CERTIFICATES OF CAPITAL INTEREST Sample Clauses

CERTIFICATES OF CAPITAL INTEREST. Section 14.1 Certificates of Capital Interest.............................................. 14 Schedules Schedule A Definitions; Rules of Construction Schedule B Management Agreement Schedule C By-Laws iii 5 LIMITED LIABILITY COMPANY AGREEMENT OF PP&L MONTANA, LLC This Limited Liability Company Agreement (together with the schedules attached hereto, this "Agreement") of PP&L MONTANA, LLC (the "Company") is entered into by PP&L MONTANA HOLDINGS, LLC, a Delaware limited liability company (the "Member"), as the sole member. Capitalized terms used and not otherwise defined herein have the respective meanings set forth on Schedule A hereto. The Company was heretofore formed as a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act, 6 Del. Code, Chapter 18, Sections 186-101 et seq., as amended from time to time (the "Act"). The Member, by execution of this Agreement, hereby agrees as follows:
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CERTIFICATES OF CAPITAL INTEREST. Article V of the By-Laws makes provision for the issuance by the Company of a certificate to evidence capital interests in the Company. In the event that (i) the Member shall request such a certificate and, (ii) upon receipt of such certificate (the "Capital Interest Certificate") the Member shall pledge the same to secure some or all of the Member's indebtedness, then the Capital Interest Certificate shall be a "security" governed by Article 8 of the Uniform Commercial Code in any jurisdiction (a) that has adopted revisions to Article 8 of the Uniform Commercial Code substantially consistent with the 1994 revisions to Article 8 adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and (b) the laws of which may be applicable, from time to time, to matters of perfection, the effect of perfection or non-perfection and the priority of a security interest in the Capital Interest Certificate. The Capital Interest Certificate shall conspicuously bear the following legend: "This certificate evidences the entire member interest in PP&L Montana, LLC and shall be a security for all purposes of Article 8 of the Uniform Commercial Code."
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Related to CERTIFICATES OF CAPITAL INTEREST

  • Issuance of Capital Stock Except for (a) any transaction pursuant to an Unsolicited Proposal that Maker accepts in accordance with the fiduciary exception provided in Section 3.2 of the Recapitalization Agreement or (b) shares of capital stock issuable upon exercise or conversion of warrants or convertible securities outstanding prior to February 1, 2004, Maker shall not without Holder's prior written approval: (i) issue any shares of capital stock or other securities, or any instruments exercisable for or convertible into capital stock or other securities, or (ii) make any promises, commitments, undertakings, agreements or letters of intent for any of the issuances described in (i) hereof.

  • Conversion of Capital Stock At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holders of any shares of capital stock of the Company, Parent or Merger Sub:

  • Ownership of Capital Stock The Shareholder is the beneficial owner of record and beneficially of all of the shares of capital stock of the Company, all of which shares are free and clear of all rights, claims, liens and encumbrances, and have not been sold, pledged, assigned or otherwise transferred except pursuant to this Agreement.

  • Treatment of Capital Stock Subject to the provisions of this Agreement, at the Effective Time, automatically by virtue of the Merger and without any action on the part of any shareholder:

  • Description of Capital Stock The authorized capital stock of the Company conforms as to legal matters to the description thereof contained in the Prospectus.

  • Status of Capital Contributions (a) No Member shall receive any interest, salary or drawing with respect to its Capital Contributions or its Capital Account, except as otherwise specifically provided in this Agreement.

  • Valid Issuance of Capital Stock The total number of shares of all classes of capital stock which the Company has authority to issue is 100,000,000 shares of Class A Common Stock, 10,000,000 shares of Class B Common Stock, $0.0001 par value per share (the “Class B Common Stock”), and 1,000,000 shares of preferred stock, $0.0001 par value per share (“Preferred Stock”). As of the date hereof, the Company has issued and outstanding 5,750,000 shares of Class B Common Stock (of which up to 750,000 shares are subject to forfeiture as described in the Registration Statement), no shares of Class A Common Stock and no shares of Preferred Stock. All of the issued shares of capital stock of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.

  • Certificates of Interest Interest in the Company shall be represented by certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section 8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code.

  • Reduction of capital The Borrower shall not redeem or purchase or otherwise reduce any of its equity or any other share capital or any warrants or any uncalled or unpaid liability in respect of any of them or reduce the amount (if any) for the time being standing to the credit of its share premium account or capital redemption or other undistributable reserve in any manner.

  • Return of Capital Contribution From time to time the Partnership may have cash in excess of the amount required for the conduct of the affairs of the Partnership, and the General Partner may, with the Consent of the Special Limited Partner, determine that such cash should, in whole or in part, be returned to the Partners, pro rata, in reduction of their Capital Contribution. No such return shall be made unless all liabilities of the Partnership (except those to Partners on account of amounts credited to them pursuant to this Agreement) have been paid or there remain assets of the Partnership sufficient, in the sole discretion of the General Partner, to pay such liabilities.

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