Interests in the Company. 23 5.01 Percentage Interest.............................................................................. 23 5.02 Return of Capital................................................................................. 23 5.03 Ownership........................................................................................... 23 5.04 Waiver of Partition; Nature of Interests in the Company.................... 23
Interests in the Company. Unless the context otherwise clearly indicates, a Member's "interest" in the Company shall mean and include its share of the capital of the Company, its share of the Profits and Losses (including its share of Gain or Loss on Disposition) and other tax items of the Company, its share of the distributions of the Company, its Capital Account, and its other rights and obligations, all as determined under this Agreement.
Interests in the Company. In exchange for the Capital Contributions to be made by the Members under Section 4.1, OASIS and EOI shall receive the Interests described in this Agreement.
Interests in the Company. 7 5.01. Percentage Interests................................................ 7 5.02. Ownership........................................................... 7 5.03. Waiver of Partition and Bankruptcy Filing........................... 7
Interests in the Company. The ESOP has no interest, other than as a shareholder of the Company, (a) in any property, real or personal, tangible or intangible, used in the business of the Company and its Subsidiary, or (b) in any material agreement, contract, binding arrangement or obligation relating to the Company and its Subsidiary or their present operations. Except for transactions contemplated by the ESOP plan documents or the Trust Agreement, there are no agreements between the Company or its Subsidiary, on the one hand, and the ESOP or any Affiliates thereof, on the other hand.
Interests in the Company. Interests. Subject to the limitations contained in Section 5.8 relating to the number of permitted Holders, the limited liability company interests in the Company shall consist of an unlimited number of non-transferable Interests which shall be denominated in dollars corresponding to the value of such Interests determined by reference to the corresponding Book Capital Accounts. All Interests shall be validly issued, fully paid and nonassessable when issued for such consideration as the Directors shall determine. The Directors may permit the purchase of Interests (for cash or other consideration acceptable to the Directors, subject to the requirements of the 1940 Act) but only if the purchaser is an Institutional Invexxxx. Xubject to applicable law, the provisions hereof and such restrictions as may be adopted by the Directors, a Holder may increase its Interest by contributions or decrease its Interest by withdrawals without limitation. Any Person to whom Interests are issued after the date hereof shall be admitted to the Company as a Holder when it acquires an Interest and it is reflected on the register of Holders. Pursuant to Section 18-215 of the Act, the Directors shall have authority, from time to time, to establish Interests of a Series, each of which shall be separate and distinct from the Interests in any other Series. The Series shall include, without limitation, those Series specifically established and designated in Section 5.2 hereof, and such other Series as the Directors may deem necessary or desirable. The Directors shall have exclusive power without the requirement of Holder approval to establish and designate such separate and distinct Series, and, subject to the provisions of this Agreement and the 1940 Act, to fix and determine the rights of Holders of Interests in such Series, including with respect to the price, terms and manner of purchase and redemption, dividends and other distributions, rights on liquidation, sinking or purchase fund provisions, conversion rights and conditions under which the Holders of the several Series shall have separate voting rights or no voting rights.
Interests in the Company. 11 Section 5.1 Interests....................................................................................11 Section 5.2 Establishment and Designation of Series......................................................12
Interests in the Company. Immediately prior to the acquisition of Capital Stock pursuant to this Agreement, the Investor does not beneficially own (as such term is used in Section 13(d) of the Exchange Act and the rules thereunder), directly or indirectly, any Capital Stock of the Company.
Interests in the Company. (a) Seller is the sole beneficial and record owner of the Interests, which constitute 100 percent of the limited liability company interests of the Company. Except for the Interests, there are no other equity securities of the Company issued, reserved for issuance or outstanding. The Interests are duly authorized and validly issued and not subject to, nor were they issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Delaware Limited Liability Company Act, the Company’s Governing Documents or any Contract to which the Company is a party or by which the Company or its assets are bound. There are no outstanding commitments, convertible securities, options or Contracts to which the Company is a party or that obligates the Company to (i) issue or sell or cause to be issued or sold any equity securities of the Company or any other securities convertible into, or exchangeable or exercisable for, any equity securities of the Company, or (ii) purchase or otherwise acquire any equity securities of the Company. There are no equity appreciation, phantom equity or other similar rights with respect to the Company’s equity securities.
Interests in the Company. 2.01 Capital Contributions. Each Member shall have Contribution Percentages as set forth in such Exhibit A, which Contribution Percentages shall be adjusted in Exhibit A from time to time to properly reflect the admission of new Members (if any) or any other event having an effect on a Member’s Contribution Percentage. No Member shall be required to make any additional Capital Contribution to the Company.
