Membership Interests; Initial Capitalization; Initial Capital Accounts. (a) The LLP shall have three authorized classes of Membership Interests, consisting of 354,500 Class B Membership Interests, 15 Class D Membership Interests and 24,000 Class E-1 Membership Interests. A Membership Interest shall for all purposes be personal property. For purposes of this Agreement, Membership Interests held by the LLP or any of its Subsidiaries shall be deemed not to be outstanding. The LLP may issue fractional Membership Interests pursuant to the terms of this Agreement, and all Membership Interests shall be rounded to the fourth decimal place.
(b) Upon the execution and delivery of the Amended and Restated Limited Liability Company Agreement of the LLP, dated October 6, 2009, each of the Persons named as a Member on the Schedule of Members as of the Initial Effective Date was admitted as a Member of the LLP, with the type and number of Membership Interests set forth on the Schedule of Members at such time, with effect as of the Initial Effective Date. The LLP shall update the Schedule of Members to reflect any changes in the Members and the Membership Interests of the Members after the Initial Effective Date in accordance with the terms of this Agreement (provided that the LLP’s failure to amend such Schedule of Members shall not affect or impair the rights or Membership Interest of any Member). The initial Capital Account balance of each Member shall be deemed to be the amount set forth opposite its name on the Schedule of Members as of the Initial Effective Date.
(c) Any Class D Membership Interest cancelled pursuant to the terms of Section 8.1(c) shall be immediately available for issue to any other Person elected to be a Manager in accordance with the terms of this Agreement.
Membership Interests; Initial Capitalization; Initial Capital Accounts. The Company shall initially have three authorized classes of Membership Interests, consisting of (i) 100,000 Class A Membership Interests, (ii) 2,000 Class D Membership Interests, which Class D Membership Interests shall be “profits interests” and not “capital interests” as such terms are defined in Revenue Procedure 93-27, 1993-2 C.B. 343, which may be issued in one or more series and which shall be issued in the same amount and same series as the XxxXx Management Units issued by XxxXx Management Company and (iii) 20 Residual Value Interests, which shall have the rights and preferences set forth in this Agreement. The Company shall initially issue a single series of Class D Membership Interests consisting of up to 2,000 Class D series D-l Membership Interests (the “Class D-l Membership Interests”). A Membership Interest shall for all purposes be personal property. For purposes of this Agreement, Membership Interests held by the Company or any of its Subsidiaries shall be deemed not to be outstanding. The Company may issue fractional Membership Interests pursuant to the terms of this Agreement, and all Membership Interests shall be rounded to the fourth decimal place.
Membership Interests; Initial Capitalization; Initial Capital Accounts. The Company shall initially have three authorized classes of Membership Interests, consisting of (i) 100,000 Class A Membership Interests, (ii) 2,000 Class D Membership Interests, which Class D Membership Interests shall be “profits interests” and not “capital interests” as such terms are defined in Revenue Procedure 93-27, 1993-2 C.B. 343, which may be issued in one or more series and which shall be issued in the same amount and same series as the XxxXx Management Units issued by XxxXx Management Company and (iii) 20 Residual Value Interests, which shall have the rights and preferences set forth in this Agreement. The Company shall initially issue a single series of Class D Membership Interests consisting of up to 2,000 Class D series D-l Membership Interests (the “Class D-l Membership Interests”). A Membership Interest shall for all purposes be personal property. For purposes of this Agreement, Membership Interests held by the Company or any of its Subsidiaries shall be deemed not to be outstanding. The Company may issue fractional Membership Interests pursuant to the terms of this Agreement, and all Membership Interests shall be rounded to the fourth decimal place.
