Membership interests and ownership Sample Clauses

Membership interests and ownership. (a) The aggregate membership interests expressed in terms of shares authorised to be issued by each Borrower is: (i) in the case of each of the Fair Isle Shipco LLC, Faroe Shipco LLC, Portland Shipco LLC and Plymouth Shipco LLC, one hundred LLC shares; (ii) in the case of Wight Shipco LLC, 11,821,249 LLC shares; (iii) in the case of Xxxxx Shipco LLC, 11,821,252 LLC shares; (iv) in the case of each of Humber Shipco LLC and Xxxxxx Shipco LLC, 2,963,289 LLC shares, which shares are, in each case, uncertificated. (b) The legal title to and beneficial interest in the membership interests in each Borrower is held free of any Security or any other claim by the Corporate Guarantor. (c) None of the membership interests in any Borrower is subject to any option to purchase, pre-emption rights or similar rights. (d) The legal title to and beneficial interest in the membership interests in the Corporate Guarantor is held free of any Security or any other claim by the Parent Guarantor.
Sample 1
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Membership interests and ownership. (a) The Company’s authorized membership interests are issued and outstanding, (b) no membership interests of the Company are issued and held in treasury and (c) no membership interests of the Company are reserved for issuance upon the exercise or conversion of options, warrants or convertible securities granted or issued by the Company. The outstanding membership interests of the Company are duly authorized and validly issued, fully paid and non-assessable, and have not been issued in violation of any preemptive or similar rights. Except as set forth on Schedule 4.5 of the Disclosure Schedules, there are no outstanding subscriptions, options, warrants, puts, calls, agreements, understandings, claims or other commitments or rights of any type relating to the issuance, sale or transfer of any membership interests of the Company, nor are there outstanding any securities which are convertible into or exchangeable for any membership interests of the Company; and the Company has no obligation of any kind to issue any additional membership interests or to pay for membership interests of the Company or any predecessor. The issuance and sale of the membership interests of the Company have been in compliance with federal and state securities laws. Other than as set forth in this Agreement, the Company has not agreed to register any securities under the Securities Act, or under any state securities law or granted registration rights to any person or entity.
Sample 1Sample 2
Membership interests and ownership. (a) The aggregate membership interests expressed in terms of shares authorised to be issued is: (i) in the case of Borrower A and Borrower B, 100 LLC shares; (ii) in the case of Borrower C, 5,913,289 LLC shares; (iii) in the case of Borrower D, 2,963,289 LLC shares; (iv) in the case of Xxxxxxxx E, 11,821,252 LLC shares; (v) in the case of Borrower F, 100 LLC shares; and (vi) in the case of Borrower G, 100 LLC shares, which shares are, in each case, uncertificated. (b) The legal title to and beneficial interest in the membership interests in each Borrower is held free of any Security or any other claim by the Corporate Guarantor. (c) None of the membership interests in any Borrower is subject to any option to purchase, pre­emption rights or similar rights. (d) The legal title to and beneficial interest in the membership interests in the Corporate Guarantor is held free of any Security or any other claim by the Parent Guarantor.
Sample 1
Membership interests and ownership. (a) The aggregate membership interests expressed in terms of shares authorized to be issued by each Borrower is one hundred LLC Shares, which shares are uncertificated. (b) The legal title to and beneficial interest in the membership interests in each Borrower is held free of any Security (except for Permitted Security) or any other claim by the Guarantor. (c) None of the membership interest in any Borrower is subject to any option to purchase, pre-emption rights or similar rights.
Sample 1
Membership interests and ownership. (a) The Sole Member owns one hundred percent (100%) of all the issued and outstanding Membership Interests of the Company as of the Effective Date and as of the Closing Date. There are no other record owners nor any beneficial owners of any membership interests in the Company, or any other securities of the Company, and there are no other issued or outstanding Membership Interests of the Company nor any rights by any person or entity to acquire or obtain any rights in any Membership Interests of the Company. (b) No portion of the Company’s Membership Interests has been issued subject to a repurchase option or buy-back agreement on the part of the Company. (c) There are no preemptive rights or agreements, arrangements or understandings to issue preemptive rights with respect to the issuance or sale of Company Membership Interests created by statute, the articles of organization or operating agreement of the Company, or any agreement or other arrangement to which the Company is a party (written or oral) or to which it is bound and there are no agreements, arrangements or understandings to which the Company is a party (written or oral) pursuant to which the Company has the right to elect to satisfy any Liability by issuing additional Membership Interests in the Company. (d) The Company is not a party or subject to any agreement or understanding, and there is no agreement, arrangement or understanding between or among any Persons which affects, restricts or relates to voting, giving of written consents, transferability of interest with respect to the Membership Interests of the Company, including any voting trust agreement or proxy. No debt securities of the Company are issued and outstanding.
Sample 1
Membership interests and ownership. Such Member owns of record and beneficially the percentage of Membership Interests in the Company set forth opposite his name on Section 2A.1 of the Company Disclosure Schedule. Such Membership Interests are, and when delivered by such Member to the Purchaser pursuant to this Agreement will be, duly authorized, validly issued, fully paid, non-assessable and free and clear of any and all Liens, under the Uniform Commercial Code or otherwise.
Sample 1
Membership interests and ownership. (a) The aggregate membership interests expressed in terms of shares authorized to be issued by each Borrower is one hundred LLC Shares, which shares are uncertificated. (b) The legal title to and beneficial interest in the membership interests in each Borrower is held free of any Security (except for Permitted Security) or any other claim by ASLLC. (c) The legal title to and beneficial interest in the membership interests in ASLLC is held by ASC. (d) None of the membership interest in any Borrower is subject to any option to purchase, pre-emption rights or similar rights.
Sample 1
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Related to Membership interests and ownership

  • Equity Interests and Ownership The Equity Interests of each of Borrower and its Subsidiaries have been duly authorized and validly issued and are fully paid and non-assessable. Except as set forth on Schedule 4.2, as of the date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which Borrower or any of its Subsidiaries is a party requiring, and there is no membership interest or other Equity Interests of Borrower or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Borrower or any of its Subsidiaries of any additional membership interests or other Equity Interests of Borrower or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase a membership interest or other Equity Interests of Borrower or any of its Subsidiaries. Schedule 4.2 correctly sets forth the ownership interest of Borrower and each of its Subsidiaries as of the Third Restatement Date.

  • Ownership Interests The ownership interest of each member of the Company will be expressed in terms of a percentage that is set out in Exhibit A, attached and made part of this Agreement. The total ownership interests of all members will always equal one-hundred percent (100%). The existing members will determine the ownership interest of any new members prior to admission to the Company.

  • No Ownership Interest Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the Covered Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the Stockholder, and Parent shall have no authority to direct the Stockholder in the voting or disposition of any of the Covered Shares, except as otherwise provided herein.

  • Membership Interests The Sole Member currently owns one hundred percent (100%) of the percentage interests in the Company.

  • Ownership of Membership Interests The Member shall own all of the membership interests in the Company and the Member shall have a 100% distributive share of the Company’s profits, losses and cash flow.

  • Shares; Membership Interests (a) The total of the membership interests in the Company shall be divided into (i) Class A Ordinary Shares having the rights and preferences as set forth herein (the “Class A Ordinary Shares”), (ii) Class A Preferred Shares having the rights and preferences as set forth herein (the “Class A Preferred Shares” and, together with the Class A Ordinary Shares, the “Class A Shares”), (iii) Class B Ordinary Shares having the rights and preferences as set forth herein (the “Class B Ordinary Shares”), and (iv) Class C Ordinary Share having the rights and preferences as set forth herein (the “Class C Ordinary Share” and, together with the Class A Ordinary Shares, the Class A Preferred Shares and the Class B Ordinary Shares, the “Shares” and each a “Share”). Class A Ordinary Shares, Class A Preferred Shares and Class B Ordinary Shares shall have the same rights, powers and duties, except as otherwise set forth in this Agreement. The number of Class A Ordinary Shares shall be limited to the maximum number of Class A Ordinary shares offered in the Offering, plus (i) the number of Class A Ordinary Shares which may be issued upon conversion of the Class A Preferred Shares, plus (ii) the number of Class A Ordinary Shares which may be issued upon conversion of the Class B Ordinary Shares. The number of Class A Preferred Shares shall be limited to the number of Class A Preferred Shares which may be issued pursuant to the Management Services Agreement. The number of Class B Ordinary Shares shall be limited to up to 1,000. The number of Class C Ordinary Shares shall be limited to one. Class A Preferred Shares issued pursuant to the Management Services Agreement (“ASA Shares”) may be subject to vesting provisions as set forth in the Management Services Agreement. The Shares of the Members shall be as set forth on Exhibit A attached hereto, which may be updated as set forth herein. For the avoidance of doubt, in the event that all of the Class A Ordinary Shares are not sold pursuant to the Offering, the Board shall, upon the final closing of the Offering, issue a number of Class A Ordinary Shares to the Initial Member equal to the aggregate number of Class A Ordinary Shares that remain unsold in the Offering, as repayment in full of any and all obligations owing to the Initial Member in respect of advances made to acquire the Artwork and true-up fees payable to the Initial Member. The name and mailing address of each Member or such Member’s representative shall be listed on the books and records of the Company maintained for such purpose by the Company or the Transfer Agent. (b) Prior to the date hereof and as set forth in the Original Agreement, the Initial Member has been issued 100% of the membership interests in the Company in return for a capital contribution of $100 (the “Prior Interests”). Upon execution of this Agreement, the Prior Interests shall be automatically converted into 1,000 Class B Ordinary Shares. As of the date of such conversion, the Class B Ordinary Shares shall constitute all of the membership interests of the Company and, prior to the issuance of Class A Ordinary Shares, Class A Preferred Shares and Class C Ordinary Share, shall have all of the rights and privileges of 100% of the membership interests in the Company afforded pursuant to this Agreement and applicable law. (c) Notwithstanding any provision to the contrary in this Agreement, the Board shall have full power and authority to schedule one or more closings to issue Class A Ordinary Shares and admit Members to the Company in accordance with the provisions of this Agreement. Any Person that acquires Class A Ordinary Shares and is admitted as a Member of the Company after the date hereof, shall, in connection with such Member’s acquisition of such Class A Ordinary Shares, be deemed to pay to the Company such Member’s pro rata share of any amounts used to acquire the Artwork, including any true-up fees and any other amounts paid to the Company by the previously admitted Members. (d) The Class A Members may elect to convert their Class A Preferred Shares into Class A Ordinary Shares, in whole or in part, at any time prior to the consummation of the Sale of the Artwork, subject to the terms and conditions herein, for no additional consideration. Each Class A Preferred Shares will automatically convert to one Class A Ordinary Share upon any Transfer of such Class A Preferred Shares to an entity that is not an Affiliate of the Administrator. (e) The Class B Members may elect to convert their Class B Ordinary Shares into Class A Ordinary Shares, in whole or in part, at any time prior to the consummation of the Sale of the Artwork, subject to the terms and conditions herein, for no additional consideration pursuant and to the following conversion formula: The number of Class A Ordinary Shares issuable upon conversion of Class B Ordinary Shares shall equal (A) the Value Increase, multiplied by (B) the Conversion Percentage, multiplied by (C) 20%, divided by (D) the Class A Ordinary Share Value. For purposes herein:

  • Capital Stock and Ownership The Capital Stock of each of Holdings and its Subsidiaries has been duly authorized and validly issued and is fully paid and non-assessable. Except as set forth on Schedule 4.2, as of the date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which Holdings or any of its Subsidiaries is a party requiring, and there is no membership interest or other Capital Stock of Holdings or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Holdings or any of its Subsidiaries of any additional membership interests or other Capital Stock of Holdings or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase, a membership interest or other Capital Stock of Holdings or any of its Subsidiaries. Schedule 4.2 correctly sets forth the ownership interest of Holdings and each of its Subsidiaries in their respective Subsidiaries as of the Closing Date.

  • Transfer of Membership Interests (a) The Member may transfer its Membership Interest, in whole but not in part, but the transferee shall not be admitted as a Member except in accordance with Section 6.07. Until the transferee is admitted as a Member, the Member shall continue to be the sole member of the Company (subject to Section 1.02) and to be entitled to exercise any rights or powers of a Member of the Company with respect to the Membership Interest transferred. (b) To the fullest extent permitted by law, any purported transfer of any Membership Interest in violation of the provisions of this Agreement shall be wholly void and shall not effectuate the transfer contemplated thereby. Notwithstanding anything contained herein to the contrary and to the fullest extent permitted by law, the Member may not transfer any Membership Interest in violation of any provision of this Agreement or in violation of any applicable federal or state securities laws.

  • Transfer of Partnership Interests The foregoing power of attorney shall survive the delivery of an instrument of transfer by any Partner of the whole or any portion of or interest in its Partnership Interest, except that (i) where a Partner becomes a Former Partner, or (ii) where a Transferee of such Partnership Interest has been approved as a successor Partner and the Transferor shall thereupon cease being a Partner (all in accordance with this Agreement), then the power of attorney of the Former Partner or the Transferor Partner, as the case may be, shall survive the cessation of Partner status or the delivery of such instrument of transfer, as the case may be, for the sole purpose of enabling the attorneys-in-fact for such Former Partner or the Transferor Partner (or any of them) to execute, swear to, acknowledge and file any and all instruments necessary to effectuate or reflect such cessation, transfer and succession.

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