Member Interests. The Company’s member interests shall consists of Common limited liability company units, no par value (“Common Units”). The Company shall have the authority to issue Common Units, which shall be evidenced by certificates in the form attached hereto as Exhibit A.
Member Interests. Units and the limited liability company interests represented thereby shall for all purposes be personal property. Except as set forth herein, no Member shall have any interest in specific Company assets or property.
Member Interests. (a) Pursuant to the terms of the Initial Operating Agreement, a single Member Interest is issued and outstanding as of the date of this Agreement, which Member Interest constitutes 100% of the Member Interests (the “Pre-IPO Member Interest”). The Pre-IPO Member Interest is owned of record by CEPH. Immediately prior to the closing of the Initial Offering, the Pre-IPO Member Interest will be converted into and exchanged for 226,406 Class A Units, 6,593,894 Common Units and the Management Incentive Interests, such conversion and exchange to be effected in accordance with Section 5.1. Concurrently with the closing of the Initial Offering, on the Closing Date the Company will issue to CHI the Class D Interests, such issuance to be effected in accordance with Section 5.2(a). At the closing of the Initial Offering, the Company will issue to the Underwriters (i) the number of Common Units determined in accordance with Section 5.2(b), such issuance to be effected in accordance with Section 5.2(b), and (ii) if the Over-Allotment Option is exercised and the closing of such exercise occurs concurrently with closing of the Initial Offering, such additional number of Common Units as is determined in accordance with Section 5.2(c). The rights and obligations of the Class A Units, Common Units, Management Incentive Interests and Class D Interests shall be as specified in this Agreement.
(b) Immediately after the closing of the Initial Offering and as a result of the transactions referred to in Section 3.5(a), the Member Interests of the Company shall be comprised of four classes of Company Securities. The Class A Member Interests and Class B Member Interests shall be issued in equal, whole unit increments. Pursuant to the transactions to be effected on the Closing Date, the Company will issue the following:
(i) up to 226,406 Class A Units representing Class A Member Interests;
(ii) up to 11,093,894 Common Units representing Class B Member Interests;
(c) the Class C Member Interests which constitute, and are referred to herein as the Management Incentive Interests; and
(d) Class D Member Interests which constitute, and are referred to herein as, the Class D Interests.
Member Interests. The Company shall have one class of Interests, which shall have equal rights and preferences in the assets of the Company. The Board shall have no right to establish or issue new or additional classes of Interests without the unanimous written consent of the Members and amendment of this Agreement to provide for such designation or issuance.
Member Interests. Contribution Agreement effective as of April 18, 2007 from Nami Capital Partners, LLC to the Company of Nami Capital Partner’s 36.044% member interest in the Operating Company to the Company in exchange for 1,171,430 Common Units.
Member Interests. The Company’s member interests shall consists of the following two classes of limited liability company interests:
(i) Preferred limited liability company units, no par value (“Preferred Units”). Such Preferred Units shall have the following attributes:
(a) Full and exclusive voting power on all matters to be voted on by the Members. All matters subject to a vote shall be determined by a vote of the Majority Holders.
(b) Rights to any and all dividends and distributions declared or made prior to Liquidation (as defined herein), such dividends and distributions to be made pro rata based upon the Liquidation Preference of the Preferred Units then outstanding. The “Liquidation Preference” with respect to a Preferred Unit shall mean an amount equal to the amount contributed therefor, denominated in Canadian Dollars. In the case of contributions in currency other than Canadian Dollars, such amount shall be based upon the spot currency exchange rate at the time of contribution as determined by the Company, and in the case of contributions of assets other than currency, shall be the value thereof as determined by the Company. The Liquidation Preference of a Preferred Unit may be reduced from time to time at the sole discretion of the Board of Directors in an amount equal to a distribution made to the holder of such Preferred Units that is designated by the Board of Directors as a reduction of the Liquidation Preference. In the case of such distribution in currency other than Canadian Dollars, the amount of such reduction shall be based on the spot currency exchange rate at the time of such distribution as determined by the Company, and in the case of contributions of assets other than currency, shall be the value thereof as determined by the Company.
Member Interests. (a) At Closing, LEH will hold a Member Interest evidenced by the number of Units set forth opposite its name on Appendix II, which will result in LEH having the Percentage Interest in the Company as of the Closing set forth opposite its name on Appendix II. US-DOCS\83202430.20
(b) At Closing, Citizen will hold a Member Interest evidenced by the number of Units set forth opposite its name on Appendix II, which will result in Citizen having the Percentage Interest in the Company as of the Closing set forth opposite its name on Appendix II.
Member Interests. There will be one class of Member Interests in the Company, consisting of one-hundred (100) certificated membership interests.
Member Interests. Section 7.1 Prohibition on Assignment During Project Period.
Member Interests. Permit a member of either Borrower to sell, transfer or otherwise dispose of any portion of its member interest in such Borrower. Bank agrees that it will not unreasonably withhold its consent to any such transfer or disposition.
