Class 1 Member definition
Examples of Class 1 Member in a sentence
Each Non-U.S. Class 1 Member, upon receiving notice from LLC or its allocation pursuant to Section 3.05, shall compute its U.S. federal, state and local income tax liability resulting solely from such allocation and shall notify LLC, within 30 days of receiving notice of its allocation of the amount of such U.S. federal, state and local income tax liability.
In order to accept an offer under Section 7.02(a), each Class 1 Member must, within 15 days after receipt of written notice from LLC describing in reasonable detail the Class 1 Interests (or Rights) being offered, the purchase price thereof, the payment terms and such Class 1 Member's percentage allotment, deliver a written notice to LLC accepting such offer.
The Class 1 Interests shall entitle the Class 1 Members to vote in proportion to the number of Class 1 Interests owned by each Class 1 Member upon all matters upon which Class 1 Members have the right to vote.
In addition to the provisions of Section 3.07 (c), in determining whether to declare a dividend on the Class 1 Interests, the Board of Directors shall consider the total tax liability of Class 1 Members in respect of their Class 1 Interests, including the tax liability of Class 1 Members in countries other than the home country of each Class 1 Member.
Notwithstanding the other provisions of this Section 7.02, each Class 1 Member shall be entitled to purchase such Class 1 Interests (or any such Rights) under this Section 7.02 only to the extent that, immediately after such purchase, neither such holder nor any of its Affiliates beneficially owns more than 45 percent of the Class 1 Interests Deemed Outstanding at such time.
Subject to the rights of holders of Series M Class 2 Interests, Series A Class 2 Interests and of any other Class 2 Interests, each Class 1 Member shall be entitled to receive all distributions to the holders of Class 1 Interests in any liquidation, dissolution or winding up of LLC pro rata on the basis of the number of Class 1 Interests held by each of them as a percentage of all outstanding Class 1 Interests.
In addition to the provisions of Section 3.07(c), in determining whether to declare a dividend to Class 1 Members, the Board of Directors shall consider the total tax liability of Class 1 Members with respect to their Class 1 Interests, including the tax liability of Class 1 Members in countries other than the home country of each Class 1 Member.
This Agreement may not be changed or amended or the observance of any provisions by LLC waived without the consent of Class 1 Members holding not less than 66 2/3% of the outstanding Class 1 Interests; provided, that each Class 1 Member hereby consents to any change or amendment to, or restatement of, this Agreement approved by a majority of the Board of Directors which becomes effective on or after the date of the Class 1 Member's cessation as a Member.
The Company wishes to be admitted as a Class 1 Member in Iridium and agrees to be bound by all of the applicable provisions of the Limited Liability Company Agreement of Iridium LLC, dated as of July 29, 1996, as amended (the "LLC Agreement").
Each Class 1 Member owning at least 70,000 Class 1 Interests shall be a Director (accordingly, each such Class 1 Member shall appoint a representative who will represent it on the Board of Directors and who shall be the Director in respect of such Class 1 Member for purposes of this Agreement) and in addition shall be entitled to designate one Director for each additional 70,000 Class 1 Interests owned by such Class 1 Member.