LLC Membership Interests. The membership interests of the Company immediately prior to the Effective Time shall continue unchanged as a result of the Merger as the membership interests of the Surviving Entity from and after the Effective Time.
LLC Membership Interests. (a) AIDEA has good title to the LLC Membership Interests, free and clear of all Encumbrances. AIDEA owns 100% of the LLC Membership Interests.
(b) The LLC Membership Interests have been duly authorized and validly issued and are fully paid and non-assessable. The LLC Membership Interests are duly noted and recorded in the books and records of Pentex as being owned 100% by AIDEA. Pentex has no record or information that any of the LLC Membership Interests is subject to any Encumbrance. Pentex has not issued any certificates to evidence the LLC Membership Interests, and no lost or destroyed certificates for the LLC Membership Interests exist or have ever existed. Other than this Agreement, no unperformed contract exists relating to transferring or issuing any additional membership interests in Pentex.
LLC Membership Interests. (a) Sellers have good title to the LLC Membership Interests, free and clear of all Encumbrances. Sellers collectively own 100% of the LLC Membership Interests. Sellers’ transfers of the LLC Membership Interests to AIDEA are authorized.
(b) The LLC Membership Interests have been duly authorized and validly issued and are fully paid and non-assessable. The LLC Membership Interests are duly noted and recorded in the books and records of Pentex as being held by each of the Sellers in the percentages stated in Section 2.01. Pentex has no record or information that any of the LLC Membership Interests is subject to any Encumbrance. Pentex has not issued any certificates to evidence the LLC Membership Interests, and no lost or destroyed certificates for the LLC Membership Interests exist or have ever existed. Other than this Agreement, no contract exists relating to transferring or issuing any additional membership interests in Pentex.
LLC Membership Interests. As of the Effective Date, all of membership interest of SIG LLC, and any certificate evidencing the same, shall be canceled, and the membership interests in the Surviving Company outstanding immediately prior to the Merger shall remain issued and outstanding from and after the Effective Date.
LLC Membership Interests. Pledgor shall not, without the prior written consent of Pledgee, permit, authorize, consent to, approve or suffer to exist the classification of any Securities (other than Securities in the possession of Pledgee and covered by a valid pledge in favor of Pledgee) as a “security” as defined by Sections 8-102 and 8-103 of Article 8 of the Code (as defined in Section 7(a)).
LLC Membership Interests. The Borrower as the sole member of Valassis Relationship Marketing Systems, LLC (“VRMS”) hereby consents, in accordance with Section 5.1(a) of the Amended and Restated Limited Liability Company Agreement of VRMS (the “VRMS LLC Agreement”), to the assignment of its Membership Interests (as such term is defined in the VRMS LLC Agreement) to the Administrative Agent, and that upon the exercise of the Administrative Agent rights and remedies pursuant to the terms and conditions of this Agreement, the Administrative Agent may become and exercise any rights or powers of a VRMS Member without any further consent, approval, or authorization from any other VRMS Member.
LLC Membership Interests. (a) VCI Direct Mail, Inc. (“VCI Direct”) and Relationship Marketing Systems, LLC (“RMS”; together with VCI Direct, collectively, the “VRMS Members”), each as a member of Valassis Relationship Marketing Systems, LLC (“VRMS”) hereby consents, in accordance with Section 5.1(a) of the Amended and Restated Limited Liability Company Agreement of VRMS (the “VRMS LLC Agreement”), to the assignment by each other VRMS Member of such VRMS Member’s Membership Interests (as such term is defined in the VRMS LLC Agreement) to the Collateral Agent, and that upon the exercise of the Collateral Agent rights and remedies pursuant to the terms and conditions of this Agreement, the Collateral Agent may become and exercise any rights or powers of a VRMS Member without any further consent, approval, or authorization from any other VRMS Member.
(b) NuWorld Marketing Limited (“NuWorld”) and Coupon Select, Inc. (“Coupon”; together with NuWorld, collectively, the “NCH Members”), each as a member of NCH NuWorld, L.L.C. (“NCH”) hereby consents, in accordance with Section 13.1 of the Limited Liability Company Operating Agreement of NCH (the “NCH LLC Agreement”), to the assignment by each other NCH Member of such NCH Member’s Units (as such term is defined in the VRMS LLC Agreement) and other interests in NCH to the Collateral Agent, and that upon the exercise of the Collateral Agent rights and remedies pursuant to the terms and conditions of this Agreement, the Collateral Agent may become and exercise any rights or powers of a NCH Member.
LLC Membership Interests. LLC Membership Interests shall be the aggregate of the Class A LLC Interest and the Class B LLC Interest. LLC Operating Agreement. The Limited Liability Company Agreement of the JWH Special Circumstance LLC generally the form attached as Exhibit A to the First Amendment or such other form negotiated between the Managing Owner and the LLC Manager. LLC Record Date. October 1, 2005.
LLC Membership Interests. ● In return for making a firm commitment to purchase at least 9.9% of the Public Units, subject to the Subscriber holding no more than 9.99% of the common shares of the SPAC, at a price of $10.00 per IPO Unit in the IPO of the SPAC (“IPO Subscription”), the Subscriber shall have the right to subscribe to LLC Membership Interests for the Subscription Amount at a price of $10.00 per LLC Membership Interest which shall entitle the Subscriber to one Private Placement Unit at a price of $10.00 per Private Placement Unit plus two (2) Private Shares at no cost (such Private Shares, the “Incentive Private Shares”), subject to Section 3.04 in the LLC Operating Agreement, at an effective price of $3.33 per common share. ● In the event the Subscriber redeems or sells all or any portion of its IPO Shares before the IBC Closing, the Incentive Private Shares received by the Subscriber shall be forfeited pro rata to the proportion IPO Shares of the Subscriber that were sold or redeemed. ● In connection with an IBC, the Subscriber shall have the right but not the obligation, to exercise the Forward Purchase Agreement at their sole discretion, to subscribe to any equity financing related to the IBC Closing, subject to a maximum of 10% of such offerings’ proceeds, at a subscription price calculated using the formula (Subscription Amount plus IPO Subscription) divided by (Number of IPO Shares plus Number of Private Placement Shares plus Number of Private Shares). ● The Subscriber shall have the right but not the obligation to subscribe, at their sole discretion, at the same terms in the next three (3) special purpose acquisition companies sponsored by Constellation Alpha Holdings subject to the Subscriber remaining invested in the SPAC at IBC Closing through either the IPO Units or IBC-related PIPE and in compliance with the Securities Act and the rules and regulations of the Financial Industry Regulatory Authority (FINRA). ● The SPAC Sponsor hereby represents and warrants that as of the Closing Date the terms offered in Clause 1.1 to the Subscriber, are pari passu with the most favorable terms offered to any other investor who is not a Director or Officer of the SPAC. ● Pursuant to the LLC Operating Agreement, the Subscriber shall be eligible to hold such number of Private Shares at Closing as indicated in Exhibit B.
LLC Membership Interests. ● In return for making a firm commitment to an IPO Subscription, the Subscriber shall have the right to subscribe to LLC Membership Interests for the Subscription Amount which shall entitle the Subscriber to the Incentive Private Shares. ● The Incentive Private Shares shall not be subject to dilution from any additional financings by the SPAC Sponsor. ● The Incentive Private Shares shall be distributed to the Subscriber following the expiration of the Lockup Period as per Article IV in the Operating Agreement. ● The Incentive Shares may be transferred to a Permitted Transferee as per Article VIII in the Operating Agreement. ● The Subscriber shall have the right but not the obligation to subscribe, at their sole discretion, to any equity financing related to the IBC Closing, subject to a maximum of 10% of such offerings’ proceeds if the Subscriber represents and warrants not having sold their IPO Subscription shares at the time of the equity financing. ● Pursuant to the LLC Operating Agreement, the Subscriber shall be eligible to hold such number of Private Shares at Closing as indicated in Exhibit B.
