Membership Interests, Units and Transfers Sample Clauses

Membership Interests, Units and Transfers. 30 3.1 Units; Class and Series of Membership Interests; Members 30 3.2 Number of Members 34 3.3 Representations and Warranties 34 3.4 Restrictions on Transferring a Member’s Units 35 3.5 Documentation; Validity of Transfer 36 3.6 Possible Additional Restrictions on Transfer 37 3.7 Additional Members; Substituted Members 37 3.8 Information 38 3.9 Liability to Third Parties 40 3.10 Resignation; Withdrawal 40 3.11 Right of First Offer 40 3.12 Sale Event 41 3.13 Equitable Relief 46 3.14 Time is of the Essence 46 Article 4 Capital Contributions; Member Loans 46 4.1 Capital Contributions 46 4.2 Emergencies 50 4.3 Non-Emergency Shortfalls 52 4.4 No Requirement to Provide Member Loans 53 4.5 Return of Contributions 53 4.6 Capital Accounts 53 4.7 Contributions of Contributed Property 54 4.8 Working Capital Loans by UNT Member 54 Article 5 Allocations and Distributions 55 5.1 Allocations for Capital Account Purposes 55 5.2 Allocations for Tax Purposes 57 i 5.3 Requirement of Distributions 58 5.4 Emergency Reserves and Draws on Guarantees 61 Article 6 Management 62 6.1 General 62 6.2 Authority of Board 62 6.3 Limitation on Liability of Managing Member 63 6.4 Board of Managers 63 6.5 Fiduciary Duties of Board Managers 65 6.6 Required Approvals by the Board 65 6.7 Meetings of the Board 69 6.8 Budgets 71 6.9 Officers 73 6.10 Compensation and Reimbursement 73 Article 7 Indemnification 73 7.1 Right to Indemnification 73 7.2 Advance Payment 73 7.3 Appearance as a Witness 74 7.4 Non-exclusivity of Rights 74 7.5 Insurance 74 7.6 General 74 7.7 Savings Clause 74 7.8 Scope of Indemnity 74 7.9 Other Indemnities 74 7.10 Limitation on Indemnification 75 7.11 Exculpation 75 Article 8 Taxes 75 8.1 Tax Returns 75 8.2 Tax Elections 76 8.3 Partnership Representative 76 8.4 Revised Partnership Audit Provisions 77 8.5 Texas Franchise Tax Sharing Arrangement 77 Article 9 Books, Records, Reports, and Bank Accounts 77 9.1 Maintenance of Books 77 9.2 Reports 77 9.3 Accounts 80 9.4 Accountants 80 9.5 Environmental, Health and Safety Program 80 Article 10 Dissolution, Liquidation and Termination 81 10.1 Dissolution 81 10.2 Liquidation and Termination 81 10.3 Provision for Contingent Claims 83 10.4 Deficit Capital Accounts 83 10.5 Deemed Contribution and Distribution 83 Article 11 Amendment of the Agreement 84 11.1 Amendments to be Adopted by the Company 84 11.2 Amendment Procedures 84 Article 12 Membership Interests 85 12.1 Certificates 85 12.2 Registered Holders 85 12.3 Security 85 Article 1...
Sample 1
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Related to Membership Interests, Units and Transfers

  • 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.

  • 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.

  • Transfers of Partnership Interests Except as the Partners may otherwise agree from time to time, a Partner may not Transfer all or any part of its Partnership Interest without the Consent of each other Partner, which Consent may be withheld in the sole discretion of each such other Partner.

  • 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.

  • Assignment of Membership Interests The Assignment of Membership Interests shall have been fully executed and delivered to Purchaser.

  • 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.

  • Transfers of Membership Interests Except as set forth in this Article 9 or elsewhere in this Agreement, no Investor may Transfer all or any part of such Investor’s Shares; provided, however, that an Investor may, with the prior written consent of the Manager, which consent may be withheld or denied for any reason, and upon compliance with this Article 9, Transfer all or a portion of such Investor’s Shares. In the case of any attempted or purported Transfer of a Share not in compliance with this Agreement, the transferring Investor may be designated as a “Defaulting Member”. Notwithstanding the foregoing, unless agreed to by the Manager in writing, no Investor may enter into, create, sell or Transfer any financial instrument or contract the value of which is determined in whole or in part by reference to the Fund (including the amount of Fund distributions, the value of the Fund Assets, or the results of Fund operations), within the meaning of Section 1.7704-1(a)(2)(i)(B) of the Regulations.

  • Transfer of Membership Interest The Sole Member may Transfer any part or all of its rights and interest (including, but not limited to, its Capital Account) in the Company (each a “Membership Interest”) now owned or hereafter acquired to any Person, and the transferee of such Membership Interest shall become a Member of the Company.

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