Prior LLC Agreement definition

Prior LLC Agreement has the meaning set forth in the recitals.

Prior LLC Agreement has the meaning set forth in the recitals to this Agreement. “Pro rata”, “pro rata portion”, “according to their interests”, “ratably”, “proportionately”, “proportional”, “in proportion to”, “based on the number of Units held”, “based upon the percentage of Units held”, “based upon the number of Units outstanding” and other terms with similar meanings, when used in the context of a number of Units of the Company relative to other Units, means as amongst an individual class of Units, pro rata based upon the number of such Units within such class of Units.

Prior LLC Agreement is defined in the preamble.

Examples of Prior LLC Agreement in a sentence

• The Members hereby execute this Agreement for the purpose of amending, restating and superseding the Prior LLC Agreement in its entirety and otherwise establishing the affairs of the Company and the conduct of its business in accordance with the provisions of the Delaware Act.

• This Agreement, those documents expressly referred to herein, any indemnity agreements entered into in connection with the Prior LLC Agreement with any member of the board of directors at that time and other documents of even date herewith embody the complete agreement and understanding among the parties and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.

• For the avoidance of doubt, the Prior LLC Agreement is superseded by this Agreement as of the Effective Date and shall be of no further force and effect thereafter.

• The Members hereby approve each of the contracts or agreements between or among the Managers, the Company and their respective Affiliates entered into on or prior to the date of this Agreement in accordance with the Prior LLC Agreement or that the Board of Managers or the Corporate Board has approved in connection with the Recapitalization or the Business Combination as of the date of this Agreement.

• Awards under the Plan shall be made to such members of the Board and any Subsidiary Governing Body (as defined in the Prior LLC Agreement), and employees and prospective employees of the Company and/or its subsidiaries, as the Committee selects in its sole discretion.

More Definitions of Prior LLC Agreement

Prior LLC Agreement means that certain Amended and Restated Limited Liability Company Agreement of the Company effective as of July 19, 2013.

Prior LLC Agreement has the meaning set forth in the second recital to this Agreement.

Prior LLC Agreement means the Fifth Amended and Restated Limited Liability Company Agreement of the Company, dated as of July 17, 2009.

Prior LLC Agreement means the Limited Liability Company Agreement of National Beef Packing Company, LLC dated as of August 6, 2003, as amended through the Effective Date.

Prior LLC Agreement means that certain Second Amended and Restated Limited Liability Company Agreement, effective February 28, 2020, among the Company and each Member listed on Schedule I attached thereto and such additional Persons who became Members of the Company from time to time in accordance with the terms thereof.

Prior LLC Agreement means the First Amended and Restated Limited Liability Company Agreement of the Company, dated as of October 1, 2010. (j) “Sale Transaction” shall mean the bona fide sale, lease, Transfer, issuance or other disposition, in one transaction or a series of related transactions, of (x) all or substantially all of the consolidated assets of the Company and its Subsidiaries or (y) at least a majority of the then-issued and outstanding Common Units to (in either case) any Person or group of related Persons (other than a Member or an Affiliate of a Member or the Company or an Affiliate of the Company), whether directly or indirectly or by way of any merger, statutory share exchange, sale or issuance of equity, tender offer, consolidation or other business combination transaction or purchase of beneficial ownership, provided, however, that a Sale Transaction shall not include a dividend or other distribution of cash or other assets of the Company to the Members (or any of the Members) made with the proceeds of borrowed money, regardless of whether the borrowing incurred to finance such dividend or distribution was incurred prior to or after such dividend or distribution. (k) “Section 409A” shall mean Section 409A of the Code. Section 3.

Prior LLC Agreement means the First Amended and Restated Limited Liability Company Agreement of the Company, dated as of October 1, 2010.