Members and Interests. The name, address and Interests of each Member are set forth on the books and records of the Company. The Members as of the date hereof are as set forth on the signature page hereto. The rights, duties and liabilities of the Members shall be as provided in the Act, except as is otherwise expressly provided herein, and the Members consent to the variation of such rights, duties and liabilities as provided herein.
Members and Interests. (a) Each Member’s Interest in the Company will be represented by Units. The Units initially shall be divided into three (3) Classes: “Class A Units,” “Class B Units,” and “Class C Units”. As of the Effective Date, there are issued and outstanding *** Class A Units, *** Class B Units, and *** Class C Units. Annex A hereto contains the name, Class and number of Units owned by each Member as of the Effective Date, which are being issued in exchange for such Member’s Capital Contribution and, as applicable, provision of services described in Schedule 1, pursuant to this Agreement. Annex A shall be revised from time to time to reflect the admission or withdrawal of a Member or the issuance, transfer, assignment, redemption, relinquishment to the Company or other cancellation of Units in accordance with the terms of this Agreement and other modifications to or changes in the information set forth therein. Any Units that are relinquished to, redeemed by, or otherwise repurchased by, the Company, shall be deemed for all purposes of this Agreement to be canceled and no longer outstanding, and shall not have any rights hereunder.
Members and Interests. The name, address and Interests of each Member are set forth on the books and records of the Company. The Members as of the date hereof are as set forth on the signature page.
Members and Interests. The parties to this Agreement agree and understand that (i) CDI is the Class A Member, (ii) Windspeed and the Windspeed Fund are the Class B Members, and (iii) CDI, Windspeed and Windspeed Fund have transferred their respective interests in Fund B and its assets to the Company, with the assets that were held in Fund B as of the time immediately before February 21, 2011 being held in Portfolio AA hereunder from and after February 21, 2011.
Members and Interests. 21 SECTION 3.1 Units.......................................................... 21 SECTION 3.2 Members........................................................ 21 SECTION 3.3 Class A Units.................................................. 21 SECTION 3.4 Class B Units.................................................. 22 SECTION 3.5 Class C and D Units............................................ 22 SECTION 3.6 Additional Issuance of New Class of Units...................... 23 ARTICLE IV MANAGEMENT AND OPERATION OF THE COMPANY.................................... 23 SECTION 4.1 Management..................................................... 23 SECTION 4.2 Officers....................................................... 25 SECTION 4.3 Executive Committee Approval Requirements and Other Limitations on Actions............................................... 26 SECTION 4.4 Budget......................................................... 29 SECTION 4.5 Certain Duties and Obligations of the Members.................. 29 SECTION 4.6 UBTI........................................................... 32 SECTION 4.7 Consent of Alter Member........................................ 32 SECTION 4.8 Non-Voting Members............................................. 32 ARTICLE V
Members and Interests. SECTION 4.01. Members 17 SECTION 4.02. Managing Member 17 SECTION 4.03. Interests 18 SECTION 4.04. Admission and Withdrawal of Members 20 SECTION 4.05. Liability to Third Parties; Capital Account Deficits 22 SECTION 4.06. Classes 22 SECTION 4.07. Certificates 22 SECTION 5.01. Capital 22 SECTION 5.02. Withdrawals; Return on Capital 23 SECTION 5.03. Maintenance of Capital Accounts 23 [[6065250]] SECTION 5.04. Allocations 24 SECTION 5.05. Determinations 29 SECTION 5.06. Books and Accounts 29 SECTION 5.07. Audits; Tax Representative 30 SECTION 5.08. Tax Information 31 SECTION 5.09. Withholding 31 SECTION 6.01. Distributions in Respect of Profit Participation Interests 31 SECTION 6.02. Tax Distributions 32 SECTION 6.03. Regular Distributions 32 SECTION 6.04. Limitation on Distributions 34 SECTION 7.01. Transfer of Interests 34 SECTION 7.02. Permitted Transfers 34 SECTION 7.03. PIPR Unit Exchange 35 SECTION 7.04. Encumbrances 36 SECTION 7.05. Legend 36 SECTION 7.06. Effect of Transfer Not in Compliance with This Article 37 SECTION 8.01. Dissolution 37 SECTION 8.02. Liquidation 37 SECTION 8.03. Distributions 37 SECTION 9.01. Exculpation 38 SECTION 9.02. Indemnification 38 SECTION 9.03. Non-Exclusivity of Rights 41 SECTION 9.04. Insurance 41 SECTION 9.05. Survival 41 SECTION 10.01. Use of Firm Name 41 SECTION 10.02. Amendments 41 SECTION 10.03. Benefits of Agreement 42 SECTION 10.04. Waiver of Notice 42 SECTION 10.05. Arbitration 42 [[6065250]] SECTION 10.06. Successors and Assigns 43 SECTION 10.07. Confidentiality 43 SECTION 10.08. Notices 44 SECTION 10.09. No Waiver of Rights 44 SECTION 10.10. Power of Attorney 44 SECTION 10.11. Severability 45 SECTION 10.12. Headings 45 SECTION 10.13. Entire Agreement 45 SECTION 10.14. Governing Law 45 SECTION 10.15. Counterparts 45 SECTION 10.16. Effectiveness 45 SECTION 10.17. Corporate Opportunity; Fiduciary Duty 45 SECTION 10.18. PIPR Agreement Conflicts 46 Schedule A Schedule B Schedule 1.01(a) Schedule 3.02(a) Schedule 3.03(a) Schedule 4.01 Schedule 4.03(c) Schedule 5.01 [[6065250]] THIRD AMENDED AND RESTATED OPERATING AGREEMENT (together with all exhibits, annexes and schedules hereto, this “Agreement”) of Lazard Group LLC, a Delaware limited liability company (the “Company”), dated as of March 31, 2023.
Members and Interests. 10 SECTION 3.1 Members.........................................................10 SECTION 3.2 Certificates....................................................10 SECTION 3.3
Members and Interests. (a) Each Member’s Interest in the Company will be represented by Units. The Units initially shall be divided into three (3) Classes: “Class A Units,” “Class B Units,” and “Class C Units”. As of the Effective Date, there are issued and outstanding *** Class A Units, *** Class B Units, and *** Class C Units. Annex A hereto contains the name, Class and number of Units owned by each Member as of the Effective Date, which are being issued in exchange for such Member’s Capital Contribution and, as applicable, provision of services described in Schedule 1, pursuant to this Agreement. Annex A shall be revised from time to time to reflect the admission or withdrawal of a Member or the issuance, transfer, assignment, redemption, relinquishment to the Company or other cancellation of Units in accordance with the terms of this Agreement and other modifications to or changes in the information set forth therein. Any Units that are relinquished to, redeemed by, or otherwise repurchased by, the Company, shall be deemed for all purposes of this Agreement to be canceled and no longer outstanding, and shall not have any rights hereunder.
(b) The Company shall incur obligations solely under the direction and with the Approval of the Board, acting by majority (except to the extent that Supermajority Approval of the Board and/or Supermajority Approval of the Members is required as set forth herein). The Company shall not incur any obligation that, in order for the Company to pay such obligation in full when it comes due, would necessitate any of the Initial Members to contribute cash or non-cash Capital Contributions to the Company in excess of, or any sooner than, as set forth in Sections 2.2, 2.3, 2.4 or 2.9 hereof respectively. The Initial Members acknowledge that, subject to the immediately preceding sentence and the other limitations on Board action set forth in this Agreement, the Board may Approve obligations that are not to be repaid out of Initial Member funding, but rather are to be repaid out of cash provided from the operation of the Company, provided the Board believes in good faith that such obligations can reasonably be expected to be repaid from such cash provided by operations.
(c) To the extent a portion of the non-cash contributions (in the form of services or otherwise) of certain Initial Members as described in Section 2.2(b) or Section 2.3(b) are to be effectively made (e.g., services are to be performed) following issuance of the Units under this Section...
Members and Interests. Each Member shall have the ownership rights reflected in the Membership Interests as recorded in Schedule A in effect from time to time. Immediately upon the occurrence of any of the following events, Schedule A shall be deemed amended, and shall be physically amended by the Managers, to reflect the interest and any capital contribution of any new Member, additional Member, or Substitute Member:
(a) a Membership Interest is Transferred to a new Member pursuant to this Agreement, or
(b) an additional Member is admitted to the Company pursuant to this Agreement, or
(c) a Substitute Member obtains a Membership Interest in the Company pursuant to this Agreement, or
(d) a Member Transfers all or part of his, her or its Membership Interest to another Member pursuant to the terms of this Agreement.
Members and Interests. The names and Interests of the Members are as follows: Name Interests Peakwood Capital Corporation 60% Aero Services International, Inc. 40%
