Exchange of Membership Units Sample Clauses

Exchange of Membership Units. The Stockholders may exchange their Membership Units for shares of Class A Common Stock as provided in the Operating Agreement, and each Stockholder agrees to vote its Shares in such a manner as to give full effect to such exchange rights.
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Exchange of Membership Units. A holder of Membership Units (other than the Management Company) may, at its option, exchange, at any time and from time to time, any or all of its Membership Units for validly issued, fully paid and non-assessable shares of Class A Common Stock pursuant to the terms of this Article 15 and the Management Company Certificate. The number of shares of Class A Common Stock obtained from the exchange of the Membership Units shall be determined by multiplying the number of Membership Units to be exchanged by the Membership Unit Exchange Rate then in effect. Such right shall be exercised by the holder of the Membership Units to be exchanged by surrendering the certificate representing the Membership Units to be exchanged to the Management Company, during normal business hours at the principal offices of the Management Company, accompanied by a written notice from the holder stating that the Membership Units are being presented for exchange. Upon exercise of such exchange right, the Management Company shall issue the appropriate number of shares of Class A Common Stock to the holder of the Membership Units being exchanged and, shall be named as the record holder of the Membership Unit exchanged on the books of the Operating Company. The “Membership Unit Exchange Rate” shall be initially set at one (1). In the event there is any stock split, distribution, dividend, combination (as set forth in Articles 5.13 and 5.14 of the Management Company Certificate) or similar transaction related to the Class A Common Stock in which there is not an identical combination or split or similar transaction related to the Membership Units, the Membership Unit Exchange Rate in effect immediately after such event shall be equal to the Membership Unit Exchange Rate in effect immediately before such event multiplied by (a) the number of shares of Class A Common Stock outstanding immediately after such event, and divided by (b) the number of shares of Class A Common Stock outstanding immediately before such event. In the event there is any split, combination or other similar transaction related to the Membership Units in which there is not an identical stock split, distribution, dividend, combination or similar transaction related to the Class A Common Stock, the Membership Unit Exchange Rate in effect immediately after such event shall be equal to the Membership Unit Exchange Rate in effect before such event multiplied by (a) the number of Membership Units outstanding immediately before...
Sample 1
Exchange of Membership Units. (a) Subject to Section 8.7(b), any Member other than TI (a “Non-TI Member”) shall have the right to exchange its Membership Units for Class A Common Stock in accordance with the Amended and Restated Articles of Incorporation (the “Exchange Rights”). To exercise its Exchange Rights, a Non-TI Member shall deliver to TI a Notice of Exchange and shall comply with the requirements for exercising the Exchange Rights set forth in the Amended and Restated Articles of Incorporation. (b) For a period of six (6) years following the IPO Date, a Non-TI Member shall not be permitted to exercise its Exchange Rights with respect to any or all of the Membership Units that are Beneficially Owned by such Non-TI Member on the later of (A) the IPO Date or (B) the date of the last exercise by the underwriters of their option to purchase additional shares with respect to the initial public offering of Class A Common Stock on Form S-1 (such Membership Units, the “IPO Units”), except as follows: (i) beginning on the one year anniversary of the IPO Date, each Non-TI Member may exchange up to 20% of its IPO Units during each one-year period ending on the second, third, fourth, fifth and sixth year anniversary of the IPO Date; if during any such one-year period a Non-TI Member exchanges less than 20% of its IPO Units, the remaining unexchanged portion may not be exchanged in any subsequent one-year period (as used herein, “IPO Units” shall be as adjusted for any subdivisions or combinations as contemplated in Section 8.3 hereof); (ii) each Non-TI Member may exchange any or all of the IPO Units that are Beneficially Owned by such Member if such exchange is approved by the unanimous vote of the independent members of the Board; or (iii) if TI engages in a merger, share exchange, consolidation, division or capital reorganization or reclassification of its capital stock or the sale of all or substantially all of its assets to another Person, then immediately prior to such event, unless prohibited by the unanimous vote of the independent members of the Board, each Non-TI Member may exchange any or all of the IPO Units that are Beneficially Owned by such Member. (c) If TI engages in a merger, share exchange, consolidation, division or capital reorganization or reclassification of its capital stock or the sale of all or substantially all of its assets to another Person, then upon or immediately prior to such event, upon the determination and approval of the unanimous vote of all the members...
Sample 1
Exchange of Membership Units. Subject to the terms and conditions of this Agreement, each Member hereby agrees to assign, transfer and deliver to the Company prior to or at the Closing the number of Exchange Units listed opposite that Member’s name in column 2 of Exhibit A to this Agreement in exchange for the issue and delivery by the Company at the Closing of the number of fully paid and non-assessable Company Units listed opposite the name of the Member in column 3 of Exhibit A. The Exchange Units to be transferred to the Company pursuant to this Agreement shall be transferred cum distribution with respect to any distributions payable to members of record at any record date prior to the Closing. All taxes, if any, levied with respect to the transfer of the Exchange Units and the issue of the Company Units pursuant to this Agreement shall be paid by the Company.
Sample 1
Exchange of Membership Units. (a) At the Closing (as defined in Section 1.2), subject to the terms and conditions set forth herein, the Selling Members shall sell, convey, assign, and transfer to the Buyer, and the Buyer shall purchase, acquire and accept from the Selling Members, all of the membership interests of the Company (the “Membership Units”). (b) As consideration for the purchase of the Membership Units, the Buyer shall issue to the Selling Members, as set forth on Exhibit A attached hereto, an aggregate of ninety one million six hundred nineteen thousand one hundred seventy (91,619,170) shares of the Buyer’s common stock, at a ratio of 87.29442983 shares for each Membership Unit, and an aggregate of two million eight hundred fifty seven thousand six hundred eighty five (2,857,685) shares of Series A Convertible Preferred Stock of the Buyer (the “Exchange Shares”). (c) The Selling Members will sell, convey, assign, and transfer the Membership Units to Buyer. The Membership Units transferred to Buyer at the Closing shall constitute one hundred percent (100%) of the issued and outstanding equity interests of the Company. (d) As consideration for its acquisition of the Membership Units, Buyer shall issue the Exchange Shares to the Selling Members by delivering a stock certificate to each Selling Member registered in the name of the Selling Member, or the Selling Member’s nominees, evidencing the Exchange Shares (the “Exchange Shares Certificate”). (e) For federal income tax purposes, the Exchange is intended to constitute a tax-free “reorganization” within the meaning of Section 368 of the Code, and the Parties shall report the transactions contemplated by this Agreement consistent with such intent and shall take no position in any tax filing or legal proceeding inconsistent therewith. The Parties to this Agreement hereby adopt this Agreement as a “plan of reorganization” within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations. None of Buyer, the Company, or the Selling Member has taken or failed to take, and after the Effective Date, Buyer shall not take or fail to take, any action which reasonably could be expected to cause the Exchange to fail to qualify as a “reorganization” within the meaning of Section 368(a) of the Code.
Sample 1
Exchange of Membership Units. Excluding the Management Company, a holder of Membership Units may, at its option, exchange, at any time and from time to time, any or all of its Membership Units for validly issued, fully paid and non-assessable shares of Class A Common Stock pursuant to the terms of this Article 15 and the Management Company Certificate. The number of shares of Class A Common Stock obtained from the exchange of the Membership Units shall be determined by multiplying the number of Membership Units to be exchanged by the Membership Unit Exchange Rate then in effect. Such right shall be exercised by the holder of the Membership Units to be exchanged by surrendering the certificate(s) representing the Membership Units to be exchanged to the Management Company, during normal business hours at the principal offices of the Management Company, accompanied by a written notice from the holder stating that the Membership Units are being presented for
Sample 1

Related to Exchange of Membership Units

  • 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.

  • 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.

  • 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.

  • Partnership Units Each Partner shall own Partnership Units in the amounts set forth for such Partner in Exhibit A and shall have a Percentage Interest in the Partnership as set forth in Exhibit A, which Percentage Interest shall be adjusted in Exhibit A from time to time by the General Partner to the extent necessary to reflect accurately redemptions, additional Capital Contributions, the issuance of additional Partnership Units or similar events having an effect on the number of Partnership Units held by, and the Percentage Interest of, any Partner. Each Partnership Unit shall entitle the holder thereof to one vote on all matters on which the Partners (or any portion of the Partners) are entitled to vote under this Agreement.

  • 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.

  • Purchase or Sale of Partnership Interests The General Partner may cause the Partnership to purchase or otherwise acquire Partnership Interests or Derivative Partnership Interests. As long as Partnership Interests are held by any Group Member, such Partnership Interests shall not be considered Outstanding for any purpose, except as otherwise provided herein. The General Partner or any Affiliate of the General Partner may also purchase or otherwise acquire and sell or otherwise dispose of Partnership Interests for its own account, subject to the provisions of Articles IV and X.

  • Purchase and Sale of Membership Interests Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Sellers shall sell to Purchaser, and Purchaser shall purchase and accept from Sellers, the Membership Interests, free and clear of all Liens (other than restrictions arising under applicable securities Laws or Gaming Laws).

  • 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.

  • Transfers of Membership Interests 8.1. A Member may withdraw from the Company at any time by giving Notice of withdrawal to the Manager at least 180 calendar days before the effective date of withdrawal. Withdrawal will not release a Member from any obligations and liabilities under this Agreement accrued or incurred before the effective date of withdrawal. A withdrawing Member will divest the Member’s entire Membership Interest before the effective date of withdrawal in accordance with and subject to the provisions of this Article VIII. 8.2. Except as expressly provided in this Agreement, a Member will not Transfer any part of the Member’s Membership Interest in the Company, whether now owned or later acquired, unless: (a) the other Members unanimously approve the transferee’s admission to the Company as a Member on that Transfer; and (b) the Membership Interest to be Transferred, when added to the total of all other Membership Interests Transferred in the preceding 12 months, will not cause the termination of the Company under the Code. No Member may Encumber or permit or suffer any Encumbrance of all or any part of the Member’s Membership Interest in the Company unless the Encumbrance has been approved in writing by the Manager. Approval may be granted or withheld in the Manager’s sole discretion. Any Transfer or Encumbrance of a Membership Interest without that approval will be void. Notwithstanding any other provision of this Agreement to the contrary, a Member who is a natural person may Transfer all or any portion of his or her Membership Interest to any revocable trust created for the benefit of the Member, or any combination between or among the Member, the Member’s spouse, and the Member’s issue, provided that the Member retains a beneficial interest in the trust and all of the Voting Interest included in the Membership Interest. A Transfer of a Member’s beneficial interest in the trust, or failure to retain the Voting Interest, will be deemed a Transfer of a Membership Interest. 8.3. If a Member wishes to Transfer any or all of the Member’s Membership Interest in the Company under a Bona Fide Offer (as defined below), the Member will give Notice to the Manager at least 30 days in advance of the proposed sale or Transfer, indicating the terms of the Bona Fide Offer and the identity of the offeror. The Company and the other Members will have the option to purchase the Membership Interest proposed to be transferred at the price and on the terms provided in this Agreement. If the price for the Membership Interest is other than cash, the fair value in dollars of the price will be as established in good faith by the Company. For purposes of this Agreement, “Bona Fide Offer” means an offer in writing setting forth all relevant terms and conditions of purchase from an offeror who is ready, willing, and able to consummate the purchase and who is not an Affiliate of the selling Member. For 30 days after the Notice is given, the Company will have the right to purchase the Membership Interest offered, on the terms stated in the Notice, for the lesser of: (a) the price stated in the Notice (or the price plus the dollar value of noncash consideration, as the case may be); and (b) the price determined under the appraisal procedures set forth in Section 8.8. If the Company does not exercise the right to purchase all of the Membership Interest, then, with respect to the portion of the Membership Interest that the Company does not elect to purchase, that right will be given to the other Members for an additional 30-day period, beginning on the day that the Company’s right to purchase expires. Each of the other Members will have the right to purchase, on the same terms, a part of the interest of the offering Member in the proportion that the Member’s Percentage Interest bears to the total Percentage Interests of all of the Members who choose to participate in the purchase; provided, however, that the Company and the participating Members may not, in the aggregate, purchase less than the entire interest to be sold by the offering Member. If the Company and the other Members do not exercise their rights to purchase all of the Membership Interest, the offering Member may, within 90 days from the date the Notice is given and on the terms and conditions stated in the Notice, sell or exchange that Membership Interest to the offeror named in the Notice. Unless the requirements of Section 8.2 are met, the offeror under this Section 8.3 will become an Assignee, and will be entitled to receive only the share of Profits or other compensation and the return of Capital Contribution to which the assigning Member would have been entitled.

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