Units and Capital Contributions Clause Samples
The "Units and Capital Contributions" clause defines how ownership interests in a company are structured and how members provide initial and additional funding. It typically outlines the types and number of units (or shares) each member holds, the value of those units, and the process for making capital contributions, whether as cash, property, or services. This clause ensures clarity regarding each member's stake and financial obligations, helping to prevent disputes over ownership percentages and funding responsibilities.
Units and Capital Contributions. (a) All of the Prior Units are hereby converted into 1,000 Units, which are held by the Initial Member. The Members may, but shall not be required to, make additional contributions to the capital of the Company; provided, that, no additional contributions to the capital of the Company shall be made without the written consent of the Managing Member. The Managing Member shall maintain Schedule I, which shall set forth the number of Units owned by each Member, and amend it as necessary to reflect (i) any transfer of Units permitted hereunder and (ii) the issuance of any additional Units issued in connection therewith. Persons or entities hereafter admitted as additional Members of the Company shall make such contributions of cash, property or services to the Company as shall be determined by the Managing Member at the time of each such admission. For the purposes of this Agreement, “Unit” means an interest of a Member in the Company representing a fractional part of the interests of all Members and having the rights and obligations specified with respect to such Units in this Agreement.
Units and Capital Contributions. (a) The Units issued by the Company shall consist of Class A Units and Class B Units. As of the Execution Date and subject to Section 3.2, Section 5.8 and Section 5.9, the Company is authorized to issue an unlimited number of Class A Units and Class B Units. Subject to the terms and conditions set forth in this Agreement and the Contribution Agreement, and after giving effect to the Closing and as of the Execution Date, the Company has issued (i) 364,285,715 Class A Units to EQM and (ii) 350,000,000 Class B Units to Sponsor, in each case, as set forth on Schedule III. The Units shall initially be uncertificated; provided, that, if requested by the Class B Member, the Class B Units shall be certificated, and any certificates evidencing the Class B Units shall bear the following legend reflecting the applicable restrictions on the transfer of such securities: “The Units evidenced hereby have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be transferred except pursuant to an effective registration under the Securities Act or in a transaction that qualifies as an exempt transaction under the Securities Act and the rules and regulations promulgated thereunder. The Units evidenced hereby are subject to the terms of that certain Amended and Restated Limited Liability Company Agreement of PipeBox LLC, dated as of ______________, 2024, as amended, modified or supplemented from time to time, by and among the members identified therein, including certain conditions to, and restrictions on, transfer. No transfer of the Units evidenced hereby may be made except in accordance with the provisions of such Amended and Restated Limited Liability Company Agreement, and any transfer of the Units evidenced hereby in violation thereof will be void ab initio. A copy of such Amended and Restated Limited Liability Company Agreement has been filed in the books and records of PipeBox LLC and is available upon written request made by the holder of record of this certificate to PipeBox LLC.”
(b) Subject to any approvals required by this Agreement, the Board is hereby authorized to complete or amend Schedule III to reflect the issuance of additional Units, the Transfer of Units and the admission of Substituted Members resulting therefrom, the admission of Additional Members, the resignation or withdrawal of a Member or a change or correction to any other information set forth on Schedule III, in each case as provided in this Agreeme...
Units and Capital Contributions. (a) The Units issued by the Company shall consist of Class A Common Units, Class B Preferred Units, Class C Common Units and Class D Incentive Units. As of the Execution Date, and subject to the terms and conditions of this Agreement, the Company is authorized to issue up to (i) an unlimited number of Class A Common Units at a price per Class A Common Unit equal to the Fair Market Value, (ii) 1,000,000 Class B Preferred Units at a price per Class B Preferred Unit equal to one thousand dollars ($1,000), (iii) an unlimited number of Class C Common Units at a price per Class C Common Unit equal to the Fair Market Value and (iv) 1,000,000 Class D Incentive Units. The Units shall be uncertificated and shall not be treated as “securities” within the meaning of Article 8 of the Uniform Commercial Code of Delaware. Subject to the terms and conditions set forth in this Agreement, and as of the Execution Date, the Company has issued (x) 510,000 Class A Common Units to Nuvve, (y) 2,801 Class B Preferred Units (as may be adjusted as set forth on the Schedule of Members) and 490,000 Class C Common Units, in the aggregate, to Stonepeak and Evolve, and (z) no Class D Incentive Units in each case, as set forth on the Schedule of Members.
(b) Subject to any approvals required by this Agreement, the Board is hereby authorized to complete or amend the Schedule of Members to reflect the issuance of additional Units, the Transfer of Units and the admission of Substituted Members resulting therefrom, the admission of Additional Members, the resignation or withdrawal of a Member or a change or correction to any other information set forth on the Schedule of Members, in each case as provided in this Agreement. The Company shall make available to the Members copies of any amended or restated Schedule of Members from time to time. The Company shall also provide a copy of the Schedule of Members then in effect to any requesting Member promptly upon such Member’s request. The ownership by a holder of Units shall entitle such holder to allocations of Profits and Losses and other items and Distributions of cash and other property as set forth in Article IV and Article XI. Each of the Members listed on the Schedule of Members as of the Execution Date is hereby admitted as a Member of the Company. All of the Units held by such Members as of the Execution Date, which collectively constitute all of the Units in the Company, as of the Execution Date, are hereby authorized and issued.
Units and Capital Contributions