Issuance of Interests. The Fund reserves the right to issue, transfer or sell Interests at net asset values (a) in connection with the merger or consolidation of the Fund with any other investment company or the acquisition by the Fund of all or substantially all of the assets or of the outstanding interests of any other investment company; (b) in connection with a pro rata distribution directly to the holders of Interests in the nature of a stock dividend or split; (c) upon the exercise of subscription rights granted to the holders of Interests on a pro rata basis; (d) in connection with the issuance of Interests pursuant to any exchange and reinvestment privileges described in the Prospectus or the LLC Agreement; and (e) otherwise in accordance with the Prospectus.
Issuance of Interests. (a) Subject to Section 5.3(b), the General Partner, in its discretion, may from time to time without vote of the Partners issue Interests of any class or any series of any such class to such Person or Persons and for such amount and type of consideration, including cash or property, at such time or times, and on such terms as the General Partner with the approval of the Directors may determine, and may in such manner acquire other assets (including the acquisition of assets subject to, and in connection with the assumption of, liabilities) and businesses.
Issuance of Interests. The Trustees in their discretion may, from time to time, without vote of the Holders, issue Interests, in addition to the then issued and outstanding Interests, to such party or parties and for such amount and type of consideration, subject to applicable law, including cash or securities, at such time or times and on such terms as the Trustees may deem appropriate, and may in such manner acquire other assets (including the acquisition of assets subject to, and in connection with, the assumption of liabilities) and businesses.
Issuance of Interests. Except pursuant to a transfer permitted by Section 8.1 or Section 8.2, the authorization or issuance of any interests in, or the admission of any members to, the Company or HoldCo Sub, other than BAM and CCIC Member, including, without limitation, the authorization or issuance of any additional interests in the Company to BAM or CCIC Member beyond those interests authorized and issued in connection with the formation of the Company.
Issuance of Interests. The Company hereby issues and awards to the Participant, and the Participant hereby accepts such issuance and award from the Company, effective as of the Issue Date, the number of Interests set forth on Schedule A annexed hereto, in exchange for the services performed by the Participant.
Issuance of Interests. The Members shall have been issued the Ownership Interest.
Issuance of Interests. Subject to the terms of this Agreement, the Shareholders’ Agreement and the Investors Agreement, the General Partner may issue Interests hereunder on such terms as it sees fit and any such issuance and the consequent admission of any new Limited Partners shall not require the consent of any Limited Partner.
Issuance of Interests. The Trustees are authorized subject to applicable provisions of the Delaware Act and the 1940 Act:
(a) from time to time to issue or authorize the issuance of Interests and to fix the price or the minimum price or the consideration (in cash and/or such other property, real or personal, tangible or intangible, as from time to time they may determine) or minimum consideration for such Interests, all without action or approval of the Interestholders. Interests so issued shall be validly issued, fully paid and nonassessable;
(b) to issue Interests pro rata to the Interestholders of a Series at any time for no consideration as a dividend, except to the extent otherwise required or permitted by the preferences and special or relative rights and privileges of any classes of Interests of that Series, and any dividend to the Interestholders of a particular class of Interests shall be made to such Interestholders pro rata in proportion to the relative Percentage Interests of such class held by each of them, notwithstanding anything herein to the contrary;
(c) to classify or re-classify any unissued Interests or Interests previously issued and reacquired of any Series or class thereof into one or more Series or classes thereof that may be established and designated from time to time; and
(d) to hold and re-issue for such consideration and on such terms as they may determine, or cancel, in their discretion from time to time, any Interests of any Series or class thereof reacquired by the Trust.
Issuance of Interests. Upon conversion of the Convertible Note in accordance with the terms of the Agreement, the Company shall provide MGM with an Officer’s Certificate to the effect that (i) the Conversion Interests shall be duly and validly issued and outstanding, fully paid and non-assessable, free and clear of any Taxes, Liens and charges with respect to issuance and shall not be subject to preemptive rights or similar rights of any other members of the Company; (ii) assuming the representations and warranties of MGM herein are true and correct in all material respects, each of the Securities will have been issued in compliance with all applicable U.S. federal and state securities laws; and (iii) the Company further acknowledges that its obligation to issue Conversion Interests upon conversion of the Convertible Note is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other members of the Company.
Issuance of Interests. Except pursuant to a transfer permitted --------------------- by Section 9.1 or Section 9.2, HoldCo shall not authorize or issue any interests in, or admit any members to, HoldCo, other than BAM and Bidder Member. HoldCo Sub shall not authorize or issue any interests in, or admit any members to, HoldCo, other than HoldCo.
