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”.
Limited Liability Company Interests. The limited liability company interests of the Company shall be denominated by Twenty Million (20,000,000) “Shares,” consisting of One Million (1,000,000) “Common Shares” and Nineteen Million (19,000,000) “Investor Shares.” The Sponsor owns all of the Common Shares.
Limited Liability Company Interests. All Common Units issued hereunder shall be certificated.
Limited Liability Company Interests. The Redeemed Member owns its Membership Interest free and clear of any and all liens, claims and encumbrances.
Limited Liability Company Interests. (a) All membership interests in the Company shall be expressed in terms of units with a par value of $0.001 per Unit (each, a “Unit” and collectively, the “Units”), which shall constitute limited liability company interests under the Delaware Act in exchange for contributions of cash or property, the provision of services or such other consideration, as may be determined by the Board of Managers (as defined in Section 9(a)). The Units shall reflect and represent the entire interest of a member in the Company (a “Member”). The Company shall have the authority to issue up to One Hundred Thousand (100,000) Units, all being of the same class (the “Authorized Capital”). Unless and until the Company creates additional classes of limited liability company interests, the Units shall be the only class of limited liability company interests. Each Unit shall rank pari passu with every other Unit and shall entitle its owner to equal rights to any distribution of profits and assets on a winding up, dissolution or liquidation of the Company and to one vote at the meetings of the Members, except for such specific obligations, rights and privileges as set forth in this Agreement.
(b) The name, number of Units owned, and percentage ownership of the Sole Member as of the date of this Agreement is set forth in Schedule 1 attached hereto (the “Unit Holders List”). The Board of Managers shall amend the Unit Holders List from time to time to reflect any change pursuant to this Agreement in any of the foregoing with respect to any Member. The percentage ownership of the Members shall be automatically adjusted from time to time upon the issuance or transfer of Units in accordance with this Agreement, and the Unit Holders List shall be amended accordingly.
(c) The Authorized Capital may at any time be increased or decreased, including, without limitation, the creation of a new class of Units, by a resolution of the Board of Managers.
(d) The Company shall issue certificates to represent all of the Units (the “Certificates”). All Certificates shall be (i) executed by manual or facsimile signature of a duly authorized officer on behalf of the Company, (ii) evidenced by a certificate substantially in the form attached hereto as Annex A and (iii) bear the following restrictive legend (or one to substantially similar effect): “THE UNITS REPRESENTED BY THIS CERTIFICATE ARE SECURITIES GOVERNED BY (I) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE (INCLUDING SECTION 8-102(A)(15) THEREOF) AS IN ...
Limited Liability Company Interests. The limited liability company interests of the Company shall consist of Five Hundred and One Million (501,000,000) “Shares” consisting of 1,000,000 “Common Shares,” all of which shall be owned by the Manager, and Five Hundred Million (500,000,000) Investor Shares (the “Investor Shares”), all of which shall be owned by the Investor Members.
Limited Liability Company Interests. The Seller owns its Membership Interest free and clear of any and all liens, claims and encumbrances.
Limited Liability Company Interests. (a) The limited liability company interests of the Company shall be represented by, and issued in, unit increments (each, a “Unit” and collectively, the “Units”) as set forth on Exhibit A. The Company is hereby authorized to issue an unlimited number of Units to its Members.
(b) Ownership of Units may be evidenced by certificates at the election and approval of the Member. Any certificate issued to a Member need not bear a seal of the Company but shall be signed by manual or facsimile signature of the Member or an officer of the Company on behalf of the Company, certifying the number of Units represented by such certificate. The books reflecting the issuance of any certificates shall be kept by the Secretary of the Company (or the Member in the event no such officer has been appointed). The certificates shall be consecutively numbered and shall be entered in the books of the Company as they are issued and shall exhibit the holder’s name and number of Units. The President, Senior Vice President or Secretary of the Company (or the Member in the event no such officer has been appointed) may determine the conditions upon which a new certificate may be issued in place of a certificate that is alleged to have been lost, stolen or destroyed and may, in his discretion, require the owner (as reflected on the books and records of the Company) of such certificate or its legal representative to satisfy any reasonable requirements, including, without limitation, to give bond, with sufficient surety, to indemnify the Company and any transfer agent and registrar against any and all loss or claims that may arise by reason of the issuance of a new certificate in the place of the one lost, stolen, or destroyed. Each certificate shall bear a legend substantially in the following form: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED OR SOLD, UNLESS IT HAS BEEN REGISTERED UNDER THE SECURITIES ACT OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE (AND, IN SUCH CASE, AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY SHALL HAVE BEEN DELIVERED TO THE COMPANY TO THE EFFECT THAT SUCH OFFER OR SALE IS NOT REQUIRED TO BE REGISTERED UNDER THE SECURITIES ACT). THIS SECURITY IS SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE LIMITED LIABILITY COMPANY AGREEMENT OF THE COMPANY, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES.
(c) The Company shall mainta...
Limited Liability Company Interests. As of the date hereof, the Parent holds all outstanding units (the “Units”) of limited liability company interest in the Company.
Limited Liability Company Interests. The Borrower has neither sold nor pledged any of its limited liability company interests (or any other Equity Interest) to any entity other than Credit Acceptance.
