LLC Interests Sample Clauses

LLC Interests. Against delivery of the Closing Date Payment, Seller shall sell, assign, transfer and deliver to Purchaser all of its rights, title and interests in and to 100% of the LLC Interests free and clear of all Liens. In furtherance thereof, Seller shall deliver and surrender to Purchaser at the Closing the following: (a) an assignment or other instrument of transfer conveying and setting over the LLC Interests to Purchaser, in form and substance reasonably acceptable to both Parties (including, if the LLC Interests are certificated, all certificates representing the issued and outstanding LLC Interests, accompanied by appropriate transfer powers duly endorsed); and (b) a certificate of formation and good standing, certified by the Secretary of State of the State of California.

LLC Interests. The Company shall be authorized to issue two classes of limited liability company interests to the Members: Trust Interests and Allocation Interests as provided in Sections 3.1(a) and (b).

LLC Interests. Pledgor will not: (a) permit any Pledged Company that is a limited liability company to issue any certificate or other instrument to evidence any of Pledgor’s limited liability company interests in such Pledged Company; (b) permit the limited liability company interest in any such Pledged Company to be dealt in or traded on any securities exchange or in securities markets; or (c) allow the operating agreement of any such Pledged Company to provide that any limited liability company interest in any such Pledged Company shall be a security governed by Article 8 of the Uniform Commercial Code.

LLC Interests. The Pledgor owns 100% of the equity interest in TPI and has provided to GE a true, correct and complete copy of the LLC Agreement as in effect on the date hereof.

LLC Interests. The Company shall be authorized to issue one class of limited liability company interests (the “LLC Interests”) in an aggregate amount of up to five hundred million (500,000,000) of such LLC Interests. The aggregate number of LLC Interests that are authorized may be increased, from time to time, by an amendment of this Amended Agreement upon the adoption of a resolution by the affirmative vote of at least a majority of the Entire Board of Directors declaring such amendment to be advisable and the approval of such amendment by the affirmative vote of the holders of a majority of the LLC Interests present in person or represented by proxy at the meeting of the Members.

LLC Interests. (a) Interests in the Company shall be represented by LLC Interests, or such other securities of the Company, in each case as the Manager may create in its discretion in accordance with the terms and subject to the restrictions hereof. At the Effective Date, the LLC Interests will be comprised of a single class of Common LLC Interests. (b) Subject to Section 3.04(a), the Manager may (i) issue additional Common LLC Interests at any time in its sole discretion and (ii) create one or more classes or series of LLC Interests solely to the extent such new class or series of LLC Interests are substantially economically equivalent to a class or series of stock of the Corporation; provided, that as long as there are any Members (other than the Corporation and its Subsidiaries) (i) no such new class or series of LLC Interests may deprive such Members of, or dilute or reduce, the allocations and distributions they would have received, and the other rights and benefits to which they would have been entitled, in respect of their LLC Interests if such new class or series of LLC Interests had not been created and (ii) no such new class or series of LLC Interests may be issued, in each case, except to the extent (and solely to the extent) the Company actually receives cash in an aggregate amount, or other property with a Fair Market Value in an aggregate amount, equal to the aggregate distributions that would be made in respect of such new class or series of LLC Interests if the Company were liquidated immediately after the issuance of such new class or series of LLC Interests. When any such other LLC Interests or other Equity Securities are authorized and issued, the Schedule of Members and this Agreement shall be amended by the Manager without the consent of any Member or any other Person to reflect such additional issuances. (c) Subject to Sections 14.03(b) and Section 14.03(c), the Manager may amend this Agreement, without the consent of any Member or any other Person, in connection with the creation and issuance of such classes or series of LLC Interests, pursuant to Sections 3.02(b) or 3.04(b).

LLC Interests. (a) The LLC Interests identified on Schedule I comprise 100% of the authorized, issued and outstanding Capital Stock of the Borrower; such LLC Interests are duly authorized, validly existing, fully paid and non-assessable; and no transfer of those LLC Interests in the manner contemplated by this Agreement is subject to any contractual restriction, including any restriction under the limited liability company agreement of the Pledgor or the Operating Agreement. (b) The LLC Interests are “certificated securities” as such term is defined in Article 8 of the UCC.

LLC Interests. The Pledgor will not: (a) permit any Pledged Company that is a limited liability company to issue any certificate or other instrument to evidence the Pledgor’s limited liability company interests in such Pledged Company; (b) permit any of the limited liability company interests in any such Pledged Company to be dealt in or traded on any securities exchange or in securities markets; and Global Water Holdings, Inc. Pledge and Security Agreement (c) allow the operating agreement of any such Pledged Company to provide that any limited liability company interest in any such Pledged Company shall be a security governed by Article 8 of the Uniform Commercial Code.

LLC Interests. Between the date of this Agreement and the Closing, (a) the LLC will take no action to issue any rights or interests in addition to or different from the interests in the LLC shown in the records set forth on Schedule 3.3(c), (b) the LLC will take no action that will cause the interests in the LLC set forth on Schedule 3.3(c) to be revoked, repurchased, rescinded, terminated, liquidated, transferred, amended or modified in any manner and (c) no Stockholder will sell, assign, pledge or otherwise transfer or restrict such Stockholder's interests in the LLC without the prior written consent of AMG. At the Closing, the LLC shall issue the interests and rights therein set forth in the Restated LLC Agreement to the Members (as defined in the Restated LLC Agreement) and shall take such actions as may be reasonably directed by AMG in connection therewith.