Class A Membership Sample Clauses

Class A Membership. Class A Membership (as quantified by the Class A Units) shall be the voting Membership Interests of the Company.
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Class A Membership. There shall be one Class A Membership in the Corporation (the “Class A Membership” and the holder thereof, the “Class A Member”), which Class A Membership shall be held by Chicago Mercantile Exchange Holdings Inc., a Delaware corporation (“CME Holdings”). It shall be a term and condition of such Class A Membership that such membership may not be transferred to or held by any person or entity other than CME Holdings unless authorized by an amendment to this Section B(1) of Article IV. Except to the extent (if any) expressly provided herein or required by law, the Class A Member shall have the right to vote on any matter to be voted on by the members of the Corporation other than on those matters expressly reserved to the vote of the holders of Series B-1 Memberships and Series B-2 Memberships (each as defined in Section B(2) of this Article IV) and shall have the exclusive right to receive any dividend or other distribution (including upon liquidation, dissolution, winding-up or otherwise) to be declared, paid or distributed by the Corporation, and no other member of or class or series of membership in the Corporation shall be entitled to vote on any matter except as set forth in Section D(2) or Section E of this Article IV or Article IX of this Certificate of Incorporation, or to receive any such dividend or other distribution.
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Class A Membership. Simultaneously herewith FMC shall execute the L&W Operating Agreement (a copy of which is attached and made a part hereof as Exhibit B) and thereupon shall be deemed to have satisfied the pre-condition to membership set forth therein in ss. (a) As the present sole Class A Member, STN hereby consents (within the meaning of ss.9.02 of the Operating Agreement) to the admission of FMC as a Class A member. Upon making the investments provided for in ss.1 above FMC shall be a Class A member of L&W without any other or further act on the part of any party.
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Class A Membership. Class A membership has the following attributes: (i) The minimum investment for each Class A Investor is $10,000 or such other amount set forth in the Investment Package, though the Manager has discretion to accept a lesser amount; (ii) Class A members will receive a total of 86.5% of distributions of any net proceeds of which Manager may from time to time, in Manager’s sole and complete discretion, distribute; (iii) Class A Members will receive a total of 86.5% of any net proceeds from capital events; and (iv) Class A has no voting rights.
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Class A Membership. Class A Members shall be all Owners except Class B Members. Each Class A Member shall be entitled to one (1) vote for each Lot owned by such Member with respect to each matter submitted to a vote of Members upon which the Class A Members are entitled to vote. In the event that any Lot shall be owned by more than one person, partnership, trust, corporation, or other entity, each shall be a Member but they shall be treated collectively as one Member for voting purposes, so that as to any matter being considered by the Class A Members, only one (1) vote is cast for each Lot.
Sample 1
Class A Membership. In exchange for Class A Membership in the Company, certain Persons will contribute to the Company certain cash. Holders of Class A Membership are Members of the Company entitled to the voting rights and distributions rights described in this Agreement, and will participate in the allocation of losses and gains on account of their equity Membership Interests in the Company.
Sample 1
Class A Membership. Class A Membership shall be that held by each Ground Lessee of a Lot, excluding, forso long as two classes of Membership exist, Declarant ( or any of its Affiliates)as Ground Lessee of any Lot. Each Class A Member shall be entitled to one (1) vote foreach one (1) acre of land contained in the Lot of which he is a Ground Lessee. The number of votes allocable to a Class A Member shall be determined by dividing the acreage of the Lot of which he is a Ground Lessee by 1. Fractional votes will be permitted. If a Lot is ground leased by more than one (1) Person, each such Person shall be a Member of the Association but they shall be required to agreeamong themselves, and to advise the Association in writing, as to which of such Persons is authorized to cast the total number of Class A votes otherwise allocable to the Ground Lessee of such Lot in accordance with the foregoingformula. So long as Declarant holds an interest in any Lot, Class A Membershave no votes. (b)
Sample 1
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Class A Membership. The Class A Member shall be an Owner who concurrently owns both a Lot and a "Full Golf Membership". There are two different types of Class A Memberships (which, unless the context expressly states or indicates otherwise, shall collectively be referred to herein as “Class A Membership”), one of which is both transferable and redeemable, and one of which is neither transferable or redeemable, as further described below: (i) A Class A Full Golf Membership which is both transferable and redeemable (the “Class A Transferable Membership”) may be sold or conveyed incident to the sale of a Class A Member’s Lot. If not so sold or conveyed, the Membership may be placed on the Resign List for resale in accordance with the terms and provisions of Section 8.2(c) hereof; or the Class A Member may retain ownership of said Full Golf Membership following the closing of the sale of the Class A Member’s Lot, at which time the Full Golf Membership shall automatically become a Class C Full Golf Membership and shall have such rights, privileges, and obligations of a Class C Transferable Member. (ii) A Class A Full Golf Membership which is neither transferable or redeemable (the “Class A Non-Transferable Membership”), shall have no right to be placed on the Resign List described in Section 8.2(c) hereof. Upon resignation or termination of a Class A Non-Transferable Membership, ownership of the Class A Non-Transferable Membership shall revert back to the Foundation and all rights of the Member to use of the Country Club Facility shall cease, with no right or entitlement to reimbursement of any monies, unless the Member has separately contracted for the same with the Foundation pursuant to any Membership Exchange Program or desires to retain the Full Golf Membership as a Class C non-resident Member subject to the rights, privileges, and obligations of a Class C Non- Transferable Membership. The Class A Non-Transferable Membership may not be assigned or transferred to anyone other than the spouse or legally stipulated significant other of the Member. Any individual contractual agreement for the Membership Exchange Program shall be honored by the Foundation in accordance with the terms of the Membership Exchange Program. The Foundation reserves the right to offer a Membership Exchange Program to Members in the future or to terminate the option for future selection of this program at any time within the sole discretion of the Board of Directors.
Sample 1

Related to Class A Membership

  • Membership Dues Association membership dues, as explicitly approved by the Trustees;

  • Membership Units The Company is initially organized with One (1) class of Membership Interests, designated in Units, which Units are initially the only class of equity in the Company. The Units shall have no par value and shall be of a single class with identical rights. The Company shall have a first lien on the Units of any Member for any debt or liability owed by such Member to the Company. Additional and different classes of Membership Interests represented by different Units may be created and issued to new or existing Members on such terms and conditions as the Governors may determine. Such additional and different classes may have different rights, powers and preferences (including, without limitation, voting rights and distribution preferences), which may be superior to those of existing Members. Members shall have no preemptive rights to acquire additional or newly created 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.

  • Membership The Committee shall include nine (9) members - five (5) representatives from CUPE/SCFP and four (4) representatives from the CTA. Up to two (2) advisors from the Ministry of Education shall act in a resource capacity to the committee. Other persons may attend meetings in order to provide support and resources as mutually agreed. Up to one (1) representative from each of the four (4) employee bargaining agencies at the other education workers tables will be invited to participate on the Committee.

  • Membership Interest The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.

  • 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:

  • Transfer of Membership Interest The Sole Member may Transfer any part or all of its rights and interest (including, but not limited to, its Capital Account) in the Company (each a “Membership Interest”) now owned or hereafter acquired to any Person, and the transferee of such Membership Interest shall become a Member of the Company.

  • Percentage Interest Ownership of the Company shall be divided into, represented by, and each Member’s Percentage Interest shall be expressed in Units of the Company. The name, address, Units and Percentage Interest of each Member are set forth on Exhibit “A” attached hereto, which may be amended from time to time as necessary to reflect changes in the Percentage Interests and Units held by the Members.

  • 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.

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

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