Member Interests Clause Samples

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. 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 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. 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. (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. (a) Cadiz was admitted to the Company as the initial Member of the Company, effective as of the Formation Date. Cadiz agrees to be bound by all of the terms and provisions of this Agreement and is entitled to exercise all rights and powers conferred upon Members of the Company under this Agreement and the Act. (b) The Company must, at all times, have an Independent Member; provided, however, that the Independent Member shall cease to be a Member at such time as all amounts due under the terms of the New Note are no longer outstanding. The Independent Member shall have no interest in the profits, losses and capital of the Company and shall have no right to receive any Distributions of Company assets. The Independent Member shall be admitted as a Member of the Company within the meaning of the Act upon execution and delivery of this Agreement or a counterpart signature page to this Agreement. (c) The Independent Member may resign, but may not otherwise be removed (other than by the Bank which may remove such Independent Member at any time with or without cause) and shall have the right to name its successor; provided, however, that in the absence of such successor appointment, or in the event of removal by the Bank, the Bank may appoint such Independent Member.

Member Interests. At the Effective Time, by virtue of the Merger and without any further action on the part of any other person or entity, all members and participants of AGUA and CWPDA as of July 22, 2021 shall be deemed members of the Surviving Entity. Upon application, Members will receive a contract right, subject to AGRA’s Articles of Incorporation, Bylaws, rules, regulations and policies, entitling the member to the benefits of membership in AGRA, including an allotment of augmentation water (“Membership Contract”). Each share of stock in AGUA will be replaced with a Membership Contract.

Member Interests. The Sellers shall execute and deliver assignments in form and substance satisfactory to Purchaser duly transferring all the Member Interests in the Company to the Purchaser.