Interests held by the Managing Sample Clauses

Interests held by the Managing. Member and its Affiliates The Managing Member must purchase a minimum of 5% through the Offering Broker Dalmore Group, LLC Brokerage Fee Up to 1.00% of the purchase price of the Interests from Series Buttonwood 19-3 sold at the Initial Offering of the Series Buttonwood 19-3 Interests (excluding the Series Buttonwood 19-3 Interests acquired by any Person other than Investor Members) Interest Designation No Interest Designation shall be required in connection with the issuance of Series Buttonwood 19-3 Interests Voting Subject to Section 3.5, the Series Buttonwood 19-3 Interests shall entitle the Record Holders thereof to one vote per Interest on any and all matters submitted to the consent or approval of Members generally. No separate vote or consent of the Record Holders of Series Buttonwood 19-3 Interests shall be required for the approval of any matter, except as required by the Delaware Act or except as provided elsewhere in the Agreement. The affirmative vote of the holders of not less than a majority of the Series Buttonwood 19-3 Interests then Outstanding shall be required for: (a) any amendment to the Agreement (including this Series Buttonwood 19-3 Designation) that would adversely change the rights of the Series Buttonwood 19-3 Interests; (b) mergers, consolidations or conversions of Series Buttonwood 19-3 or the Company; and (c) all such other matters as the Managing Member, in its sole discretion, determines shall require the approval of the holders of the Outstanding Series Buttonwood 19-3 Interests voting as a separate class. Notwithstanding the foregoing, the separate approval of the holders of Series Buttonwood 19-3 Interests shall not be required for any of the other matters specified under Section 12.1 Splits There shall be no subdivision of the Series Buttonwood 19-3 Interests other than in accordance with Section 3.7 Sourcing Fee No greater than $30,450, which may be waived by the Managing Member in its sole discretion Other rights Holders of Series Buttonwood 19-3 Interests shall have no conversion, exchange, sinking fund, appraisal rights, no preemptive rights to subscribe for any securities of the Company and no preferential rights to distributions of Series Buttonwood 19-3 Interests Officers There shall initially be no specific officers associated with Series Buttonwood 19-3, although, the Managing Member may appoint Officers of Series Buttonwood 19-3 from time to time, in its sole discretion Aggregate Ownership Limit As stated in Se...
Sample 1Sample 2
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Interests held by the Managing. Member and its Affiliates The Managing Member must purchase a minimum of 0.5% and may purchase additional #MBAPPEORANGECHROME9.5 Interests (including in excess of 10%), in its sole discretion, through the Offering. Broker Dalmore Group, LLC, a New York limited liability company. Brokerage Fee Up to 1.00% of the gross proceeds of the Interests from #MBAPPEORANGECHROME9.5 sold at the Initial Offering of the #MBAPPEORANGECHROME9.5 Interests (excluding the #MBAPPEORANGECHROME9.5 Interests acquired by any Person other than Investor Members).
Sample 1
Interests held by the Managing. Member On the date hereof, Series Golden Dahlia 02 hereby grants to the Managing Member a single Series Golden Dahlia 02 Interest, which Interest shall be considered issued and outstanding as of the date hereof but may not be recorded in the books of the Company until the closing of the Initial Offering of Series Golden Dahlia 02 Interests. Consideration for such initial issuance shall be paid after the date hereof but prior to the closing of the Initial Offering. Broker Dalmore Group, LLC. Brokerage Fee 1% of the purchase price of the Series Golden Dahlia 02 Interests sold in the Initial Offering of the Series Golden Dahlia 02 Interests. Other Rights Holders of Series Golden Dahlia 02 Interests shall have no conversion, voting, exchange, sinking fund, redemption or appraisal rights, no preemptive rights to subscribe for any securities of the Company and no preferential rights to distributions of Series Golden Dahlia 02 Interests. Officers There shall initially be no specific officers associated with Series Golden Dahlia 02, although the Managing Member may appoint officers of Series Golden Dahlia 02 from time to time, in its sole discretion. Minimum Interests One (1) Interest per Member. Managing Member Interests The Managing Member may purchase up to 25.00% of Series Golden Dahlia 02 Interests at the closing of the Initial Offering, although such amount may be waived or modified by the Managing Member in its sole discretion.
Sample 1
Interests held by the Managing. Member and its Affiliates The Managing Member must purchase a minimum of 0.5% and may purchase additional #ACUNAGOLD9.5 Interests (including in excess of 10%), in its sole discretion, through the Offering. Broker Dalmore Group, LLC, a New York limited liability company. Brokerage Fee Up to 1.00% of the gross proceeds of the Interests from #ACUNAGOLD9.5 sold at the Initial Offering of the #ACUNAGOLD9.5 Interests (excluding the #ACUNAGOLD9.5 Interests acquired by any Person other than Investor Members). Other rights Holders of #ACUNAGOLD9.5 Interests shall have no conversion, exchange, sinking fund, redemption or appraisal rights, no preemptive rights to subscribe for any securities of the Company and no preferential rights to distributions of #ACUNAGOLD9.5 Interests. Officers There shall initially be no specific officers associated with #ACUNAGOLD9.5, although, the Managing Member may appoint Officers of #ACUNAGOLD9.5 from time to time, in its sole discretion. Aggregate Ownership Limit As stated in Section 1.1. Minimum Interests One (1) Interest per Member. Schedule 1 Asset Description Overview and authentication: ● Prospect Autographs with the “1st Bxxxxx” designation are considered to be the premier modern baseball rookie card, consistently fetching the highest recorded sale prices, with Mxxx Xxxxx’x 1st Bxxxxx Superfractor 1/1 selling for $3.94 Million in August of 2020. ● Next to the Superfractor (#/1), Red (#/5), and Orange (#/25), the Gold Refractor (#/50) is the most sought after variation of Rxxxxx Xxxxx’x rookie card. ● Graded a 9.5 with a 10 autograph by Bxxxxxx, this Gold Refractor (#/50) is a POP 34 with 8 cards receiving a BGS 10 out of 45 total submissions. ● A Red (#/5) Rxxxxx Xxxxx Xxxxxx BGS 9.5 sold for $236,160 in 9/20. ● WorthPoint tracks the average of the 3 most recent sales of Rxxxxx Xxxxx Gold Bxxxxx graded 9.5 (9-10/20) as $16,433. From 10/20-1/21 CardLadder tracks Rxxxxx Xxxxx Base Bxxxxx graded 9.5 as rising from an average of $1,900 to $2,400 (a 26% increase over that time). Notable Defects: There are none.
Sample 1

Related to Interests held by the Managing

  • Notes Held by the Company, etc Whenever the consent or approval of Holders of a specified percentage of principal amount of Notes or New Notes is required hereunder, Notes or New Notes, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Notes or New Notes if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Notes or New Notes) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the Initial Purchasers. Very truly yours, Kansas City Southern de México, S.A. de C.V. By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Attorney-in-fact [Signature page to KCSM Registration Rights Agreement] The foregoing Agreement is hereby confirmed and accepted as of the date first above written. X.X. Xxxxxx Securities LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxx Xxxxxxx & Co. LLC Acting severally on behalf of themselves and the several Initial Purchasers. By: X.X. Xxxxxx Securities LLC By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Executive Director By: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated By: /s/ Xxx Xxxxxxxx Name: Xxx Xxxxxxxx Title: Managing Director By: Xxxxxx Xxxxxxx & Co. LLC By: /s/ Yurij Slyz Name: Yurij Slyz Title: Executive Director ANNEX A Each broker-dealer that receives new securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities received in exchange for securities where such securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The company has agreed that, starting on the expiration date and ending on the close of business 180 days after the expiration date, it will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution”. ANNEX B Each broker-dealer that receives new securities for its own account in exchange for securities, where such securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securities. See “Plan of Distribution”. ANNEX C

  • Securities Held by the Company Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.

  • Securities Held by the Company, etc Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the several Initial Purchasers. Very truly yours, Citizens Communications Company By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Chief Financial Officer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC X.X. Xxxxxx Securities Inc. By: Citigroup Global Markets Inc. By: /s/ Xxxx X. XxxXxxxxx Name: Xxxx X. XxxXxxxxx Title: Managing Director For themselves and the other several Initial Purchasers named in Schedule I to the Purchase Agreement. ANNEX A Each broker-dealer that receives new securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities received in exchange for securities where such securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the expiration date and ending on the close of business one year after the expiration date, it will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution”. ANNEX B Each broker-dealer that receives new securities for its own account in exchange for securities, where such securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securities. See “Plan of Distribution”. ANNEX C

  • NOTES HELD BY THE COMPANY OR ITS AFFILIATES Without limiting the generality of Section 2.18, in determining whether the Holders of the required aggregate principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Company or any of its Affiliates will be deemed not to be outstanding; provided, however, that, for purposes of determining whether the Trustee is protected in relying on any such direction, waiver or consent, only Notes that a Responsible Officer of the Trustee knows are so owned will be so disregarded.

  • Penalty With Respect to Securities Repurchased by the Manager If pursuant to the provisions of Section 5.1 hereof and prior to the termination of the Manager’s authority to cover any short position incurred under the applicable AAU or such other date as the Manager may specify in a Wire, either: (a) the Manager purchases or contracts to purchase for the account of any Underwriter in the open market or otherwise any Securities which were retained by, or released to, you for direct sale or any Securities sold pursuant to Section 3.4 hereof for which you received a portion of the Selling Concession set forth in the applicable AAU, or any Securities which may have been issued on transfer or in exchange for such Securities, and which Securities were therefore not effectively placed for investment, or (b) if the Manager has advised you by Wire that trading in the Securities will be reported to the Manager pursuant to the “Initial Public Offering Tracking System” of The Depository Trust Company (“DTC”) and the Manager determines, based on notices from DTC, that your customers sold a number or amount of Securities during any day that exceeds the number or amount previously notified to you by Wire, then you authorize the Manager either to charge your account with an amount equal to such portion of the Selling Concession set forth in the applicable AAU received by you with respect to such Securities or, in the case of clause (b), such Securities as exceed the number or amount specified in such Wire, or to require you to repurchase such Securities or, in the case of clause (b), such Securities as exceed the number or amount specified in such Wire, at a price equal to the total cost of such purchase, including transfer taxes, accrued interest, dividends, and commissions, if any.

  • Notes Held by Company, Etc Solely for the purpose of determining whether the holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Agreement or the Notes, or have directed the taking of any action provided herein or in the Notes to be taken upon the direction of the holders of a specified percentage of the aggregate principal amount of Notes then outstanding, Notes directly or indirectly owned by the Company or any of its Affiliates shall be deemed not to be outstanding.

  • Beneficial Ownership of Other Securities of the Company Owned by the Selling Securityholder Except as set forth below in this Item 5, the undersigned is not the beneficial or registered owner of any securities of the Company other than the Registrable Securities listed above in Item 3.

  • EXPENSES BORNE BY THE MANAGER The Manager will pay:

  • Shares Held by the Company and its Affiliates Whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, Registrable Securities held by the Company or its Affiliates (other than any Holder or transferees or successors or assigns thereof if such Holder is deemed to be an Affiliate solely by reason of its holdings of such Registrable Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.

  • Securities Held by the Company or Its Affiliates Whenever the consent or approval of Holders of a specified percentage of Securities is required hereunder, Securities held by the Company or its affiliates (as such term is defined in Rule 405 under the Securities Act) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.

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