Authorization and Issuance of Units. 4.1.1 A total of One Hundred Thousand (100,000) Units are hereby authorized for issuance. The number of Units authorized for issuance pursuant to this Section 4.1 may be increased from time to time as deemed necessary by the Member.
4.1.2 Units issued for such consideration as the Member determines to be appropriate shall be deemed to be fully paid and non-assessable if the entire amount of such consideration has been received by the Company for such Units in the form of cash, property or services rendered.
Authorization and Issuance of Units. The Company is hereby authorized to issue Units. There are 3,580,379 Units (the “Initial Units”) issued and outstanding to the Members in the amounts set forth on the Schedule of Members opposite the names of the Members. In any matters presented to the Members for approval or consent pursuant to this Agreement or applicable law, each Member shall be deemed to have one vote for each Unit held by such Member. The Company and the Members agree that, if any Units are intended to be issued to other investors from time-to-time as provided in Section 3.5, then the Company is authorized to sell and issue such unissued Units to such new investors selected by the Board with such Capital Contributions as determined by the Board, as provided in Section 3.5.
Authorization and Issuance of Units. Provided the Manager has first obtained the consent of not less than sixty-five percent (65%) of the Priority Members, the Company is hereby authorized to (a) issue an unlimited number of Class A Units and Class B Units, (b) create other classes and series of Units and (c) issue or to provide for the issuance of Units in any class or series by amending this Agreement to fix the relative rights, obligations, preferences and limitations of the Units of each such class or series, subject however, to the restrictions set forth in Section 8.1(b). Upon any issuance of Units, the Manager shall adjust the Capital Accounts of the Members as necessary to reflect such issuance.
Authorization and Issuance of Units. The issuance by AD of the AD Units has been duly authorized by all necessary action on the part of AD and, upon issuance in accordance with the terms hereof, the AD Units will be validly issued, fully paid and non-assessable, free and clear of all liens.
Authorization and Issuance of Units. The issuance by the UBL of the Units has been duly authorized by all necessary action on the part of the UBL and, upon issuance in accordance with the terms hereof, the Units will be validly issued, fully paid and non-assessable, free and clear of all liens.
Authorization and Issuance of Units. The Company hereby authorizes and issues that number of Units, in such class, and to such Members as set forth on Schedule “A”. The Managers will revise Schedule “A” from time to time to reflect any changes in the ownership or classification of the Units.
Authorization and Issuance of Units. The Units shall be authorized and issued by the Company and evidenced by certificates representing the Unit Shares and certificates representing the Warrants to be dated as of the Closing Date. As part of the Offering, the Company shall:
(a) use its best efforts to (i) file a Prospectus and obtain the Final Receipt, and (ii) file a resale Registration Statement and have such Registration Statement declared effective by the SEC to register the resale of the Registrable Securities, in each case within 180 days of the Closing Date; and
(b) use its best efforts to obtain conditional approval for the listing of the Common Shares on either the Toronto Stock Exchange or the TSX Venture Exchange within 120 days of the Closing Date, provided that such final listing approval shall not be obtained by the Company until the Final Receipt described above has been issued. If the Company does meet its obligations pursuant to (a) above within 180 days of the Closing Date, the Company shall thereafter pay to the Subscriber 1% per month of the total Subscription Amount to a maximum of 12% on a pro-rata basis and payable quarterly, until the earlier of the (i) obtaining the Final Receipt and the effective date of the Registration Statement or (ii) 12 months following the 181st day after the Closing Date. Notwithstanding anything herein to the contrary, to the extent that the registration of any or all of the Registrable Securities by the Company on a registration statement is prohibited (the “Non-Registered Shares”) as a result of rules, regulations, positions or releases issued or actions taken by the SEC pursuant to its authority with respect to Rule 415 under the U.S. Securities Act and the Company has registered at such time the maximum number of Registrable Securities permissible upon consultation with the SEC, then the liquidated damages described in this Section 3.2 shall not be applicable to such Non-Registered Shares.
Authorization and Issuance of Units. Increase or decrease the number of authorized Preferred Units or authorize or issue any new class or series of Units that are pari passu with the Preferred Units or senior to the Preferred Units in respect of any right, preference or privilege under this Agreement, any other agreement entered into in connection with the Investment or the Act.
Authorization and Issuance of Units. (A) The Company shall be authorized to issue the following classes of Units: Class of Units Number of Units Authorized Class F Voting Common Units (Founders) 10,000,000 Class A Voting Common Units (Investors) 8,000,000 Class B Non-Voting Common Units (Incentive Units) 1,627,356
(B) The holders of each class of Units shall be entitled to the rights, subject to the obligations set forth herein, ascribed to such class. Any holder of more than one class of Units shall have separate rights under this Agreement with respect to each class of Unit held by such Member.
(C) The Board of Managers, at their sole discretion but subject to the terms of this Agreement, shall have the power to issue the authorized Units on the terms and conditions determined by the Board of Managers without the consent of the Members or amendment of this Agreement, and any additional issuances of Units shall be dilutive proportionately to all Members. The Company shall not issue additional classes of Units or issue Units in excess of the authorized number without the consent of a Majority in Interest.
(D) Class B Non-Voting Common Units may be issued to employees, consultants or advisors of the Company for the purpose of attracting or retaining qualified individuals or otherwise providing compensation for services rendered to the Company. The price paid for the Class B Non- Voting Common Units, if any, shall be determined by the Board of Managers. The Class B Non- Voting Common Units may be issued without cost to the employees, consultants or advisors of the Company and the initial Capital Account balance of such Class B Non-Voting Common Members attributable to the issuance of such Class B Non-Voting Common Units shall be zero. In that case, it is intended that the issuance of such Class B Non-Voting Common Units shall be characterized for income tax purposes as a “profits interest” in accordance with Revenue Procedure 93-27, as clarified by Revenue Procedure 2001-43 issued by the U.S. Internal Revenue Service. The status of any grant of Class B Non-Voting Common Units as a profits interest shall be set forth on Exhibit
Authorization and Issuance of Units. Subject to compliance with Section 7.01(f), the Company is hereby authorized to issue Units. As of the date hereof, 1,000 Units are issued and outstanding in the amounts set forth on Exhibit B hereto.
