Special Interests Sample Clauses
Special Interests. The holders of the Special Interests may, in their sole discretion and acting unanimously, but without the consent of any other Member or other person or entity, deliver a written notice to the Company and each other Member of their intent to initiate a Qualified Public Offering pursuant to this Section 16 and may, without the consent of any other Member or other person or entity, thereafter cause the Company to convert into, or exchange all of the Company’s outstanding limited liability company interests for, interests in a limited partnership organized pursuant to the laws of the State of Delaware (the “MLP Issuer”), and to initiate and approve an underwritten initial public offering of the MLP Issuer in the form of a master limited partnership or similar structure (a “Qualified Public Offering”). In connection with a Qualified Public Offering, (i) the Special Interests will convert in accordance with this Section 16 solely into a non-economic general partner interest in the MLP Issuer and all of the incentive distribution rights (the “IDRs”) in the MLP Issuer and (ii) the Common Economic Interests will be exchanged for or convert solely into all of the common units of the MLP Issuer (including any subordinated common units) and other limited partner interests (if any) of the MLP Issuer that are not sold to the public in the Qualified Public Offering (collectively, the “IPO Conversion”). Notwithstanding anything to the contrary in this Agreement, at any time after delivering such written notice, the holders of the Special Interests shall be solely entitled and authorized to approve all transactions necessary to effect the IPO Conversion and the Qualified Public Offering, including: (i) determining the terms of the initial and the amended and restated organizational documents of the MLP Issuer; (ii) the formation of any entities required or necessary in connection with the IPO Conversion or the Qualified Public Offering; and (iii) causing to be transferred any assets between or among the Company, Antero, the MLP Issuer and any of the Company’s subsidiaries. If the holders of the Special Interests elect to exercise the right to initiate a Qualified Public Offering under this Section 16, each of the Members shall (i) take such actions as may be reasonably requested in connection with consummating the IPO Conversion and (ii) use commercially reasonable efforts to cooperate with the other Initial Member so that the IPO Conversion is undertaken in as tax-effic...
Special Interests. From time to time, subject to Section 3.4 hereof, a Member may acquire an additional membership interest in the Company without voting rights and with only such other rights as hereinafter described (a "Special Interest"). In the event that, in connection with a proposed investment by the Company in a specified Catastrophe Bond, the Company believes that it will be able to acquire a greater amount of such Catastrophe Bond than it has initially determined to acquire, a Member may request, subject to receipt of the approval required by Section 3.4 hereof, that it be issued a Special Interest and, in connection therewith, that the Company acquire an additional amount of such Catastrophe Bond (a "Designated Investment"). In connection with the acquisition of a Special Interest, the acquiring Member shall be required (i) to make a Capital Contribution in an amount equal to the purchase price of the Designated Investment and (ii) to pay a fee to the Company equal to (x) the purchase price of the Designated Investment multiplied by (y) .0075. Such fee shall be allocated to each of the Members in accordance with their Percentage Interests.
Special Interests. Collectively, the 1% non-transferable interest in the each of the Class I and Class II Certificates held by the Holder of the Special Interests, pursuant to the Trust Agreement.