Unit Ownership. The Units purchased by a Participant on the Purchase Date shall, for all purposes, be deemed to have been issued or sold at the close of business on the Purchase Date. Prior to that time, none of the rights or privileges of a unitholder of HCLP shall inure to the Participant with respect to such Units.
Unit Ownership. Except as otherwise expressly provided in this Agreement, the Managing Member shall have the right to authorize and cause the Company to issue on such terms (including price) as may be determined by the Managing Member (i) subject to the limitations of Section 3,1, additional Units or other Equity Securities in the Company (including creating preferred interests or other classes or series of interests having such rights, preferences and privileges as determined by the Managing Member, which rights, preferences and privileges may be senior to the Units), and (ii) obligations, evidences of indebtedness or other securities or interests convertible or exchangeable for Units or other Equity Securities in the Company; provided that, at any time following the date hereof, in each case the Company shall not issue Equity Securities in the Company to any Person unless such Person shall have executed a counterpart to this Agreement and all other documents, agreements or instruments deemed necessary or desirable in the discretion of the Managing Member. Upon such issuance and execution, such Person shall be admitted as a Member of the Company. In that event, the Managing Member shall amend Exhibit A to reflect such additional issuances. Subject to the proviso to Section 11,2, the Managing Member is hereby authorized to amend this Agreement to set forth the designations, preferences, rights, powers and duties of such additional Units or other Equity Securities in the Company, or such other amendments that the Managing Member determines to be otherwise necessary or appropriate in connection with the creation, authorization or issuance of, any class or series of Units or other Equity Securities in the Company pursuant to this Section 3,4; provided that, subject to the proviso to Section 11,2, the Managing Member shall have the right to amend this Agreement as set forth in this sentence without the approval of any other Person (including any Member) and notwithstanding any other provision of this Agreement (except Section 11,2) if such amendment is necessary in order to consummate any offering of shares of Parent Common Stock or other Equity Securities of Parent provided that the designations, preferences, rights, powers and duties of any such additional Units or other Equity Securities of the Company as set forth in such amendment are substantially similar to those applicable to such shares of Parent Common Stock or other Equity Securities of Parent.
Unit Ownership. Seller owns of record and beneficially the number of Units set forth next to Seller's name on the Signature Page hereto, free and clear of any Encumbrance or restriction on transfer (other than any restriction under any securities Law). Seller is not a party to any option, warrant, purchase right, right of first refusal, call, put or other Contract (other than this Agreement) that could require Seller to sell, transfer or otherwise dispose of any Units. At the Closing, Seller will have duly transferred to the Buyer all of Seller's Units, free and clear of any Encumbrance, and such Units constitute 100% of the issued and outstanding units of the Company.
Unit Ownership. Developer, its successors and assigns, shall be the Owner of the fee interest in each Unit until initially sold to a purchaser. Developer, its successors and assigns, retains the right to enter into leases with any third parties for the occupancy of any of the Units owned by Developer, its successors or assigns.
Unit Ownership. Landlord warrants and represents that, as of the date hereof, other than the New York City Industrial Development Agency, which owns certain Condominium units in the Building and leases such units to Landlord pursuant to the Xxxxxxxxx Agreement (as such term is defined in the Declaration), Landlord owns all of the Condominium units in the Building (including the Premises Unit) and Landlord (or an affiliate of Landlord) controls the Board of Managers.
Unit Ownership. 1 Section 2. Applicability of By-Laws..................................1 Section 3. Application...............................................1 Section 4. Office....................................................1
Unit Ownership. The land situated in the Borough of Manhattan, City, County and State of New York more particularly described in Exhibit A of the Declaration executed by Ampal Realty Corporation and recorded in the Office of the Register of the City of New York, New York County simultaneously herewith (hereinafter called the "Declaration"), and the Building constructed on said land have been submitted to the provisions of the Condominium Act by the Declaration and are known as 000 Xxxxxx Xxxxxx Condominium (hereinafter called the "Condominium"). All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Declaration.
Unit Ownership. Xxxxxxxx is the sole beneficial owner of the Xxxxxxxx Units, free and clear of any lien, mortgage, security interest, pledge, restriction on transferability, defect of title or other claim, charge or encumbrance of any nature whatsoever, or any restriction on the use, voting, transfer, receipt of income or other exercise of any attributes of ownership (collectively, “Encumbrances”) except those arising pursuant to the Partnership Agreement. Meadowcourt is the sole beneficial owner of the Meadowcourt Units, free and clear of any Encumbrances except those arising pursuant to the Partnership Agreement. Other than the Subject Units, neither Seller owns, beneficially or of record, any Partnership Units or other equity or debt interests of the Partnership, and neither Seller has any right (whether vested or unvested) to acquire any Partnership Units or other equity or debt interests of the Partnership.
Unit Ownership. None of the Purchasers or its Affiliates beneficially owns any Units or securities convertible or exchangeable for Units.
Unit Ownership. Each Member shall be credited with the Capital Contributions set forth on the books of the LLC. The amounts of Capital Contributions shall be appropriately amended to reflect changes in such amounts as a result of any additional Capital Contributions by Members pursuant to Section 4.2 hereof, any withdrawals or reduction in Capital Contributions, any changes in the ownership of the Units of the LLC, or any Assignments of Units. EXHIBIT A shall set forth the Unit ownership, addresses and Capital Accounts of each Member and such exhibit shall be amended from time to time to reflect any changes to the information contained therein.
