![]() ![]() The principal executive offices and place of business of the Company shall be at such placeĪs the Board of Directors (the Board) shall establish, and the Board may from time to time change the location of the principal executive office of the Company to any other place within or without the State of Delaware.ġ.5 Authorized Person. (b) The Company shall have and may exerciseĪll the powers and privileges to the fullest extent permitted by law as are necessary, appropriate, advisable, desirable or incidental to the conduct, promotion or attainment of the purpose of the Company.ġ.4 Company Place of Business. (iii) do such other things and acts in furtherance of and consistent with such purpose and such other acts as may beĬonducted by a limited liability company formed under the LLC Act. (ii) promote, support and carry out the commercialization of technology related to the production of cellulosic fuel and (i) develop and operate an integrated facility within the State of Michigan that includes a commercial scale cellulosicįuel production facility, and may also include a lumber milling facility and a biomass power facility (collectively, the Project) The initial address of the Companys registered office and agent for service of process in Delaware shall be the office and the agent designated on the Renewable Resources, LLC, until such time as the Members shall unanimously agree otherwise. The Members hereby agree that the name of the Company shall be Frontier That the rights, duties and liabilities of the Members, Directors (as defined herein) and Officers (as defined below) shall be as provided in the LLC Act, except as otherwise provided herein.ġ.2 Company Name Registered Office. The parties intend that the Company will be taxable as a partnership for United States federal income tax purposes. Under and pursuant to the provisions of the LLC Act and upon the terms and conditions set forth in this Agreement. The Members, by execution of this Agreement, hereby agree to form the Company as a limited liability company Hereby, the Company and the Members agree as follows:ġ.1 Formation. NOW, THEREFORE, in consideration of the mutual promises herein contained and intending to be legally bound Member agrees to make certain contributions in cash, in kind, or in services to the Company which contributions may be credited to the Members Capital Account in accordance with the terms of this Agreement. Members (or Affiliates thereof) (the Collaboration Agreement) and WHEREAS, on the date hereof, the parties have entered into a certain Collaboration Agreement between the Company and the Understandings with respect to the ongoing operations of the Company and their respective rights and obligations WHEREAS, the Members desire to set forth their WHEREAS, the Members have formed the Company as a limited liability company under and pursuant to provisions of the Delaware Limited Liability Company Act, as amended (the LLCĪct), by the filing of a Certificate of Formation (the Certificate) in the office of the Secretary of State of the State of Delaware (with the date of such filing of the Certificate with the State of Delaware Mascoma and Longyear are also hereinafter sometimes individually referred to as the Member or collectively as the Members. LONGYEAR, L.L.C., a Michigan limited liability company being organized hereby under the laws of the State of Michigan Organized and existing under the laws of the State of Delaware ( Mascoma) and J.M. OPERATING AGREEMENT (the Agreement), dated as of December 15, 2008, is entered into by and among FRONTIER RENEWABLE RESOURCES, LLC (the Company) MASCOMA CORPORATION, a corporation LIMITED LIABILITY COMPANY OPERATING AGREEMENT Limited Liability Company Operating Agreement
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