Unit Ownership Ledger; Capital Contributions. The Manager shall create and maintain a ledger (the “Unit Ownership Ledger”) setting forth the name and address of each Unitholder, the number of each class of Units held of record by each such Unitholder, and the amount of the Capital Contribution made with respect to each class of Units and the date of such Capital Contribution. Upon any change in the number or ownership of outstanding Units (whether upon an issuance of Units, a Transfer of Units, a cancellation of Units or otherwise), the Manager shall amend and update the Unit Ownership Ledger. Absent manifest error, the ownership interests recorded on the Unit Ownership Ledger shall be conclusive record of the Units that have been issued and are outstanding. Each Unitholder named in the Unit Ownership Ledger has made (or shall be deemed to have made) Capital Contributions to the Company as set forth in the Unit Ownership Ledger in exchange for the Units specified in the Unit Ownership Ledger. Any reference in this Agreement to the Unit Ownership Ledger shall be deemed a reference to the Unit Ownership Ledger as amended and in effect from time to time.
Appears in 9 contracts
Samples: Limited Liability Company Agreement (Allvue Systems Holdings, Inc.), Limited Liability Company Agreement (Powerschool Holdings, Inc.), Limited Liability Company Agreement (Powerschool Holdings, Inc.)
Unit Ownership Ledger; Capital Contributions. The Manager Board shall create and maintain a ledger (the “Unit Ownership Ledger”) setting forth the name and address of each UnitholderUnitholder and holder of Warrants, the number of each class of Units and Warrants held of record by each such UnitholderUnitholder and holder of Warrants, and the amount of the Capital Contribution made (or deemed to have been made) with respect to each class of Units and the date of such Capital Contribution. Upon any change in the number or ownership of outstanding Units or Warrants (whether upon an issuance of UnitsUnits or Warrants, a Transfer of UnitsUnits or Warrants, a cancellation of Units or Warrants or otherwise), the Manager Board shall amend and update the Unit Ownership Ledger. Absent manifest error, the ownership interests recorded on the Unit Ownership Ledger shall be conclusive record of the Units and Warrants that have been issued and are outstanding. Each Unitholder named in the Unit Ownership Ledger has made (or shall be deemed to have made) Capital Contributions to the Company as set forth in the Unit Ownership Ledger in exchange for the Units specified in the Unit Ownership Ledger. Any reference in this Agreement to the Unit Ownership Ledger shall be deemed a reference to the Unit Ownership Ledger as amended and in effect from time to time.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (Vivid Seats Inc.), Limited Liability Company Agreement (Vivid Seats Inc.), Transaction Agreement (Horizon Acquisition Corp)
Unit Ownership Ledger; Capital Contributions. The Manager shall create and maintain a ledger (the “Unit Ownership Ledger”) setting forth the name and address of each UnitholderUnitholder and holder of Warrants, the number of each class of Units and Warrants held of record by each such UnitholderUnitholder and holder of Warrants, and the amount of the Capital Contribution made (or deemed to have been made) with respect to each class of Units and the date of such Capital Contribution. Upon any change in the number or ownership of outstanding Units or Warrants (whether upon an issuance of UnitsUnits or Warrants, a Transfer of UnitsUnits or Warrants, a cancellation of Units or Warrants or otherwise), the Manager shall amend and update the Unit Ownership Ledger. Absent manifest error, the ownership interests recorded on the Unit Ownership Ledger shall be conclusive record of the Units and Warrants that have been issued and are outstanding. Each Unitholder named in the Unit Ownership Ledger has made (or shall be deemed to have made) Capital Contributions to the Company as set forth in the Unit Ownership Ledger in exchange for the Units specified in the Unit Ownership Ledger. Any reference in this Agreement to the Unit Ownership Ledger shall be deemed a reference to the Unit Ownership Ledger as amended and in effect from time to time.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Bitcoin Depot Inc.), Limited Liability Company Agreement (GSR II Meteora Acquisition Corp.)
Unit Ownership Ledger; Capital Contributions. The Manager Managing Member shall create and maintain a ledger (the “Unit Ownership Ledger”) setting forth the name and address of each UnitholderUnitholder and holder of Warrants, the number of each class of Units and Warrants held of record by each such UnitholderUnitholder and holder of Warrants, and the amount of the Capital Contribution made (or deemed to have been made) with respect to each class of Units and the date of such Capital Contribution. Upon any change in the number or ownership of outstanding Units or Warrants (whether upon an issuance of UnitsUnits or Warrants, a Transfer of UnitsUnits or Warrants, a cancellation of Units or Warrants or otherwise), the Manager Managing Member shall amend and update the Unit Ownership Ledger. Absent manifest error, the ownership interests recorded on the Unit Ownership Ledger shall be conclusive record of the Units and Warrants that have been issued and are outstanding. Each Unitholder named in the Unit Ownership Ledger has made (or shall be deemed to have made) Capital Contributions to the Company as set forth in the Unit Ownership Ledger in exchange for the Units specified in the Unit Ownership Ledger. Any reference in this Agreement to the Unit Ownership Ledger shall be deemed a reference to the Unit Ownership Ledger as amended and in effect from time to time.
Appears in 1 contract
Samples: Limited Liability Company Agreement (GSR II Meteora Acquisition Corp.)