LLC Units. 1000 LLC Units shall be issued to the Members, as set forth in Section 3.1 hereof, as part of the initial funding of the LLC; however, additional LLC units may be issued pursuant to a Supermajority Vote in interest of LLC Members.
LLC Units. The Interests will be evidenced by LLC Units, which LLC Units shall represent and include any and all benefits to which each Member is entitled as provided in this Agreement, together with all obligations of such Member to comply with the terms and conditions of this Agreement. Each Interest will constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the State of Delaware, and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. Notwithstanding any provision of this Agreement to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8 of the Uniform Commercial Code as in effect in the State of Delaware (6 Del. C. § 8-101, et seq.) (the “UCC”), such provision of Article 8 of the UCC shall control.
LLC Units. The Membership Interest of each of the Members in the Company shall consist of a number of "LLC Units." Except as expressly set forth in this Agreement, each LLC Unit shall include (i) the right to cast one vote on all issues that are submitted to a vote of the Members, (ii) the right to share in the Net Fronts, Net Losses and/or similar items of the Company, to receive distributions from the Company pursuant to Article VIII and to receive such other distributions as may be appropriate pursuant to Article XI in light of the Capital Account associated with such LLC Units, and (iii) the right to demand information concerning the business and affairs of the Company, as provided in this Agreement and under the Act. The number of LLC Units to be held initially by each Member as of the date hereof is set forth on Exhibit C. The Company shall update Exhibit C from time to time to reflect the issuance of additional LLC Units to Members and to new Members admitted pursuant to Section 4.2, and the transfer of LLC Units pursuant to Article VI. The Company shall not issue fractional LLC Units. The Company shall have the authority to round the number of LLC Units to which any Member is entitled to the nearest whole LLC Unit and to make adjustments (not exceeding one LLC Unit in each case) in the number of LLC Units to the extent necessary to avoid over issuance or under issuance of the total number of LLC Units involved in any one transaction.
LLC Units. Subject to the terms and conditions of this Agreement, at the Closing, Sellers will sell and transfer the LLC Units to Buyer, and Buyer will purchase the LLC Units from Sellers.
LLC Units. The LLC Units, when issued and delivered pursuant to this Agreement will be duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. When issued and delivered pursuant to this Agreement, CTU will receive good title to such LLC Units, free and clear of all liens, security interests, pledges, charges, Encumbrances, members' agreements (other than the operating agreement delivered to CTU) and voting trusts.
LLC Units. LLC Units may be issued by either the Board of Directors or one or more Members holding a majority of the outstanding Units entitled to be voted. The Board of Directors shall determine, as permitted in this Operating Agreement, the class, voting and other rights, terms and conditions of all such LLC Units and any options, warrants or other rights to acquire LLC Units.
LLC Units. Upon the execution of this Agreement and the payment of the Repurchase Payment to Xxxxxx:
(1) 50% of the First Grant Vested Class X Units held by Trilogy Management Investors Three, LLC (“TMI3”) that are attributable to Xxxxxx shall be repurchased by loanDepot (which, for purposes of clarity equals 975.612 Class X Units);
(2) in accordance with Section 7.5 of the TMI3 LLC Agreement, 50% of the LLC units of TMI3 held by Xxxxxx, will be repurchased by TMI3 (which, for purposes of clarity, equals 975.612 units);
(3) 50% of the Second Grant Vested Class X Units held by Trilogy Management Investors Six, LLC (“TMI6”) that are attributable to Xxxxxx shall be repurchased by loanDepot (which, for purposes of clarity, equals 9,755,144.617 units);
(4) in accordance with Section 7.5 of the TMI6 LLC Agreement, 50% of the LLC units of TMI6 held by Xxxxxx, will be repurchased by TMI6 (which, for purposes of clarity, equals 9,755,144.617 units).
(5) For purposes of clarity, the following units were cancelled as of the Resignation Date:
(i) the First Grant Unvested Class X Units (which, for purposes of clarity, equals 5,853.36 units);
(ii) a number of LLC units of TMI3 equal to the First Grant Unvested Class X Units (which, for purposes of clarity, equals 5,853.36 units);
(iii) the Second Grant Unvested Class X Units (which, for purposes of clarity, equals 90,164,340.812 units); and
(iv) a number of LLC units of TMI6 equal to the Second Grant Unvested Class X Units (which, for purposes of clarity, equals 90,164,340.812 units).
LLC Units. 3,000 LLC Units shall be issued to the Members, as set forth in Section 3.1 hereof, as part of the initial funding of the LLC; however, additional LLC units may be issued pursuant to a Supermajority Vote as outlined in Article I of this agreement and with particular reference to Section 3.5(f).
LLC Units. In partial consideration of the rights granted to Licensee by Licensor in this Agreement, Licensee will issue to Licensor membership interests in Licensee (the “Units”) within one hundred and twenty (120) days of the Effective Date. Such Units will be issued in the name of the Licensor. Licensee hereby represents that the Units will represent on, a fully diluted basis two percent (2%) of the membership interests in Licensee. At any time within two (2) years after the Effective Date, Licensee may redeem the Units by paying Licensor Four Hundred Thousand Dollars ($400,000). Exhibit E contains a true and correct capitalization table of licensee as certified by tin officer of Licensee as of the Effective Date. Upon full execution of this Agreement, the Parties shall execute and exchange a Joinder Agreement in the form attached as Exhibit F under which Licensor will become a member of Licensee and holder of the Units. Licensor hereby acknowledges that it has received an as executed copy of licensee’s Operating Agreement dated the third of August 2011. Until the date on which licensee receives a third-party valuation of Licensee as a going concern of at least Two Million Dollars ($2,000,000) (the “Anti-Dilution End Date”), in the event Licensee issues additional member units (“Newly Issued Units”), the result of which is that the Units represent less than 2% of all units (of Licensee’s membership interests, as applicable, then outstanding, calculated on a fully diluted basis. Licensee will promptly issue to Licensor, for no additional consideration, that number of additional units, as applicable (the “Additional Units”) necessary to cause the ownership percentage represented by such Additional Units, together with the Units to equal at least two percent (2%) of Licensee’s membership interests, as applicable, outstanding immediately following Licensee’s issuance of the Newly Issued Units, calculated on a fully diluted basis. Subject to the provisions of Section 6.3 below, once issued, no portion of the Units or Additional Units shall be refundable to Licensee under any circumstance.
LLC Units. 1000 LLC Units shall be issued to the Members, as set forth in Section 3.1 hereof, as part of the initial funding of the LLC: however, additional LLC units may be Received by NSD/FARA Registration Unit 02/11/2019 12:19:35 PM Received by NSD/FARA Registration Unit 02/11/2019 12:19:35 PM issued pursuant to a Unanimous vote in interest of LLC Members.
