Series of Units Sample Clauses

Series of Units. An initial series of Units (the "Initial Series") will be issued on the initial closing date. The initial purchase price per Unit for the Initial Series of Units shall be $100. The Managing Member may, at any time and from time to time, in its sole discretion, elect to raise additional capital for the Company from Members and from new subscribers on such terms and conditions as may be determined by the Managing Member in its sole discretion. Generally, a new series of Units will be issued on each date an existing Member makes an additional Capital Contribution in accordance with Section 4.02 and on each date a new Member is admitted to the Company in accordance with Section 3.03, except that the Managing Member may issue additional Units of an existing series provided that such issuance does not have an adverse effect on the NAV or Prior High NAV (as defined in Section 4.05(b)(i)) of the Units of any Member. Each Unit will carry equal rights and privileges with each other Unit of the same series. Units issued at the beginning of any fiscal year will be offered at the then current NAV per Unit of the Initial Series if such Initial Series is at or above its Prior High NAV per Unit. If the Initial Series is not at or above its Prior High NAV per Unit, Units will be issued in the next offered series that is at or above its Prior High NAV. If no series of Units is at or above its Prior High NAV at such time, such additional Units will be issued as a separate series at a price per Unit determined by the Managing Member, in its sole discretion. Fractions of Units may be issued to one ten-thousandth of a Unit.
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Series of Units. The Fund is permitted to issue an unlimited number of series of Units (each, a “Series”) having such terms and conditions as the Manager may determine. Three Series of Units of the Fund are offered under the Offering Memorandum and this Subscription Agreement: Series A Units, Series I Units and Series F Units. Series I Units may only be purchased by certain Subscribers, in the discretion of the Manager, who have entered into a Series I agreement with the Manager. Series F Units may only be purchased by Subscribers who are enrolled in a sponsored fee-for-service or wrap program with their Dealer. The Subscriber acknowledges that if the Subscriber fails to indicate below the Series of Units such Subscriber is subscribing for, the Subscriber shall be deemed to subscribe for Series A Units of the Fund, the number of which shall equal the amount set forth below at the Series Net Asset Value of Series A Units on the applicable Valuation Day, in the discretion of the Manager.
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Series of Units. The Units shall be divided into three series of Units: Series A Preferred Units, Series B Preferred Units and Series C Common Units, as follows:
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Series of Units. (a) (i) As contemplated by Section 18-215(b) of the Act, the Platform shall establish separate Series, each of which shall invest substantially all of its capital in a Trading Fund formed as a limited liability company under the Act and of which such Series is the only Member.
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Series of Units. (a) (i) As contemplated by Section 18-215(b) of the Act, the Platform shall establish separate Series, each of which shall invest substantially all of its capital, directly or indirectly, in a Trading Fund formed as a limited liability company under the Act or as such other limited liability entity as determined by the Sponsor and of which such Series (or the applicable Intermediate Fund, if any) is the only Member or in a Trading Fund that is an already existing fund. (ii) Each Trading Fund shall be a separate legal entity, owned by a different Series or the applicable Intermediate Fund, if any (unless an already existing fund), managed by a Trading Advisor and trading through its individual trading accounts. (iii) In addition to the fact that each Intermediate Fund will be a separate legal entity, not liable for the obligations of any other Intermediate Fund, and that each Trading Fund will be a separate legal entity, not liable for the obligations of any other Trading Fund, no Series shall be liable for the debts or obligations of any other Series or for the debts or obligations of the Platform as a whole (except as provided herein). (iv) Each Series shall trade exclusively through its Trading Fund, and the capital of the Trading Funds will in no event be commingled. (v) Each Series shall produce a separate Schedule K-1 (or other relevant tax schedule) for the Members participating in such Series with respect to each Fiscal Year. For federal income tax purposes, each Series shall be treated as a separate business entity and shall be accounted for as if it were a separate partnership. (i) The terms of each Series shall be as set forth in this Agreement, and the distinguishing terms of each Series shall be as set forth in the Separate Series Agreement, substantially in the form of Exhibit A attached hereto (with such changes therein as the Sponsor may determine). A different Series shall be established for each Trading Fund in which Members can invest through the Platform. (ii) For all purposes of the Act, this Agreement, together with each Separate Series Agreement, constitutes the “limited liability company agreement” of the Platform within the meaning of the Act. (iii) A Separate Series Agreement or counterpart signature page thereto shall be executed by or on behalf of the Platform by the Sponsor at the time that each Series is issued. The terms and provisions of a Separate Series Agreement may have the effect of altering, supplementing or amending th...
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Series of Units. An initial series of Units (the "Initial Series") will be issued on the initial closing date. The initial purchase price per Unit for the Initial Series of Units shall be $100. The Managing Member may, at any time and from time to time, in its sole discretion, elect to raise additional capital for the Company from Members and from new subscribers on such terms and conditions as may be determined by the Managing Member in its sole discretion. Generally, a new series of Units will be issued on each date an existing Member makes an additional Capital Contribution in accordance with Section 4.02 and on each date a new Member is admitted to the Company in accordance with Section 3.03, except that the Managing Member may issue additional Units of an existing series provided that such issuance does not have an adverse effect on the NAV or Prior High NAV (as defined in Section 4.05(b)(i))
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Series of Units. The ownership of the Company shall be divided into Series A Units and Series B Units, each having the preferences, limitations, and rights as set forth herein. Any Units issued and outstanding prior to the Effective Date are hereby cancelled for all purposes.
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Series of Units. All beneficial interests in each Fund shall be described by, referenced to and divided into, Units that may be issued in an unlimited number of Series of a single Class. The Series of the single Class of Units authorized for each Fund shall be shown from time to time in the Disclosure Documents and in Schedule A to the Declaration of Trust. Subject to Article 9, additional Series of the single Class of Units of a Fund may be created, by revising Schedule A, and any Series of Units of a Fund may be designated or redesignated from time to time by the Trustee upon the direction of the Manager without notice to existing Unitholders.
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Series of Units. Admission of New members
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Related to Series of Units

  • Issuance of Series of Shares If the Fund shall at any time issue shares in more than one series, this Agreement may be adopted, amended, continued or renewed with respect to a series as provided herein, notwithstanding that such adoption, amendment, continuance or renewal has not been effected with respect to any one or more other series of the Fund.

  • Class B Units Class B Unitholders shall not be entitled to vote in any matters relating to the Company, unless otherwise reserved to the Members by the Act. In addition to the other rights and obligations of Class B Unitholders hereunder, Class B Units shall entitle the holder of such Class B Units to (i) Tax Distributions pursuant to Section 4.01(b), and (ii) a preferred return equal to the Class B Preferred Return Amount. The Class B Preferred Return Amount shall not be required to be paid annually but shall accrue and become payable at the earlier of (x) the fifth (5th) anniversary of the Effective Time, or (y) a liquidation of, or a taxable sale of substantially all of the assets of, the Company. Upon the occurrence of an event referenced in clause (y) above, each Class B Unitholder shall also be paid such Class B Unitholder’s Class B Preferred Return Base Amount, in addition to all of the outstanding, accrued and unpaid Class B Preferred Return Amount. On the seventh (7th) anniversary of the Effective Time, each Class B Unitholder may, at its option and in accordance with the notice and other procedural provisions set forth in Section 11.01(a) (the “7 Year Put Option”), sell all (but not less than all) of its Class B Units to the Company for an amount equal to such Class B Unitholder’s Class B Preferred Return Base Amount plus any outstanding and accrued Class B Preferred Return Amount of such Class B Unitholder (the “Class B Option Consideration”) and, upon the exercise of the 7 Year Put Option by any Class B Unitholder, the Company shall purchase all of such holder’s Class B Units for the Class B Option Consideration. Notwithstanding anything herein to the contrary, no Class B Preferred Return Amount shall be due and payable with respect to such Class B Units pursuant this Section 3.02(b) at such time or times specified in this Section 3.02(b) unless such Class B Units remain issued and outstanding at such time or times and no Redemption or Direct Exchange of such Class B Units described in Article XI hereof has occurred.

  • Partnership Units Each Partner shall own Partnership Units in the amounts set forth for such Partner in Exhibit A and shall have a Percentage Interest in the Partnership as set forth in Exhibit A, which Percentage Interest shall be adjusted in Exhibit A from time to time by the General Partner to the extent necessary to reflect accurately redemptions, additional Capital Contributions, the issuance of additional Partnership Units or similar events having an effect on the number of Partnership Units held by, and the Percentage Interest of, any Partner. Each Partnership Unit shall entitle the holder thereof to one vote on all matters on which the Partners (or any portion of the Partners) are entitled to vote under this Agreement.

  • Common Units The capital structure of the Company shall consist of one class of common interests (the "Common Units"). The Company shall have authority to issue one thousand (1,000) Common Units. Each Common Unit shall have one vote and shall otherwise be identical with each other Common Unit in every respect.

  • Issuances of Additional Partnership Securities (a) The Partnership may issue additional Partnership Securities and options, rights, warrants and appreciation rights relating to the Partnership Securities for any Partnership purpose at any time and from time to time to such Persons for such consideration and on such terms and conditions as the General Partner shall determine, all without the approval of any Limited Partners. (b) Each additional Partnership Security authorized to be issued by the Partnership pursuant to Section 5.6(a) may be issued in one or more classes, or one or more series of any such classes, with such designations, preferences, rights, powers and duties (which may be senior to existing classes and series of Partnership Securities), as shall be fixed by the General Partner, including (i) the right to share Partnership profits and losses or items thereof; (ii) the right to share in Partnership distributions; (iii) the rights upon dissolution and liquidation of the Partnership; (iv) whether, and the terms and conditions upon which, the Partnership may redeem the Partnership Security; (v) whether such Partnership Security is issued with the privilege of conversion or exchange and, if so, the terms and conditions of such conversion or exchange; (vi) the terms and conditions upon which each Partnership Security will be issued, evidenced by certificates and assigned or transferred; (vii) the method for determining the Percentage Interest as to such Partnership Security; and (viii) the right, if any, of each such Partnership Security to vote on Partnership matters, including matters relating to the relative rights, preferences and privileges of such Partnership Security. (c) The General Partner shall take all actions that it determines to be necessary or appropriate in connection with (i) each issuance of Partnership Securities and options, rights, warrants and appreciation rights relating to Partnership Securities pursuant to this Section 5.6, (ii) the conversion of the General Partner Interest (represented by General Partner Units) or any Incentive Distribution Rights into Units pursuant to the terms of this Agreement, (iii) the admission of Additional Limited Partners and (iv) all additional issuances of Partnership Securities. The General Partner shall determine the relative rights, powers and duties of the holders of the Units or other Partnership Securities being so issued. The General Partner shall do all things necessary to comply with the Delaware Act and is authorized and directed to do all things that it determines to be necessary or appropriate in connection with any future issuance of Partnership Securities or in connection with the conversion of the General Partner Interest or any Incentive Distribution Rights into Units pursuant to the terms of this Agreement, including compliance with any statute, rule, regulation or guideline of any federal, state or other governmental agency or any National Securities Exchange on which the Units or other Partnership Securities are listed or admitted to trading. (d) No fractional Units shall be issued by the Partnership.

  • Preferred Units Notwithstanding anything to the contrary, the provisions of Section 14.3 are not applicable to Preferred Units or the holders of Preferred Units. Holders of Preferred Units shall have no voting, approval or consent rights under this Article XIV. Voting, approval and consent rights of holders of Preferred Units shall be solely as provided for and set forth in Article XVI.

  • 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.

  • 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.

  • Certificates Describing Partnership Units At the request of a Limited Partner, the General Partner, at its option, may issue a certificate summarizing the terms of such Limited Partner’s interest in the Partnership, including the number of Partnership Units owned and the Percentage Interest represented by such Partnership Units as of the date of such certificate. Any such certificate (i) shall be in form and substance as approved by the General Partner, (ii) shall not be negotiable and (iii) shall bear a legend to the following effect: This certificate is not negotiable. The Partnership Units represented by this certificate are governed by and transferable only in accordance with the provisions of the Second Amended and Restated Limited Partnership Agreement of Strategic Storage Operating Partnership, L.P., as amended from time to time.

  • Ltip Units (a) The General Partner may from time to time issue LTIP Units to Persons who provide services to the Partnership, for such consideration as the General Partner may determine to be appropriate, and admit such Persons as Limited Partners. Subject to the following provisions of this Section and the special provisions of Sections 4.5, 5.1(e), and 8.6, LTIP Units shall be treated as Limited Partnership Units, with all of the rights, privileges and obligations attendant thereto. For purposes of computing the Partners’ Percentage Interests, LTIP Units shall be treated as Common Units. (b) The Partnership shall maintain at all times a one-to-one correspondence between LTIP Units and Limited Partnership Units for conversion, distribution and other purposes, including without limitation complying with the following procedures: If an Adjustment Event (as defined below) occurs, then the General Partner shall make a corresponding adjustment to the LTIP Units to maintain a one-for-one conversion and economic equivalence ratio between Limited Partnership Units and LTIP Units. The following shall be “Adjustment Events:”

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