Limited Membership definition
Examples of Limited Membership in a sentence
The Company reserves the right to issue one or more additional classes of Membership Interests with rights, privileges, preferences and restrictions junior in all respects to those of the Class A Limited Membership Interests.
The Class A Limited Members agree to treat the Transfer of the Class A Limited Membership Interests to the Company pursuant to Section 15.1 as a purchase and sale under Code Section 741 and not as a retirement under Code Section 736.
At any time there are Class A Limited Membership Interests outstanding, in the event of a vacancy in the position of Independent Manager, the Managing Member shall, as soon as practicable, appoint a successor Independent Manager.
The “Class A Purchase Election Date” shall be the day on which the Managing Member delivers the Class A Purchase Notice; provided that, if the Managing Member elects to purchase all of the Class A Limited Membership Interests then outstanding during the ten (10) day period following the delivery of a Liquidation Notice, the Class A Purchase Election Date shall be the day on which such Liquidation Notice is delivered to the Managing Member.
A Class B Purchase Notice will be sent to each Member whose Class B Limited Membership Interests are being called for purchase at such Member’s address as it appears in the Membership Registry.
The Original LLC Agreement was amended and restated in its entirety in connection with the sale by TPC to RBDB of a portion of TPC’s Class A Limited Membership Interests, pursuant to the Amended and Restated Limited Liability Company Agreement of General ▇▇▇▇▇ Cereals, LLC, dated as of May 24, 2002 (the “Amended and Restated LLC Agreement”).
At any time there are Class A Limited Membership Interests outstanding, the Company shall ensure, and the Managing Member shall use reasonable best efforts to ensure, that the organizational documents of each Subsidiary of the Company contain separateness provisions substantially similar to those in this Section 5.4(c) and the Company shall cause each such Subsidiary to observe such separateness covenants.
The Class B Limited Members agree to treat the Transfer of the Class A Limited Membership Interests to the Managing Member pursuant to this Section 11.9 as a purchase and sale under Code Section 741 and not as a retirement under Code Section 736.
Notwithstanding the date of such Transfer, all distributions shall be made to the holder of record as of the relevant date as set forth in Section 4.1. The Company shall recognize a Permitted Transfer of Series B-1 Limited Membership Interests, as of the date of such Permitted Transfer, when it receives the Purchaser’s Letter with respect to such Permitted Transfer.
Upon consummation of the Class A Purchase Option, the Managing Member shall be admitted as a Class A Limited Member with respect to the Class A Limited Membership Interests purchased pursuant to the Class A Purchase Option, and the Class A Limited Members from whom such Class A Limited Membership Interests were purchased shall be deemed withdrawn with respect to such Class A Limited Membership Interests.