Capital Units Sample Clauses

Capital Units. 43 8.2. Capital Contributions of Property...........................43 8.3.
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Capital Units. The limited liability company interests of the Company shall be represented by two classes of units of capital of the Company, which shall consist of voting limited liability company interests ("Voting LLC Units") and non-voting limited liability company interests ("Non-Voting LLC Units" and, together with Voting LLC Units, the "LLC Units"). The Company shall have authority to issue (a) LLC Units to the Members (other than the CERA Management Members) listed on Schedule A hereto, in the amounts set forth thereon, and to CERA Inc. for transfer to the CERA Management Members, in accordance with Section 2.1(b), (b) the Contingent LLC Units, (c) the LLC Units issuable upon the exercise of CERA Contingent Options and GS Contingent Options, (d) the LLC Units to be transferred upon the exercise of Existing MGI Options and MGI/CERA Additional Options and (e) such additional LLC Units as may be authorized from time to time by the Board.
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Capital Units. Each Member's Interest in the capital of the Company shall be represented by Units of Membership Interests. An unlimited number of Units are hereby authorized. The Initial Members shall receive for their Initial Capital Contributions the number of Units set forth on-Schedule A attached hereto. Thereafter, N.B., Inc. shall contribute all of its assets, liabilities and operations to the Company and receive therefor additional 2,800,000 Units, bringing its then total number of units to 2,801,000 Units. Immediately thereafter and pursuant to the Purchase Agreement, Land O'Lakes, Inc. shall buy from N.B., Inc. 1,400,000 Units, resulting in Land O'Lakes, Inc. and N.B., Inc. each having a total of 1,401,000 Units. Additional Members shall receive a number of Units as determined by the unanimous written consent of the Members. The number of Units issued to an Additional Member, and the Capital Contribution for such Units, shall be within the sole discretion of the unanimous written consent of the Members.
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Capital Units. Each Member’s Interest in the capital of the Company shall be represented by Units of membership interest. An unlimited number of Units are hereby authorized. The Initial Members shall receive the number and type of Units set forth on the signature pages attached to this Operating Agreement.
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Capital Units. Each of the Members represents, acknowledges, and agrees (i) the Capital Units in the Company are not and will not be registered under either the Securities Act of 1933 or any applicable state securities law and, therefore, may not be resold or transferred unless they are registered or unless an exemption from registration is available, and (ii) each Member has acquired the Capital Units in the Company for the Member's own account and for investment purposes only, with no view toward distribution or resale.
Sample 1
Capital Units. It is intended by the parties hereto that the Company shall have multiple series (the “Series”) pursuant to and in connection with the provisions of Section 18-215 of the Delaware Act (and/or any successor provision of the Delaware Act). The Company’s Membership Interests shall be represented by separate classes of units with respect to each such Series, and each such class of Membership Interests shall be represented by a separate class of units (collectively, the “Units”). The Company shall have four (4) Series, to be designated as Series A, Series B, Series C and Series D. Each such Series shall have the following classes of Units associated therewith, such classes of Units to be hereby authorized in the following numbers: Series Class of Units Number Series A Class A Units 42,500,000 Series B Class B Units 141,700,000 Series C Class C Units 53,865,000 Series D Class D Units 60,000,000 Series A, B, C & D Class M Units 1 The Company shall be initially authorized to issue up to that number of each class of Units as are set forth above. Additional classes of Units within each existing Series, as well as additional Series of the Company, with additional corresponding classes of Units with respect to each such additional Series, shall be issuable by the Company pursuant to the provisions of Section 2.6, below. Any holder of more than one class of Units shall have separate rights under this Agreement with respect to each class of Units held by such Member. A Member holding Class A Units shall also sometimes be referred to hereunder in its capacity as such as a “Class A Member,” a Member holding Class B Units shall also sometimes be referred to hereunder in its capacity as such as a “Class B Member,” a Member holding Class C Units shall also sometimes be referred to hereunder in its capacity as such as a “Class C Member,” a Member holding Class D Units shall also sometimes be referred to hereunder in its capacity as such as a “Class D Member,” and a Member holding Class M Units shall also sometimes be referred to hereunder in its capacity as such as a “Class M Member.”
Sample 1
Capital Units. The Member's Interest in the capital of the Company will be represented by Units of membership interests. The initial number of Units authorized is ten (10). Such Units are hereby issued to the Member and will be voted by the members of the Tribal Council as representatives of the Member.
Sample 1
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Related to Capital Units

  • Class A Units If a Warrantholder exercises Warrants in connection with a tender offer for settlement prior to the First Regular Call Date, each Class A Unit called in connection with such exercise shall receive, in addition to principal and accrued interest, $1.50 per Class A Unit from the proceeds of the Warrant exercise. Class B Payments: If a Warrantholder exercises Warrants, then the Class B Units designated to be called in connection with such exercise shall receive the corresponding portion of the Class B Present Value Amount, adjusted for accrued Class B Payments on the Class B Units otherwise paid. If the Underlying Security Issuer redeems Underlying Securities and the previous paragraph does not apply, then the Class B Units designated for a redemption in connection with such redemption of Underlying Securities shall receive the amount with respect to the Class B Present Value Amount allocated for distribution in accordance with the applicable provisions of the Distribution Priorities below, paid as of the date of such redemption as an additional distribution.

  • Class B Units Class B Unitholders shall not be entitled to vote in any matters relating to the Company, unless otherwise reserved to the Members by the Act. In addition to the other rights and obligations of Class B Unitholders hereunder, Class B Units shall entitle the holder of such Class B Units to (i) Tax Distributions pursuant to Section 4.01(b), and (ii) a preferred return equal to the Class B Preferred Return Amount. The Class B Preferred Return Amount shall not be required to be paid annually but shall accrue and become payable at the earlier of (x) the fifth (5th) anniversary of the Effective Time, or (y) a liquidation of, or a taxable sale of substantially all of the assets of, the Company. Upon the occurrence of an event referenced in clause (y) above, each Class B Unitholder shall also be paid such Class B Unitholder’s Class B Preferred Return Base Amount, in addition to all of the outstanding, accrued and unpaid Class B Preferred Return Amount. On the seventh (7th) anniversary of the Effective Time, each Class B Unitholder may, at its option and in accordance with the notice and other procedural provisions set forth in Section 11.01(a) (the “7 Year Put Option”), sell all (but not less than all) of its Class B Units to the Company for an amount equal to such Class B Unitholder’s Class B Preferred Return Base Amount plus any outstanding and accrued Class B Preferred Return Amount of such Class B Unitholder (the “Class B Option Consideration”) and, upon the exercise of the 7 Year Put Option by any Class B Unitholder, the Company shall purchase all of such holder’s Class B Units for the Class B Option Consideration. Notwithstanding anything herein to the contrary, no Class B Preferred Return Amount shall be due and payable with respect to such Class B Units pursuant this Section 3.02(b) at such time or times specified in this Section 3.02(b) unless such Class B Units remain issued and outstanding at such time or times and no Redemption or Direct Exchange of such Class B Units described in Article XI hereof has occurred.

  • Units Interests in the Partnership shall be represented by Units. The Units initially are comprised of one Class: Class A Units. The General Partner may establish, from time to time in accordance with such procedures as the General Partner shall determine from time to time, other Classes, one or more series of any such Classes, or other Partnership securities with such designations, preferences, rights, powers and duties (which may be senior to existing Classes and series of Units or other Partnership securities), as shall be determined by the General Partner, including (i) the right to share in Profits and Losses or items thereof; (ii) the right to share in Partnership distributions; (iii) the rights upon dissolution and liquidation of the Partnership; (iv) whether, and the terms and conditions upon which, the Partnership may or shall be required to redeem the Units or other Partnership securities (including sinking fund provisions); (v) whether such Unit or other Partnership security is issued with the privilege of conversion or exchange and, if so, the terms and conditions of such conversion or exchange; (vi) the terms and conditions upon which each Unit or other Partnership security will be issued, evidenced by certificates and assigned or transferred; (vii) the method for determining the Total Percentage Interest as to such Units or other Partnership securities; and (viii) the right, if any, of the holder of each such Unit or other Partnership security to vote on Partnership matters, including matters relating to the relative designations, preferences, rights, powers and duties of such Units or other Partnership securities. Except as expressly provided in this Agreement to the contrary, any reference to “Units” shall include the Class A Units and any other Classes that may be established in accordance with this Agreement. All Units of a particular Class shall have identical rights in all respects as all other Units of such Class, except in each case as otherwise specified in this Agreement.

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