Limited Liability Company Agreement
a _________(state) limited liability company
effective as of _________(m,d,y)
the interests described and represented by this limited liability company agreement have not been registered under the securities act of 1933 (the 'act' or any applicable state securities laws ('state acts') and are restricted securities as that term is defined in rule 144 under the act. the securities may not be offered for sale, sold, or otherwise transferred except pursuant to an effective registration statement or qualification under the act and applicable state acts or pursuant to an exemption from registration under the act and applicable state acts, the availability of which is to be established to the satisfaction of the company.
table of contents
article 1. definitions
1.1 accretion amount
1.2 act
1.3 affiliate
1.4 agreement
1.5 business.
1.6 business plan
1.7 capital account
1.8 capital contribution.
1.9 certificate of formation or certificate
1.10 change of control
1.11 code.
1.12 common unit
1.13 company
1.14 company property.
1.15 confidential information.
1.16 deficit capital account
1.17 depreciation.
1.18 distributable cash.
1.19 distribution.
1.20 economic interest
1.21 economic interest owner
1.22 entity.
1.23 equity owner.
1.24 fiscal year
1.25 gross asset value
1.26 holders
1.27 ipo
1.28 intellectual property rights.
1.29 license agreement
1.30 majority interest
1.31 manager
1.32 member.
1.33 membership interest
1.34 fff.
1.35 fff options.
1.36 fff dilutive units
1.37 nii
1.38 nii sale.
1.39 noncompetitive activity
1.40 hhh partners domestic.
1.41 hhh partners overseas.
1.42 hhh partners
1.43 ownership interest.
1.44 preferred sale fee.
1.45 proportionately dilutive units.
1.46 put period.
1.47 put right
1.48 person.
1.49 preferredtocommon conversion option
1.50 preferred units
1.51 profits and losses.
1.52 proportionately
1.53 redemption price.
1.54 regulations
1.55 reorganization.
1.56 reserves.
1.57 sale or sell.
1.58 secretary of state.
1.59 selling equity owner.
1.60 sharing ratio
1.61 state
1.62 successor corporation
1.63 twothirds interest
1.64 unrecovered losses.
1.65 voting interest
article 2. formation of company
2.1 formation
2.2 name.
2.3 principal place of business