Examples of Class B Preferred Member in a sentence
Each Seller is a Class B Preferred Member of TXU Energy Company LLC, a Delaware limited liability company (the "Company"), and is a party to the Second Amended and Restated Limited Liability Company Agreement of the Company, dated as of July 1, 2003 (the "LLC Agreement").
Each Seller proposes to (i) sell, assign, and transfer its Class B Preferred Membership Interests to the Purchaser in accordance with the terms and subject to the conditions set forth in this Agreement and (ii) withdraw from the Company as a Class B Preferred Member.
The Purchaser proposes to (i) purchase, acquire, and accept each Seller's Class B Preferred Membership Interests in accordance with the terms and subject to the conditions set forth in this Agreement and (ii) be admitted to the Company as the substituted Class B Preferred Member.
Effective upon the Closing and the delivery by Purchaser of the Class B Joinder to the Secretary of the Company, pursuant to the terms of the LLC Agreement, Purchaser is hereby admitted to the Company as a substituted Class B Preferred Member in respect of the Class B Preferred Membership Interests of each Seller acquired hereunder and, immediately thereafter, each Seller hereby withdraws, and is withdrawn, from the Company as a Class B Preferred Member.
In no event shall any Class B Preferred Member be required to make any Capital Contribution in excess of such Class B Preferred Member’s Remaining Commitment Amount.
Unless otherwise specified by the Board acting with Special Approval, each Class B Preferred Member shall have fifteen (15) days from the issuance of a capital request pursuant to this Section 3.2(b) and corresponding written notice to such Class B Preferred Member to make such Class B Preferred Member’s Capital Contribution.
The Company shall cause to be delivered to each Class B Preferred Member and the DLJ VCOC Fund, so long as it directly or indirectly holds any Class B Preferred Membership Interest, financial statements, reports and notices referred to below.
The financial statements listed in clauses (i) and (ii) below shall be prepared, in each case on a consolidated basis in accordance with GAAP, and such other reports as any Class B Preferred Member and the DLJ VCOC Fund, so long as it directly or indirectly holds any Class B Preferred Membership Interest, may reasonably request from time to time.
Each Class B Preferred Member shall have ten Business Days from the date of the receipt of such notice to elect (by written notice to the Company or any subsequent transferee, as applicable) to sell all or any portion of the Class B Preferred Membership Interests held by such Class B Preferred Member to the Company or such subsequent transferee, as applicable.
Except as otherwise provided in this Certificate, every covenant, term and provision of this Certificate shall be binding upon the Company and shall inure to the benefit of the Class B Preferred Member, the DLJ VCOC Fund and their distributees, heirs, legal representatives, executors, administrators, successors and permitted assigns and designees.