Membership Units. The Company is initially organized with One (1) class of Membership Interests, designated in Units, which Units are initially the only class of equity in the Company. The Units shall have no par value and shall be of a single class with identical rights. The Company shall have a first lien on the Units of any Member for any debt or liability owed by such Member to the Company. Additional and different classes of Membership Interests represented by different Units may be created and issued to new or existing Members on such terms and conditions as the Governors may determine. Such additional and different classes may have different rights, powers and preferences (including, without limitation, voting rights and distribution preferences), which may be superior to those of existing Members. Members shall have no preemptive rights to acquire additional or newly created Units.
Membership Units. The Members shall have no rights or powers in respect of the Company (including, without limitation, any rights in respect of allocations of profit and loss or distributions) other than the rights conferred by this Agreement represented by issued and outstanding units of membership interest (the "Membership Units"), which shall be deemed to be personal property giving only the rights provided in this Agreement and which shall consist of one class ("Common Units"), which shall have rights and privileges, including voting rights as expressly set forth in this Agreement. Every Member by virtue of having become a Member shall be held to have expressly assented and agreed to the terms hereof and to have become a party hereto. Ownership of a Membership Unit shall not entitle a Member to any title in or to the whole or any part of the property of the Company or right to call for a partition or division of the same or for an accounting. The Initial Members of the Company, their addresses, and the respective classes and denominations of Membership Units held by them shall be as set forth on Schedule A hereto, and said schedule shall be amended from time to time by the Members or the Majority Member, as applicable, in accordance with the terms hereof to reflect the withdrawal of Members or the admission of additional Members pursuant to this Agreement. The Company hereby authorizes for issuance 200 Common Units. As of the date hereof, the Company shall have issued 200 Common Units to the Initial Members, as set forth on Schedule A hereto. Except for the Common Units issued on the date hereof, none of the Common Units may be issued by the Company without the prior written consent of a majority in interest of the Members.
Membership Units. Each Member shall receive the number of Membership Units set forth opposite such Member's name on Schedule I attached hereto, the number of Membership Units being received by each Member at the Effective Date being proportionate to such Member's respective ownership of the capital stock in the Corporation immediately prior to the Effective Date.
Membership Units. All Membership Units shall have identical rights in all respects as all other Membership Units except as otherwise specified in this Agreement. Each Member hereby agrees that its interest in the Company and in its Membership Units shall for all purposes be personal property.
Membership Units. The interest of each Member in the capital and profits of the Company will be in the form of Membership Units. Each Unit shall represent a contribution to the capital of the Company in an amount equal to the price paid per Unit. The Fund will sell Membership Units at a “Unit Price” that shall fluctuate quarterly based on the total collective Stated Value of the Fund Assets. The initial Unit Price will be $1,000. Investors who wish to purchase Units must complete and sign the Subscription Agreement, a signature page to the Operating Agreement, an Investor Suitability Questionnaire, and other such documentation as is deemed appropriate by the Manager, and send them together with a check or wire for the purchase price of the Units to the Manager. Upon receipt of appropriate executed documents, the Fund will immediately deposit Investor funds into its holding account (the “Subscription Account”), the date of which shall be the “Deposit Date.” Investors may execute the Unit Subscription documents at any time throughout a calendar quarter. However, an investment in the Units only become effective as an equity investment upon the Company’s transfer of an Investor’s funds into its operating account (the “Operating Account”) and as of the first day of the calendar quarter (the “Effective Date”) immediately following the Deposit Date. Investor funds held in the Subscription Account shall pay no interest to the Investor. The Company may utilize a new Investor’s funds for its operations between the Deposit Date and the Effective Date by transferring all or a portion of such funds as determined by the Manager (the date of which shall be the “Transfer Date”) from the Subscription Account to the Operating Account. Any such amounts transferred shall be treated as a loan to the Fund for which the Investor shall receive interest at 8% (annualized) during the period between the Transfer Date and the Effective Date. The Fund will pay the accrued interest (running from the Transfer Date of any funds to the Effective Date) on any funds transferred from the Subscription Account to the Operating Account in the form of a check to the Investor to be prepared and mailed on or shortly after the Effective Date. An Investor’s obligation to purchase Units with their full deposited amount shall be irrevocable during the time between the Deposit Date and the first day of the subsequent calendar quarter. As soon after the Effective Date as is practicable (typically on or around the 15th of...
Membership Units. The Company shall be authorized to issue one hundred (100) membership units ("Membership Units"), all of which shall be issued to the Member. Membership Units shall for all purposes be personal property.
Membership Units. The authorized capital of the Company shall consist solely of the following classes of Units, having the rights, powers and preferences herein described:
(a) The Company may issue Series A Units in such amounts, at such times, to such Persons and on such other terms and conditions as the Directors may determine. Ownership of one or more Series A Units shall entitle a Member to the Membership Voting Interest, Membership Economic Interest and other rights and obligation expressly set forth in this Agreement.
(b) The Company may issue Series B Units in such amounts, at such times, to such Persons and on such other terms and conditions as contained in this Agreement. Ownership of one or more Series B Units shall entitle a Member to the Membership Voting Interest, Membership Economic Interest and other rights and obligation expressly set forth in this Agreement.
(c) Subject to Section 5.6(d), the Company may issue Series C Units in such amounts, at such times, to such Persons and on such other terms and conditions as the Directors may determine. Ownership of one or more Series C Units shall entitle a Member to the Membership Voting Interest, Membership Economic Interest and other rights and obligation expressly set forth in this Agreement.
(d) The Company may issue Series U Units in such amounts, at such times, to such Persons and on such other terms and conditions as contained in this Agreement. Ownership of one or more Series U Units shall entitle a Member to the Membership Voting Interest, Membership Economic Interest and other rights and obligations expressly set forth in this Agreement.
(e) Other than as expressly set forth in this Agreement, Series A Units, Series B Units, Series C Units and Series U Units shall have identical rights. Except as provided in the following sentence, the special rights pertaining to Series B Units as set forth in Sections 5.6(c) and 9.11 shall remain in effect so long as the original Holder of the Series B Units and its Affiliates continue to own all Series B Units originally purchased by them. From and after May 1, 2011, the original Holder of the Series B Units and its Affiliates may sell up to 15% per annum (on a cumulative basis) of the Series B Units originally purchased without terminating the special rights pertaining to Series B Units as set forth in Sections 5.6(c) and 9.11; provided, however, that once the original Holder of Series B Units and its Affiliates hold 25% or less of the Series B Units originally purchase...
Membership Units. The Company is authorized to issue a total of 150,000,000 Membership Units consisting of two classes, including 50,000,000 Common Units and 100,000,000 Preferred Units (interchangeably referred to as “Membership Units”). The rights, duties, and obligations of the Members of the Company shall be governed by the terms and conditions of this Agreement and shall be represented by Membership Units. The Company intends to pay preferred dividends and redeem preferred units over time from cash flows, if any, from business operations.
Membership Units. The Membership Interests of the Members shall be represented by issued and outstanding Units, which may be divided into one or more types, classes or series. Each type, class or series of Units shall have the privileges, preference, duties, liabilities, obligations and rights, including voting rights, if any, set forth in this Agreement with respect to such type, class or series. The Manager shall maintain a schedule of all Members, their respective mailing addresses and the amount and series of Units held by them (the “Members Schedule”) and shall update the Members Schedule upon the issuance or Transfer of any Units to any new or existing Member. The Fund will sell Units at a “Unit Price” that may fluctuate from time to take after the Investment Period based on the total collective Stated Value of the Fund Assets. The initial Unit Price will be $1,000. The Fund will allow for fractional Units. Investors who wish to purchase Units must complete and sign the Subscription Agreement, a signature page to this Agreement, an Investor Suitability Questionnaire, and other such documentation as is deemed appropriate by the Manager. Upon receipt of the capital contribution, the Fund will immediately deposit investor funds into its holding account (the “Subscription Account”), the date of which shall be the “Deposit Date.” Investors may execute the Unit Subscription documents at any time, however, an investment in the Units only becomes effective as an equity investment as of the Effective Date. Investor funds held in the Subscription Account shall pay no interest to the Investor, no distributions to the investor, and shall confer no other rights upon the Investor.
Membership Units. The authorized capital of the Company shall consist solely of Units, having the rights, powers and preferences herein described:
(a) The Company may issue Units in such amounts, at such times, to such Persons and on such other terms and conditions as the Board may determine. Ownership of one or more Units shall entitle a Member to the Membership Voting Interest, Membership Economic Interest and other rights and obligation expressly set forth in this Agreement.
(b) Additional and different classes of Membership Interests represented by different Units may be created and issued to new or existing Members on such terms and conditions as the Directors may determine. Such additional and different classes may have different rights, powers and preferences (including, without limitation, voting rights and distribution preferences), which may be superior to those of existing Members. In the event of creation of additional Membership Interests, Exhibit A shall be updated as necessary by the Board to reflect such Membership Interests and the Board shall amend this Agreement, and the Members hereby consent to the amendment hereof, to reflect (a) the sale of additional Membership Interests with such terms as the Board shall deem appropriate, (b) the admission of additional Members. Except as expressly set forth in this Agreement, Members shall have no preemptive rights to acquire additional or newly created Units.
(c) No Member together with its Affiliates shall own in excess of forty percent (40%) of the Units of the Company.
