Corporate, Limited Liability Company, and Partnership Restrictions Sample Clauses

Corporate, Limited Liability Company, and Partnership Restrictions. Borrower shall not issue any limited liability company interest in Borrower or grant any option, right-of-first-refusal, warrant, or other right to purchase any limited liability company interest or other securities in Borrower. Each Project Guarantor is and shall remain wholly owned and Borrowing Base Facility Agreement- Loan No. 1001839 controlled by Borrower, either directly or through entities wholly owned and controlled by Borrower, and Borrower shall not permit any Project Guarantor to issue any capital stock or other securities of, or any limited liability membership or partnership interests in any Project Guarantor, or grant any option, right-of-first refusal warrant or other right to acquire equity interests in any Project Guarantor which would or could result in any Project Guarantor not being directly or indirectly wholly owned by Borrower. Neither Borrower nor any Project Guarantor shall amend, modify, restate, supplement, or terminate its certificate of incorporation or bylaws, its limited liability company operating agreement, or its partnership agreement, as the case may be, without the prior written consent of Lender, which shall not be unreasonably withheld or delayed. Neither Borrower nor any Project Guarantor shall reorganize itself or consolidate with or merge with or into any other corporation, limited liability company or other legal entity, or permit any other corporation, limited liability company or other legal entity to be merged into Borrower or any Project Guarantor, if, as a result thereof, the foregoing covenants contained in Section 9.4 will have been breached. Notwithstanding the foregoing provisions, Lender hereby acknowledges its consent to (i) the merger of the Working Capital Line Guarantor into BFC Financial Corporation (“BFC”) and (ii) the transfer of the Borrower and/or any Project Guarantor into an entity controlled by BFC, provided that (a) with respect to any transfer described in clause (ii), (1) Borrower (or its successor in interest) remains the direct or indirect owner of the equity interests in any “transferred” Project Guarantor and (2) all of the equity interests in Borrower (or its successor in interest) remain or are encumbered by a valid first lien security interest in favor of Lender, securing the Working Capital Line Guaranty, (b) Lender shall have been provided with at least five (5) business days advance notice of such transfer, (c) Lender shall have received properly executed Loans to One Borrower Ce...
Sample 1
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Corporate, Limited Liability Company, and Partnership Restrictions. If Borrower is a corporation, a limited liability company, or a partnership, Borrower shall not issue any capital stock or other securities of or any limited liability company interest or partnership interest in Borrower or grant any option, right-of-first-refusal, warrant, or other right to purchase any capital stock or other securities of or any limited liability company interest or partnership interest in Borrower without Bank's consent, excluding, however, (i) stock option plans for Borrower, and (ii) the issuance of stock in connection with an Acquisition described in SECTION 7.5 below. Borrower shall not be dissolved or liquidated. Borrower shall not amend, modify, restate, supplement, or terminate its certificate of incorporation or bylaws, its limited liability company operating agreement, or its partnership agreement, as the case may be, without Bank's consent. If a corporation, Borrower shall not reorganize itself or consolidate with or merge into any other corporation or permit any other corporation to be merged into Borrower. If a limited liability company, Borrower shall not consolidate or merge with any corporation, any other limited liability company, or any other legal entity.
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Related to Corporate, Limited Liability Company, and Partnership Restrictions

  • Certification of Limited Liability Company and Limited Partnership Interests Each interest in any limited liability company or limited partnership controlled by any Grantor and pledged hereunder shall be represented by a certificate, shall be a “security” within the meaning of Article 8 of the New York UCC and shall be governed by Article 8 of the New York UCC.

  • Partnership and Limited Liability Company Interests Except as previously disclosed to the Administrative Agent, none of the Collateral consisting of an interest in a partnership or a limited liability company (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a Security governed by Article 8 of the UCC, (iii) is an Investment Company Security, (iv) is held in a Securities Account or (v) constitutes a Security or a Financial Asset.

  • The Limited Liability Company 8 2.1 Formation; Effective Date of Agreement .................................... 8 2.2 Name ...................................................................... 8 2.3 Business Purpose .......................................................... 9 2.4 Powers .................................................................... 9 2.5 Duration .................................................................. 9 2.6 Registered Office and Registered Agent .................................... 9 2.7

  • CORPORATE AND PARTNERSHIP AUTHORITY If Tenant is a corporation or partnership, or is comprised of either or both of them, each individual executing this Amendment for the corporation or partnership represents that he or she is duly authorized to execute and deliver this Amendment on behalf of the corporation or partnership and that this Amendment is binding upon the corporation or partnership in accordance with its terms.

  • Formation of Limited Liability Company The Company was formed on January 13, 2017, pursuant to the Delaware Limited Liability Company Act, 6 Del. C. § 18-101, et seq., as amended from time to time (the “Delaware Act”), by the filing of a Certificate of Formation of the Company with the office of the Secretary of the State of Delaware. The rights and obligations of the Member and the administration of the Company shall be governed by this Agreement and the Delaware Act. To the extent this Agreement is inconsistent in any respect with the Delaware Act, this Agreement shall control.

  • Limited Liability Company Interests Interests in the Company shall be represented by Units, or such other Equity Securities in the Company, or such other Company securities, in each case as the Managing Member may establish in its sole discretion in accordance with the terms hereof. As of the date hereof, the Units are comprised of one Class: “Class A Units”.

  • Formation of Limited Partnership (a) The Partnership is formed as a limited partnership pursuant to the Certificate and this Agreement. The Partners agree that their rights, duties and liabilities will be as provided in the Delaware Act, except as otherwise provided in this Agreement. The General Partner will cause the Certificate to be executed and filed in accordance with the Delaware Act and will cause to be executed and filed with applicable governmental authorities any other instruments, documents and certificates that the General Partner concludes may from time to time be required by the laws of the United States of America, the State of Delaware or any other jurisdiction in which the General Partner determines that the Partnership should do business, or any political subdivision or agency of any such jurisdiction, or that the General Partner determines is necessary or appropriate to effectuate, implement and continue the valid existence and business of the Partnership.

  • Limited Liability Company Agreement The Member hereby states that except as otherwise provided by the Act or the Certificate of Formation, the Company shall be operated subject to the terms and conditions of this Agreement.

  • Limited Liability Company Existence (a) During the term of this Agreement, the Depositor will keep in full force and effect its existence, rights and franchises as a limited liability company under the laws of the jurisdiction of its formation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Basic Documents and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated hereby. In addition, all transactions and dealings between the Depositor and its Affiliates will be conducted on an arm’s-length basis.

  • Certificate of Limited Liability Company Interest A Member’s limited liability company interest may be evidenced by a certificate of limited liability company interest executed by the Manager or an officer in such form as the Manager may approve; provided that such certificate of limited liability company interest shall not bear a legend that causes such limited liability company interest to constitute a security under Article 8 (including Section 8-103) of the Uniform Commercial Code as enacted and in effect in the State of Delaware, or the corresponding statute of any other applicable jurisdiction.

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