Common use of Roll-Up Transaction or Public Listing Clause in Contracts

Roll-Up Transaction or Public Listing. The Manager may at any time in its discretion cause the Company to: (a) enter into a transaction or series of related transactions designed to cause all or a portion of the Company’s assets and properties to be sold, transferred or contributed to, or convert the Company into, one or more alternative vehicles, through consolidation(s), merger(s) or other similar transaction(s) with other companies, some of which may be managed by the Manager, the Sponsor or its Affiliates (a “Roll-Up Transaction”); or (b) list the Company’s Shares (or securities issued in connection with any Roll-Up Transaction vehicle) on a national securities exchange. In connection with a Roll-Up Transaction, Members may receive from the Roll-Up Transaction vehicle cash, stock, securities or other interests or assets of such vehicle, on such terms as the Manager deems fair and reasonable; provided, however, that the Manager shall be required to obtain approval of Members holding a majority of the Outstanding Common Shares if required by applicable laws or regulations. Any cash, stock, securities or other interests or assets received by the Company in a Roll-Up Transaction may be distributed to the Members in liquidation of their interests in the Company.

Appears in 71 contracts

Samples: Operating Agreement (Groundfloor Loans 1, LLC), Operating Agreement (Groundfloor Loans 1, LLC), Operating Agreement (Fundrise eFund, LLC)

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Roll-Up Transaction or Public Listing. The Manager may at any time in its discretion cause the Company to: (a) enter into a transaction or series of related transactions designed to cause all or a portion of the Company’s assets and properties to be sold, transferred or contributed to, or convert the Company into, one or more alternative vehicles, through consolidation(s), merger(s) or other similar transaction(s) with other companies, some of which may be managed by the Manager, the Sponsor or its Affiliates (a “Roll-Up Transaction”); or (b) list the Company’s Shares Units (or securities issued in connection with any Roll-Up Transaction vehicle) on a national securities exchange. In connection with a Roll-Up Transaction, Members may receive from the Roll-Up Transaction vehicle cash, stock, securities or other interests or assets of such vehicle, on such terms as the Manager deems fair and reasonable; provided, however, that the Manager shall be required to obtain approval of Members holding a majority of the Outstanding Common Shares Units if required by applicable laws or regulations. Any cash, stock, securities or other interests or assets received by the Company in a Roll-Up Transaction may be distributed to the Members in liquidation of their interests in the Company.

Appears in 7 contracts

Samples: Limited Liability Company Agreement (Birgo Reiturn Fund LLC), Limited Liability Company Agreement (Birgo Reiturn Fund LLC), Limited Liability Company Agreement (Birgo Reiturn Fund Manager LLC)

Roll-Up Transaction or Public Listing. The Manager may at any time in its discretion cause the Company to: (a) enter into a transaction or series of related transactions designed to cause all or a portion of the Company’s assets and properties to be sold, transferred or contributed to, or convert the Company into, one or more alternative vehicles, through consolidation(s), merger(s) or other similar transaction(s) with other companies, some of which may be managed by the Manager, the Sponsor Manage or its Affiliates (a “Roll-Up Transaction”); or (b) list the Company’s Shares Bits (or securities issued in connection with any Roll-Up Transaction vehicle) on a national securities exchange. In connection with a Roll-Up Transaction, Members may receive from the Roll-Up Transaction vehicle cash, stock, securities or other interests or assets of such vehicle, on such terms as the Manager deems fair and reasonable; provided, however, that the Manager shall be required to obtain approval of Members holding a majority of the Outstanding Common Shares Bits if required by applicable laws or regulations. Any cash, stock, securities or other interests or assets received by the Company in a Roll-Up Transaction may be distributed to the Members in liquidation of their interests in the Company.

Appears in 3 contracts

Samples: Operating Agreement (Building Bits Properties I, LLC), Operating Agreement (Building Bits Properties I, LLC), Operating Agreement (Building Bits Properties I, LLC)

Roll-Up Transaction or Public Listing. The Manager may at any time in its discretion cause the Company to: (a) a. enter into a transaction or series of related transactions designed to cause all or a portion of the Company’s assets and properties to be sold, transferred or contributed to, or convert the Company into, one or more alternative vehicles, through consolidation(s), merger(s) or other similar transaction(s) with other companies, some of which may be managed by the Manager, the Sponsor or its Affiliates (a “Roll-Up Transaction”); or (b) b. list the Company’s Shares (or securities issued in connection with any Roll-Up Transaction vehicle) on a national securities exchange. In connection with a Roll-Up Transaction, Members may receive from the Roll-Up Transaction vehicle cash, stock, securities or other interests or assets of such vehicle, on such terms as the Manager deems fair and reasonable; provided, however, that the Manager shall be required to obtain approval of Members holding a majority of the Outstanding Common Shares if required by applicable laws or regulations. Any cash, stock, securities or other interests or assets received by the Company in a Roll-Up Transaction may be distributed to the Members in liquidation of their interests in the Company.

Appears in 3 contracts

Samples: Operating Agreement (Efund City Metro Income Fund LLC), Operating Agreement (Efund City Metro Income Fund LLC), Operating Agreement (Efund City Metro Income Fund LLC)

Roll-Up Transaction or Public Listing. The Manager Board may at any time in its discretion cause the Company to: (a) enter into a transaction or series of related transactions designed to cause all or a portion of the Company’s assets and properties to be sold, transferred transferred, or contributed to, or convert the Company into, one or more alternative vehicles, through consolidation(s), merger(s) ), or other similar transaction(s) with other companies, some of which may be managed by the Investment Manager, the Sponsor Sponsor, or its their respective Affiliates (a “Roll-Up Transaction”); or (b) list the Company’s Shares (or securities issued in connection with any Roll-Up Transaction vehicle) on a national securities exchange. In connection with a Roll-Up Transaction, Members may receive from the Roll-Up Transaction vehicle cash, stock, securities securities, or other interests or assets of such vehicle, on such terms as the Manager Board deems fair and reasonable; provided, however, that the Manager Board shall be required to obtain approval of Members holding a majority of the Outstanding Common Shares if required by applicable laws or regulations. Any cash, stock, securities securities, or other interests or assets received by the Company in a Roll-Up Transaction may be distributed to the Members in liquidation of their interests in the Company.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (Fundrise Growth Tech Fund, LLC), Limited Liability Company Agreement (Fundrise Income Real Estate Fund, LLC), Limited Liability Company Agreement (Fundrise Income Real Estate Fund, LLC)

Roll-Up Transaction or Public Listing. The Manager may at any time in its discretion cause the Company to: (a) enter into a transaction or series of related transactions designed to cause all or a portion of the Company’s assets and properties to be sold, transferred or contributed to, or convert the Company into, one or more alternative vehicles, through consolidation(s), merger(s) or other similar transaction(s) with other companies, some of which may be managed by the Manager, the Sponsor or its Affiliates (a “Roll-Up Transaction”); or (b) list the Company’s Shares (or securities issued in connection with any Roll-Up Transaction vehicle) on a national securities exchange. In connection with a Roll-Up Transaction, Members may receive from the Roll-Up Transaction vehicle cash, stock, securities or other interests or assets of such vehicle, on such terms as the Manager deems fair and reasonable; provided, however, that the Manager shall be required to obtain approval of Members holding a majority of the then issued and Outstanding Common Shares if required by applicable laws or regulations. Any cash, stock, securities or other interests or assets received by the Company in a Roll-Up Transaction may be distributed to the Members in liquidation of their interests in the Company.

Appears in 2 contracts

Samples: Operating Agreement (Platform Ventures Diversified Housing REIT, LLC), Operating Agreement (Platform Ventures Diversified Housing REIT, LLC)

Roll-Up Transaction or Public Listing. The Manager Board may at any time in its discretion cause the Company to: (a) enter into a transaction or series of related transactions designed to cause all or a portion of the Company’s assets and properties to be sold, transferred or contributed to, or convert the Company into, one or more alternative vehicles, through consolidation(s), merger(s) or other similar transaction(s) with other companies, some of which may be managed by the Manager, the Sponsor a Manager or its Affiliates (a “Roll-Up Transaction”); or (b) list the Company’s Shares (or securities issued in connection with any Roll-Up Transaction vehicle) on a national securities exchange. In connection with a Roll-Up Transaction, Members may receive from the Roll-Up Transaction vehicle cash, stock, securities or other interests or assets of such vehicle, on such terms as the Manager Board deems fair and reasonable; provided, however, that the Manager Board shall be required to obtain approval of Members holding a majority of the Outstanding outstanding Common Shares if required by applicable laws or regulations. Any cash, stock, securities or other interests or assets received by the Company in a Roll-Up Transaction may be distributed to the Members in liquidation of their interests in the Company.

Appears in 1 contract

Samples: Operating Agreement (StartEngine Real Estate REIT 1 LLC)

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Roll-Up Transaction or Public Listing. The Manager Board may at any time in its discretion cause the Company to: (a) enter into a transaction or series of related transactions designed to cause all or a portion of the Company’s assets and properties to be sold, transferred or contributed to, or convert the Company into, one or more alternative vehicles, through consolidation(s), merger(s) or other similar transaction(s) with other companies, some of which may be managed by the Manager, the Sponsor a Board or its Affiliates (a “Roll-Up Transaction”); or (b) list the Company’s Shares (or securities issued in connection with any Roll-Up Transaction vehicle) on a national securities exchange. In connection with a Roll-Up Transaction, Members may receive from the Roll-Up Transaction vehicle cash, stock, securities or other interests or assets of such vehicle, on such terms as the Manager Board deems fair and reasonable; provided, however, that the Manager Board shall be required to obtain approval of Members holding a majority of the Outstanding outstanding Common Shares if required by applicable laws or regulations. Any cash, stock, securities or other interests or assets received by the Company in a Roll-Up Transaction may be distributed to the Members in liquidation of their interests in the Company.

Appears in 1 contract

Samples: Operating Agreement (LODE Payments International LLC)

Roll-Up Transaction or Public Listing. The Manager may at any time in its discretion cause the Company to: (a) enter into a transaction or series of related transactions designed to cause all or a portion of the Company’s assets and properties to be sold, transferred or contributed to, or convert the Company into, one or more alternative vehicles, through consolidation(s), merger(s) or other similar transaction(s) with other companies, some of which may be managed by the Manager, the Sponsor Manage or its Affiliates (a “Roll-Up Transaction”); or (b) list the Company’s Shares Units (or securities issued in connection with any Roll-Up Transaction vehicle) on a national securities exchange. In connection with a Roll-Up Transaction, Members may receive from the Roll-Up Transaction vehicle cash, stock, securities or other interests or assets of such vehicle, on such terms as the Manager deems fair and reasonable; provided, however, that the Manager shall be required to obtain approval of Members holding a majority of the Outstanding Common Shares Units if required by applicable laws or regulations. Any cash, stock, securities or other interests or assets received by the Company in a Roll-Up Transaction may be distributed to the Members in liquidation of their interests in the Company.

Appears in 1 contract

Samples: Operating Agreement (World Tree Usa, LLC)

Roll-Up Transaction or Public Listing. The Manager Board may at any time in its discretion cause the Company to: (a) enter into a transaction or series of related transactions designed to cause all or a portion of the Company’s assets and properties to be sold, transferred or contributed to, or convert the Company into, one or more alternative vehicles, through consolidation(s), merger(s) or other similar transaction(s) with other companies, some of which may be managed by the Investment Manager, the Sponsor or its Affiliates (a “Roll-Up Transaction”); or (b) list the Company’s Shares (or securities issued in connection with any Roll-Up Transaction vehicle) on a national securities exchange. In connection with a Roll-Up Transaction, Members may receive from the Roll-Up Transaction vehicle cash, stock, securities or other interests or assets of such vehicle, on such terms as the Manager Board deems fair and reasonable; provided, however, that the Manager Board shall be required to obtain approval of Members holding a majority of the Outstanding Common Shares if required by applicable laws or regulations. Any cash, stock, securities or other interests or assets received by the Company in a Roll-Up Transaction may be distributed to the Members in liquidation of their interests in the Company.

Appears in 1 contract

Samples: Limited Liability Company Operating Agreement (Fundrise Real Estate Interval Fund, LLC)

Roll-Up Transaction or Public Listing. The Manager may at any time in its discretion cause the Company to: (a) enter into a transaction or series of related transactions designed to cause all or a portion of the Company’s assets and properties to be sold, transferred or contributed to, or convert the Company into, one or more alternative vehicles, through consolidation(s), merger(s) or other similar transaction(s) with other companies, some of which may be managed by the Manager, the Sponsor or its Affiliates (a “Roll-Up Transaction”); or (b) list the Company’s Shares (or securities issued in connection with any Roll-Up Transaction vehicle) on a national securities exchange. In connection with a Roll-Up Transaction, Members may receive from the Roll-Up Transaction vehicle cash, stock, securities or other interests or assets of such vehicle, on such terms as the Manager deems fair and reasonable; provided, however, that the Manager shall be required to obtain approval of Members holding a majority of the Outstanding Common Shares if required by applicable laws or regulations. Any cash, stock, securities or other interests or assets received by the Company in a Roll-Up Transaction may be distributed to the Members in liquidation of their interests in the Company.

Appears in 1 contract

Samples: Operating Agreement (Arrived Debt Fund, LLC)

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