Company Interests. Subject to the other provisions of this Agreement or a Series Agreement, each Series Interest shall have the rights, and be subject to the obligations, identical to those of every other Interest of the same Member Class in a Series. The Founder retains the sole and exclusive right to establish Series, Series Member Classes, the quantity and value of Units in a Series to be sold in exchange for Capital Contributions to each Series as may be necessary to accomplish the objectives of the Series or the Company. The voting rights, if any associated with the Units will be specified in a Series Agreement. If any non-voting Interests are issued by a Series, the non-voting Interest holders although Series Members, shall be passive, shall not have any power to vote, except as otherwise provided in such Series Agreement or by law, and shall only obtain a purely Economic Interest in the particular Series. Initial Interest Allocation for Interests Issued by the Company to its Founder: Mythic Markets, Inc.: 100%
Company Interests. (a) Units shall not be certificated.
(b) Any provision to the contrary contained in this Agreement, the Certificate or any agreement to which the Company, any Member or the Manager is a party or otherwise bound notwithstanding, the Company Interests (for purposes hereof, “Company Interests” shall be deemed to be inclusive of “limited liability company interests” under the Delaware Act) issued hereunder or covered hereby and all associated rights and powers may be pledged or assigned to any lender or lenders (or an agent therefor) as collateral for the indebtedness, liabilities and obligations of the Company and/or any of its subsidiaries or affiliates to such lender or lenders, and any such pledged or assigned Company Interests and all associated rights and powers shall be subject to such lender’s or lenders’ rights under any collateral documentation governing or pertaining to such pledge or assignment. The pledge or assignment of such Company Interests shall not, except as otherwise may result due to an exercise of rights and remedies under such collateral documentation, cause a Member to cease to be a Member or to have the power to exercise any rights or powers of a Member and, except as provided in such collateral documentation, such lender or lenders shall not have any liability solely as a result of such pledge or assignment. Without limiting the generality of the foregoing, the right of such lender or lenders (or an agent therefor) to enforce and exercise their rights and remedies under such collateral documentation hereby is acknowledged by all of the Members and the Manager and any such action taken in accordance therewith shall be valid and effective for all purposes under this Agreement, and the Certificate (in each case, regardless of any restrictions or procedures otherwise herein or therein contained) and applicable law (including the Delaware Act), and any assignment, sale or other disposition of the Company Interests by such lender or lenders (or an agent therefor) pursuant to any such collateral documentation in connection with the exercise of any such lender’s or lenders’ rights and powers shall be valid and effective for all purposes, including, without limitation, under Sections 18-702 and 18-704 of the Delaware Act, this Agreement, the Certificate and other applicable law, to transfer all right, title and interest (and rights and powers) of the applicable Member to itself or themselves, any other lender or any other person or entity, in...
Company Interests. Subject to the other provisions of this Agreement or a Series Agreement, each Series Interest shall have the rights, and be subject to the obligations, identical to those of every other Interest of the same Member Class in a Series. The Founder retains the sole and exclusive right to establish Series, Series Member Classes, the quantity and value of Units in a Series to be sold in exchange for Capital Contributions to each Series as may be necessary to accomplish the objectives of the Series or the Company. The voting rights, if any associated with the Units will be specified in a Series Agreement. If any non-voting Interests are issued by a Series, the non-voting Interest holders although Series Members, shall be passive, shall not have any power to vote, except as otherwise provided in such Series Agreement or by law, and shall only obtain a purely Economic Interest in the particular Series. Initial Interest Allocation for Interests Issued by the Company to its Founder: VinVesto, Inc.: 100%
Company Interests. (a) Subject to the other provisions of the Agreement (including those governing Members’ respective rights to receive allocations of Net Profits and Net Losses and distributions of cash or other property, and to buy or sell interests), each interest shall have the rights, and be subject to the obligations, identical to those of each other interest of the same class and/or Series.
(b) The aggregate number of Interests that the Company shall have authority to issue is Three Thousand Units (3000) consisting of One Thousand Five Hundred (1500) Voting Units and One Thousand Five Hundred (1500) Non-Voting Units. The Non-Voting interest holders although members, shall be passive, shall have no power to vote, except as otherwise provided in this Agreement or by law, and shall only obtain a purely economic interest in the Company and/or the particular Series. Initial Unit Allocation:
1. JOHANNES GROUP, LLC: 500 (Five Hundred) VOTING Units (50% Ownership)
2. Unallocated: 1000 (One Thousand) VOTING Units
3. Unallocated: 1500 (One Thousand Five Hundred) NON-VOTING Units
(c) Each Member’s holdings of Units shall be evidenced by this agreement and may additionally be a certificate in the form approved by the Manager.
Company Interests. The Parties agree to implement the Company's capital structure and the terms of this Agreement so that at all times during the term hereof, [*].
Company Interests. The term “Interest” as used in this Agreement is defined as an interest in the Company acquired upon the making of a capital contribution by the Member (“Interest”). Interests may be issued by the Company in such classes or series (each being referred to herein as a “Series”), with each such Series bearing such rights, obligations, liabilities, privileges, designations and preferences and having different trading strategies and other terms (including without limitation different trading strategies, underlying trading advisors, management fees, incentive fees, degrees of leverage, brokerage commissions and other differences) as the Manager shall determine in its sole and absolute discretion upon the issuance of such Series.
Company Interests. The Seller is the legal and beneficial owner of and has valid title to the Company Interests, which Company Interests are free and clear of all Encumbrances (other than restrictions on future transfers arising under the Securities Act and applicable state securities Laws). Upon consummation of the transactions contemplated by this Agreement, the Buyer will own all of the Company Interests free and clear of all Encumbrances, other than Encumbrances required under applicable securities laws. Other than this Agreement, there are no Contracts to which the Seller is a party or by which the Seller is bound with respect to the voting, sale, transfer, or other disposition of the Company Interests.
Company Interests. You acknowledge that, because of the nature of your duties and the particular responsibilities arising from those duties, your employment with the Company carries with it a special obligation to further the interests of the Company and other members of the Group.
Company Interests. 11 SECTION 3.04. No Conflict ............................................... 12 SECTION 3.05. Consents and Approvals .................................... 12 SECTION 3.06. Financial Information and Books and Records ............... 12 SECTION 3.07. No Undisclosed Liabilities ................................ 13 SECTION 3.08. Conduct in the Ordinary Course, Absence of Certain Changes, Events and Conditions ................................ 13 SECTION 3.09. Litigation ................................................ 15 SECTION 3.10. Compliance with Laws ...................................... 15 SECTION 3.11. Environmental and Other Permits and Licenses; Related Matters .............................................. 16 SECTION 3.12.
Company Interests. As of the date hereof, the Shares are owned, beneficially and of record, by the Seller, free and clear of all Encumbrances. None of the outstanding equity interests in the Company was issued in violation of any preemptive rights. There are no options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to the Shares or obligating the Seller or the Company to issue or sell any equity-related interest in the Company. There are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any equity interests of or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person. The Shares constitute all the issued outstanding equity interests in the Company and are owned of record and beneficially solely by the Seller, free and clear of all Encumbrances. Upon consummation of the transactions contemplated by Article II, the Purchaser will fully own the Shares, free and clear of any Encumbrances (other than Encumbrances created by the Purchaser). There are no voting trusts, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the Shares.
