Class B Preferred Member definition
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").
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.
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.
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Interests of each Seller acquired hereunder and, immediately thereafter, each Seller hereby withdraws, and is withdrawn, from the Company as a Class B Preferred Member.
The Board shall amend the Schedule of Members attached hereto to reflect any Aggregate Upsized Commitment Amount of any Class B Preferred Member and the corresponding adjustment to such Class B Preferred Member’s Remaining Commitment Amount and the Commitment Ratios of all of the Class B Preferred Members.
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.
Notwithstanding anything to the contrary, in connection with any Transfer of any Class B Preferred Units by a Class B Preferred Member in accordance with the terms of this Agreement, such Class B Preferred Member may Transfer or assign any or all of its rights hereunder.
Notwithstanding anything in the Guaranty to the contrary, for purposes of Section 8.01 of the Guaranty, the outstanding amount of this Progeny Facility shall equal the outstanding Contributed Capital of the Class B Preferred Member (each as defined in the PPH Company Agreement) plus the accrued and unpaid Class B Priority Return (as defined in the PPH Company Agreement) plus all other amounts then due and payable to the Class B Preferred Member.
The Class A Preferred Members shall have the rights and preferences ascribed to the Class A Preferred Shares and the rights of the Common Members and the Class B Preferred Member shall be subject to the rights and preferences of the Class A Preferred Shares.