CAPITAL CONTRIBUTIONS AND ISSUANCE OF INTERESTS. Section 5.1 Contributions by the Members; Issuance of Interests.
CAPITAL CONTRIBUTIONS AND ISSUANCE OF INTERESTS. Section 5.1 Prior to Closing Date................................... 13 Section 5.2 Contributions at Closing................................ 13 Section 5.3 Additional Capital Contributions........................ 14 Section 5.4
CAPITAL CONTRIBUTIONS AND ISSUANCE OF INTERESTS. Section 5.1 Prior to Closing Date..........................................................................12 Section 5.2 Contributions and other Transactions at Closing................................................12 Section 5.3
CAPITAL CONTRIBUTIONS AND ISSUANCE OF INTERESTS. Section 5.1 Redemption or Exchange of the Pre-IPO Member Interests. On the Closing Date and immediately prior to the closing of the Initial Offering, CEPH’s Pre-IPO Member Interests in the Company shall be automatically and without any further action of any Person be converted into and exchanged for 226,406 Class A Units, 6,593,894 Common Units, and the Management Incentive Interests, and concurrently with such conversion and exchange CEPH shall be classified as a Member in respect of such Class A Units, Common Units and Management Incentive Interests. Up to 675,000 of the Common Units issued to CEPH shall be subject to purchase by the Company pursuant to Section 5.2(c).
CAPITAL CONTRIBUTIONS AND ISSUANCE OF INTERESTS. Section 5.1 Initial Offering Transactions A-27 Section 5.2 Contributions by Initial Members A-27 Section 5.3 Contributions by the Existing Investors A-28 Section 5.4 Interest and Withdrawal A-28 Section 5.5 Capital Accounts A-28 Section 5.6 Issuances of Additional Company Securities A-31 Section 5.7 Limitations on Issuance of Additional Company Securities A-31 Section 5.8 Conversion of Subordinated Units A-35 Section 5.9 No Preemptive Rights A-35 Section 5.10 Splits and Combinations A-35 Section 5.11 Fully Paid and Non-Assessable Nature of Interests A-36 ARTICLE VI ALLOCATIONS AND DISTRIBUTIONS Section 6.1 Allocations for Capital Account Purposes A-36 Section 6.2 Allocations for Tax Purposes A-41 Section 6.4 Distributions of Available Cash from Operating Surplus A-43 Section 6.5 Distributions of Available Cash from Capital Surplus A-44 Section 6.7 Special Provisions Relating to the Holders of Subordinated Units A-44 Section 6.8 Entity Level Taxation A-45 Section 6.9 Tax Distributions A-45 ARTICLE VII MANAGEMENT AND OPERATION OF BUSINESS Section 7.1 Board of Directors A-45 Section 7.2 Certificate of Formation A-49 Section 7.3 Restrictions on the Board of Directors' Authority A-50 Section 7.4 Officers A-50 Section 7.5 Outside Activities A-52 Section 7.6 Loans or Contributions from the Company or Group Members A-52 Section 7.7 Indemnification A-52 Section 7.8 Exculpation of Liability of Indemnitees A-55 Section 7.9 Resolution of Conflicts of Interest; Standards of Conduct and Modification of Duties A-56 Section 7.10 Duties of Officers and Directors A-57 Section 7.11 Purchase or Sale of Company Securities A-57 Section 7.12 Reliance by Third Parties A-57 Section 7.13 Reimbursement of G&A by the Existing Investors A-58 ARTICLE VIII BOOKS, RECORDS, ACCOUNTING AND REPORTS Section 8.1 Records and Accounting A-60 Section 8.2 Fiscal Year A-60 Section 8.3 Reports A-60
CAPITAL CONTRIBUTIONS AND ISSUANCE OF INTERESTS. Section 5.1 Prior to Closing Date 10 Section 5.2 Contributions at Closing 10 Section 5.3 Additional Capital Contributions 11 Section 5.4 Interest and Withdrawal 11 Section 5.5 Loans from Members 11 Section 5.6 Issuances of Additional Company Securities 11 Section 5.7 Limited Preemptive Rights 12
CAPITAL CONTRIBUTIONS AND ISSUANCE OF INTERESTS. Section 5.1 Initial Contributions........................................ 12 Section 5.2 Contributions Pursuant to the Contribution and Conveyance Agreement.................................................... 13 Section 5.3 Additional Capital Contributions............................. 13 Section 5.4
CAPITAL CONTRIBUTIONS AND ISSUANCE OF INTERESTS. Section 5.1 Prior to Closing Date. 11 Section 5.2 Contributions at Closing. 11 Section 5.3 Additional Capital Contributions. 12 Section 5.4 Interest and Withdrawal. 12 Section 5.5 Loans from Members. 12 Section 5.6 Issuances of Additional Company Securities. 12 Section 5.7 Limited Preemptive Rights. 13 Section 5.8 Fully Paid and Non-Assessable Nature of Membership Interests. 13
CAPITAL CONTRIBUTIONS AND ISSUANCE OF INTERESTS. Section 5.1 Prior to Closing Date.
CAPITAL CONTRIBUTIONS AND ISSUANCE OF INTERESTS. Section 5.1 Redemption or Exchange of the Pre-IPO Member Interests. On the Closing Date and immediately prior to the closing of the Initial Offering, Atlas America’s Pre-IPO Member Interest shall be redeemed and the initial Capital Contribution of Atlas America shall be refunded. Pursuant to the Contribution Agreement, on the Closing Date and concurrently with the closing of the Initial Offering, Atlas America shall contribute to the Company the assets described in the Contribution Agreement in exchange for the issuance to Atlas America of 748,456 Class A Units, 30,301,746 Common Units and the Management Incentive Interests and the right to receive $121,730,000. Concurrently with such issuance, Atlas America shall transfer the Class A Units and the Management Incentive Interests to Atlas Energy Management.
