Class B Membership Interests Sample Clauses

Class B Membership Interests. Class B Member Number of Class B Membership Interests Owned Percentage of Class B Membership Interests Owned Mehetia Inc. 495 100% Annex II - 1 SCHEDULE 4.2(b) CONTRIBUTED PROPERTY Member Contributed Value Clean Technologies II, LLC $ 16,619,399.60 Mehetia Inc. $ 0 Schedule 4.2(b) - 1 SCHEDULE 4.2(d) CAPITAL ACCOUNT BALANCE AND PERCENTAGE INTEREST Member Name and Address Capital Account Balance Percentage Interest Clean Technologies II, LLC [***] 100% of the Class A c/o Bloom Energy Corporation 0000 Xxxxxxx Xxxxx Xxxxxxxxx, Xxxxxxxxxx 00000 Attn: [***] Telephone: [***] Fax: [***] Mehetia Inc. [***] 100% of the Class X Xxxxxx Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: [***] Telephone: [***] Fax: [***] with a copy of any notice sent to: Credit Suisse Securities (USA) LLC Xxx Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: [***] Telephone: [***] Fax: [***] and with a copy of any notice sent, which will not constitute notice, to: XxXxxxxxx Will & Xxxxx LLP 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: [***] Telephone: [***] Fax: [***] [***] Confidential Treatment Requested Schedule 4.2(b) - 1 SCHEDULE 8.2(e) OFFICERS Xxxxxxx X. Xxxxx President Xxxxxxx X. Xxxxxxxxxxxxxx Vice President, General Manager Xxxxxx X. Xxxxxxx Vice President, Secretary Xxxxxxx Xxxx Vice President Schedule 8.2(e) - 1 SCHEDULE 8.4
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Class B Membership Interests. (1) In exchange for the provision of services to the Company, Class B Membership Interests shall initially be issued to the Members set forth on Schedule C-2 hereto in the number set forth opposite the name of such Member. Such Class B Membership Interests will be subject to the terms, conditions, requirements and procedures, including with respect to vesting, as set forth in the Grant Documentation. Further, such Class B Membership Interests shall initially be deemed unvested and will only vest, if at all, (i) as set forth in the Grant Documentation or, if earlier, (ii) upon the occurrence of a Class C Trigger Event.
Sample 1
Class B Membership Interests. Notwithstanding anything contained herein to the contrary, in no event shall any Class B Member have any right to vote or approve any decision, action or inaction on the part of the Company, including the conversion, consolidation or merger of the Company. Each Class B Member hereby grants to its Affiliated Class A Member an irrevocable power of attorney coupled with an interest, to execute any documents on such Class B Member’s behalf to effectuate any decisions of the Board.
Sample 1
Class B Membership Interests. The Company agrees to issue to the Class B Members a 1% Class B Membership Interest on August 26, 2005 in exchange for cash equal to one percent (1%) of the aggregate Values of the initial contributions to the Company, determined as of August 26, 2005. The Company shall issue the Class B Membership Interest to the Class B Members in equal shares. Each Class B Member agrees to contribute cash on or before September 20, 2005. Such cash contributions shall be allocated between Series I and the Liquid Series in proportion to the relative Values of CYMI’s contributions to Series I and the Liquid Series.
Sample 1
Class B Membership Interests 
Sample 1

Related to Class B Membership Interests

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

  • 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.

  • Transfer of Membership Interests (a) The Member may transfer its Membership Interest, in whole but not in part, but the transferee shall not be admitted as a Member except in accordance with Section 6.07. Until the transferee is admitted as a Member, the Member shall continue to be the sole member of the Company (subject to Section 1.02) and to be entitled to exercise any rights or powers of a Member of the Company with respect to the Membership Interest transferred.

  • 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.

  • Membership Interests; Additional Members Holdings is the sole initial Member of the Company as reflected in Exhibit A attached hereto. Additional Persons may be admitted to the Company as Members, and Membership Interests may be issued, on such terms and conditions as the existing Members, voting as a single class, may determine at the time of admission. The terms of admission or issuance must specify the Sharing Ratios applicable thereto and may provide for the creation of different classes or groups of Members or Membership Interests having different (including senior) rights, powers and duties. The Members may reflect the creation of any new class or group in an amendment to this Agreement, indicating the different rights, powers and duties, and such an amendment shall be approved and executed by the Members in accordance with the terms of this Agreement. Any such admission shall be effective only after such new Member has executed and delivered to the Members and the Company an instrument containing the notice address of the new Member, the new Member’s ratification of this Agreement and agreement to be bound by it.

  • 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.

  • Ownership of Membership Interests The Member shall own all of the membership interests in the Company and the Member shall have a 100% distributive share of the Company’s profits, losses and cash flow.

  • Assignment of Membership Interests The Assignment of Membership Interests shall have been fully executed and delivered to Purchaser.

  • Transfer of Partnership Interests The foregoing power of attorney shall survive the delivery of an instrument of transfer by any Partner of the whole or any portion of or interest in its Partnership Interest, except that (i) where a Partner becomes a Former Partner, or (ii) where a Transferee of such Partnership Interest has been approved as a successor Partner and the Transferor shall thereupon cease being a Partner (all in accordance with this Agreement), then the power of attorney of the Former Partner or the Transferor Partner, as the case may be, shall survive the cessation of Partner status or the delivery of such instrument of transfer, as the case may be, for the sole purpose of enabling the attorneys-in-fact for such Former Partner or the Transferor Partner (or any of them) to execute, swear to, acknowledge and file any and all instruments necessary to effectuate or reflect such cessation, transfer and succession.

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