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 Clean Technologies II, LLC $ 16,619,399.60 Mehetia Inc. $ 0 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
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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. (2) Immediately prior to the consummation of an independent third-party investment in the Company that satisfies the conditions of the milestone set forth on Schedule D (“Third-Party Investment”), the Class B Membership Interests of each Class B Member as set forth on Schedule C-1 shall be increased, such that, over time (but in any case prior to or, as applicable, in connection with a Sale of the Company) the aggregate Distribution Interest Percentage in respect of the Class B Membership Interests shall be 18% and, accordingly, the aggregate Distribution Interest Percentage in respect of the Class A Membership Interests shall be 82% (the “Revised Distribution Interest Percentages”), with such adjustments to be pro rata in proportion to the Unit ownership of each Class B Member and Class A Member, as applicable. To give effect to the immediately preceding sentence, the Company shall determine, pursuant to Section 6.2(a)(ii), the amount distributable to the Class A Members, on the one hand, and the Class B Members, on the other hand, immediately prior to the consummation of a Third-Party Investment, and thereafter specially allocate Net Income of the Company in an amount necessary to effectuate such adjustment solely to the Class B Members in proportion to their Class B Membership Interests and make corresponding awards of Units to the Class B Members (and update Schedule C-1 accordingly) in proportion to such Net Income allocations until the aggregate Distribution Interest Percentage in respect of the Class B Membership Interests is 18% (and, accordingly, that the aggregate Distribution Interest Percentage in respect of the Class A Membership Interests is 82%); provided, however, that if upon the occurrence of a Sale of the Company or Conversion Transaction the Company has not received sufficient Net Income to effectuate any or all of the adj...
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. The Class B Membership Interests consist of the rights set forth in this Agreement with respect to Class B Members, including, without limitation, the right to (i) an initial balance in their Capital Account as a result of their ownership of Class B Membership Interests hereunder, (ii) an interest in the Company’s assets and existing unrealized appreciation thereon and (iii) share in and receive distributions (liquidating and otherwise) and allocations of Profits and Losses as provided herein; but excluding the right to vote on any matter subject to the vote of Members as provided herein.
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.
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Class B Membership Interests 
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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. (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:

  • 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. (b) To the fullest extent permitted by law, any purported transfer of any Membership Interest in violation of the provisions of this Agreement shall be wholly void and shall not effectuate the transfer contemplated thereby. Notwithstanding anything contained herein to the contrary and to the fullest extent permitted by law, the Member may not transfer any Membership Interest in violation of any provision of this Agreement or in violation of any applicable federal or state securities laws.

  • 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 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.

  • 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.

  • Additional Partnership Interests If the Partnership issues Partnership Interests in accordance with Section 4.2 or 4.3, the distribution priorities set forth in Section 5.1 shall be amended, as necessary, to reflect the distribution priority of such Partnership Interests and corresponding amendments shall be made to the provisions of Exhibit B.

  • 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.

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