This document amends and restates an existing limited liability company agreement between members and managers of Solar, LLC. It summarizes that Solar, LLC was originally formed in 2005, and the parties now desire to amend the management and their rights regarding the company. This restated agreement governs over any conflicts with the company's certificate of formation.
This document amends and restates an existing limited liability company agreement between members and managers of Solar, LLC. It summarizes that Solar, LLC was originally formed in 2005, and the parties now desire to amend the management and their rights regarding the company. This restated agreement governs over any conflicts with the company's certificate of formation.
This document amends and restates an existing limited liability company agreement between members and managers of Solar, LLC. It summarizes that Solar, LLC was originally formed in 2005, and the parties now desire to amend the management and their rights regarding the company. This restated agreement governs over any conflicts with the company's certificate of formation.
This document amends and restates an existing limited liability company agreement between members and managers of Solar, LLC. It summarizes that Solar, LLC was originally formed in 2005, and the parties now desire to amend the management and their rights regarding the company. This restated agreement governs over any conflicts with the company's certificate of formation.
LIMITED LIABILITY COMPANY AGREEMENT, effective as of May 13, 2020 is by and between each of the Persons who are and shall become Managers and Members in accordance with the terms hereof, and SOLAR, LLC, a Delaware limited liability company. This Agreement amends and restates the Company’s Second Amended and Restated Limited Liability Company Agreement dated January 1, 2009 (the “Original LLC Agreement”).
BACKGROUND STATEMENT
The Company was formed on January 24,
2005 by the filing of its certificate of formation with the Delaware Secretary of State.
The parties desire to amend and restate the
Original LLC Agreement with this Agreement regarding the management of the Company and their respective rights and obligations related to the Company.
STATEMENT OF AGREEMENT
NOW, THEREFORE, in consideration of the
mutual covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree to amend and restate the Original LLC Agreement as follows:
ARTICLE I
ORGANIZATIONAL MATTERS
1.1 Defined Terms. Capitalized terms not
otherwise defined in the text hereof shall have the meanings given to them in ARTICLE X.
1.2 Approval of this Agreement and
Transactions. By executing and delivering this Agreement, each Member and Défi, LLC, an Ohio limited liability company (“Ohio Défi”), as the sole Manager of the Company immediately prior to the execution and delivery of this Agreement and the sole Manager hereunder, hereby (a) approves the amendment and restatement of the Original LLC Agreement as evidenced by this Agreement; and (b) authorizes and approves the Company’s execution and delivery of this Agreement and its consummation of the transactions contemplated herein.
1.3 Conflict with the Certificate of
Formation. If this Agreement conflicts with the Company’s certificate of formation, this Agreement shall govern and control to the extent permitted by law.