Members and Membership Interests. 3.01 Names, Addresses, and Initial Capital Contributions of Members. Members, their respective addresses, their initial Capital Contributions to the Company, and their respective percentage interests in the Company are set forth on Exhibit A, attached to this Agreement and made a part of it. Each Member agrees to make the initial contribution set out in Exhibit A within thirty (30) days of the execution of this Agreement.
Members and Membership Interests. Each Member shall have the Percentage Class A Interests and Percentage Class B Interests as set forth on in the books and records of the Company, entitling such Member to economic and other rights set forth in this Agreement.
Members and Membership Interests. 3.01 Names, Addresses, and Initial Capital Contributions of Members. Members, their respective addresses, their initial capital contributions to the Company, and their respective percentage interests in the Company are set forth on Exhibit "A", attached to this Agreement and made a part of it. Each Member agrees to make the initial contribution set out in Exhibit A within thirty (3 0) days of the execution of this Agreement. If a Member fails to make a required Capital Contribution within thirty (30) days after the effective date of this Agreement, that Member's entire Membership Interest shall terminate and that Member shall indemnify and hold the Company and the other Member's harmless from any loss, cost, or expense, including reasonable attorney fees, caused by the failure to make such Capital Contribution.
Members and Membership Interests. (a) The only member of the Borrower is the Immediate Parent. The Collateral includes all of the equity interests in the Borrower.
Members and Membership Interests. 3.01 Names, Addresses, and Initial Capital Contributions of Members. Members, their respective addresses, their capital contributions to the Company, and their respective percentage interests in the Company are set forth on Exhibit A, attached to this Agreement and made a part of it. Each Member agrees to make the initial contribution and required subsequent installments equaling the total capital contribution set out in Exhibit A as directed by the Manager at its sole discretion. The Members acknowledge and agree that the development project ("Project") which is to be the principal business of the Company is as follows: Acquisition of certain real estate known as the "Halcyon Property" consisting of approximately 2.5 acres located in San Leandro, California (the "Property"). Following the acquisition, the Property will be further developed with the end result to be the construction of 19 single family dwellings. The development of the Property, the financing and the division of profits and losses will be conducted as set forth in the letter agreement between the Members dated August 14, 2000, attached hereto as Exhibit B.
Members and Membership Interests. 4 3.1 Members..................................................... 4 3.2
Members and Membership Interests. A Member's membership interest ("MEMBERSHIP INTEREST") in the Company is its interest in the Company's assets, liabilities and capital, income or loss and cash flow, in each case subject to the provisions of this Agreement and the Act. The Membership Interests of the Members shall be represented by issued and outstanding Units with each type having the rights and privileges, including voting rights, set forth in this Agreement. The Board shall maintain a schedule of all Members from time to time, their respective mailing addresses, the type and number of Units held by each of them and their respective Percentage Interests represented by such Units (as the same may be amended, modified or supplemented from time to time, the "MEMBERS SCHEDULE"), a copy of which as of the date hereof is included in Exhibit A attached hereto. Upon a Transfer, issuance or redemption of any Units made in accordance with this Agreement, the Board shall amend the Members Schedule to reflect such Transfer, issuance or redemption of Units and the adjusted Membership Interests and Percentage Interests of the Members.
Members and Membership Interests. The Members constitute all of the members of the Seller and Section 2.2 of the Disclosure Schedule sets forth their respective membership interests in the Seller. There are no options, warrants or other instruments giving any party the right to acquire any interest in the Seller. There are no outstanding agreements or commitments to which the Seller is a party or which are binding upon the Seller providing for the redemption of any of its membership interests.
Members and Membership Interests. Names, Addresses and Initial Capital Contributions of Members
Members and Membership Interests. Article 2 of the model agreements deals with matters related to members and membership interests, including admission of new members. The model agreements presented with this paper provide that the initial members are admitted as members as of the date of formation of the company.23 For a member-managed entity, the initial member or members are named in the certificate of formation and are therefore known when the company is formed by filing its certificate of formation. (See Section III.B. above.) If the company agreement is not being executed more or less contemporaneously with the filing of the certificate of formation, it may be appropriate to provide that founding members who sign after the filing are admitted as members effective upon their execution of the company agreement. (See Section III.A. above.) If some founding members sign the company agreement upon filing of the certificate of formation and others sign later, this may create further complexities for the drafter, including how to allocate profits and losses, if any, incurred between the date of filing and the later effective date of admission and how to document that the members who sign at filing have approved the admission of the members who sign later. In view of the scope intended for the model agreements included with this paper—a simple transaction among one or a few owners—the authors have assumed that the founding members would be known at the time the company is formed, that they would all sign the company agreement and make their capital contributions to the company more or less simultaneously with filing the certificate of formation, and that it would be reasonable and consistent with the expectations of the parties to deem that membership commences upon the date of formation. BOC § 101.104 permits limited liability companies to have multiple classes of membership interests with differing rights, including voting rights, as set forth in the company agreement. As mentioned at the outset of this paper, limited liability companies are often utilized to set up entities with complex tiers or classes of ownership. Because the scope of this paper is to focus on agreements for simple business structures, the model agreements included with this paper do not contemplate multiple classes of ownership interests. The model agreements assume that there will only be one class of ownership interest and that all members will have the same rights and obligations with regard to their ownership exce...
