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.
(a) In accordance with the foregoing Section 3.01, and in order to satisfy its required Capital Contribution, the Members, and each of them, hereby consent and agree that Member Dover Investments Corp. shall satisfy its capital contribution requirements by supplying the Equity for the purchase of lots, the construction of dwellings thereon, and the subsequent sale thereof.
(b) In accordance with the foregoing Section 3.01, and in order to fully satisfy its required Capital Contribution, the Members, and each of them, hereby consent and agree that Member Westco Community Builders, Inc. shall satisfy its capital contribution requirements by performing the duties of Construction Manager and Marketing Manager for the Project.
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.
(b) All of the membership interests in the Borrower have been duly authorized and validly issued in accordance with its Operating Agreement and any other constitutive documents and are fully paid and non-assessable. The Borrower does not have outstanding any securities convertible into or exchangeable for any of its membership interests in or any rights to subscribe for or to purchase, or any warrants or options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any character relating to any such membership interests (except as expressly provided for herein or in the Security Documents).
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 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 liability company should be able to defeat such an argument by pointing out that courts in both the corporate and partnership context have focused on the business actually engaged in by the corporation or partnership. In view of this concern, however, a narrower purpose clause in the limited liability company’s certificate of formation may be desirable in some cases, or it may be desirable to temper an “any lawful purpose” or “any and all lawful business” purpose clause in the certificate of formation with a statement in the company agreement regarding the anticipated scope of the business and the intended bounds of the business opportunity doctrine. Another concern that may motivate use of a narrow purpose clause in the certificate of formation is the scope of actual or apparent authority of the managers, managing members, or other agents of the company. See TEX. BUS. ORGS. CODE XXX. § 101.254. Again, however, including in the certificate of formation a purpose clause phrased in terms of “any lawful purpose” or “any and all lawful business” should not cause every transaction to be encompass...
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 "Woodview Property" consisting of approximately 17 acres located in Novato, California APN #124-01-11 (the "Property"). Following the acquisition, the Property will be further developed with the end result to be the construction of 20 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 June 29, 2000, attached hereto as Exhibit B.
Members and Membership Interests. 7 3.1 Initial Members; Additional Members............................7 3.2 Options........................................................7 3.3
Members and Membership Interests. A Member’s membership interest in the Company (“Membership Interest”) 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 on Exhibit A. Upon a Transfer (other than a Security 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. 5 MANAGEMENT AND CONTROL OF BUSINESS 8
