OWNERSHIP AND CAPITAL CONTRIBUTIONS. CAPITAL ACCOUNTS 13 Section 4.1 Authorized Units; General Provisions With Respect to Units 13 Section 4.2 Class B Uxxxx 00 Xxxxxxx 4.3 Voting Rights 17 Section 4.4 Capital Contributions; Unit Ownership 17 Section 4.5 Capital Accounts 18 Section 4.6 Other Matters 18 Section 4.7 Redemption of Class A Units 19 Article V ALLOCATIONS OF PROFITS AND LOSSES 23 Section 5.1 Profits and Losses 23 Section 5.2 Special Allocations 24 Section 5.3 Allocations for Tax Purposes in General 27 Section 5.4 Other Allocation Rules 28 Article VI DISTRIBUTIONS 29 Section 6.1 Distributions 29 Section 6.2 Tax-Related Distributions 29 Section 6.3 Distribution Upon Withdrawal 29 Section 6.4 Issuance of Additional Equity Securities 29 Article VII MANAGEMENT 30 Section 7.1 The Managing Member; Fiduciary Duties 30 Section 7.2 Officers 30 Section 7.3 Warranted Reliance by Officers on Others 31 Section 7.4 Indemnification 31 Section 7.5 Maintenance of Insurance or Other Financial Arrangements 32 Section 7.6 Resignation or Termination of Managing Member 32 Section 7.7 No Inconsistent Obligations 32 Section 7.8 Reclassification Events of PubCo 32 Section 7.9 Certain Costs and Expenses 33 Article VIII ROLE OF MEMBERS 33 Section 8.1 Rights or Powers 33 Section 8.2 Voting 34 Section 8.3 Various Capacities 34 Section 8.4 Investment Opportunities 34
Appears in 3 contracts
Samples: Limited Liability Company Agreement (Kimbell Tiger Acquisition Corp), Limited Liability Company Agreement (Kimbell Tiger Acquisition Corp), Limited Liability Company Agreement (Kimbell Tiger Acquisition Corp)
OWNERSHIP AND CAPITAL CONTRIBUTIONS. CAPITAL ACCOUNTS 13
Section 4.1 18 3.1 Authorized Units; General Provisions With Respect to Units 13 Section 4.2 Class B Uxxxx 00 Xxxxxxx 4.3 18 3.2 Voting Rights 17 Section 4.4 18 3.3 Capital Contributions; Unit Ownership 17 Section 4.5 18 3.4 Capital Accounts 18 Section 4.6 20 3.5 Member Loans 20 3.6 Other Matters 18 Section 4.7 Redemption of Class A Units 19 Article V 20 ARTICLE IV ALLOCATIONS OF PROFITS AND LOSSES 23 Section 5.1 21 4.1 Profits and Losses 23 21 4.2 Section 5.2 Special 754 Election 21 4.3 Regulatory and Curative Allocations; Other Allocations 24 Section 5.3 21 4.4 Allocations for Tax Purposes in General 27 Section 5.4 23 4.5 Other Allocation Rules 28 Article VI 24 ARTICLE V DISTRIBUTIONS 29 Section 6.1 24 5.1 Amount and Time of Distributions 29 Section 6.2 Tax-Related Distributions 29 Section 6.3 24 5.2 Tax Distributions. 25 5.3 Distribution Upon Withdrawal 26 ARTICLE VI MANAGEMENT 26 6.1 Board of Directors. 26 6.2 Meetings of the Board 29 Section 6.3 Board of Director Powers 30 6.4 Issuance of Additional Equity Securities 29 Article VII MANAGEMENT Required Consents 30 Section 7.1 The Managing Member; Fiduciary Duties 30 Section 7.2 6.5 Officers 30 Section 7.3 33 6.6 Warranted Reliance by Directors and Officers on Others 31 Section 7.4 34 6.7 Indemnification 31 Section 7.5 of the Directors, Officers and the Tax Matters Member 34 6.8 Maintenance of Insurance or Other Financial Arrangements 32 Section 7.6 Resignation or Termination of Managing Member 32 Section 7.7 No Inconsistent Obligations 32 Section 7.8 Reclassification Events of PubCo 32 Section 7.9 Certain Costs and Expenses 33 Article VIII 35 6.9 Management Fees 35 6.10 Retained Claims. 36 ARTICLE VII ROLE OF MEMBERS 33 Section 8.1 38 7.1 Rights or Powers 33 Section 8.2 Voting 34 Section 8.3 38 7.2 Meetings of the Members 39 7.3 Various Capacities 34 Section 39 7.4 Formation of Newco 39 ARTICLE VIII REGISTRATION RIGHTS 40 8.1 Definitions 40 8.2 Stockholder Demand Rights 42 8.3 Piggyback Registration Rights 44 8.4 Investment Opportunities 34Form S-3 Registration 46 8.5 Selection of Underwriters 48 8.6 Withdrawal Rights; Expenses 48 8.7 Registration and Qualification 48 8.8 Underwriting; Due Diligence 52 8.9 Indemnification and Contribution 53 8.10 Cooperation; Information by Selling Holder 55 8.11 Rule 144 and Rule 145 56 8.12 Holdback Agreement 56 8.13 Suspension of Sales 56 8.14 Third Party Registration Rights 57 ARTICLE IX TRANSFERS OF INTERESTS 57 9.1 Restrictions on Transfer 57 9.2 Notice of Transfer 58 9.3 Transferee Members 58 9.4 No Transfers to Competitors 59 9.5 Right of First Offer 59 9.6 Drag Along Events 61
Appears in 1 contract
OWNERSHIP AND CAPITAL CONTRIBUTIONS. CAPITAL ACCOUNTS 13
Section 19 4.1 Authorized Units; General Provisions With with Respect to Units 13 Section 19 4.2 Class B Uxxxx 00 Xxxxxxx Capital Contributions 23 4.3 Voting Rights 17 Section Issuance of Additional Units 24 4.4 Capital Contributions; Unit Ownership 17 Section Accounts 24 4.5 Capital Accounts 18 Section 4.6 Other Matters 18 Section Regarding Capital Contributions 25 4.6 Exchange of Common Units 25 4.7 Redemption Representations and Warranties of Class A Units 19 the Members 29 Article V ALLOCATIONS OF PROFITS AND LOSSES 23 Section 31 5.1 Profits and Losses 23 Section 31 5.2 Special Allocations 24 Section 31 5.3 Allocations for Tax Purposes in General 27 Section 34 5.4 Other Allocation Rules 28 34 5.5 Earnout Common Units 36 Article VI DISTRIBUTIONS 29 Section 36 6.1 Distributions 29 Section 36 6.2 Tax-Related Distributions 29 Section 37 6.3 Distribution Upon Withdrawal 29 Section 6.4 Issuance of Additional Equity Securities 29 38 Article VII MANAGEMENT 30 Section 38 7.1 The Managing MemberMember Rights; Fiduciary Member and Officer Duties 30 Section 38 7.2 Role of Officers 30 Section 39 7.3 Warranted Reliance by Officers on Others 31 Section 40 7.4 Indemnification 31 Section 40 7.5 Maintenance of Insurance or Other Financial Arrangements 32 Section 7.6 Resignation or Termination of Managing Member 32 Section 7.7 No Inconsistent Obligations 32 Section 7.8 43 7.6 Reclassification Events of PubCo 32 Section 7.9 43 7.7 Transactions between Company and Managing Member 43 7.8 Certain Costs and Expenses 33 44 Article VIII ROLE OF MEMBERS 33 Section 44 8.1 Rights or Powers 33 Section 44 8.2 Voting 34 Section 8.3 Various Capacities 34 Section 8.4 44 8.3 Investment Opportunities 3445 Article IX TRANSFERS OF UNITS 46 9.1 Restrictions on Transfer 46 9.2 Notice of Transfer 47 9.3 Transferee Members 47 9.4 Legend 48 Article X ACCOUNTING 48 10.1 Books of Account 48 10.2 Tax Elections 48 10.3 Tax Returns; Information 49 10.4 Company Representative 50 10.5 Withholding Tax Payments and Obligations 53 10.6 Rights of the Continuing Members 53 Article XI DISSOLUTION 54 11.1 Liquidating Events 54 11.2 Bankruptcy 54 11.3 Procedure 55 11.4 Rights of Members 56 11.5 Notices of Dissolution 56 11.6 Reasonable Time for Winding Up 56 11.7 No Deficit Restoration 56 Article XII GENERAL 57 12.1 Amendments; Waivers 57 12.2 Further Assurances 57 12.3 Successors and Assigns 57 12.4 Entire Agreement 58 12.5 Rights of Members Independent 58 12.6 Governing Law; Waiver of Jury Trial; Jurisdiction 58 12.7 Headings 59 12.8 Counterparts; Electronic Delivery 59 12.9 Notices 59 12.10 Representation by Counsel; Interpretation 61 12.11 Severability 61 12.12 Expenses 61 12.13 No Third Party Beneficiaries 61 12.14 Confidentiality 61 12.15 No Recourse 62 Exhibits Exhibit A: Capitalization Exhibit B: Exchange Notice Exhibit C: Officers Exhibit D: Joinder This THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended, supplemented or restated from time to time in accordance with the terms hereof, this “LLC Agreement”) of QualTek HoldCo, LLC, a Delaware limited liability company (the “Company”), is entered into as of [●], 2021, by and among Rxxx XX Acquisition III Co., a Delaware corporation (“PubCo”), as a Member and the Managing Member as of the date hereof, the Members set forth on Exhibit A hereto (the “Continuing Members”) and each other Person who is or at any time becomes a Member in accordance with the terms of this LLC Agreement and the Act. Capitalized terms used in this LLC Agreement shall have the respective meanings set forth in Section 1.1.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Roth CH Acquisition III Co)
OWNERSHIP AND CAPITAL CONTRIBUTIONS. CAPITAL ACCOUNTS 13
15 Section 4.1 Authorized Units; General Provisions With Respect to Units 13 Section 4.2 Class B Uxxxx Xxxxx 00 Xxxxxxx 4.3 4.2 Voting Rights 17 18 Section 4.4 4.3 Capital Contributions; Unit Ownership 17 18 Section 4.4 Capital Accounts 19 Section 4.5 Capital Accounts 18 Other Matters 20 Section 4.6 Other Matters 18 Section 4.7 Redemption of Class A Units 19 Article 20 ARTICLE V ALLOCATIONS OF PROFITS AND LOSSES 23 27 Section 5.1 Profits and Losses 23 27 Section 5.2 Special Allocations 24 28 Section 5.3 Allocations for Tax Purposes in General 27 30 Section 5.4 Other Allocation Rules 28 Article 31 ARTICLE VI DISTRIBUTIONS 29 32 Section 6.1 Distributions 29 32 Section 6.2 Tax-Related Distributions 29 33 Section 6.3 Distribution Upon Withdrawal 29 Section 6.4 Issuance of Additional Equity Securities 29 Article 34 ARTICLE VII MANAGEMENT 30 34 Section 7.1 The Managing Member; Fiduciary Duties 30 34 Section 7.2 Officers 30 35 Section 7.3 Warranted Reliance by Officers on Others 31 35 Section 7.4 Indemnification 31 36 Section 7.5 Maintenance of Insurance or Other Financial Arrangements 32 37 Section 7.6 Resignation or Termination of Managing Member 32 37 Section 7.7 No Inconsistent Obligations 32 37 Section 7.8 Reclassification Events of PubCo 32 38 Section 7.9 Certain Costs and Expenses 33 Article 38 ARTICLE VIII ROLE OF MEMBERS 33 39 Section 8.1 Rights or Powers 33 39 Section 8.2 Voting 34 39 Section 8.3 Various Capacities 34 40 Section 8.4 Investment Opportunities 3440 ARTICLE IX TRANSFERS OF INTERESTS 41 Section 9.1 Restrictions on Transfer 41 Section 9.2 Notice of Transfer 43 Section 9.3 Transferee Members 43 Section 9.4 Pledgee’s Rights; Units to be General Intangibles 43 Section 9.5 Legend 44 ARTICLE X ACCOUNTING 45 Section 10.1 Books of Account 45 Section 10.2 Tax Elections 45 Section 10.3 Tax Returns; Information 46 Section 10.4 Tax Matters Member and Company Representative 46 Section 10.5 Withholding Tax Payments and Obligations 47 ARTICLE XI DISSOLUTION AND TERMINATION 48 Section 11.1 Liquidating Events 48 Section 11.2 Bankruptcy 48 Section 11.3 Procedure 49 Section 11.4 Rights of Members 50 Section 11.5 Notices of Dissolution 50 Section 11.6 Reasonable Time for Winding Up 50 Section 11.7 No Deficit Restoration 50 ARTICLE XII GENERAL 50 Section 12.1 Amendments; Waivers 50 Section 12.2 Further Assurances 51 Section 12.3 Successors and Assigns 51 Section 12.4 Entire Agreement 52 Section 12.5 Rights of Members Independent 52 Section 12.6 Governing Law 52 Section 12.7 Jurisdiction and Venue 52 Section 12.8 Headings 52 Section 12.9 Counterparts 52 Section 12.10 Notices 53 Section 12.11 Representation By Counsel; Interpretation 53 Section 12.12 Severability 54 Section 12.13 Expenses 54 Section 12.14 No Third Party Beneficiaries 54 This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (as amended, supplemented or restated from time to time, this “Agreement”) is entered into as of January 17, 2018, by and among Liberty Oilfield Services New HoldCo LLC, a Delaware limited liability company (the “Company”), and each other Person who is or at any time becomes a Member in accordance with the terms of this Agreement and the Act. Capitalized terms used herein and not otherwise defined have the respective meanings set forth in Section 1.1.
Appears in 1 contract
Samples: Limited Liability Company Operating Agreement (Liberty Oilfield Services Inc.)
OWNERSHIP AND CAPITAL CONTRIBUTIONS. CAPITAL ACCOUNTS 13
15 Section 4.1 Authorized UnitsEquity Securities; General Provisions With Respect to Units 13 Equity Securities and Debt Securities 15 Section 4.2 Class B Uxxxx 00 Xxxxxxx 4.3 Voting Rights 17 19 Section 4.4 4.3 Capital Contributions; Unit Ownership 17 19 Section 4.4 Capital Accounts 20 Section 4.5 Capital Accounts 18 Other Matters 20 Section 4.6 Other Matters 18 Section 4.7 Redemption of Class A Units 19 Article 21 ARTICLE V ALLOCATIONS OF PROFITS AND LOSSES 23 28 Section 5.1 Profits and Losses 23 28 Section 5.2 Special Allocations 24 29 Section 5.3 Allocations for Tax Purposes in General 27 31 Section 5.4 Other Allocation Rules 28 Article 32 ARTICLE VI DISTRIBUTIONS 29 32 Section 6.1 Distributions 29 32 Section 6.2 Tax-Related Distributions 29 33 Section 6.3 Distribution Upon Withdrawal 29 33 Section 6.4 Issuance of Additional Equity Securities 29 Article 33 ARTICLE VII MANAGEMENT 30 33 Section 7.1 The Managing Member; Fiduciary Duties 30 33 Section 7.2 Officers 30 34 Section 7.3 Warranted Reliance by Officers on Others 31 35 Section 7.4 Indemnification 31 35 Section 7.5 Maintenance of Insurance or Other Financial Arrangements 32 36 Section 7.6 Resignation or Termination of Managing Member 32 36 Section 7.7 No Inconsistent Obligations 32 37 Section 7.8 Reclassification Events of PubCo 32 37 Section 7.9 Certain Costs and Expenses 33 Article 37 ARTICLE VIII ROLE OF MEMBERS 33 38 Section 8.1 Rights or Powers 33 38 Section 8.2 Voting 34 38 Section 8.3 Various Capacities 34 39 Section 8.4 Investment Opportunities 3439 ARTICLE IX TRANSFERS OF INTERESTS 39 Section 9.1 Restrictions on Transfer 39 Section 9.2 Notice of Transfer 40 Section 9.3 Transferee Members 41 Section 9.4 Legend 41 ARTICLE X ACCOUNTING; CERTAIN TAX MATTERS 42 Section 10.1 Books of Account 42 Section 10.2 Tax Elections 42 Section 10.3 Tax Returns; Information 43 Section 10.4 Company Representative 43 Section 10.5 Withholding Tax Payments and Obligations 43 ARTICLE XI DISSOLUTION AND TERMINATION 45 Section 11.1 Liquidating Events 45 Section 11.2 Bankruptcy 45 Section 11.3 Procedure 46 Section 11.4 Rights of Members 47 Section 11.5 Notices of Dissolution 47 Section 11.6 Reasonable Time for Winding Up 47 Section 11.7 No Deficit Restoration Obligation 47 ARTICLE XII GENERAL 48 Section 12.1 Amendments; Waivers 48 Section 12.2 Further Assurances 48 Section 12.3 Successors and Assigns 49 Section 12.4 Certain Representations by Members 49 Section 12.5 Entire Agreement 49 Section 12.6 Rights of Members Independent 49 Section 12.7 Governing Law 49 Section 12.8 Jurisdiction and Venue 50 Section 12.9 Headings 50 Section 12.10 Counterparts 50 Section 12.11 Notices 50 Section 12.12 Representation By Counsel; Interpretation 51 Section 12.13 Severability 51 Section 12.14 Expenses 51 Section 12.15 Waiver of Jury Trial 51 Section 12.16 No Third Party Beneficiaries 51 This Third Amended and Restated Limited Liability Company Agreement (as amended, supplemented or restated from time to time, this “Agreement”) is entered into as of May 17, 2022, by and among ProFrac Holdings, LLC, a Texas limited liability company (the “Company”), ProFrac Holding Corp., a Delaware corporation (“PubCo”), the other parties listed on Exhibit A hereto and each other Person who is or at any time becomes a Member in accordance with the terms of this Agreement and the TBOC.
Appears in 1 contract
Samples: Limited Liability Company Agreement (ProFrac Holding Corp.)
OWNERSHIP AND CAPITAL CONTRIBUTIONS. CAPITAL ACCOUNTS 13
15 Section 4.1 Authorized UnitsEquity Securities; General Provisions With Respect to Units 13 Equity Securities and Debt Securities 15 Section 4.2 Class B Uxxxx 00 Xxxxxxx 4.3 Voting Rights 17 19 Section 4.4 4.3 Capital Contributions; Unit Ownership 17 19 Section 4.4 Capital Accounts 20 Section 4.5 Capital Accounts 18 Other Matters 20 Section 4.6 Other Matters 18 Section 4.7 Redemption of Class A Units 19 Article 21 ARTICLE V ALLOCATIONS OF PROFITS AND LOSSES 23 28 Section 5.1 Profits and Losses 23 28 Section 5.2 Special Allocations 24 29 Section 5.3 Allocations for Tax Purposes in General 27 31 Section 5.4 Other Allocation Rules 28 Article 32 ARTICLE VI DISTRIBUTIONS 29 32 Section 6.1 Distributions 29 32 Section 6.2 Tax-Related Distributions 29 33 Section 6.3 Distribution Upon Withdrawal 29 33 Section 6.4 Issuance of Additional Equity Securities 29 Article 33 ARTICLE VII MANAGEMENT 30 34 Section 7.1 The Managing Member; Fiduciary Duties 30 34 Section 7.2 Officers 30 34 Section 7.3 Warranted Reliance by Officers on Others 31 35 Section 7.4 Indemnification 31 35 Section 7.5 Maintenance of Insurance or Other Financial Arrangements 32 36 Section 7.6 Resignation or Termination of Managing Member 32 37 Section 7.7 No Inconsistent Obligations 32 37 Section 7.8 Reclassification Events of PubCo 32 37 Section 7.9 Certain Costs and Expenses 33 Article 37 ARTICLE VIII ROLE OF MEMBERS 33 38 Section 8.1 Rights or Powers 33 38 Section 8.2 Voting 34 38 Section 8.3 Various Capacities 34 39 Section 8.4 Investment Opportunities 3439 ARTICLE IX TRANSFERS OF INTERESTS 40 Section 9.1 Restrictions on Transfer 40 Section 9.2 Notice of Transfer 41 Section 9.3 Transferee Members 41 Section 9.4 Legend 42 ARTICLE X ACCOUNTING; CERTAIN TAX MATTERS 42 Section 10.1 Books of Account 42 Section 10.2 Tax Elections 42 Section 10.3 Tax Returns; Information 43 Section 10.4 Company Representative 43 Section 10.5 Withholding Tax Payments and Obligations 44 ARTICLE XI DISSOLUTION AND TERMINATION 45 Section 11.1 Liquidating Events 45 Section 11.2 Bankruptcy 46 Section 11.3 Procedure 46 Section 11.4 Rights of Members 47 Section 11.5 Notices of Dissolution 47 Section 11.6 Reasonable Time for Winding Up 47 Section 11.7 No Deficit Restoration Obligation 47 ARTICLE XII GENERAL 48 Section 12.1 Amendments; Waivers 48 Section 12.2 Further Assurances 49 Section 12.3 Successors and Assigns 49 Section 12.4 Certain Representations by Members 49 Section 12.5 Entire Agreement 49 Section 12.6 Rights of Members Independent 49 Section 12.7 Governing Law 50 Section 12.8 Jurisdiction and Venue 50 Section 12.9 Headings 50 Section 12.10 Counterparts 50 Section 12.11 Notices 50 Section 12.12 Representation By Counsel; Interpretation 51 Section 12.13 Severability 51 Section 12.14 Expenses 51 Section 12.15 Waiver of Jury Trial 51 Section 12.16 No Third Party Beneficiaries 51 This Third Amended and Restated Limited Liability Company Agreement (as amended, supplemented or restated from time to time, this “Agreement”) is entered into as of [●], 2021, by and among ProFrac Holdings, LLC, a Texas limited liability company (the “Company”), ProFrac Holding Corp., a Delaware corporation (“PubCo”), the other parties listed on Exhibit A hereto and each other Person who is or at any time becomes a Member in accordance with the terms of this Agreement and the TBOC.
Appears in 1 contract
Samples: Limited Liability Company Agreement (ProFrac Holding Corp.)
OWNERSHIP AND CAPITAL CONTRIBUTIONS. CAPITAL ACCOUNTS 13
15 Section 4.1 Authorized Units; General Provisions With Respect to Units 13 Section 4.2 Class B Uxxxx Xxxxx 00 Xxxxxxx 4.3 4.2 Voting Rights 17 18 Section 4.4 4.3 Capital Contributions; Unit Ownership 17 18 Section 4.4 Capital Accounts 19 Section 4.5 Capital Accounts 18 Other Matters 20 Section 4.6 Other Matters 18 Section 4.7 Redemption of Class A Units 19 Article 20 ARTICLE V ALLOCATIONS OF PROFITS AND LOSSES 23 27 Section 5.1 Profits and Losses 23 27 Section 5.2 Special Allocations 24 27 Section 5.3 Allocations for Tax Purposes in General 27 30 Section 5.4 Other Allocation Rules 28 Article 30 ARTICLE VI DISTRIBUTIONS 29 31 Section 6.1 Distributions 29 31 Section 6.2 Tax-Related Distributions 29 32 Section 6.3 Distribution Upon Withdrawal 29 Section 6.4 Issuance of Additional Equity Securities 29 Article 33 ARTICLE VII MANAGEMENT 30 34 Section 7.1 The Managing Member; Fiduciary Duties 30 34 Section 7.2 Officers 30 34 Section 7.3 Warranted Reliance by Officers on Others 31 35 Section 7.4 Indemnification 31 35 Section 7.5 Maintenance of Insurance or Other Financial Arrangements 32 36 Section 7.6 Resignation or Termination of Managing Member 32 36 Section 7.7 No Inconsistent Obligations 32 37 Section 7.8 Reclassification Events of PubCo 32 37 Section 7.9 Certain Costs and Expenses 33 Article 37 ARTICLE VIII ROLE OF MEMBERS 33 38 Section 8.1 Rights or Powers 33 38 Section 8.2 Voting 34 38 Section 8.3 Various Capacities 34 39 ARTICLE IX TRANSFERS OF INTERESTS 40 Section 8.4 Investment Opportunities 349.1 Restrictions on Transfer 40 Section 9.2 Notice of Transfer 41 Section 9.3 Transferee Members 41 Section 9.4 Legend 42 ARTICLE X ACCOUNTING 42 Section 10.1 Books of Account 42 Section 10.2 Tax Elections 43 Section 10.3 Tax Returns; Information 43 Section 10.4 Tax Matters Member and Company Representative 44 Section 10.5 Withholding Tax Payments and Obligations 44 ARTICLE XI DISSOLUTION AND TERMINATION 45 Section 11.1 Liquidating Events 45 Section 11.2 Bankruptcy 46 Section 11.3 Procedure 46 Section 11.4 Rights of Members 47 Section 11.5 Notices of Dissolution 47 Section 11.6 Reasonable Time for Winding Up 47 Section 11.7 No Deficit Restoration 48 ARTICLE XII GENERAL 48 Section 12.1 Amendments; Waivers 48 Section 12.2 Further Assurances 49 Section 12.3 Successors and Assigns 49 Section 12.4 Entire Agreement 49 Section 12.5 Rights of Members Independent 49 Section 12.6 Governing Law 49 Section 12.7 Jurisdiction and Venue 49 Section 12.8 Headings 50 Section 12.9 Counterparts 50 Section 12.10 Notices 50 Section 12.11 Representation By Counsel; Interpretation 51 Section 12.12 Severability 51 Section 12.13 Expenses 51 Section 12.14 No Third Party Beneficiaries 51 This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (as amended, supplemented or restated from time to time, this “Agreement”) is entered into as of , 2018, by and among Liberty Oilfield Services New HoldCo LLC, a Delaware limited liability company (the “Company”), and each other Person who is or at any time becomes a Member in accordance with the terms of this Agreement and the Act. Capitalized terms used herein and not otherwise defined have the respective meanings set forth in Section 1.1.
Appears in 1 contract
Samples: Limited Liability Company Operating Agreement (Liberty Oilfield Services Inc.)
OWNERSHIP AND CAPITAL CONTRIBUTIONS. CAPITAL ACCOUNTS 13
15 Section 4.1 3.1 Authorized Units; General Provisions With Respect to Units 13 15 Section 4.2 Class B Uxxxx 00 Xxxxxxx 4.3 3.2 Voting Rights 17 18 Section 4.4 3.3 Capital Contributions; Unit Ownership 17 18 Section 4.5 3.4 Capital Accounts 18 19 Section 4.6 3.5 Other Matters 18 19 Section 4.7 3.6 Redemption of Class A Units 19 Article V 20 ARTICLE IV ALLOCATIONS OF PROFITS AND LOSSES 23 28 Section 5.1 4.1 Profits and Losses 23 28 Section 5.2 4.2 Special Allocations 24 28 Section 5.3 4.3 Allocations for Tax Purposes in General 27 30 Section 5.4 4.4 Income Tax Allocations with Respect to Depletable Properties 31 Section 4.5 Other Allocation Rules 28 Article VI 32 ARTICLE V DISTRIBUTIONS 29 32 Section 6.1 5.1 Distributions 29 32 Section 6.2 5.2 Tax-Related Distributions 29 33 Section 6.3 5.3 Distribution Upon Withdrawal 29 35 Section 6.4 5.4 Issuance of Additional New Equity Securities 29 Article VII 35 ARTICLE VI MANAGEMENT 30 35 Section 7.1 6.1 The Managing Member; Fiduciary Duties 30 35 Section 7.2 6.2 Officers 30 36 Section 7.3 6.3 Warranted Reliance by Officers on Others 31 37 Section 7.4 6.4 Indemnification 31 37 Section 7.5 6.5 Maintenance of Insurance or Other Financial Arrangements 32 Section 7.6 Resignation or Termination of Managing Member 32 Section 7.7 No Inconsistent Obligations 32 Section 7.8 Reclassification Events of PubCo 32 Section 7.9 Certain Costs and Expenses 33 Article VIII ROLE OF MEMBERS 33 Section 8.1 Rights or Powers 33 Section 8.2 Voting 34 Section 8.3 Various Capacities 34 Section 8.4 Investment Opportunities 3438
Appears in 1 contract
Samples: Limited Liability Company Agreement (LandBridge Co LLC)
OWNERSHIP AND CAPITAL CONTRIBUTIONS. CAPITAL ACCOUNTS 13
Section 4.1 Authorized Units; General Provisions With Respect to Units 13 Section 4.2 Class B Uxxxx 00 Xxxxxxx 4.3 Voting Rights 17 Section 4.4 Capital Contributions; Unit Ownership 17 Section 4.5 Capital Accounts 18 Section 4.6 Other Matters 18 Section 4.7 Redemption of Class A Units 19 Article V ALLOCATIONS OF PROFITS AND LOSSES 23 Section 5.1 Profits and Losses 23 Section 5.2 Special Allocations 24 Section 5.3 Allocations for Tax Purposes in General 27 Section 5.4 Other Allocation Rules 28 Article VI DISTRIBUTIONS 29 Section 6.1 Distributions 29 Section 6.2 Tax-Related Distributions 29 Section 6.3 Distribution Upon Withdrawal 29 Section 6.4 Issuance of Additional Equity Securities 29 Article VII MANAGEMENT 30 Section 7.1 The Managing Member; Fiduciary Duties 30 Section 7.2 Officers 30 Section 7.3 Warranted Reliance by Officers on Others 31 Section 7.4 Indemnification 31 Section 7.5 Maintenance of Insurance or Other Financial Arrangements 32 Section 7.6 Resignation or Termination of Managing Member 32 Section 7.7 No Inconsistent Obligations 32 Section 7.8 Reclassification Events of PubCo 32 Section 7.9 Certain Costs and Expenses 33 Article VIII ROLE OF MEMBERS 33 Section 8.1 Rights or Powers 33 Section 8.2 Voting 34 Section 8.3 Various Capacities 34 Section 8.4 Investment Opportunities 3434 Article IX TRANSFERS OF INTERESTS 35
Section 9.1 Restrictions on Transfer 35 Section 9.2 Notice of Transfer 35 Section 9.3 Transferee Members 36 Section 9.4 Legend 36 Article X ACCOUNTING; CERTAIN TAX MATTERS 36 Section 10.1 Books of Account 36 Section 10.2 Tax Elections 37 Section 10.3 Tax Returns; Information 37 Section 10.4 Company Representative 37 Section 10.5 Withholding Tax Payments and Obligations 38 Article XI DISSOLUTION AND TERMINATION 39 Section 11.1 Liquidating Events 39 Section 11.2 Bankruptcy 39 Section 11.3 Procedure 40 Section 11.4 Rights of Members 41 Section 11.5 Notices of Dissolution 41 Section 11.6 Reasonable Time for Winding Up 41 Section 11.7 No Deficit Restoration 41 Article XII GENERAL 41 Section 12.1 Amendments; Waivers 41 Section 12.2 Further Assurances 42 Section 12.3 Successors and Assigns 42 Section 12.4 Certain Representations by Members 42 Section 12.5 Entire Agreement 43 Section 12.6 Rights of Members Independent 43 Section 12.7 Governing Law 43 Section 12.8 Jurisdiction and Venue 43 Section 12.9 Headings 43 Section 12.10 Counterparts 43 Section 12.11 Notices 43 Section 12.12 Representation By Counsel; Interpretation 44 Section 12.13 Severability 44 Section 12.14 Expenses 44 Section 12.15 Waiver of Jury Trial 44 Section 12.16 No Third Party Beneficiaries 44 This Amended and Restated Limited Liability Company Agreement (as amended, supplemented or restated from time to time, this “Agreement”) is entered into as of February 3, 2022, by and among Kxxxxxx Xxxxx Operating Company, LLC, a Delaware limited liability company (the “Company”), Kxxxxxx Xxxxx Acquisition Corporation, a Delaware corporation (“PubCo”), Kxxxxxx Xxxxx Acquisition Sponsor, LLC, a Delaware limited liability company (“Tiger Sponsor”), and each other Person who is or at any time becomes a Member in accordance with the terms of this Agreement and the Act. Capitalized terms used herein and not otherwise defined have the respective meanings set forth in Section 1.1.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Kimbell Tiger Acquisition Corp)
OWNERSHIP AND CAPITAL CONTRIBUTIONS. CAPITAL ACCOUNTS 1317
Section 4.1 3.1 Authorized Units; General Provisions With Respect to Issuance of Units 13 Section 4.2 Class B Uxxxx 00 Xxxxxxx 4.3 Voting Rights 17 Section 4.4 3.2 Issuance of Units to PubCo after the IPO 18 Section 3.3 Capital Contributions; Unit Ownership 17 Contributions 21 Section 4.5 3.4 Capital Accounts 18 21 Section 4.6 Other Matters 18 3.5 No Return of Capital Contributions 21 Section 4.7 Redemption 3.6 Exchange of Class A Units 19 Article V 22 Section 3.7 Call Right and Standing Instructions Purchase 26 Section 3.8 PubCo Approved Change of Control 27 Section 3.9 Tender Offers; Recapitalizations 28 Section 3.10 Participation in Distributions 28 Section 3.11 Liquidity Limitations 28 ARTICLE IV ALLOCATIONS OF PROFITS AND LOSSES 23 29 Section 5.1 4.1 Profits and Losses 23 29 Section 5.2 4.2 Special Allocations 24 29 Section 5.3 4.3 Allocations for Tax Purposes in General 27 32 Section 5.4 4.4 Other Allocation Rules 28 Article VI 32 ARTICLE V DISTRIBUTIONS 29 33 Section 6.1 5.1 Distributions 29 33 Section 6.2 5.2 Tax-Related Distributions 29 34 Section 6.3 5.3 Distribution Upon Withdrawal 29 34 ARTICLE VI MANAGEMENT 34
Section 6.4 Issuance of Additional Equity Securities 29 Article VII MANAGEMENT 30 Section 7.1 6.1 The Managing Member; Fiduciary Duties 30 34 Section 7.2 6.2 Officers 30 35 Section 7.3 6.3 Warranted Reliance by Officers on Others 31 35 Section 7.4 6.4 Exculpation and Indemnification 31 35 Section 7.5 6.5 Maintenance of Insurance or Other Financial Arrangements 32 38 Section 7.6 6.6 Resignation or Termination of Managing Member 32 38 Section 7.7 6.7 No Inconsistent Obligations 32 38 Section 7.8 6.8 Reclassification Events of PubCo 32 38 Section 7.9 6.9 Certain Costs and Expenses 33 Article VIII 39 Section 6.10 Fiduciary Duties; Other Business Opportunities 39 ARTICLE VII ROLE OF MEMBERS 33 40 Section 8.1 7.1 Rights or Powers 33 40 Section 7.2 Voting 40 ARTICLE VIII TRANSFERS OF INTERESTS 40 Section 8.1 Restrictions on Transfer 40 Section 8.2 Voting 34 Transferee Members 42 Section 8.3 Various Capacities 34 Admission or Substitution of New Members 43 Section 8.4 Investment Opportunities 348.5 Bankruptcy 43 Section 8.6 Mandatory Exchange 43 Section 8.7 Legend 43 ARTICLE IX ACCOUNTING 44 Section 9.1 Books of Account 44 Section 9.2 Tax Elections 44 Section 9.3 Tax Returns; Information 45 Section 9.4 Company Representative 45 Section 9.5 Withholding and Other Tax Payments and Obligations 46 Section 9.6 Section 83(b) Elections 47 ARTICLE X DISSOLUTION AND TERMINATION 47 Section 10.1 Liquidating Events 47 Section 10.2 Bankruptcy 48 Section 10.3 Procedure 48 Section 10.4 Rights of Members 49 Section 10.5 Notices of Dissolution 49 Section 10.6 Reasonable Time for Winding Up 49 Section 10.7 No Deficit Restoration 50
Appears in 1 contract
Samples: Operating Agreement (Focus Financial Partners Inc.)