Issuance of Membership Interests. When issued in compliance with the provisions of this Subscription Agreement and the Charter and Operating Agreement of the Company, and upon payment of the Individual Subscription Capital as described herein, the Membership Interests will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances other than liens and encumbrances created by or imposed upon the Initial Subscribers; provided, however, that the Membership Interests may be subject to restrictions on transfer under state and/or federal securities laws, the Charter or the Operating Agreement of the Company.
Issuance of Membership Interests. (a) No Membership Interests or other equity interests shall be issued in respect of any Additional Capital Contribution until such Additional Capital Contribution is actually made. All Membership Interests in respect of the Initial Capital Contributions are hereby duly issued on the date of this Agreement and no additional Membership Interests shall be issued by the Company after the date of this Agreement in respect of any Initial Capital Contributions.
(b) Subject to Sections 3.07 and 4.10(a), the Board may authorize the Company to issue additional Membership Interests and/or create and issue new series, types or classes of equity interests in the Company with such voting powers, full or limited, or no voting powers, and such designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof as the Board may determine and authorize, obligations, evidences of indebtedness or other securities or interests of the Company convertible or exchangeable into Membership Interests or other equity interests in the Company and warrants, options or other rights to purchase or otherwise acquire Membership Interests or other equity interests in the Company, in each case to any Person in such amounts and on such terms as so approved by the Board; provided that any such issuance will be made only in exchange for payment of fair market value for such interest, as determined in the reasonable good faith judgment of the Board, and provided, further, that an issuance of equity interests in the Company, such as warrants or rights to acquire Membership Interests, on customary commercial terms in connection with a bona fide debt financing or other commercial arrangement need not comply with the requirement set forth in the immediately preceding proviso so long as such arrangement as a whole has been approved by the Board. The Company may issue whole or fractional Membership Interests or other equity interests in the Company. In the event the Company issues any equity interests other than Membership Interests, this Agreement will be appropriately amended to reflect the terms of such other equity interests and the issuance thereof.
Issuance of Membership Interests. Issue or sell, permit to be issued or sold, or otherwise consent to the transfer of, any additional membership interests or any interests convertible into or exercisable for any such additional membership interests, other than membership interests issued by a Permitted Subsidiary upon its formation.
Issuance of Membership Interests. On the Effective Date, the Company issued Membership Interests to the Initial Members in exchange for the receipt of the properties identified in those agreements, including, without limitation, the merger agreements and transfer documents referenced in the Order, pursuant to which the Company was capitalized (“Contribution Agreements”). The initial Capital Account (see 7.2) for each Initial Member was deemed to be equal to the agreed upon value of the Membership Interests issued to each Member on the Effective Date. The number of Units or Preferred Units of each class issued to the Initial Members was pursuant to the Order and the Contribution Agreements. Each of the Initial Members was automatically and without any further act admitted as a Member of the Company on the Effective Date.
Issuance of Membership Interests. (a) As of the date of this Agreement, the number and type of Units owned by each Member is as set forth on Exhibit B.
(b) No Member shall have any obligation to the Company, to any other Member or to any creditor of the Company to make any additional capital contributions to the Company, and no Member in its capacity as such shall be liable for the debts, obligations or liabilities of the Company.
Issuance of Membership Interests. (i) Effective as of the Effective Date, CFS owns Membership Interests representing 100% of the Percentage Interest.
(ii) On the CHS Closing Date, immediately upon the Company’s receipt of the CHS Capital Contribution (i) the Company shall issue Membership Interests to CHS or one of its Affiliates (in which case such Affiliate shall become a Member under this Agreement in accordance with a Group Member Transfer in accordance with Section 10.2 and Section 10.5), representing the Percentage Interest set forth opposite its name in the second column on Schedule A and (ii) the Percentage Interest of CFS shall be adjusted such that it shall equal the number opposite its name in the second column on Schedule A.
Issuance of Membership Interests. In consideration for the contributions to the Company by the ACS Contributing Group, the ACS Member shall receive at Closing a membership interest in the Company as set forth in, and in accordance with the terms of, the Operating Agreement. In consideration for the contributions to the Company by the GCI Contributing Group, the GCI Member shall receive at Closing a membership interest in the Company as set forth in, and in accordance with the terms of, the Operating Agreement.
Issuance of Membership Interests. (i) The authorization or issuance of any Membership Interests in, or the admission of any Members to, the Company (other than with respect to Xxxxx, Xxxxxxx Sub, a Parent Entity or their respective permitted transferees in accordance with Section 8.2) or (ii) any merger, consolidation or similar business transaction that would require the issuance of interests in the Company to Persons other than Members or any of their respective wholly-owned subsidiaries; provided that this Section 4.1(f) shall not be deemed to extend to any Member's sale, grant, assignment or transfer of any of its rights to receive allocations or distributions under this Operating Agreement, but such sale, grant, assignment or transfer shall not constitute the recipient of such economic rights a Member.
Issuance of Membership Interests. 12.1 The Managing Member may admit new Members upon receipt of adequate capital contribution and the Company shall accept such capital contribution and other consideration in exchange for existing or additional Membership Units as the Managing Member reasonably determines is appropriate and acceptable. The Managing Member shall provide thirty (30) days advance written notice to all Members of any transaction for the purpose of admitting one or more New Members. A new Member shall be admitted by the issuance by the Company of a Membership interest that is subject to the terms and conditions of this Amended Agreement. Any newly admitted member, prior to admission, shall consent in writing and agree to the terms of this Amended Agreement.
Issuance of Membership Interests. In exchange for the BHOO Contribution and the XX XxxXx Contribution, the Company shall issue as provided in Section 2.17, Membership Interests to BHOO and Membership Interests to XX XxxXx. In exchange for the JV Investor Second Membership Acquisition Contribution and the other applicable Structuring Transactions, the Company shall issue to Investor JV, as provided in Section 2.17, Membership Interests. In exchange for the Allied Newco Contribution, the Company shall issue to Partner, as provided in Section 2.17, Membership Interests (the “Allied NewCo Membership Interests”).
