Shares; Membership Interests. (a) The total of the membership interests in the Company shall be divided into (i) Class A Ordinary Shares having the rights and preferences as set forth herein (the “Class A Ordinary Shares”), (ii) Class A Preferred Shares having the rights and preferences as set forth herein (the “Class A Preferred Shares” and, together with the Class A Ordinary Shares, the “Class A Shares”), (iii) Class B Ordinary Shares having the rights and preferences as set forth herein (the “Class B Ordinary Shares”), and (iv) Class C Ordinary Share having the rights and preferences as set forth herein (the “Class C Ordinary Share” and, together with the Class A Ordinary Shares, the Class A Preferred Shares and the Class B Ordinary Shares, the “Shares” and each a “Share”). Class A Ordinary Shares, Class A Preferred Shares and Class B Ordinary Shares shall have the same rights, powers and duties, except as otherwise set forth in this Agreement. The number of Class A Ordinary Shares shall be limited to the maximum number of Class A Ordinary shares offered in the Offering, plus (i) the number of Class A Ordinary Shares which may be issued upon conversion of the Class A Preferred Shares, plus (ii) the number of Class A Ordinary Shares which may be issued upon conversion of the Class B Ordinary Shares. The number of Class A Preferred Shares shall be limited to the number of Class A Preferred Shares which may be issued pursuant to the Management Services Agreement. The number of Class B Ordinary Shares shall be limited to up to 1,000. The number of Class C Ordinary Shares shall be limited to one. Class A Preferred Shares issued pursuant to the Management Services Agreement (“ASA Shares”) may be subject to vesting provisions as set forth in the Management Services Agreement. The Shares of the Members shall be as set forth on Exhibit A attached hereto, which may be updated as set forth herein. For the avoidance of doubt, in the event that all of the Class A Ordinary Shares are not sold pursuant to the Offering, the Board shall, upon the final closing of the Offering, issue a number of Class A Ordinary Shares to the Initial Member equal to the aggregate number of Class A Ordinary Shares that remain unsold in the Offering, as repayment in full of any and all obligations owing to the Initial Member in respect of advances made to acquire the Artwork and true-up fees payable to the Initial Member. The name and mailing address of each Member or such Member’s representative shall be listed on the...
Shares; Membership Interests. (a) Unless otherwise provided in the applicable Series Designation, the Company is authorized to issue in respect of each Series an unlimited number of membership interests subject to Section 2.09(b), which shall be denominated as set forth in Section 2.09(b). All Shares (as defined below) issued pursuant to, and in accordance with the requirements of this Agreement shall be validly issued membership interest in the applicable Series and in the Company, except to the extent otherwise provided in the Delaware Act or this Agreement (including any Series Designation). Any Member holding Shares of a Series shall be deemed a Member of such Series and of the Company to the extent set forth herein and in the Delaware Act.
Shares; Membership Interests. (a) The total of the membership interests in the Company shall be evidenced by Class A Ordinary Shares having the rights and preferences as set forth herein (the “Class A Ordinary Shares” or “Shares” and each a “Share”) all of which shall have the same rights, powers and duties, except as otherwise set forth in this Agreement. The number of Class A Ordinary Shares shall be limited to the maximum number of Class A Ordinary shares offered in the Offering. The Shares of the Members shall be as set forth on Exhibit A attached hereto, which may be updated as set forth herein. For the avoidance of doubt, in the event that less than 250,000 of the Class A Ordinary Shares are sold pursuant to the Offering, the Board shall, upon the final closing of the Offering, issue a number of Class A Ordinary Shares to the Initial Member equal to the positive difference, if any between (i) the number of Class A Ordinary shares sold, and (ii) 250,000 at a purchase price of $20.00 per share, which may be satisfied in cash, as repayment in full of any and all obligations owing to the Initial Member in respect of advances made, contribution of shares representing membership interests in Single-Asset Issuers (valued at $20.000 per share), if any, and contribution of true-up fees payable to the Initial Member. The name and mailing address of each Member or such Member’s representative shall be listed on the books and records of the Company maintained for such purpose by the Company or the Transfer Agent.
Shares; Membership Interests. (a) The total of the membership interests in the Company shall be divided into (i) Class A Ordinary Shares having the rights and preferences as set forth herein (the “Class A Ordinary Shares”) and (ii) Class B Ordinary Shares having the rights and preferences as set forth herein (the “Class B Ordinary Shares” and, together with the Class A Ordinary Shares, the “Shares” and each a “Share”) all of which shall have the same rights, powers and duties, except as otherwise set forth in this Agreement. The number of Class A Ordinary Shares shall be limited to 343,175 plus (i) the number of Class A Ordinary Shares which may be issued pursuant to the Administrative Services Agreement, plus (ii) the number of Class A Ordinary Shares which may be issued upon conversion of the Class B Ordinary Shares, The number of Class B Ordinary Shares shall be limited to up to 85,794 . The Shares of the Members shall be as set forth on Exhibit A attached hereto, which may be updated as set forth herein. The Board may issue or sell Shares for consideration as the Board may deem adequate or necessary, but only with the consent of holders of a majority of Voting Shares. For the avoidance of doubt, in the event that all of the Class A Ordinary Shares are not sold pursuant to the Offering, the Board shall, upon the closing of the Offering, issue a number of Class A Ordinary Shares to the Initial Member equal to the aggregate number of Class A Shares that remain unsold in the Offering upon the sale of the Painting by the Initial Member to the Company via the Merger, as partial consideration therefore. The name and mailing address of each Member or such Member’s representative shall be listed on the books and records of the Company maintained for such purpose by the Company or the Transfer Agent.
Shares; Membership Interests. (a) The total of the membership Interests in the Company shall be divided into (i) Class A Ordinary Shares having the rights and preferences as set forth herein (the “Class A Ordinary Shares,” “Shares” and each a “Share”). The number of Class A Ordinary Shares shall be limited to the maximum number of Class A Ordinary shares listed offered in the Offering, plus the number of Class A Ordinary Shares which may be issued pursuant to any agreement for services to the Company. For the avoidance of doubt, in the event that all of the Class A Ordinary Shares are not sold pursuant to the Offering, the Manager or Manager shall, upon the final closing of the Offering, issue a number of Class A Ordinary Shares to the Initial Member equal to the aggregate number of Class A Ordinary Shares that remain unsold in the Offering, as repayment in full of any and all obligations owing to the Initial Member in respect of advances made to acquire the Asset and true-up fees payable to the Initial Member. The name and mailing address of each Member or such Member’s representative shall be listed on the books and records of the Company maintained for such purpose by the Company or the Transfer Agent.
Shares; Membership Interests. (a) Shares may be recorded in book entry form or may be evidenced by certificates or electronic or cryptographic tokens or coins, or in any other form, as determined by the Manager or Transfer Agent as may be permitted by the Delaware Act. Notwithstanding anything to the contrary herein, as may be required by the Depository with respect to any specific class of Shares, Shares shall not be evidenced by physical Certificates. No Member shall have the right to require the Company to issue physical Certificates representing Shares for any reason, except as may be required by applicable law.
