Nature of Membership Interests Sample Clauses

Nature of Membership Interests. All Membership Interests issued pursuant to, and in accordance with the requirements of this Article V shall be fully paid and non-assessable Membership Interests, except as such non-assessability may be affected by Section 18-607 of the Act.
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Nature of Membership Interests. Except for those rights expressly stated herein, a Member shall have an Economic Interest only in the Company, and, except as expressly set forth herein or as required by any provision of the Act that may not be waived by agreement, no Member shall have any right to vote on, consent to, or approve any action or transaction undertaken or approved by the Manager and shall have no other rights or powers of a “member” or holder of a “non-economic interest” in the Company pursuant to the Act. To the extent permitted by the Act, notwithstanding any showing that distributions under a charging order upon any economic interest of the Company will not pay the amount owed to the creditor within a reasonable time, no economic interest in the Company shall be subject to foreclosure.
Nature of Membership Interests. No right, title and interest of the Company in the Pledged Interests Issuers are represented by a certificate of interest or instrument, except such certificates or instruments, if any, as have been delivered to the Collateral Trustee and are held in its possession, together with transfer documents as required in this Pledge Agreement (and the Company covenants and agrees that any such certificates or instruments hereafter received by the Company with respect to any of the Pledged Collateral will be held in trust for the Collateral Trustee and promptly delivered to the Collateral Trustee).
Nature of Membership Interests. A. Other than as set forth herein, no person acting on behalf of any Seller is authorized to make, and by execution hereof, USN Corp acknowledges that no person has made, any representation, agreement, statement, warranty, guarantee or promise regarding the Membership Interests except as may be expressly set forth in this Agreement. No representation, warranty, agreement, statement, guarantee or promise, if any, made by any person acting on behalf of any Seller which is not contained in this Agreement will be valid or binding on any Seller.
Nature of Membership Interests. Membership Interests in the Company shall be personal property for all purposes. All property owned by the Company, whether real or personal, tangible or intangible, shall be deemed to be owned by the Company as an entity. No Member, individually, shall have ownership of such property.
Nature of Membership Interests. An Interest is personal property. A Member has no rights in respect of or interest in specific property of the Company.
Nature of Membership Interests. A. Other than as set forth herein, no person acting on behalf of any Seller is authorized to make, and by execution hereof, LGS acknowledges that no person has made, any representation, agreement, statement, warranty, guarantee or promise regarding the Membership Interests except as may be expressly set forth in this Agreement. No representation, warranty, agreement, statement, guarantee or promise, if any, made by any person acting on behalf of any Seller which is not contained in this Agreement will be valid or binding on any Seller.
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Related to Nature of Membership Interests

  • 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.

  • 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.

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

  • Transfers of Membership Interests (a) A Member may not transfer, assign, sell, pledge, hypothecate or otherwise dispose of any of the attributes of his, her or its Membership Interest (collectively, a “Transfer”), in whole or in part, to any Person without the prior written consent of the Board of Managers, which consent the Board of Managers may withhold in its sole discretion, and any attempted Transfer of a Membership Interest shall be null and void ab initio unless effected in accordance with this Article XI.

  • Purchase and Sale of Membership Interests Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Sellers shall sell to Purchaser, and Purchaser shall purchase and accept from Sellers, the Membership Interests, free and clear of all Liens (other than restrictions arising under applicable securities Laws or Gaming Laws).

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

  • Nature of Limited Partner Interests All Limited Partner Interests issued pursuant to, and in accordance with the requirements of, this Article V shall be fully paid and non-assessable Limited Partner Interests in the Partnership, except as such non-assessability may be affected by Sections 17-303, 17-607 or 17-804 of the Delaware Act.

  • Membership Interests; Additional Members Holdings is the sole initial Member of the Company as reflected in Exhibit A attached hereto. Additional Persons may be admitted to the Company as Members, and Membership Interests may be issued, on such terms and conditions as the existing Members, voting as a single class, may determine at the time of admission. The terms of admission or issuance must specify the Sharing Ratios applicable thereto and may provide for the creation of different classes or groups of Members or Membership Interests having different (including senior) rights, powers and duties. The Members may reflect the creation of any new class or group in an amendment to this Agreement, indicating the different rights, powers and duties, and such an amendment shall be approved and executed by the Members in accordance with the terms of this Agreement. Any such admission shall be effective only after such new Member has executed and delivered to the Members and the Company an instrument containing the notice address of the new Member, the new Member’s ratification of this Agreement and agreement to be bound by it.

  • 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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