1.55 reorganization. reorganization shall mean the conversion of the company to a corporation, an ipo or the sale of all ownership interests in the company.
1.56 reserves. reserves shall mean, with respect to any fiscal period, funds set aside or amounts allocated during such period to reserves which shall be maintained in amounts deemed sufficient by the manager for working capital and for payment of taxes, insurance, debt service or other costs or expenses incident to the ownership or operation of the company's business.
1.57 sale or sell. a sale, assignment, exchange or other transfer (whether or not such transfer is for consideration and, in the case of transfers of preferred units or common units, whether or not such transfer is a direct or indirect transfer of such units). a sale shall include a direct pledge, hypothecation or grant of a security interest.
1.58 secretary of state. the secretary of state of the state.
1.59 selling equity owner. any equity owner which sells all or any portion of its ownership interest.
1.60 sharing ratio. sharing ratio shall be as shown on exhibit 1.
1.61 state. state shall mean the state of _________(state).
1.62 successor corporation. successor corporation is defined in section 11.5.
1.63 twothirds interest. two thirds interest shall mean one or more voting interests of members which when taken together exceed 66.67% of the aggregate of all voting interests at the time of the determination thereof.
1.64 unrecovered losses. unrecovered losses shall have the meaning set forth in section 9.1.
1.65 voting interest. the voting interest of a member shall be determined by dividing the number of common units owned by a member by the total number of common units held by all members. as of the date of this agreement, the voting interests are as shown on exhibit 1.
article 2.
formation of company
2.1 formation. on _________(m,d,y), the company was formed pursuant to the act by the execution and delivery of a certificate of formation to the secretary of state in accordance with and pursuant to the act. the company and the members hereby forever discharge the organizer, and the organizer shall be indemnified by the company and the member from and against, any expense or liability actually incurred by the organizer by reason of having been the organizer of the company.
2.2 name. the name of the company is aaa, llc.
2.3 principal place of business. the principal place of business of the company shall be 84 inverness circle east, englewood, _________(state) 80112. the company may locate its places of business and registered office at any other place or places as the manager may from time to time deem advisable.