such resigning Managing Member shall first appoint another person as a new Managing Member and (ii) such person shall be admitted to the Company as a new Managing Member (upon the execution and delivery of an agreement to be bound by the terms of this Agreement); provided, further, that in the event that the resigning Managing Member shall be the sole Managing Member and such resigning Managing Member elects to appoint two other [[6065250]] persons as Managing Members, as a condition to such resignation, (A) such resigning Managing Member shall first appoint two other persons as new Managing Members and (B) each such person shall be admitted to the Company as a new Managing Member (upon the execution and delivery of an agreement to be bound by the terms of this Agreement). Such admission shall be deemed effective immediately prior to the resignation, and, immediately following such admission, the resigning Managing Member shall cease to be a member of the Company (but, if applicable, shall otherwise remain a Member with respect to its Interests). Notwithstanding the foregoing, in the event that there shall be two Managing Members, the resigning Managing Member may, in lieu of appointing a new Managing Member in accordance with this Section 4.04(d), designate the remaining Managing Member as the sole Managing Member.
Managing Members. Compliance Other Managing Members will carry out the provisions of the PDA in RCW 53.08 and RCW 42.30. 100% compliance Managing Members – Meeting Attendance Other Three or more commissioners present at Managing Member meetings. 100% of MM Meetings
Managing Members. The Managing Member shall be the managing member of the Company. The Managing Member may not be removed without its consent. In the event that one or more other Managing Members is admitted to the Company as such, all references herein to the “Managing Member” in the singular form shall be deemed to also refer to such other Managing Members as may be appropriate. The relative rights and responsibilities of such Managing Members will be as agreed upon from time to time between them. Upon the Withdrawal from the Company or voluntary resignation of the last remaining Managing Member, all of the powers formerly vested therein pursuant to this Agreement and the LLC Act shall be exercised by a Majority in Interest of the Members.
Managing Members. 49 SECTION 8.02.
Managing Members. HILTON DOMESTIC OPERATING COMPANY,INC., a Delaware corporation By: /s/ Xxxxxxx Xxxxxxxx Xxxxxxx Xxxxxxxx, Assistant Secretary Hilton Domestic Operating Company Inc. 100% 0000 Xxxxx Xxxxxx Drive XxXxxx, VA 22102 Certificate Number Units HPP HOTELS USA LLC, a Delaware limited liability company (the "Company"), hereby certifies that____________________(the "Holder") is the registered owner of_______Units representing limited liability company interests in the Company (the "Units"). THE RIGHTS, POWERS, PREFERENCES, RESTRICTIONS (INCLUDING TRANSFER RESTRICTIONS) AND LIMITATIONS OF THE UNITS ARE SET FORTH IN, AND THIS CERTIFICATE AND THE UNITS REPRESENTED HEREBY ARE ISSUED AND SHALL IN ALL RESPECTS BE SUBJECT TO THE TERMS AND PROVISIONS OF, THE LIMITED LIABILITY COMPANY AGREEMENT OF THE COMPANY, DATED AS OF____________________, AS THE SAME MAY BE AMENDED OR RESTATED FROM TIME TO TIME (THE "AGREEMENT"). THE TRANSFER OF THIS CERTIFICATE AND THE UNITS REPRESENTED HEREBY IS RESTRICTED AS DESCRIBED IN THE AGREEMENT. By acceptance of this Certificate, and as a condition to being entitled to any rights and/or benefits with respect to the Units evidenced hereby, the Holder is deemed to have agreed to comply with and be bound by all the terms and conditions of the Agreement. The Company will furnish a copy of the Agreement to the Holder without charge upon written request to the Company at its principal place of business. The Company maintains books for the purpose of registering the transfer of Units. Each Unit shall constitute a "security" within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the State of Delaware, and (ii) the corresponding provisions of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. This Certificate shall be governed by and construed in accordance with the laws of the State of Delaware without regard to principles of conflicts of laws.
Managing Members. The Members acknowledge that in connection with any issuance of Class B Interests, Univision shall have the right to make an additional long-term loan to the Company in a "Proportionate Amount," (as such term is defined on attached Exhibit "D-2"), which additional note shall be on the same terms and conditions as the Subordinated Note and shall be accompanied by additional options to acquire the Class B Interests in an amount to allow Univision to maintain an ownership interest in the Company equal to the then Option Percentage (as such term is defined in attached Exhibit "D." The rights of first refusal and Univision right to make an additional loan set forth in this Section 7(c)(v) shall terminate upon the Initial Public Offering of securities in the Company or a successor "C" Corporation pursuant to Section 26(i) hereof.
Managing Members. (a) The initial Managing Member shall be M. Xxxxx Xxxxxx, in his capacity as President of S&A Operations.
(b) The Tax Matters Member shall be M. Xxxxx Xxxxxx
