Membership Interests; Capitalization Sample Clauses

Membership Interests; Capitalization. Each Member’s interest in the Company, including such Member’s interest, if any, in the capital, income, gain, loss, deduction and expense of the Company and the right to vote, if any, on certain Company matters as provided in this Agreement, shall be represented by units of limited liability company interest (each, a “Membership Interest”). The Company shall have two authorized classes of Membership Interests, designated “Series A Membership Interests” and “Series B Membership Interests.” The total number of authorized Membership Interests consists of an unlimited number of authorized Series A Membership Interests and Series B Membership Interests. The ownership by a Member of Membership Interests shall entitle such Member to allocations of profits and losses and other items and distributions of cash and other property as is set forth in Article 6 and Article 7.
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Membership Interests; Capitalization. (a) The capitalization of De Novo and each Company Subsidiary is as set forth on Exhibit A. Each Seller is the record and beneficial owner of the Membership Interest ownership percentage set forth opposite such Seller’s name on Exhibit A. No Seller owns any securities issued by, or other obligations of, De Novo or DNED other than as listed on Exhibit A and upon the sale and transfer of the Membership Interests as provided in Section 2.1, no Seller shall have any right, title or interest in any membership, voting and/or other equity interests (including profit sharing interests and partner interests) of the Company. Each Seller’s Pro Rata Allocation of the Total Purchase Price is as set forth on Exhibit I, which allocation is not in accordance with the Sellers’ equity/interest ownership percentages set forth on Exhibit A.
Sample 1
Membership Interests; Capitalization. (a) As of the Execution Date and immediately prior to giving effect to the consummation of the transactions contemplated by this Agreement, Seller owns beneficially and of record all of the Membership Interests, free and clear of any Lien (other than pursuant to securities Laws), and no other Person (other than Seller) owns, of record or beneficially, any membership interest, securities convertible into or exchangeable for any membership interest, any Option or any other Equity Interests in the Company. There are no restrictions on or agreements with respect to the voting rights of the Membership Interests, including any proxies, voting trusts or similar arrangements. Upon the delivery of and payment for the Membership Interests as provided for in this Agreement, Buyer will receive good and valid title to all of the Membership Interests, free and clear of all Liens, other than Liens created or imposed by Buyer or an Affiliate of Buyer or arising under securities Laws.
Sample 1
Membership Interests; Capitalization. (a) The Membership Interests constitute 100% of the total issued and outstanding securities of the Company. The Membership Interests have been duly authorized and are validly issued, fully-paid and non-assessable. None of the Membership Interests were offered, sold, or issued in violation of the Securities Act or any other applicable Law relating to the offer, sale, or issuance of securities. The Company is not under any obligation, contingent or otherwise, to register any of the Membership Interests under the Securities Act or any other applicable Law. There are no outstanding options, warrants, calls, rights, convertible or exchangeable securities, profits interests, or other rights, obligations, or Contracts of any character (i) relating to any of the securities of, or any other ownership or other interest in, the Company, or (ii) requiring any payments, directly or indirectly (in whole or in part), based on the price or value of the membership interests or other securities of the Company. There are no rights, obligations, or Contracts, contingent or otherwise, of the Company to purchase, redeem, or otherwise acquire any of the securities of the Company (other than this Agreement). Other than the Operating Agreement, there are no voting trusts, proxies, or other Contracts or understandings in effect with respect to the voting or transfer of any of the securities or other interests of the Company.
Sample 1

Related to Membership Interests; Capitalization

  • 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.

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

  • Organization; Capitalization Borrower is a corporation duly organized, validly existing and in good standing under the laws of the state of California and has all requisite corporate power and authority to own its property and to carry on its business as now being conducted.

  • Subsidiaries; Capitalization As of the Effective Date, the only Subsidiaries of the Borrower are those listed on Schedule 4.1, and the authorized, issued and outstanding Capital Stock of the Borrower and each such Subsidiary is as set forth on Schedule 4.1. As of the Effective Date, except as set forth on Schedule 4.1, (i) the shares of, or partnership or other interests in, each Subsidiary of the Borrower are owned beneficially and of record by the Borrower or another Subsidiary of the Borrower, are free and clear of all Liens, and are duly authorized, validly issued, fully paid and nonassessable, (ii) except as set forth on Schedule 4.1, none of its Subsidiaries has issued any securities convertible into, or options or warrants for, any common or preferred equity securities thereof, (iii) there are no agreements, voting trusts or understandings binding upon the Borrower or any of its Subsidiaries with respect to the voting securities of the Borrower or any of its Subsidiaries or affecting in any manner the sale, pledge, assignment or other disposition thereof, including any right of first refusal, option, redemption, call or other right with respect thereto, whether similar or dissimilar to any of the foregoing.

  • Company Capitalization The Company has an authorized capitalization as set forth in the Prospectus; the outstanding shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and nonassessable.

  • Ownership Interests Borrower owns no interest in any Person other than the Persons listed in SCHEDULE 6.4, equity investments in Persons not constituting Subsidiaries permitted under SECTION 8.7 and additional Subsidiaries created or acquired after the Closing Date in compliance with SECTION 7.19.

  • Company Capital Stock “Company Capital Stock” shall mean the Company Common Stock and the Company Preferred Stock.

  • Partnership Interests Except as may otherwise be provided herein, each Partner’s percentage interest in the assets, profits, and distributions of the Partnership (“Partnership Interest”) shall be as set forth in Exhibit B attached hereto and incorporated herein by reference.

  • Ownership Interest, Etc The Seller shall (and shall cause the Servicer to), at its expense, take all action necessary or desirable to establish and maintain a valid and enforceable undivided percentage ownership or security interest, to the extent of the Purchased Interest, in the Pool Receivables, the Related Security and Collections with respect thereto, and a first priority perfected security interest in the Pool Assets, in each case free and clear of any Adverse Claim, in favor of the Administrator (for the benefit of the Purchasers), including taking such action to perfect, protect or more fully evidence the interest of the Administrator (for the benefit of the Purchasers) as the Administrator, may reasonably request.

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