The Managing. Member shall call for payment of each Capital Investment Member's Capital Commitment only as needed to fund the Company's prospective Investments in Portfolio Companies and for no other purpose. All such calls shall be made in writing to all Capital Investment Members pro rata in proportion to their respective Capital Commitments and shall be made by separate notices (unless waived) ("Call Notices") containing the information set forth in Section 2.2(b). The Managing Member shall use its best efforts to deliver Call Notices (unless waived) to the Capital Investment Members by telex, telecopier, cable or overnight courier not less than thirty (30) days in advance of the date on which the installment payable in response to such notice is due (the "Due Date"), and shall deliver such notice (unless waived) in no event less than ten (10) Business Days before the Due Date. All Capital Contributions shall be paid on or before their Due Date. No Capital Commitment may be called after expiration of the Commitment Period. Any Due Date in respect of which a Call Notice has been delivered may be postponed by the Managing Member one or more times for an aggregate of up to sixty (60) calendar days following the originally scheduled Due Date; provided that if the sixtieth day after such originally scheduled Due Date shall not be a Business Day, then such Due Date may be postponed until the next succeeding Business Day. The Managing Member shall give prompt notice (unless waived) to each Capital Investment Member, by telex, facsimile, telecopier, cable or overnight courier, of any such postponement, whereupon such rescheduled Due Date shall be the Due Date for purposes hereof. To the extent that the information contained in the original Call Notice has materially changed, such notice of postponement shall set forth such changes. All payments of the Capital Investment Members hereunder shall be made to the Company by transfer by wire or otherwise of federal funds or other immediately available funds (or by such other means as the Managing Member may designate or approve) by 11:00 a.m. Eastern time on the relevant Due Date to an account of the Company designated by the Managing Member for such purpose. So far as practicable, Capital Contributions shall be invested by the Managing Member in Temporary Investments pending the purchase of Portfolio Securities. Any amounts paid by a Capital Investment Member pursuant to a Call Notice for an Investment in Portfolio Securities tha...
The Managing. Member has full power and authority to enter into and perform its obligations under this Agreement.
The Managing. Member will cause the Company to give Notice to each Member at the time any Astrolink Option Right arises stating (i) the nature of the Astrolink Option Right available to the Company, (ii) the amount of cash that the Company would require to exercise the particular Astrolink Option Right (the "Exercise Amount") and (iii) the date on which the Company is required to exercise the particular Astrolink Option Right in accordance with the terms of the Astrolink Operating Agreement (the "Exercise Date"). Each of the LMC Member and the LSAT Member will have the authority to direct the Company to exercise any Astrolink Option Right according to the procedures set forth in this 3.2(b). If either the LMC Member or the LSAT Member desires to direct the Company to exercise any Astrolink Option Right, it will give Notice to the Company and the other Member (an "Exercise Notice") at least ten Business Days prior to the Exercise Date. Each of the LMC Member and the LSAT Member will have the right, but not the obligation, to make an Additional Contribution equal to its pro rata share (based on the Members' respective percentage Ownership Interests on the date of the Exercise Notice) of the Exercise Amount. To the extent that either the LMC Member or the LSAT Member fails to contribute its pro rata share of the Exercise Amount to the Company within two Business Days prior to the Exercise Date, the non-contributing Member's right to make such Additional Contribution shall terminate, the Company shall immediately give Notice to the other Member of the amount that such non-contributing Member failed to contribute, and the other Member may (in addition to contributing its pro rata share of the Exercise Amount) either make a loan to the Company or make an Additional Contribution, in each case in an amount equal to the amount that the non-contributing Member failed to contribute. If such contributing Member elects to make a loan to the Company, such loan shall be evidenced by the issuance of an unsecured promissory note in the form of EXHIBIT C.
Examples of The Managing in a sentence
The Managing Member or its designee shall be the liquidator to wind up the affairs of the Company.
The Managing Member or any Designated Officer shall execute, deliver and file, or cause the execution, delivery and filing of, any certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in any jurisdiction in which the Company may wish to conduct business.
The Managing Member or any Designated Officer, as an authorized person, within the meaning of the Act, shall execute, deliver and file, or cause the execution, delivery and filing of, all certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed with the Secretary of State of the State of Delaware.
The Managing Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by a managing member under the laws of the State of Delaware.
The Managing Member and each officer of the Company with a title of Chief Executive Officer, Chief Financial Officer, General Counsel, President, Executive Vice President, Senior Vice President, Vice President, Secretary, Treasurer, Assistant Secretary or Assistant Treasurer (each a “Designated Officer”) is a designated “authorized person” within the meaning of the Act.
More Definitions of The Managing
The Managing. Members shall act by means of and through a committee of Persons appointed in writing pursuant to Section 5.2(d) hereof ("Major Decision Committee").
The Managing. Member shall determine in good faith the amount, terms and conditions of such additional Capital Contributions. In addition, the Managing Member shall be solely responsible for making additional Capital Contributions to the Company in amounts sufficient to (i) fund all necessary capital additions, tenant improvements and leasing commissions relating to the Real Properties, except for the Unidentified and Unpaid Tenant Improvement Costs (as such term is defined in the Contribution Agreement) which are required to be funded by a Non-Managing Member pursuant to the Contribution Agreement; (ii) repay any mortgage Debt which encumbers any of the Properties as of the date of this Agreement and which the Managing Member elects to cause the Company to repay as permitted under this Agreement; and (iii) fund the Company's obligations under the Development Agreement, as further described in Section 2.3(a) of the Contribution Agreement. With respect to the Capital Contributions described in item (iii) above, the Managing Member shall receive that number of additional Managing Member Units as specified in the Contribution Agreement at the time specified in the Contribution Agreement. With respect to all Capital Contributions other than those described in item (iii) above, the Managing Member shall receive that number of additional Managing Member Units in consideration for additional Capital Contributions made by the Managing Member equal to the initial Gross Asset Value of the additional capital contribution (or, in the event of a contribution of cash, the amount of cash so contributed) divided by the Value as of the date of such contribution.
The Managing. Member shall decide any questions arising with respect to the Company or to this Agreement that are not specifically provided for in this Agreement.
The Managing. Member shall cause any amounts payable to the Reckson Members after the Closing to be paid over by the Property Owner to the Reckson Members promptly after receipt.
The Managing. Member shall promptly designate a replacement registered agent or file a notice of change of address as the case may be. If the Managing Member shall fail to so designate a replacement registered agent or change of address of the registered office, any Member may designate a replacement registered agent or file a notice of change of address.
The Managing. Member shall have the sole right to manage the business of the Company and shall have all powers and rights necessary, appropriate or advisable to effectuate and carry out the purposes and business of the Company, including the appointment of officers of the Company and the delegation thereto of such duties as the Managing Member deems necessary, appropriate or advisable. The Managing Member shall constitute and shall have all of the rights of a “manager” of the Company as such term is defined in Section 18-101 of the Delaware Act. No other Member, by reason of its status as such, shall have any authority to act for or bind the Company or otherwise take part in the management of the Company, but shall have only the right to vote on or approve the matters specifically provided herein or required in the Delaware Act to be voted on or approved or determined by the Members.
The Managing. Member shall promptly notify the Members of the dissolution of the LLC.