PREFERRED MEMBERS Sample Clauses

PREFERRED MEMBERS. AI Pan LLC By: Access Industries Management, LLC Its Manager By: /s/ Xxxxxxxxx Xxxxxx Name: Xxxxxxxxx Xxxxxx Title: Executive Vice President By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Executive Vice President IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. PREFERRED MEMBERS: ORBIMED PRIVATE INVESTMENTS VII, LP By: OrbiMed Capital GP VII LLC, its General Partner By: OrbiMed Advisors LLC, its Managing Member By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Member ORBIMED GENESIS MASTER FUND, L.P. By: OrbiMed Genesis GP LLC, its General Partner By: OrbiMed Advisors LLC, its Managing Member By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Member THE BIOTECH GROWTH TRUST PLC By: OrbiMed Capital LLC, solely in its capacity as Portfolio Manager By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Member IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. PREFERRED MEMBERS: RA CAPITAL HEALTHCARE FUND, L.P. By: RA Capital Healthcare Fund GP, LLC Its General Partner By: /s/ Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxxxx Title: Manager Address: RA Capital Management, L.P. 000 Xxxxxxxx Xxxxxx 00xx Xxxxx Xxxxxx, XX 00000 Attn: General Counsel
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs
PREFERRED MEMBERS. Third, losses for any Fiscal Year shall be allocated among the Preferred Members in proportion to their respective Percentage Interests, subject to the limitation in Section 10.2.4 below.
Sample 1Sample 2
PREFERRED MEMBERS. First, distributions for any Fiscal Year shall be made to the Preferred Members in accordance with their Percentage Interests until the balances of the Capital Accounts of the Common Members, when divided by total Capital Accounts, equal their respective Percentage Interests.
Sample 1Sample 2
PREFERRED MEMBERS. (i) At any time and from time to time, any holder of Series A Preferred Units shall have the xxxxx.xx require the Company to convert all or any portion of such Member’s Series A Preferred Units (including any fraction of a Unit) into a number of Common Units computed by dividing (x) the Series A Purchase Price applicable to such Series A Preferred Units to be converted by (y) the Series A Conversion Price applicable to the Series A Preferred Units to be converted.
Sample 1
PREFERRED MEMBERS. Print Name Above Sign Above IF Member is an Entity, specify name and title below: Name: Title: SCHEDULE A TO LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF INDY BRAND CLOTHING LLC Name Capital Contribution Percentage Interest Type of Unit Number of Units Price Per Unit Xxxxxxx Xxxxxx $ 0 25% Common Units 1,000,000 $ 1.25 Xxxxx Xxxxxx 0 25% Common Units 1,000,000 1.25 Xxx Xxxxxxxx 0 25% Common Units 1,000,000 1.25 Xxxxxxxx Xxxxxxxx 0 25% Common Units 1,000,000 1.25 Total $ 0 100% 4,000,000 NOTES:
Sample 1
PREFERRED MEMBERS. The Initial Preferred Member, together with all such other Persons who are admitted as Members of the Company in accordance with the terms of this Agreement and classified as “Preferred Members.”
Sample 1
PREFERRED MEMBERS. By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx By: /s/ Xxxx Xxxx Name: Xxxx Xxxx By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx
Sample 1
AutoNDA by SimpleDocs
PREFERRED MEMBERS. Print Name Above Sign Above IF Member is an Entity, specify name and title below: Name: Title: SCHEDULE A TO LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF GNH RESTAURANT 3 LLC Member Name and Address Common Units Series A Preferred Units Capital Contribution Percentage Interest Giggles N’Hugs, Inc. 0000 Xxxxxxxx Xxx Xxxxxxxx, Xxxxxxxxxx 00000 4,280,000 - $20,000
Sample 1

Related to PREFERRED MEMBERS

  • New Members No person may be admitted as a member of the Company without the approval of the Member.

  • Initial Members The initial Members of the LLC, their initial capital contributions, and their percentage interest in the LLC are as follows: Members Percentage Interest in LLC Capital Contribution (If any)

  • Other Members The Holding Company may offer the Offer Shares, if any, remaining after the Subscription Offering, in the Community Offering on a priority basis to natural persons residing in the New Jersey counties of Cumberland and Gloucester; to the Minority Stockholders as of the Voting Record Date, and then to the general public. In the event a Community Offering is held, it may be held at any time during or immediately after the Subscription Offering. Depending on market conditions, Offer Shares available for sale but not subscribed for in the Subscription Offering or purchased in the Community Offering may be offered in the Syndicated Community Offering to members of the general public through a syndicate of registered broker-dealers under the terms set forth on Exhibit A (“Assisting Brokers”) that are members of the Financial Industry Regulatory Authority (“FINRA”) managed by Stifel as the sole book running manager. It is acknowledged that the number of Offer Shares to be sold in the Offering may be increased or decreased as described in the Prospectus (as hereinafter defined); that the purchase of the Offer Shares in the Offering is subject to maximum and minimum purchase limitations as described in the Plan and the Prospectus; and that the Holding Company may reject, in whole or in part, any subscription received in the Community Offering and Syndicated Community Offering. The Holding Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a Registration Statement on Form S-1 (File No. [__________]) in order to register the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and the regulations promulgated thereunder (the “1933 Act Regulations”), and has filed such amendments thereto as have been required to the date hereof (the “Registration Statement”). The prospectus, as amended, included in the Registration Statement at the time it initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the 1933 Act Regulations differing from the prospectus included in the Registration Statement at the time it initially becomes effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission and shall include any supplements and amendments thereto from and after their dates of effectiveness or use, respectively. In connection with the Conversion, the MHC filed with the OTS an application for conversion to a stock company (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OTS in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Parts 575 and 563b (collectively with the HOLA, the “Conversion Regulations”). The Holding Company has also filed with the OTS its application on Form H-(e)1-S (together with any interim merger applications and any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. Collectively, the Conversion Application and the Holding Company Application may also be termed the “Applications.” Concurrently with the execution of this Agreement, the Holding Company is delivering to the Agent copies of the Prospectus dated [______________], 2010 to be used in the Subscription Offering and Community Offering (if any), and, if necessary, will deliver copies of the Prospectus and any prospectus supplement for use in a Syndicated Community Offering.

  • Interest Holders The Administrative Agent may treat each Lender, or the Person designated in the last notice filed with the Administrative Agent, as the holder of all of the interests of such Lender in its portion of the Loans and in its Note until written notice of transfer, signed by such Lender (or the Person designated in the last notice filed with the Administrative Agent) and by the Person designated in such written notice of transfer, in form and substance satisfactory to the Administrative Agent, shall have been filed with the Administrative Agent.

  • Registered Members The Company shall be entitled to recognize the exclusive right of a Person registered on its records as the owner of Units for all purposes and shall not be bound to recognize any equitable or other claim to or interest in Units on the part of any other Person, whether or not it shall have express or other notice thereof, except as otherwise provided by the Act or other applicable Law.

  • Limited Partners The Limited Partners shall not participate in the general conduct or control of the Partnership’s affairs and shall have no right or authority to act for or to bind the Partnership. The Limited Partners shall not be required to assume, endorse or guarantee any liabilities of the Partnership.

  • Preferred Units Without the consent of any Common Unitholder, the Board may cause the Company to issue one class of Preferred Units, which Preferred Units would have rights senior to those of the Common Units, and such other characteristics as the Board may determine, but, for so long as the Company operates as a BDC, in a manner that complies with the legal requirements applicable to a BDC. Prior to the issuance of a series of Preferred Units, the Board shall set the terms, preferences, conversion or other rights, voting powers, restrictions, limitations as to distributions, qualifications and terms or conditions of redemption.

  • Class A Units If a Warrantholder exercises Warrants in connection with a tender offer for settlement prior to the First Regular Call Date, each Class A Unit called in connection with such exercise shall receive, in addition to principal and accrued interest, $1.50 per Class A Unit from the proceeds of the Warrant exercise. Class B Payments: If a Warrantholder exercises Warrants, then the Class B Units designated to be called in connection with such exercise shall receive the corresponding portion of the Class B Present Value Amount, adjusted for accrued Class B Payments on the Class B Units otherwise paid. If the Underlying Security Issuer redeems Underlying Securities and the previous paragraph does not apply, then the Class B Units designated for a redemption in connection with such redemption of Underlying Securities shall receive the amount with respect to the Class B Present Value Amount allocated for distribution in accordance with the applicable provisions of the Distribution Priorities below, paid as of the date of such redemption as an additional distribution.

  • Preferred Distributions For any period and without duplication, all Distributions paid, declared but not yet paid or otherwise due and payable during such period on Preferred Securities issued by the Borrower or any of its Subsidiaries or REIT. Preferred Distributions shall not include dividends or distributions: (a) paid or payable solely in Equity Interests of identical class payable to holders of such class of Equity Interests; (b) paid or payable to the Borrower or any of its Subsidiaries; or (c) constituting or resulting in the redemption of Preferred Securities, other than scheduled redemptions not constituting balloon, bullet or similar redemptions in full.

  • Percentage Interests If the number of outstanding Partnership Units increases or decreases during a taxable year, each Partner’s Percentage Interest shall be adjusted by the General Partner effective as of the effective date of each such increase or decrease to a percentage equal to the number of Partnership Units held by such Partner divided by the aggregate number of Partnership Units outstanding after giving effect to such increase or decrease. If the Partners’ Percentage Interests are adjusted pursuant to this Section 4.6, the Profits and Losses for the taxable year in which the adjustment occurs shall be allocated between the part of the year ending on the day when the adjustment occurs and the part of the year beginning on the following day either (i) as if the taxable year had ended on the date of the adjustment or (ii) based on the number of days in each part. The General Partner, in its sole and absolute discretion, shall determine which method shall be used to allocate Profits and Losses for the taxable year in which the adjustment occurs. The allocation of Profits and Losses for the earlier part of the year shall be based on the Percentage Interests before adjustment, and the allocation of Profits and Losses for the later part shall be based on the adjusted Percentage Interests.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!