Authorized Interests Sample Clauses

Authorized Interests. There shall be only one class of Interest, all of which is held by the Member and set forth on Schedule A hereto.
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Authorized Interests. The Pledged Interests have been duly authorized and validly issued by Provident and are fully paid and non-assessable.
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Authorized Interests. The ownership interests of the Members in the Company are represented by “Interests”, including all benefits and rights to which the Members holding such Interests are entitled as provided in this Agreement or under the Act, including, without limitation, the right to receive distributions, allocations of profits and losses and to vote, together with all obligations of such Members holding such Interests to comply with the terms and provisions of this Agreement. On the date hereof, the Company is authorized to issue two classes of Interests designated as “Preferred Interests” and “Common Interests” with the relative rights, benefits and obligations thereof as set forth in this Agreement.
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Authorized Interests. The authorized Interests of the Company shall consist of such Membership Interests and Economic Interests as may be issued from time to time by the Company as designated by the Manager with such Approvals as may be required by this Agreement.
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Authorized Interests. The interest in the Partnership of the Limited Partners in the aggregate shall be divided into and represented by an unlimited number of Class A Units, an unlimited number of Class C Units, issuable in series, an unlimited number of Class D Units, issuable in series, one Class E Unit, one Class F Unit and an unlimited number of Special Interest Rights. There are no interests in the Partnership designated as “Class B Units”.
Sample 1
Authorized Interests. (a) As of the Effective Date, as of the Joinder Date, and as of the Closing Date, all of the issued and outstanding Membership Interests are held, collectively, by the DRT Members who are a party to this Agreement at the applicable time, and the capitalization table of DRT as attached hereto as Exhibit B, as the same may be updated as set forth in Section 2.01(b) (the “Capitalization Table”) is true, correct and complete in all respects as of the applicable date thereof and as of the Closing Date. (b) DRT has no Derivatives or commitments to issue any Equity Securities of DRT or Derivatives, and there are no outstanding securities convertible or exercisable into or exchangeable for Membership Interests or any other Equity Security of DRT. (c) There is no voting trust, agreement or arrangement among any of the beneficial holders of Membership Interests affecting the nomination or election of directors or managers or the exercise of the voting rights of Membership Interests. (d) The offer, issuance and sale of such Membership Interests, and the distribution of the Membership Interests as contemplated in Section 2.01, were each (a) exempt from the registration and prospectus delivery requirements of the Securities Act, (b) registered or qualified (or were exempt from registration or qualification) under the registration or qualification requirements of all applicable state securities Laws and (c) accomplished in conformity with all other applicable securities Laws. None of such Membership Interests are subject to a right of withdrawal or a right of rescission under any federal or state securities or “Blue Sky” Law.
Sample 1
Authorized Interests. (a) As of the Effective Date and as of immediately prior to the First Closing Date, all of the issued and outstanding Membership Interests are held, collectively, by the USA Hemp Members and the capitalization table of USA Hemp as attached hereto as Exhibit B (the “Capitalization Table”) is true, correct and complete in all respects. (b) As of immediately prior to the Second Closing Date, the USA Hemp Members own 49% of the Membership Interests as set forth on the Capitalization Table as of the Effective Date. (c) USA Hemp has no Derivatives or commitments to issue any Equity Securities of USA Hemp or Derivatives, and there are no outstanding securities convertible or exercisable into or exchangeable for Membership Interests or any other Equity Security of USA Hemp. (d) Prior to the First Closing, there is no voting trust, agreement or arrangement among any of the beneficial holders of Membership Interests affecting the nomination or election of directors or managers or the exercise of the voting rights of Membership Interests, and following the First Closing, the only voting trust, agreement or arrangement among any of the beneficial holders of Membership Interests affecting the nomination or election of directors or managers or the exercise of the voting rights of Membership Interests is the Operating Agreement. (e) The offer, issuance and sale of such Membership Interests were (a) exempt from the registration and prospectus delivery requirements of the Securities Act, (b) registered or qualified (or were exempt from registration or qualification) under the registration or qualification requirements of all applicable state securities Laws and (c) accomplished in conformity with all other applicable securities Laws. None of such Membership Interests are subject to a right of withdrawal or a right of rescission under any federal or state securities or “Blue Sky” Law.
Sample 1
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Authorized Interests. (a) As of the Effective Date and as of immediately prior to the Closing Date, all of the issued and outstanding Membership Interests are held, collectively, by the USA Hemp Members and the capitalization table of USA Hemp as attached hereto as Exhibit B (the “Capitalization Table”) is true, correct and complete in all respects. (b) USA Hemp has no Derivatives or commitments to issue any Equity Securities of USA Hemp or Derivatives, and there are no outstanding securities convertible or exercisable into or exchangeable for Membership Interests or any other Equity Security of USA Hemp. (c) Prior to the Closing, there is no voting trust, agreement or arrangement among any of the beneficial holders of Membership Interests affecting the nomination or election of directors or managers or the exercise of the voting rights of Membership Interests and there is no operating agreement in effect with respect to USA Hemp. (d) The offer, issuance and sale of such Membership Interests were (a) exempt from the registration and prospectus delivery requirements of the Securities Act, (b) registered or qualified (or were exempt from registration or qualification) under the registration or qualification requirements of all applicable state securities Laws and (c) accomplished in conformity with all other applicable securities Laws. None of such Membership Interests are subject to a right of withdrawal or a right of rescission under any federal or state securities or “Blue Sky” Law.
Sample 1
Authorized Interests. (i) There are hereby established and authorized for issuance 163,000,000 Class A Interests. The Partnership, and the General Partner on behalf of the Partnership, shall have the right to issue all or any part of the Class A Interests in accordance with the terms of this Agreement and any applicable subscription agreement governing the issuance of such Class A Interests. (ii) There are hereby established and authorized for issuance 40,750,000 Class P Interests. All Class P Interests shall be issued or issuable pursuant to the terms of the applicable Incentive Interest Award Agreement(s), each substantially in the form set forth on Exhibit B, setting forth the terms and conditions governing such Class P Interests, including vesting and repurchase (each an “Award Agreement” and together, the “Award Agreements”), subject to the approval of the General Partner. Any Class P Interests issued pursuant to an Award Agreement and in compliance with this Section 3.1(b)(ii) that are forfeited, canceled, redeemed, repurchased or otherwise reacquired by the Partnership, may be reissued by the Partnership, subject to the approval of the General Partner. For the avoidance of doubt, no Capital Contributions will be required in respect of any Class P Interest. (iii) Following the drawdown by the Partnership of all Capital Commitments under Section 3.2, and subject to Section 3.5(a), the Partnership, and the General Partner on behalf of the Partnership, shall have the right to establish and authorize for issuance, subject to the Authorization of the General Partner, an additional class of Interests (the “Additional Interests”) to be issued in exchange for up to an additional $150,000,000 in additional Capital Contributions after the Effective Date and to increase the Capital Commitments of the Class A Partners that subscribe to such Additional Interests up to an additional $150,000,000, provided that no Class A Partners shall be obligated to subscribe to any such Additional Interests. Upon such Authorization, the terms and conditions of such Additional Interests shall be set forth in a new Schedule C to be attached hereto on the terms subject to such Authorization, and such terms and conditions as provided in Schedule C shall from and after such Authorization be deemed to amend and modify this Agreement without requiring any further action, consent or agreement by or from the Partners, provided that no such terms or conditions shall require any holders of Class P Interests to...
Sample 1

Related to Authorized Interests

  • Authorized Units Subject to the terms of this Agreement, the Company is authorized to issue equity interests in the Company designated as Units. The total number of Units that the Company shall have authority to issue is 1,000, all of which shall be designated as Common Units.

  • Membership Interests The Sole Member currently owns one hundred percent (100%) of the percentage interests in the Company.

  • Other Interests It is understood that Trustees and officers of the Trust and shareholders of the Fund are or may be or become interested in the Adviser as trustees, officers, employees, shareholders or otherwise and that trustees, officers, employees and shareholders of the Adviser are or may be or become similarly interested in the Fund, and that the Adviser may be or become interested in the Fund as a shareholder or otherwise. It is also understood that trustees, officers, employees and shareholders of the Adviser may be or become interested (as directors, trustees, officers, employees, shareholders or otherwise) in other companies or entities (including, without limitation, other investment companies) that the Adviser may organize, sponsor or acquire, or with which it may merge or consolidate, and which may include the words “Xxxxx Xxxxx” or “Boston Management and Research” or any combination thereof as part of their name, and that the Adviser or its subsidiaries or affiliates may enter into advisory or management agreements or other contracts or relationships with such other companies or entities.

  • Ownership Interests The ownership interest of each member of the Company will be expressed in terms of a percentage that is set out in Exhibit A, attached and made part of this Agreement. The total ownership interests of all members will always equal one-hundred percent (100%). The existing members will determine the ownership interest of any new members prior to admission to the Company.

  • Shares; Membership Interests (a) The total of the membership interests in the Company shall be divided into (i) Class A Ordinary Shares having the rights and preferences as set forth herein (the “Class A Ordinary Shares”), (ii) Class A Preferred Shares having the rights and preferences as set forth herein (the “Class A Preferred Shares” and, together with the Class A Ordinary Shares, the “Class A Shares”), (iii) Class B Ordinary Shares having the rights and preferences as set forth herein (the “Class B Ordinary Shares”), and (iv) Class C Ordinary Share having the rights and preferences as set forth herein (the “Class C Ordinary Share” and, together with the Class A Ordinary Shares, the Class A Preferred Shares and the Class B Ordinary Shares, the “Shares” and each a “Share”). Class A Ordinary Shares, Class A Preferred Shares and Class B Ordinary Shares shall have the same rights, powers and duties, except as otherwise set forth in this Agreement. The number of Class A Ordinary Shares shall be limited to the maximum number of Class A Ordinary shares offered in the Offering, plus (i) the number of Class A Ordinary Shares which may be issued upon conversion of the Class A Preferred Shares, plus (ii) the number of Class A Ordinary Shares which may be issued upon conversion of the Class B Ordinary Shares. The number of Class A Preferred Shares shall be limited to the number of Class A Preferred Shares which may be issued pursuant to the Management Services Agreement. The number of Class B Ordinary Shares shall be limited to up to 1,000. The number of Class C Ordinary Shares shall be limited to one. Class A Preferred Shares issued pursuant to the Management Services Agreement (“ASA Shares”) may be subject to vesting provisions as set forth in the Management Services Agreement. The Shares of the Members shall be as set forth on Exhibit A attached hereto, which may be updated as set forth herein. For the avoidance of doubt, in the event that all of the Class A Ordinary Shares are not sold pursuant to the Offering, the Board shall, upon the final closing of the Offering, issue a number of Class A Ordinary Shares to the Initial Member equal to the aggregate number of Class A Ordinary Shares that remain unsold in the Offering, as repayment in full of any and all obligations owing to the Initial Member in respect of advances made to acquire the Artwork and true-up fees payable to the Initial Member. The name and mailing address of each Member or such Member’s representative shall be listed on the books and records of the Company maintained for such purpose by the Company or the Transfer Agent. (b) Prior to the date hereof and as set forth in the Original Agreement, the Initial Member has been issued 100% of the membership interests in the Company in return for a capital contribution of $100 (the “Prior Interests”). Upon execution of this Agreement, the Prior Interests shall be automatically converted into 1,000 Class B Ordinary Shares. As of the date of such conversion, the Class B Ordinary Shares shall constitute all of the membership interests of the Company and, prior to the issuance of Class A Ordinary Shares, Class A Preferred Shares and Class C Ordinary Share, shall have all of the rights and privileges of 100% of the membership interests in the Company afforded pursuant to this Agreement and applicable law. (c) Notwithstanding any provision to the contrary in this Agreement, the Board shall have full power and authority to schedule one or more closings to issue Class A Ordinary Shares and admit Members to the Company in accordance with the provisions of this Agreement. Any Person that acquires Class A Ordinary Shares and is admitted as a Member of the Company after the date hereof, shall, in connection with such Member’s acquisition of such Class A Ordinary Shares, be deemed to pay to the Company such Member’s pro rata share of any amounts used to acquire the Artwork, including any true-up fees and any other amounts paid to the Company by the previously admitted Members. (d) The Class A Members may elect to convert their Class A Preferred Shares into Class A Ordinary Shares, in whole or in part, at any time prior to the consummation of the Sale of the Artwork, subject to the terms and conditions herein, for no additional consideration. Each Class A Preferred Shares will automatically convert to one Class A Ordinary Share upon any Transfer of such Class A Preferred Shares to an entity that is not an Affiliate of the Administrator. (e) The Class B Members may elect to convert their Class B Ordinary Shares into Class A Ordinary Shares, in whole or in part, at any time prior to the consummation of the Sale of the Artwork, subject to the terms and conditions herein, for no additional consideration pursuant and to the following conversion formula: The number of Class A Ordinary Shares issuable upon conversion of Class B Ordinary Shares shall equal (A) the Value Increase, multiplied by (B) the Conversion Percentage, multiplied by (C) 20%, divided by (D) the Class A Ordinary Share Value. For purposes herein:

  • Dual Interests It is understood that some person or persons may be directors, officers, or shareholders of both the Fund and Price Associates (including Price Associates’ affiliates), and that the existence of any such dual interest shall not affect the validity of this Agreement or of any transactions hereunder except as otherwise provided by a specific provision of applicable law.

  • Certificates and Transfer of Interests Section 4.01. Initial Ownership 12 Section 4.02. The Certificates 12 Section 4.03. Execution, Authentication and Delivery of Certificates 12 Section 4.04. Registration of Transfer and Exchange of Certificates 12 Section 4.05. Mutilated, Destroyed, Lost or Stolen Certificates 13 Section 4.06. Persons Deemed Owners 14 Section 4.07. Access to List of Certificateholders’ Names and Addresses 14 Section 4.08. Maintenance of Office or Agency 14 Section 4.09. Restrictions on Transfers of Certificates 14

  • Authorized Trust Securities The Trust shall be authorized to issue one series of Preferred Securities having an aggregate Liquidation Amount of $50,000,000 and one series of Common Securities having an aggregate Liquidation Amount of $1,550,000.

  • Partnership Interests Except as may otherwise be provided herein, each Partner’s percentage interest in the assets, profits, and distributions of the Partnership (“Partnership Interest”) shall be as set forth in Exhibit B attached hereto and incorporated herein by reference.

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