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 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. (b) Each Seller holds of record and owns beneficially, and has good, valid, and marketable title to, those Membership Interests set forth next to his, her, or its name in Annex A hereto, free and clear of any Encumbrances (other than statutory transfer restrictions generally imposed on securities under the Securities Act and applicable state securities Laws). No Seller is a party to any option, warrant, purchase right, or other Contract or commitment (other than this Agreement) that could require such Seller to sell, transfer, or otherwise dispose of any Membership Interests. Other than the Operating Agreement, no Seller is a party to any voting trust, proxy, or other Contract or understanding with respect to the voting of any Membership Interest. Upon the consummation of the Transactions in accordance with the terms hereof, Buyer shall acquire good and valid title to the Membership Interests, free and clear of all Encumbrances, other than Encumbrances created by Buyer.
Sample 1
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. (b) The Membership Interests are owned by each Seller and held by each Seller free and clear of all Encumbrances. De Novo owns 100% of the issued and outstanding equity of DN London free and clear of all Encumbrances. (c) De Novo Membership Interests comprise 100% of the issued and outstanding equity of De Novo and DNED Membership Interests comprise 100% of the issued and outstanding equity of DNED. (d) As of the date hereof: (i) the Membership Interests represent all Membership Interests issued and outstanding; (ii) no membership, voting and/or other equity interests (including profit sharing interests and partner interests) in De Novo or DNED are owned by any Person who is not a Seller; and (iii) no equity interests in DN London are owned by any Person other than De Novo. All the outstanding membership, voting and/or other equity interests (including profit sharing interests and partner interests) in De Novo and DNED and all outstanding equity interests in DN London are duly authorized, validly issued, fully paid and non-assessable. There is no Voting Debt of De Novo or any Company Subsidiary issued and outstanding. As of the date hereof, except as set forth in the Operating Agreements, there are no (y) existing options, warrants, calls, preemptive rights, subscriptions or other rights, agreements, arrangements or commitments of any character, relating to the issued or unissued equity interests in De Novo or any Company Subsidiary, obligating De Novo or any Company Subsidiary to issue, transfer or sell or cause to be issued, transferred or sold any equity interests or Voting Debt of, or other equity or debt interest in, De Novo or any Co...
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. (b) All of the Company’s issued and outstanding membership interests are owned by Seller, and the Membership Interests constitute all of the issued and outstanding membership or other Equity Interests in the Company. All of the Company’s issued and outstanding membership interests were duly authorized and validly issued and are fully paid and nonassessable (except as such non-assessability may be affected by Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act). Except for the rights created pursuant to this Agreement, there are no outstanding options, warrants, convertible securities, exchangeable securities, phantom stock, profit participation, purchase rights, preemptive rights, exchange rights, puts, calls, rights of first refusal or other rights, agreements, arrangements or commitments (contingent or otherwise) of any kind relating to the right to subscribe for or purchase or sell membership or other Equity Interests in the Company or obligating the Company to issue or sell any membership or other Equity Interests in the Company. There are no outstanding obligations of the Company to repurchase, redeem or otherwise acquire any membership or other Equity Interests in the Company or to provide funds to, or make any investment in, any other Person. (c) Except for the Company’s ownership of Equity Interests in the Pipeline Sub, no Acquired Company owns any Equity Interests or other securities in any other Person. All of the Pipeline Sub’s issued and outstanding membership...
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. (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:

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

  • 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.

  • 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.

  • Additional Partnership Interests If the Partnership issues Partnership Interests in accordance with Section 4.2 or 4.3, the distribution priorities set forth in Section 5.1 shall be amended, as necessary, to reflect the distribution priority of such Partnership Interests and corresponding amendments shall be made to the provisions of Exhibit B.

  • Membership Interest The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.

  • 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.

  • 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.

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