Co-Managing Members definition
Examples of Co-Managing Members in a sentence
The Co-Managing Members shall take all reasonable action as may be necessary or appropriate for the continuation of the Company’s valid existence as a limited liability company under the laws of the State of Delaware and of each other jurisdiction in which such existence is necessary to protect the limited liability of the Co-Managing Members or to enable the Company to conduct the business in which it is engaged.
The Co-Managing Members acknowledge and agree that (i) DF shall be responsible for managing the day-to-day operations of the Company, and (ii) HS shall be responsible for handling administrative work as needed between the Company and insurance companies.
Any distributions to the Co-Managing Members under this Article XII upon liquidation shall be made by the end of the taxable year in which the liquidation of the Company occurs (or if later, within ninety (90) days after the date of such liquidation).
After full deduction for any payment of Guaranteed Payments as set forth in Sections 7.4(a) and 7.4(b) above, all remaining amounts of Group Medical Insurance Net Cash Flow and Group Medical Insurance Net Capital Transaction Proceeds shall be distributed to the Co-Managing Members, pro rata, in proportion to their respective Ownership Percentages.
The business and affairs of the Company shall be managed by and under the joint direction of the Co-Managing Members by unanimous consent, and all powers of the Company may be exercised by either of the Co-Managing Members, subject in all instances to the terms and provisions of this Agreement.
Subject to Section 7.10, the Co-Managing Members shall cause the Company to make distributions of available Net Cash Flow to the Co-Managing Members only at such times and in such amounts as the Co-Managing Members shall unanimously agree.
Thereafter, to the Co-Managing Members, as follows: (i) first, to the Co-Managing Members in an amount equal to, and in proportion to, their Unreturned Capital, if any; and (ii) thereafter, to the Co-Managing Members in accordance with Article VII.
The Company may maintain such additional offices as may be designated from time to time by the Co-Managing Members for the purpose of carrying out the business of the Company.
The Company shall maintain one or more accounts, including, without limitation, checking, cash management, money market or investment accounts, in such banks or other financial institutions as the Co-Managing Members may select.
This Agreement, together with the schedule attached hereto and as the same may be amended from time to time in accordance with the terms hereof, contains the entire agreement among the Co-Managing Members relating to the subject matter hereof and there are no other or further agreements outstanding not specifically mentioned herein.