Class B Preferred Members definition
Examples of Class B Preferred Members in a sentence
For the purposes of clarity, nothing in this Section 6.4 is intended to, and nothing in this Section 6.4 shall be construed to, derogate from the rights of the Class B Preferred Members expressly contemplated by this Agreement.
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.
Except for duties to the Company (and to the extent the Independent Managers are voting with respect to a Subsidiary, the Subsidiary) and the Class B Preferred Members as set forth in the immediately preceding sentence, an Independent Manager shall not have any fiduciary duties to and shall have no obligation to consider the interests of any other Member or other holder of Units or any other Person.
For the purposes of clarity, this Section 12.9 shall not be construed to derogate from the rights of the Class B Preferred Members under this Agreement.
For the avoidance of doubt, the Capital Contributions made by the Class B Preferred Members in respect of the Aggregate Upsized Commitment Amount shall be made in accordance with the provisions of this Section 3.2, including the issuance of additional Class B Preferred Units at a per Unit price equal to one thousand dollars ($1,000) in accordance with Section 3.2(b).
If upon such liquidation, dissolution, or winding up, whether voluntary or involuntary, the assets thus distributed among the Class B Preferred Members shall be insufficient to permit the payment to the Class B Preferred Members of the full preferential amounts to which they are entitled hereunder, then the amount available for distribution to the Class B Preferred Members shall be distributed ratably among the Class B Preferred Members.
The Class B Preferred Members shall have no interest in the Company other than the Class B Preferred Membership Interests conferred by this Agreement and represented by the certificates (the "CLASS B PREFERRED MEMBERSHIP INTEREST CERTIFICATES"), which shall be deemed to be personal property giving only the rights conferred by this Agreement.
The membership of the Company shall consist of the Common Members, the Class C Preferred Members, the Class B Preferred Members and the Class A Preferred Members.
Upon execution of a Class B Joinder, the amendment of the Class B Preferred Members Schedule by the Secretary of Company and the satisfaction of any other applicable conditions such Person shall be admitted as a Class B Preferred Member and deemed listed as such on the books and records of the Company and thereupon shall be issued its Class B Preferred Membership Interests.
For the avoidance of doubt, the Class B Preferred Members shall have no voting rights under this Agreement except those voting rights that are expressly conferred upon the Class B Preferred Members in the Class B Preferred Membership Interest Certificates.