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 32 Section 10.1 Actions and Consents of Members 32 Section 10.2 Procedures for Meetings and Actions of the Members 32 ARTICLE XI EXCHANGE RIGHTS 34 Section 11.1 Elective and Mandatory Exchanges 34 Section 11.2 Additional Terms Applying to Exchanges 34 Section 11.3 Exchange Consideration; Settlement 35 Section 11.4 Adjustment 36 Section 11.5 Class A Common Stock to Be Issued in Connection with an Exchange 37 Section 11.6 Tax Treatment 37 Section 11.7 Contribution by Manager 37 Section 11.8 Apportionment of Distributions 38 Section 11.9 Right of Manager to Acquire Exchangeable Units 38 ARTICLE XII MISCELLANEOUS 38 Section 12.1 Conclusive Nature of Determinations 38 Section 12.2 Company Counsel 38 Section 12.3 Appointment of Manager as Attorney-in-Fact 39 Section 12.4 Entire Agreement 39 Section 12.5 Further Assurances 40 Section 12.6 Notices 40 Section 12.7 Governing Law 40 Section 12.8 Jurisdiction and Venue 40 Section 12.9 Equitable Remedies 41 Section 12.10 Construction 41 Section 12.11 Counterparts 41 Section 12.12 Third-Party Beneficiaries 41 Section 12.13 Binding Effect 41 Section 12.14 Severability 41 Section 12.15 Survival 42 Section 12.16 Effect on Other Obligations of Members or the Company 42 Section 12.17 Confidentiality 42 Section 12.18 Creditors 43 Section 12.19 WAIVER OF JURY TRIAL 43 ARTICLE XIII DEFINED TERMS 43 Section 13.1 Definitions 43 Section 13.2 Interpretation 52 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ESGEN OPCO, LLC THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of ESGEN OPCO, LLC, a Delaware limited liability company (the “Company”), dated as of [__], 2023, is entered into by and among the Members that are party hereto, [__], (f/k/a ESGEN Acquisition Corporation), a Delaware corporation (the “Manager”), and each other Person as may become a Member from time to time, pursuant to the provisions of this Agreement.
PROCEDURES FOR ACTIONS AND CONSENTS OF MEMBERS. AMENDMENTS; MEETINGS
PROCEDURES FOR ACTIONS AND CONSENTS OF MEMBERS. AMENDMENTS; MEETINGS 49 Section 14.1 Actions and Consents of Members 49 Section 14.2 Amendments 49 Section 14.3 Procedures for Meetings and Actions of the Members 49
PROCEDURES FOR ACTIONS AND CONSENTS OF MEMBERS. AMENDMENTS; MEETINGS 67 Section 14.1 Procedures for Actions and Consents of Members 67 Section 14.2 Amendments 67 Section 14.3 Meetings of the Members 68 ARTICLE 15. GENERAL PROVISIONS 68 Section 15.1 Addresses and Notice 68 Section 15.2 Titles and Captions 69 Section 15.3 Pronouns and Plurals 69 Section 15.4 Further Action 69 Section 15.5 Binding Effect 69 Section 15.6 Creditors 69 Section 15.7 Waiver 69 Section 15.8 Counterparts 69 Section 15.9 Applicable Law 70 Section 15.10 Entire Agreement 70 Section 15.11 Invalidity of Provisions 70 Section 15.12 Limitation to Preserve REIT Status 70 Section 15.13 No Partition 71 Section 15.14 Non-Managing Member Representative 71 Exhibit A Member Information A-1 Schedule 1.1 Reduced Tax Protection Period Property Schedule 7.3 Existing Indebtedness AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF HCPI/UTAH II, LLC THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) is made and entered into as of August 17, 2001, by and among Health Care Property Investors, Inc., a Maryland corporation (the “Managing Member”), and the Persons whose names are set forth on Exhibit A as attached hereto (the “Non-Managing Members” and together with the Managing Member, the “Members”), for the purpose of forming HCPI/Utah II, LLC, a Delaware limited liability company (the “Company”).
PROCEDURES FOR ACTIONS AND CONSENTS OF MEMBERS. AMENDMENTS; MEETINGS 49 Section 13.1 Actions and Consents of Members 49 Section 13.2 Amendments 49 Section 13.3 Procedures for Meetings and Actions of the Members 49 ARTICLE XIV REDEMPTION RIGHTS 51 Section 14.1 Redemption Rights of Qualifying Parties 51 ARTICLE XV MISCELLANEOUS 53 Section 15.1 Company Counsel 53 Section 15.2 Appointment of Managing Member as Attorney-in-Fact 53 Section 15.3 Company Name; Goodwill 54 Section 15.4 Accounting and Fiscal Year 54 Section 15.5 Entire Agreement 54 Section 15.6 Further Assurances 55 Section 15.7 Notices 55 Section 15.8 Governing Law 55 Section 15.9 Jurisdiction 56 Section 15.10 Equitable Remedies 56 Section 15.11 Construction 56 Section 15.12 Counterparts 56 Section 15.13 Third Party Beneficiaries 56 Section 15.14 Binding Effect 56 Section 15.15 Severability 57 Section 15.16 Survival 57 Section 15.17 Anti-Money Laundering Representations and Undertakings 57 ANNEX A INITIAL COMPANY COMMON UNITS EXHIBIT A: NOTICE OF REDEMPTION EXHIBIT B: ANTI-MONEY LAUNDERING REPRESENTATIONS AND UNDERTAKINGS
PROCEDURES FOR ACTIONS AND CONSENTS OF MEMBERS. 37 13.1 Procedures for Actions and Consents of Members 37 13.2 Actions and Consents of Members 37 ARTICLE XIV - MISCELLANEOUS 38 14.1 Notices 38 14.2 Waiver 39 14.3 Cumulative Remedies 39 14.4 Binding Effect 39 14.5 Interpretation 39 14.6 Severability 39 14.7 Counterparts 39 14.8 Integration 39 14.9 Amendments 39 14.10 Definitions 40 14.11 Governing Law 40 14.12 Consent to Jurisdiction 40 14.13 Creditors 40 EXHIBIT A – NAMES AND ADDRESSES OF THE MEMBERS AMENDED AND RESTATED OPERATING AGREEMENT OF LGM ENTERPRISES, LLC THIS AMENDED AND RESTATED OPERATING AGREEMENT (this “Agreement”) OF LGM ENTERPRISES, LLC, a North Carolina limited liability company (the “Company”), is made and entered into and becomes effective as of December 27, 2023 (the “Effective Date”) by and among the Company, EG Acquisition Corp., a Delaware corporation, as the managing member of the Company (together with any successor managing member permitted pursuant to this Agreement, the “Managing Member”), and the Members.
PROCEDURES FOR ACTIONS AND CONSENTS OF MEMBERS. The actions requiring consent or approval of Non-Managing Members (or Holders, if applicable) pursuant to this Agreement, including Section 7.3 hereof, or otherwise pursuant to applicable law, and all amendments to this Agreement, are subject to the procedures set forth in this Article 14.
PROCEDURES FOR ACTIONS AND CONSENTS OF MEMBERS. MEETINGS 27
