Common use of Shares; Membership Interests Clause in Contracts

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.

Appears in 2 contracts

Samples: Limited Liability (Masterworks Collection 001, LLC), Limited Liability (Masterworks Collection 001, LLC)

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Shares; Membership Interests. (a) The total of the membership interests in the Company shall be evidenced by divided into (i) Class A Ordinary Shares shares having the rights and preferences as set forth herein (the “Class A Ordinary Shares”) and (ii) Class B shares having the rights and preferences as set forth herein (the “Class B Shares” or and, together with the Class A 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 99,825 plus (i) the maximum number of Class A Ordinary shares offered in Shares which may be issued pursuant to the OfferingAdministrative Services Agreement plus (ii) the number of Class A Shares which may be issued upon conversion of the Class B Shares. The number of Class B Shares shall be limited to 24,956. 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 Manager may issue or sell Shares for consideration as the avoidance Manager may deem adequate or necessary in its sole discretion. The Manager may issue Shares to the officers, employees, vendors and agents of doubtthe Company for compensatory purposes in the amounts and subject to the terms and conditions as determined by the Manager in its sole discretion. In addition, in the event that less than 250,000 all of the Class A Ordinary Shares are not sold to the public pursuant to the Offering, the Board Manager shall, upon the final closing of the Offering, issue a number of any remaining unsold Class A Ordinary Shares to the Initial Member equal to upon the positive difference, if any between (i) sale of 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 Painting by 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 MemberCompany, 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.

Appears in 2 contracts

Samples: Limited Liability (Masterworks 001, LLC), Limited Liability Company Operating Agreement (Masterworks 001, LLC)

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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 250,000 500,000 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) 250,000 500,000 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.

Appears in 1 contract

Samples: Limited Liability (Masterworks Collection 001, LLC)

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