Units; Capitalization. Each Member’s interest in the Company, including such Member’s interest, if any, in the capital, income, gain, loss, deduction and expense of the Company and the right to vote, if any, on certain Company matters as provided in this Agreement, shall be represented by units of limited liability company interests (each, a “Unit”). The Company shall have four authorized classes of Units, designated as “Class A Units,” “Class B Units,” “Class C Units” and “LTIP Units.” The Company shall be authorized to issue an unlimited number of Class A Units, Class B Units, Class C Units and LTIP Units in compliance with the terms of this Agreement. The ownership by a Member of Units shall entitle such Member to allocations of profits and losses and other items and distributions of cash and other property as is set forth in Article 5 and Article 6. Except as otherwise provided in the Delaware Act or as may be otherwise expressly provided herein, Members holding Class B Units, Class C Units or LTIP Units, in their capacities as such, shall have no voting, consent or approval rights with respect to any matters relating to the Company or this Agreement.
Units; Capitalization. Each Member’s interest in the Company, including such Member’s interest, if any, in the capital, income, gain, loss, deduction and expense of the Company and the right to vote, if any, on certain Company matters as provided in this Agreement, shall be represented by units of limited liability company interests (each, a “Unit”). The Company shall have two authorized classes of Units, designated as “Class A Units” and “Class B Units.” The Company shall be authorized to issue an unlimited number of Class A Units and Class B Units in compliance with the terms of this Agreement. The ownership by a Member of Units shall entitle such Member to allocations of profits and losses and other items and distributions of cash and other property as is set forth in Article 5 and Article 6. Except as otherwise provided in the Delaware Act or as expressly provided herein, Members holding Class B Units, in their capacities as such, shall have no voting, consent or approval rights with respect to any matters relating to the Company or this Agreement.
Units; Capitalization. Each Member’s interest in the Company, including such Member’s interest, if any, in the capital, income, gains, losses, deductions and expenses of the Company shall be represented by units of limited liability company interest (each a “Unit”). As of the Effective Time, the Company shall have one authorized class of Units. All Units shall have identical rights and privileges in all respects. The Company shall have the authority to issue an unlimited number of Units. The ownership by a Unitholder of Units shall invest such Unitholder with the Economic Interest therein (except to the extent Transferred to an Assignee). For purposes of this Agreement, Units held by the Company or any of its Subsidiaries shall be deemed not to be outstanding. The Company may issue fractional Units, and all Units shall be rounded to the fourth decimal place.
Units; Capitalization. The Company shall have the authority to issue an unlimited number of Common Units. In connection with the Transactions and subject to the terms and conditions of the Transaction Agreement, the Company will issue Common Units and Warrants to Vivid Seats in exchange for a cash contribution to the Company, such that immediately after completion of the Transactions and the issuance of Common Units and Warrants by the Company, the total number of Common Units held by Vivid Seats will equal the total number of outstanding shares of Class A Common Stock and the total number of Common Units into which Warrants held by Vivid Seats are exercisable will be equal to the total number of shares of Class A Common Stock for which outstanding warrants issued by Vivid Seats are exercisable. The ownership by a Member of Common Units shall entitle such Member to allocations of Profits and Losses and other items and Distributions of cash and other property as set forth in Article IV hereof.
Units; Capitalization. Each Member’s interest in the Company, including such Member’s interest, if any, in the capital, income, gains, losses, deductions and expenses of the Company shall be represented by units of limited liability company interest (each a “Unit”). As of the Effective Time, the Company shall have one authorized class of Units. All Units shall have identical rights and privileges in all respects. The Company shall have the authority to issue an unlimited number of Units.
Units; Capitalization. The Company shall have the authority to issue an unlimited number of Common Units and Convertible Preferred Units. Immediately following the IPO, the Company will issue Common Units to Maravai Co. in exchange for a contribution of the net proceeds received by Maravai Co. from the IPO (less any proceeds used to purchase Common Units from Holdings) to the Company, such that following the sale of Common Units by Holdings and the issuance of Common Units by the Company, the total number of Common Units held by Maravai Co. will equal the total number of outstanding shares of Class A Common Stock. The ownership by a Member of Common Units shall entitle such Member to allocations of Profits and Losses and other items and Distributions of cash and other property as set forth in Article IV hereof.
Units; Capitalization. The Company shall have the authority to issue an unlimited number of Common Units and Convertible Preferred Units. Immediately following the IPO, the Company will issue Class A Common Units (directly or indirectly) to Allvue in exchange for a contribution of the net proceeds received by Allvue from the IPO [(less any proceeds used to purchase Class A Common Units from [Bluefin Blocker, Inc.])] to the Company, such that following the transfer of Class A Common Units by [Bluefin Blocker, Inc.] to Allvue in exchange for Class A Common Stock and the issuance of Class A Common Units by the Company, the total number of Class A Common Units held (directly or indirectly) by Allvue will equal the total number of outstanding shares of Class A Common Stock. The ownership by a Member of Common Units shall entitle such Member to allocations of Profits and Losses and other items and Distributions of cash and other property as set forth in Article IV hereof.
Units; Capitalization. Each Member’s interest in the Company, including such Member’s interest, if any, in the capital, income, gain, loss, deduction and expense of the Company and the right to vote, if any, on certain Company matters as provided in this Agreement, shall be represented by units of limited liability company interest (each, a “Unit”). The Company shall initially have two authorized classes of Units designated “Class A-1 Units” and “Class B-1 Units.” The total number of authorized Units consists of an unlimited number of authorized Class A-1 Units and 100,000,000 Class B-1 Units. The ownership by a Member of Units shall entitle such Member to allocations of profits and losses and other items and distributions of cash and other property as is set forth in Article 5 and Article 6, respectively.
Units; Capitalization. The Company shall have the authority to issue an unlimited number of Class A Units in connection with the issuance of capital stock by the Corporation or as otherwise contemplated by this Agreement. The Company shall not issue Class B Units other than the Class B Units set forth on Exhibit A-1 except for (i) Class B Units issued to the Fidelity Class B Members contemplated by Exhibit A-2, and (ii) issuances to reflect a pro rata adjustment pursuant to Section 3.1(e) hereof. The Company shall not issue Class C Units without the consent of Emblem Main and PMC (to the extent PMC holds Class C Units at the relevant time) other than the Class C Units set forth on Exhibit A-1 except for issuances to reflect a pro rata adjustment pursuant to Section 3.1(e) hereof; provided that the PMC Issuance shall not require the consent of Emblem Main. The ownership by a Member of Units shall entitle such Member to allocations of Profits and Xxxxxx and other items and Distributions of cash and other property as set forth in Article IV hereof. Any provision to the contrary contained in this Agreement notwithstanding, the Units issued hereunder or covered hereby shall not (a) be deemed to constitute a “security” governed by Article 8 of the Uniform Commercial Code of the State of Delaware (and the Uniform Commercial Code of any other applicable jurisdiction) that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute or (b) become certificated. Any certificate issued by the Company shall be void. This sentence and the prior sentence of Section 3.1(a) shall not be amended or otherwise modified without the prior written consent of the lenders (or agent) (or any representative thereof) to which all or any portion of the limited liability company interests have been pledged as collateral for so long as such indebtedness is outstanding.
Units; Capitalization. The Company shall have the authority to issue (i) an unlimited number of Common Units, (ii) a number of Founder Preferred Units equal to the BT HoldCo Preferred Unit Number (as defined in the Transaction Agreement) determined in accordance with Section 2.9(b) of the Transaction Agreement, (iii) a number of Series A Preferred Units equal to the number of shares of Series A Preferred Stock issued to Subscribers in accordance with the PIPE Agreement and (iv) (x) 5,526,666 Class 1 Earnout Units, (y) 5,526,666 Class 2 Earnout Units and (z) 5,526,666 Class 3 Earnout Units. Subject to the terms and conditions of the Transaction Agreement, (x) the Company shall first consummate the recapitalization of its issued and outstanding membership interests into the number of Common Units and Founder Preferred Units, respectively, determined in accordance with Section 2.9 of the Transaction Agreement (the “Recapitalization”), and (y) following the Recapitalization, the Company will issue Common Units, Series A Preferred Units and Warrants to PubCo in exchange for a cash contribution to the Company, such that immediately after completion of the Transactions and the PIPE Transactions and the issuance of Common Units, Series A Preferred Units and Warrants by the Company, the total number of Common Units held by PubCo will equal the total number of outstanding shares of Class A Common Stock, the total number of Series A Preferred Units held by PubCo will equal the total number of outstanding shares of Series A Preferred Stock and the total number of Common Units into which Warrants held by PubCo are exercisable will be equal to the total number of shares of Class A Common Stock for which outstanding warrants issued by PubCo are exercisable. The ownership by a Member of Participating Units shall entitle such Member to allocations of Profits and Losses and other items and Distributions of cash and other property as set forth in Article IV. For the avoidance of doubt, PubCo shall make cash contributions to the Company in respect of the Class A Common Stock and Series A Preferred Stock to be issued to the Subscribers at such times and in such amounts as are determined pursuant to the PIPE Agreement.
