Majority Preferred Members definition
Examples of Majority Preferred Members in a sentence
Such number of Managers constituting the whole Board of Managers may not be increased or decreased without the consent of the Majority Preferred Members; provided, however, that it is understood that there may be one or more vacancies on the Board of Managers from time to time and that the actual number of Managers serving on the Board of Managers from time to time may be less than seven (7).
In the event that the Company is required to effect an initial public offering pursuant to, and in accordance with, the provisions of Section 2.1 of the Investors’ Rights Agreement, the Board of Managers, the Majority Preferred Members and all other Members shall cause the Company to convert from a Delaware limited liability company to a Delaware corporation pursuant to, and in accordance with, the foregoing provisions of this Section 4.12 prior to the closing of such initial public offering.
With respect to the Company’s initial public offering, if any, to the extent that such initial public offering has been approved by the Board of Managers and the Majority Preferred Members, the Company shall be converted from a Delaware limited liability company to a Delaware corporation (the “Corporation”) and, in connection with such conversion, each outstanding Unit shall be converted into one share of common stock of the Corporation.
Such automatic conversion shall become effective immediately upon the making of such election by the Majority Preferred Members unless such election shall specify a different effective date and time for such automatic conversion, in which case such automatic conversion shall become effective on the effective date and time specified in such election by the Majority Preferred Members.
Whenever this Agreement provides that the Preferred Members and/or the Majority Preferred Members shall be permitted or required to vote on, approve or consent to any action, matter or proposal, such vote, approval or consent shall be solicited, and given, either (1) at a meeting of members of the Company in which all Preferred Members present and entitled to vote shall vote separately from the Common Members or (2) by written consent pursuant to Section 5.11(c).
If, at any time following March 26, 2021, an IPO Corporation has not consummated an IPO, then the Majority Preferred Members may seek to cause the Company or an IPO Corporation to effect an initial public offering in respect of the Company under the Securities Act by delivering written notice to the Board (such notice, the “IPO Initiation Notice”).
Notwithstanding the foregoing, the Majority Preferred Members delivering any IPO Initiation Notice may withdraw such IPO Initiation Notice at any time by delivering, in their sole discretion, a subsequent written notice to the Board.
Notwithstanding anything to the contrary in Section 11.4, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the LLC shall not have received, within five Business Days of the date notice of such alternate rate of interest is provided to the Preferred Members, a written notice from the Majority Preferred Members stating that such Majority Preferred Members object to such amendment.
Notwithstanding the foregoing, the Majority Preferred Members delivering any Platform Company Sale Initiation Notice may withdraw such Platform Company Sale Initiation Notice at any time by delivering, in their sole discretion, a subsequent written notice to the Board.