Additional Membership Interests to be issued to Xxxxxx pursuant to Xxxxxx Employment Agreement Sample Clauses

Additional Membership Interests to be issued to Xxxxxx pursuant to Xxxxxx Employment Agreement. (a) In addition to the 10% Membership Interest being issued to Xxxxxx in exchange for the Capital Contributions being made by Xxxxxx to the Company pursuant to Section 8.1 hereof, Xxxxxx shall also be issued, effective January 1, 2007 but subject to the vesting and other conditions and requirements set forth in, and prescribed by, the Xxxxxx Employment Agreement an additional four percent (4%) Membership Interest in the Company (the “Four Percent Interest”), including that (i) any Net Cash Flow or other amounts that would otherwise be distributable to Xxxxxx in respect of such Four Percent Interest pursuant to Section 9.7, 14.3 or elsewhere hereunder (other than Tax Distributions otherwise distributable to Xxxxxx in respect of such Four Percent Interest pursuant to Section 9.7(c)) (“Withheld Xxxxxx Distributions”) shall not be distributed to Xxxxxx earlier than December 31, 2007 (notwithstanding anything in Section 9.7 or elsewhere in this Agreement to the contrary); (ii) in the event that the Xxxxxx Employment Agreement shall have been terminated by either Xxxxxx or the Company prior to December 31, 2007, then the Four Percent Interest (including, without limitation, any and all realized and unrealized gains, profits, income, and any Capital Account balance, together with any and all Withheld Xxxxxx Distributions, associated therewith) shall be forever forfeited by Xxxxxx (and for no consideration), with the Xxxx-Xxxx Member and NKFFM each being transferred one-half (1/2) of such Four Percent Interest; and (iii) until such time (if at all) that the Four Percent Interest shall become fully vested with Xxxxxx pursuant to and in accordance with the conditions of the Xxxxxx Employment Agreement, each of the Xxxx-Xxxx Member and NKFFM shall be treated as owning and controlling one-half (1/2) of the Four Percent Interest and the associated 4% Sharing Ratio (and no portion of such Four Percent Interest, or the associated 4% Sharing Ratio shall be treated as being owned or controlled by Xxxxxx) for purposes of any Majority, Supermajority or other vote or consent required or permitted to be given, made or withheld for any action or decision of the Company or any Company Subsidiary hereunder; however, such Four Percent Interest (and the associated 4 percent Sharing Ratio) shall be treated as being owned by Xxxxxx for purposes of the allocation provisions of Sections 9.1 through 9.6 and for purposes of Section 9.7(c). In addition, and provided that Xxxxxx shall have...
Sample 1Sample 2
AutoNDA by SimpleDocs

Related to Additional Membership Interests to be issued to Xxxxxx pursuant to Xxxxxx Employment Agreement

  • Adjustment of Number of Optioned Shares and Related Matters The number of shares of Common Stock covered by the Stock Option, and the Option Prices thereof, shall be subject to adjustment in accordance with Articles 11 - 13 of the Plan.

  • Revocation Effect and Solicitation of Consents Special Record Dates Etc 60 Section 9.05. Notations and Exchanges. 61 Section 9.06. Trustee to Execute Supplemental Indentures. 61 Article 10. Satisfaction and Discharge 61 Section 10.01. Termination of Company’s Obligations. 61 Section 10.02. Repayment to Company. 62 Section 10.03. Reinstatement. 62 Article 11. Collateral Agency 63 Section 11.01. Collateral Agent. 63 Section 11.02. Application Proceeds of any Collateral. 63 Section 11.03. Limitation on the Duty of Collateral Agent in Respect of Collateral. 63 Article 12. Collateral And Security 65 Section 12.01. General. 65 Section 12.02. Security Documents. 65 Section 12.03. [Reserved]. 66 Section 12.04. Possession, Use and Release of Collateral. 66 Section 12.05. Suits to Protect Collateral. 67 Section 12.06. Powers Exercisable by Receiver, Trustee or Collateral Agent. 67 Section 12.07. Determinations Relating to Collateral. 67 Section 12.08. [Reserved]. 68 Section 12.09. [Reserved]. 68 Section 12.10. Purchaser Protected. 68 Article 13. Trustee 68 Section 13.01. Duties of Trustee. 68 Section 13.02. Rights of Trustee. 69 Section 13.03. Individual Rights of Trustee. 71 Section 13.04. Trustee’s Disclaimer. 71 Section 13.05. [Reserved]. 71 Section 13.06. [Reserved]. 71 Section 13.07. Compensation and Indemnity. 71 Section 13.08. Replacement of Trustee. 72 Section 13.09. Successor Trustee by Xxxxxx, Etc. 73 Section 13.10. [Reserved]. 73 Section 13.11. [Reserved]. 74 ||| Article 14. Miscellaneous 74 Section 14.01. Notices. 74 Section 14.02. Delivery of Officer’s Certificate and Opinion of Counsel as to Conditions Precedent. 75 Section 14.03. Statements Required in Officer’s Certificate and Opinion of Counsel. 76 Section 14.04. Rules by the Trustee, the Registrar and the Paying Agent. 76

  • Number of Units and Designation A class of Partnership Preferred Units is hereby designated as “Class One Partnership Preferred Units,” and the number of Partnership Preferred Units constituting such class shall be Ninety Thousand (90,000).

  • CDSCs Related to the Redemption of Non-Omnibus Commission Shares CDSCs in respect of the redemption of Non-Omnibus Commission Shares shall be allocated to the Distributor or a Successor Distributor depending upon whether the related redeemed Commission Share is attributable to the Distributor or such Successor Distributor, as the case may be, in accordance with Part I above.

  • Transfer of Beneficial Interests to Another Restricted Global Note A beneficial interest in any Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies with the requirements of Section 2.06(b)(2) above and the Registrar receives the following:

  • Redemption of Partnership Interests of Non-citizen Assignees (a) If at any time a Limited Partner or Assignee fails to furnish a Citizenship Certification or other information requested within the 30-day period specified in Section 4.9(a), or if upon receipt of such Citizenship Certification or other information the General Partner determines, with the advice of counsel, that a Limited Partner or Assignee is not an Eligible Citizen, the Partnership may, unless the Limited Partner or Assignee establishes to the satisfaction of the General Partner that such Limited Partner or Assignee is an Eligible Citizen or has transferred his Partnership Interests to a Person who is an Eligible Citizen and who furnishes a Citizenship Certification to the General Partner prior to the date fixed for redemption as provided below, redeem the Partnership Interest of such Limited Partner or Assignee as follows:

  • Transfer of Beneficial Interests to Another Restricted Global Security A beneficial interest in a Transfer Restricted Global Security may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Transfer Restricted Global Security if the transfer complies with the requirements of Section 2.2(b)(ii) above and the Registrar receives the following:

  • Transfer Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes A holder of a Transfer Restricted Definitive Note may exchange such Transfer Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note or transfer such Transfer Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if the Registrar receives the following:

  • Transfer of Beneficial Interests in the Same Global Note Beneficial interests in any Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in a Global Note. No written orders or instructions will be required to be delivered to the Registrar to effect the transfers described in this Section 2.06(b)(1).

  • Membership Interests; Additional Members Holdings is the sole initial Member of the Company as reflected in Exhibit A attached hereto. Additional Persons may be admitted to the Company as Members, and Membership Interests may be issued, on such terms and conditions as the existing Members, voting as a single class, may determine at the time of admission. The terms of admission or issuance must specify the Sharing Ratios applicable thereto and may provide for the creation of different classes or groups of Members or Membership Interests having different (including senior) rights, powers and duties. The Members may reflect the creation of any new class or group in an amendment to this Agreement, indicating the different rights, powers and duties, and such an amendment shall be approved and executed by the Members in accordance with the terms of this Agreement. Any such admission shall be effective only after such new Member has executed and delivered to the Members and the Company an instrument containing the notice address of the new Member, the new Member’s ratification of this Agreement and agreement to be bound by it.

Time is Money Join Law Insider Premium to draft better contracts faster.