Examples of Preferred Interest Member in a sentence
All decisions, approvals and other actions of any Member, other than the Operating Member acting in such capacity pursuant to Article 7 or the Preferred Interest Member acting pursuant to Section 5.8, under this Agreement shall be determined by vote of its Representative on the Management Committee.
A Manager need not be a Preferred Interest Member, an individual, a resident of the state of California or a citizen of the United States.
Notwithstanding any provision in this Agreement to the contrary, for so long as any portion of the WFSG Sub Note remains outstanding, the Preferred Interest Member shall have the right to cause the Company to enforce any of the Company’s rights and remedies with respect to the WFSG Sub Note (including pursuant to any guaranty thereof), whether provided for in the WFSG Sub Note, any such guaranty or pursuant to applicable Law.
Notwithstanding any other provision to the contrary in this Agreement, any items of income, gain, loss or expense or Unrealized Gain or Unrealized Loss related to (i) the WFSG Sub Note shall be allocated solely to the Preferred Interest Member, and (ii) Retained Member Proceeds shall be allocated to the Member with respect to which the Retained Member Proceeds are retained, but shall not be treated as items of the Company for tax or Capital Account purposes.
The business and affairs of the Company shall be managed under the direction of the Members acting through the Management Committee, subject to (a) the delegation of powers and duties to the Operating Member pursuant to Article 7 and to officers of the Company and other Persons as provided for by resolution of the Management Committee and (b) the special rights of the Preferred Interest Member set forth in Section 5.8.
The amount of any such distribution returned to the Company by the Preferred Interest Member or paid by the Preferred Interest Member for the account of the Company or to a creditor of the Company shall be added to the account or accounts from which it was subtracted when it was distributed to the Preferred Interest Member.
For purposes of maintaining the Capital Accounts, any such Mandatory Note Prepayment shall be treated as though the proceeds received by the Company as a result of such Mandatory Note Prepayment were distributed to the Preferred Interest Member in respect of its Preferred Distribution Rights and then contributed by such Preferred Interest Member to the Company as a Capital Contribution.
Notwithstanding any provision in this Agreement to the contrary, the Preferred Distribution Rights and any other rights expressly designated in this Agreement as being rights of the Preferred Interest Member shall not be Transferred by the Preferred Interest Member.
The Preferred Interest Member shall elect to cause a Mandatory Note Prepayment by providing written notice to the Company and WFSG Sub (a “Mandatory Prepayment Notice”), no later than two Business Days following such call for the Members to make a Capital Contribution, specifying the amount of such Mandatory Note Prepayment to be made from the Available Portion of the WFSG Sub Note.
The Schedule to the Existing Agreement entitled, SCHEDULE A – MEMBERS shall be deleted in its entirety and replaced by SCHEDULE A – MEMBERS, attached hereto, which sets forth the final Percentage Interest of the Common Interest Members and Series A Preferred Interest Member as of 11:59 p.m. Eastern time on January 1, 2019.