Regular Distributions. Subject to Section 3.4(b), Regular Distributions shall be made as follows: (a) first, to the Class A Members, pro rata in accordance with their respective Unreturned Capital Contributions, until the amount of each Class A Member’s Unreturned Capital Contributions has been reduced to zero; and (b) thereafter, 100% to the Class A Members and the Class B Members in respect of their vested Class B Units, pro rata, in accordance with their respective number of outstanding Class A Units and vested Class B Units. Notwithstanding the foregoing, no holder of a Class B Unit shall be entitled to receive any distributions (other than Tax Distributions) with respect to such Class B Unit unless and until the aggregate amount of distributions made after the issuance of such Class B Unit to the Members in respect of the Units outstanding at the time of the issuance of such Class B Unit equals the Hurdle Amount with respect to such Class B Unit. For purposes of determining the amount of distributions under this Section 5.2, each Member holding a Unit shall be treated as having received any amounts received by any prior Member holding such Unit in connection with any prior distributions made under this Section 5.2 or Section 5.4.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (J. Alexander's Holdings, Inc.), Limited Liability Company Agreement (J. Alexander's Holdings, Inc.)
Regular Distributions. Subject to Section 3.4(b), Regular Distributions shall be made as follows:
(a) first, to the Class A Members, pro rata in accordance with their respective Unreturned Capital Contributions, until the amount of each Class A Member’s Unreturned Capital Contributions has been reduced to zero; and
(b) thereafter, 100% to the Class A Members and the Class B Management Members in respect of their vested Class B Management Units, pro rata, in accordance with their respective number of outstanding Class A Units and vested Class B Management Units. Notwithstanding the foregoing, no holder of a Class B Management Unit shall be entitled to receive any distributions (other than Tax Distributions) with respect to such Class B Management Unit unless and until the aggregate amount of distributions made after the issuance of such Class B Management Unit to the Members in respect of the Units outstanding at the time of the issuance of such Class B Management Unit equals the Hurdle Amount with respect to such Class B Management Unit. For purposes of determining the amount of distributions under this Section 5.2, each Member holding a Unit shall be treated as having received any amounts received by any prior Member holding such Unit in connection with any prior distributions made under this Section 5.2 or Section 5.4.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (J. Alexander's Holdings, Inc.), Limited Liability Company Agreement (J. Alexander's Holdings, Inc.)
Regular Distributions. Subject to Section 3.4(b), Regular Distributions shall be made as follows:made,
(a) first, to the Class A Members, pro rata in accordance with their respective Unreturned Capital Contributions, until the amount of each Class A Member’s Unreturned Capital Contributions has have been reduced to zero; and
(b) thereafter, 100% to the Class A Members and the Class B Members in respect of their vested Class B Units, pro rata, in accordance with their respective number of outstanding Class A Units and vested Class B Units. Notwithstanding the foregoing, no holder of a Class B Unit issued after the date hereof shall be entitled to receive any distributions (other than Tax Distributions) with respect to such Class B Unit unless and until the aggregate amount of distributions made after the issuance of such Class B Unit to the Members in respect of the their Units outstanding at the time of the issuance of such Class B Unit equals the Hurdle Amount with respect to such Class B Unit. For purposes of determining the amount of distributions under this Section 5.2, each Member holding a Unit shall be treated as having received any amounts received by any prior Member holding such Unit in connection with any prior distributions made under this Section 5.2 or Section 5.45.2.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Black Knight, Inc.), Limited Liability Company Agreement (Black Knight, Inc.)
Regular Distributions. Subject to Section 3.4(b), Regular Distributions shall be made as follows:made,
(a) a. first, to the Class A Members, pro rata in accordance with their respective Unreturned Capital Contributions, until the amount of each Class A Member’s Unreturned Capital Contributions has have been reduced to zero; and
(b) b. thereafter, 100% to the Class A Members and the Class B Members in respect of their vested Class B Units, pro rata, in accordance with their respective number of outstanding Class A Units and vested Class B Units. Notwithstanding the foregoing, no holder of a Class B Unit issued after the date hereof shall be entitled to receive any distributions (other than Tax Distributions) with respect to such Class B Unit unless and until the aggregate amount of distributions made after the issuance of such Class B Unit to the Members in respect of the their Units outstanding at the time of the issuance of such Class B Unit equals the Hurdle Amount with respect to such Class B Unit. For purposes of determining the amount of distributions under this Section 5.2, each Member holding a Unit shall be treated as having received any amounts received by any prior Member holding such Unit in connection with any prior distributions made under this Section 5.2 or Section 5.45.2.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Cannae Holdings, Inc.)