LLC Rights Sample Clauses

LLC Rights. All of the following (herein collectively called the “LLC Rights”), whether now or hereafter existing, which are owned by Debtor or in which such Debtor otherwise has any rights:
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LLC Rights. All units and other securities constituting the LLC ---------- Rights have been duly authorized and validly issued, are fully paid and non-assessable, and were not issued in violation of the preemptive rights of any person or of any agreement by which Debtor or any LLC is bound. All documentary, stamp or other taxes or fees owing in connection with the issuance, transfer or pledge of the LLC Rights (or rights in respect thereof) have been paid. No restrictions or conditions exist with respect to the transfer, voting or capital of any LLC Rights. Except as disclosed to Secured Party in writing on or prior to the date hereof, no LLC has any outstanding rights to subscribe, options, warrants or convertible securities outstanding or any other rights outstanding whereby any person would be entitled to have issued to it units of ownership interest in any LLC. Debtor has taken or concurrently herewith is taking all actions necessary to perfect Secured Party's security interest in the LLC Rights, including any registrations, filings or notices which may be necessary or advisable under Article 8 of the UCC as in effect in the state or states in which any LLC was organized. No other Person has any such registration in effect. Debtor owns the interests in each LLC which are described on Exhibit A. No LLC has made any calls for capital which have not been fully paid by Debtor and by each other member of such LLC. Debtor is not in default under any of the LLC Agreements, nor is any other member of any LLC. Neither the making of this Agreement nor the exercise of any rights or remedies of Secured Party hereunder will cause a default under any of the LLC Agreements or otherwise adversely affect or diminish any of the LLC Rights. Debtor's rights under the LLC Agreements are enforceable in accordance with their terms, except as such enforcement may be limited by bankruptcy, insolvency or similar laws of general application relating to the enforcement of creditors' rights.
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LLC Rights. Debtor will maintain its ownership of the interests in ---------- each LLC listed on Exhibit A. Debtor will timely honor all calls under any LLC Agreement to provide capital to any LLC, and Debtor will not otherwise default in performing any of Debtor's obligations under any LLC Agreement or allow any LLC Rights to be adversely affected or diminished. Debtor will promptly inform Secured Party of any such failure to honor a capital call, default, adverse effect, or diminution. Debtor will promptly inform Secured Party of any such failure to honor a capital call or default by another member of any LLC. The LLC Rights shall at all times be duly authorized and validly issued and shall not be issued in violation of the pre-emptive rights of any Person or of any agreement by which Debtor or the LLC thereof is bound.
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LLC Rights. Debtor will maintain its ownership of the interests in each LLC listed on Exhibit A. Debtor will timely honor all calls under any LLC Agreement to provide capital to any LLC, and Debtor will not otherwise default in performing any of Debtor’s obligations under any LLC Agreement or allow any LLC Rights to be adversely affected or diminished. Debtor will promptly inform Secured Party of any such failure to honor a capital call, default, adverse effect, or diminution. Debtor will promptly inform Secured Party of any such failure to honor a capital call or default by another member of any LLC. The LLC Rights shall at all times be duly authorized and validly issued and shall not be issued in violation of the pre emptive rights of any Person or of any agreement by which Debtor or the LLC thereof is bound. Debtor will not allow the LLC Rights (i) to be evidenced by certificates, (ii) to be dealt in or traded on securities exchanges or in securities markets, (iii) to be governed by Article 8 of the UCC, or (iv) to be placed in a securities account.
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LLC Rights 
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Related to LLC Rights

  • Rights of Assignees of Partnership Interests (a) Subject to the provisions of Sections 9.1 and 9.2 hereof, except as required by operation of law, the Partnership shall not be obligated for any purposes whatsoever to recognize the assignment by any Limited Partner of its Partnership Interest until the Partnership has received notice thereof.

  • Right to Acquire Limited Partner Interests (a) Notwithstanding any other provision of this Agreement, if at any time the General Partner and its Affiliates hold more than 80% of the total Limited Partner Interests of any class then Outstanding, the General Partner shall then have the right, which right it may assign and transfer in whole or in part to the Partnership or any Affiliate of the General Partner, exercisable in its sole discretion, to purchase all, but not less than all, of such Limited Partner Interests of such class then Outstanding held by Persons other than the General Partner and its Affiliates, at the greater of (x) the Current Market Price as of the date three days prior to the date that the notice described in Section 15.1(b) is mailed and (y) the highest price paid by the General Partner or any of its Affiliates for any such Limited Partner Interest of such class purchased during the 90-day period preceding the date that the notice described in Section 15.1(b) is mailed.

  • Put Rights The Warrantholder shall have the following Put Rights:

  • Registration Rights and Voting Rights Except as required pursuant to the Investor Rights Agreement, the Company is presently not under any obligation, and has not granted any rights, to register under the Securities Act of 1933, as amended (the “Securities Act”), any of the Company’s presently outstanding securities or any of its securities that may hereafter be issued. To the Company’s knowledge, no stockholder of the Company has entered into any agreement with respect to the voting of equity securities of the Company.

  • Limited Partners Rights to Transfer (a) Subject to the provisions of Sections 11.3(c), 11.3(d), 11.3(e), 11.4 and 11.6, a Limited Partner may, without the consent of the General Partner, Transfer all or any portion of its Limited Partner Interest, or any of such Limited Partner’s economic right as a Limited Partner. In order to effect such transfer, the Limited Partner must deliver to the General Partner a duly executed copy of the instrument making such transfer and such instrument must evidence the written acceptance by the assignee of all of the terms and conditions of this Agreement and represent that such assignment was made in accordance with all applicable laws and regulations.

  • Shares; Membership Interests (a) The total of the membership interests in the Company shall be divided into (i) Class A Ordinary Shares having the rights and preferences as set forth herein (the “Class A Ordinary Shares”), (ii) Class A Preferred Shares having the rights and preferences as set forth herein (the “Class A Preferred Shares” and, together with the Class A Ordinary Shares, the “Class A Shares”), (iii) Class B Ordinary Shares having the rights and preferences as set forth herein (the “Class B Ordinary Shares”), and (iv) Class C Ordinary Share having the rights and preferences as set forth herein (the “Class C Ordinary Share” and, together with the Class A Ordinary Shares, the Class A Preferred Shares and the Class B Ordinary Shares, the “Shares” and each a “Share”). Class A Ordinary Shares, Class A Preferred Shares and Class B Ordinary Shares shall have the same rights, powers and duties, except as otherwise set forth in this Agreement. The number of Class A Ordinary Shares shall be limited to the maximum number of Class A Ordinary shares offered in the Offering, plus (i) the number of Class A Ordinary Shares which may be issued upon conversion of the Class A Preferred Shares, plus (ii) the number of Class A Ordinary Shares which may be issued upon conversion of the Class B Ordinary Shares. The number of Class A Preferred Shares shall be limited to the number of Class A Preferred Shares which may be issued pursuant to the Management Services Agreement. The number of Class B Ordinary Shares shall be limited to up to 1,000. The number of Class C Ordinary Shares shall be limited to one. Class A Preferred Shares issued pursuant to the Management Services Agreement (“ASA Shares”) may be subject to vesting provisions as set forth in the Management Services Agreement. The Shares of the Members shall be as set forth on Exhibit A attached hereto, which may be updated as set forth herein. For the avoidance of doubt, in the event that all of the Class A Ordinary Shares are not sold pursuant to the Offering, the Board shall, upon the final closing of the Offering, issue a number of Class A Ordinary Shares to the Initial Member equal to the aggregate number of Class A Ordinary Shares that remain unsold in the Offering, as repayment in full of any and all obligations owing to the Initial Member in respect of advances made to acquire the Artwork and true-up fees payable to the Initial Member. The name and mailing address of each Member or such Member’s representative shall be listed on the books and records of the Company maintained for such purpose by the Company or the Transfer Agent.

  • Registration Rights; Rights of Participation Except as set forth on Schedule 6(b) to the Registration Rights Agreement, the Company has not granted or agreed to grant to any Person any rights (including "piggy-back" registration rights) to have any securities of the Company registered with the Commission or any other governmental authority which has not been satisfied. Except as set forth on Schedule 6(b) to the Registration Rights Agreement, no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents.

  • Additional Partnership Interests If the Partnership issues Partnership Interests in accordance with Section 4.2 or 4.3, the distribution priorities set forth in Section 5.1 shall be amended, as necessary, to reflect the distribution priority of such Partnership Interests and corresponding amendments shall be made to the provisions of Exhibit B.

  • Assignment of Membership Interests The Assignment of Membership Interests shall have been fully executed and delivered to Purchaser.

  • No Rights as Stockholder; No Voting Rights The Employee shall have no rights as a stockholder of the Company with respect to any shares covered by the Options until the exercise of the Options and delivery of the shares. No adjustment shall be made for dividends or other rights for which the record date is prior to the delivery of the shares. Any shares delivered in respect of the Options shall be subject to any Subscription Agreement, which the Company may require the Employee to accept and agree to as a condition of the issuance and delivery of those shares.

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