Preferred Membership Interests. Where appropriate, the provisions of this Agreement shall apply separately to the Class D-1 Preferred Membership Interests and Class D-2 Preferred Membership Interests.
Preferred Membership Interests. The Series 1999-1 Preferred Membership Interests have been duly and validly authorized and issued under the LLC Agreement and the Series 0000-0 Xxxxxxxxx Membership Certificate has been duly executed by the Issuer and has been validly issued under the LLC Agreement. As of the Series 1999-1 Closing Date, VMS hereby makes the following representations and warranties to PARCO, the APA Bank and the Funding Agent, on which PARCO, the APA Bank and the Funding Agent shall rely for all purposes of this Agreement and the Transac-tion Documents:
Preferred Membership Interests. The Board of Directors is authorized to provide for the issuance of up to 12,000 units of Preferred Membership Interests in one or more transactions, for consideration of $100.00 per unit. No holder of Preferred Membership Interests shall have the right to vote in the election of Directors or upon any other matter or question except as may be otherwise required by Section 2.05 herein. The preferences, limitations and relative rights of the Preferred Membership Interests are as follows:
Preferred Membership Interests. At the Closing Time, the Issuers and the Guarantors shall have received all required consents and approvals to change the respective Scheduled Redemption Dates of the preferred membership interests of each of the Company, Investors and Holdings to November 14, 2009.
Preferred Membership Interests. Each Seller that is acquiring Preferred Membership Interests (A)(i) is an "accredited investor" (as defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended) and (ii) is a "qualified purchaser" as defined in Section 2(a)51 of the Investment Company Act of 1940, as amended, and the rules promulgated thereunder and (B) is acquiring the Preferred Membership Interests for its own account for investment purposes only and not with a view to resell or distribute the same or any part thereof.
Preferred Membership Interests. The Preferred Membership Interests shall be evidenced by the membership interest certificates substantially in the form of Exhibit A attached hereto, to be issued by Buyer to Seller on the Closing Date in accordance with Section 3 and this Section 3.1. The Preferred Membership Interests shall (i) entitle the Seller, or any subsequent holder thereof, to receive Preferred Distributions commencing the Closing Date at an annual rate of nine percent (9%) of the original face amount thereof, which distributions shall be cumulative and paid semi-annually (the "Preferred Distributions"), and (ii) on the eighteenth (18th) month anniversary of the Closing Date (the "Redemption Date"), be redeemed in part by Buyer in an original face amount of Three Million Dollars ($3,000,000.00) (the "Minimum Partial Redemption") at a purchase price (the "Mandatory Redemption Purchase Price") equal to the sum of Three Million Dollars ($3,000,000.00), plus any accrued and unpaid Preferred Distributions; provided however, that, subject to Section 18.2 and Section 4.13 (as limited by Section 18.3), the Mandatory Redemption Purchase Price shall be reduced or set off by the full amount of any Claims (as defined in Section 4.13) and Damages (as defined in Section 18.1) required to be paid by Seller to Buyer under this
Preferred Membership Interests. Notwithstanding anything to the contrary herein, the composition of the Board of Managers is subject to the rights of the holders of the Company’s Fixed Rate Cumulative Perpetual Preferred Membership Interests, Series D-1 and Fixed Rate Cumulative Perpetual Preferred Membership Interests, Series D-2.
Preferred Membership Interests
