EX-3.227 226 dex3227.htm ARTICLES OF ORGANIZATION OF HHLV MANAGEMENT COMPANY, LLC, AS AMENDED Articles of Organization of HHLV Management Company, LLC, as amended

Exhibit 3.227

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EXHIBIT A

 

2. Transfer of Interest in the Company. Notwithstanding anything to the contrary expressed or implied in the Articles of Organization of the Company, the sale, assignment, transfer, pledge or other disposition of any interest in the Company is ineffective unless approved in advance by the Nevada Gaming Commission (the “Commission”). If at any time the Commission finds that a member which owns any such interest is unsuitable to hold that interest, the Commission shall immediately notify the Company of that fact The Company shall, within ten (10) days from the date that it receives the notice from the Commission, return to the unsuitable member the amount of his or her capital account as reflected on the books of the Company. Beginning on the date when the Commission serves notice of a determination of unsuitability, pursuant to the preceding sentence, upon the Company, it is unlawful for the unsuitable member: (a) to receive any share of the distribution of profits or cash or any other property of, or payments upon dissolution of, the Company, other than a return of capital as required above; (b) to exercise directly or through a trustee or nominee, any voting right conferred by such interest; (c) to participate in the management of the business and affairs of the Company, or (d) to receive any remuneration in any form from the Company, for services rendered or otherwise.

 

3. Determination of Unsuitability. Any member that is found unsuitable by the Commission shall return all evidence of any ownership in the Company to the Company. At that time the Company shall, within ten (10) days from the date that the Company receives notice from the Commission, return to the member in cash or cash equivalents, the amount of his or her capital account as reflected on the books of the Company, and the unsuitable member shall no longer have any direct or indirect interest in the Company.

 

4. Redemption of Interest. Notwithstanding the foregoing, to the extent permitted by applicable law of a member has been found by the Commission to be unsuitable, the Company shall have the right to redeem such member’s interest in the Company as provided in the Company’s operating agreement.