PROCEDURES FOR ACTIONS AND CONSENTS OF MEMBERS. The actions requiring Consent of any Member or Members pursuant to this Agreement, including Section 7.3 hereof, or otherwise pursuant to applicable law, are subject to the procedures set forth in this Article 14.
PROCEDURES FOR ACTIONS AND CONSENTS OF MEMBERS. The actions requiring Consent or approval of Non-Managing Members pursuant to this Agreement, including Section 7.3 hereof, or otherwise pursuant to applicable law, are subject to the procedures set forth in this Article XIV and shall require the Consent of the Non-Managing Members unless a different standard or percentage is expressly required by this Agreement for the action in question.
PROCEDURES FOR ACTIONS AND CONSENTS OF MEMBERS. MEETINGS 27
Section 10.1 Actions and Consents of Members 27
Section 10.2 Procedures for Meetings and Actions of the Members 27 ARTICLE XI EXCHANGE RIGHTS 29 Section 11.1 Elective and Mandatory Exchanges 29 Section 11.2 Additional Terms Applying to Exchanges 30 Section 11.3 Exchange Consideration; Settlement 31 Section 11.4 Adjustment 32 Section 11.5 Class A Common Stock to Be Issued in Connection with an Exchange 32 Section 11.6 Withholding 32 Section 11.7 Tax Treatment 33 Section 11.8 Contribution by the Managing Member 33 ARTICLE XII MISCELLANEOUS 33 Section 12.1 Conclusive Nature of Determinations 33 Section 12.2 Company Counsel 33 Section 12.3 Appointment of Managing Member as Attorney-in-Fact 34 Section 12.4 Entire Agreement 34 Section 12.5 Further Assurances 35 Section 12.6 Notices 35 Section 12.7 Governing Law 36 Section 12.8 Jurisdiction and Venue 36 Section 12.9 Equitable Remedies 36 Section 12.10 Construction 36 Section 12.11 Counterparts 37 Section 12.12 Third-Party Beneficiaries 37 Section 12.13 Binding Effect 37 Section 12.14 Severability 37 Section 12.15 Survival 37 ARTICLE XIII DEFINED TERMS 37 Section 13.1 Definitions 37 Section 13.2 Interpretation 46 THIS EIGHTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of RUBICON TECHNOLOGIES, LLC, a Delaware limited liability company (the “Company”), dated as of [●], is entered into by and among [the Persons listed on Schedule [●]] and Rubicon Technologies, Inc. (the “Managing Member”).
PROCEDURES FOR ACTIONS AND CONSENTS OF MEMBERS. AMENDMENTS; MEETINGS 71 14.1 Procedures for Actions and Consents of Members 71 14.2 Amendments 71 14.3 Meetings of the Members 71
PROCEDURES FOR ACTIONS AND CONSENTS OF MEMBERS. AMENDMENTS; MEETINGS 68 Section 14.1 Procedures for Actions and Consents of Members 68 Section 14.2 Amendments 68 Section 14.3 Actions and Consents of the Members 69 ARTICLE 15 GENERAL PROVISIONS 70 Section 15.1 Exchange of OPEUs for OP Common Units 70 Section 15.2 Addresses and Notice 71 Section 15.3 Titles and Captions 72 Section 15.4 Pronouns and Plurals 72 Section 15.5 Further Action 72 Section 15.6 Binding Effect 72 Section 15.7 Waiver 72 Section 15.8 Counterparts 72 Section 15.9 Applicable Law; Consent to Jurisdiction; Waiver of Jury Trial 73 Section 15.10 Entire Agreement 73 Section 15.11 Invalidity of Provisions 73 Section 15.12 No Partition 73 Section 15.13 No Third-Party Rights Created Hereby 74 Section 15.14 No Rights as Unitholders 74 Section 15.15 REIT Subsidiary Ownership Restrictions 74 Exhibit A EXAMPLES REGARDING ADJUSTMENT FACTOR A-1 Exhibit B NOTICE OF EXCHANGE B-1 Exhibit C UNIT DESIGNATION – SERIES A PREFERRED UNITS C-1 THIS NINTH AMENDED AND RESTATED OPERATING AGREEMENT OF Lineage Logistics Holdings, LLC (the “Company”), dated as of July 24, 2024 (the “Effective Date”), is made and entered into by and among the Company, Lineage OP, LP, a Maryland limited partnership, as a member and as managing member of the Company, and the Persons identified as the Members on the books and records of the Company.
PROCEDURES FOR ACTIONS AND CONSENTS OF MEMBERS. AMENDMENTS; MEETINGS
PROCEDURES FOR ACTIONS AND CONSENTS OF MEMBERS. MEETINGS 32 ARTICLE XI EXCHANGE RIGHTS 34 ARTICLE XII MISCELLANEOUS 38 ARTICLE XIII DEFINED TERMS 43
PROCEDURES FOR ACTIONS AND CONSENTS OF MEMBERS. AMENDMENTS; MEETINGS 72
14.1 Procedures for Actions and Consents of Members 72 14.2 Amendments 72 14.3 Meetings of the Members; Written Consent Without a Meeting 72 ARTICLE XV. GENERAL PROVISIONS 73 15.1 Addresses and Notice 73 15.2 Titles and Captions 74 15.3 Pronouns and Plurals 74 15.4 Further Action 74 15.5 Binding Effect 74 15.6 Creditors 74 15.7 Waiver 74 15.8 Counterparts 74 15.9 Applicable Law 75 15.10 Entire Agreement 75 15.11 Invalidity of Provisions 75 15.12 No Partition 75 15.13 Uniform Commercial Code Article 8 (Opt-In) 75 Exhibit A Member Information A-1 Exhibit B Notice of Redemption B-1 Exhibit C Form of Joinder Agreement C-1 Exhibit D Example of Certain Calculations Pursuant to Section 5.6.C D-1 Exhibit E Form of Bottom Dollar Guarantee E-1
PROCEDURES FOR ACTIONS AND CONSENTS OF MEMBERS. MEETINGS 25 Section 10.1 Actions and Consents of Members. 25 Section 10.2 Procedures for Meetings and Actions of the Members. 25 Article XI. EXCHANGE RIGHTS 27 Section 11.1 Elective and Mandatory Exchanges. 27 Section 11.2 Additional Terms Applying to Exchanges. 27 Section 11.3 Exchange Consideration; Settlement. 28 Section 11.4 Adjustment. 29 Section 11.5 Class A Common Stock to Be Issued in Connection with an Exchange. 29 Section 11.6 Tax Treatment. 30 Section 11.7 Contribution by Manager. 30
PROCEDURES FOR ACTIONS AND CONSENTS OF MEMBERS. MEETINGS
