Unlimited Liability Companies Sample Clauses

Unlimited Liability Companies. If the Borrower controls at any time any Pledged ULC Stock, the Borrower shall remain registered as the sole registered and beneficial owner of the Pledged ULC Stock and will remain as registered and beneficial owner until such time as the Pledged ULC Stock are effectively transferred into the name of the Lender or any other person on the books and records of the ULC. Nothing in this Agreement is intended to or shall constitute the Lender or any Person other than the ULC a shareholder or member of such ULC until such time as notice is given to the ULC and further steps are taken hereunder so as to register the Lender or any other Person as the holder of such Pledged ULC Stock. To the extent any provision hereof would have the effect of constituting the Lender or any other Person as a shareholder or member of a ULC prior to such time, such provision shall be severed therefrom and ineffective with respect to the Pledged ULC Stock without otherwise invalidating or rendering unenforceable this Agreement or invalidating or rendering unenforceable such provision insofar as it relates to Pledged Equity Interests which are not Pledged ULC Stock. Except upon the exercise of rights to sell or otherwise dispose of Pledged ULC Stock following the occurrence and during the continuance of a Default or an Event of Default hereunder, the Borrower shall not cause or permit, or enable any ULC in which it holds Pledged ULC Stock to cause or permit, the Lender to: (a) be registered as shareholders or members of such ULC; (b) have any notation entered in their favour in the share register of such ULC; (c) be held out as shareholders or members of such ULC; (d) receive, directly or indirectly, any dividends, property or other distributions from such ULC by reason of the Lender holding a security interest in such ULC; or (e) to act as a shareholder or member of such ULC, or exercise any rights of a shareholder or member including the right to attend a meeting of, or to vote the shares of, such ULC.
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Unlimited Liability Companies. If the grant by the Corporation of the Security Interests in any rights of the Corporation in or to any shares in the capital stock of an Unlimited Liability Company would impose obligations on the Secured Parties, such shares shall not be subject to the Security Interests. The Security Interests shall nonetheless immediately attach to any rights of the Corporation arising under, by reason of or otherwise in respect of such shares, such as the right to receive dividends and all proceeds of such shares, ("SHARE-RELATED RIGHTS") if and to the extent and as at the time such attachment to the Share-related Rights would not impose obligations on the Secured Parties. To the extent obligations would not be imposed on the Secured Parties, the Corporation will provide the Administrative Agent with the benefits of such shares and will enforce all Share-related Rights at the direction of the Administrative Agent for the benefit of the Secured Parties or such other Person (including any purchaser of Collateral from the Administrative Agent or any Receiver) as the Administrative Agent may designate.

Related to Unlimited Liability Companies

  • Limited Liability Company The Member intends to form a limited liability company and does not intend to form a partnership under the laws of the State of Delaware or any other laws.

  • Limited Liability Company Interests Interests in the Company shall be represented by Units, or such other Equity Securities in the Company, or such other Company securities, in each case as the Managing Member may establish in its sole discretion in accordance with the terms hereof. As of the date hereof, the Units are comprised of one Class: “Class A Units”.

  • The Limited Liability Company 8 2.1 Formation; Effective Date of Agreement .................................... 8 2.2 Name ...................................................................... 8 2.3 Business Purpose .......................................................... 9 2.4 Powers .................................................................... 9 2.5 Duration .................................................................. 9 2.6 Registered Office and Registered Agent .................................... 9 2.7

  • Limited Liability Company Existence (a) During the term of this Agreement, the Depositor will keep in full force and effect its existence, rights and franchises as a limited liability company under the laws of the jurisdiction of its formation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Basic Documents and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated hereby. In addition, all transactions and dealings between the Depositor and its Affiliates will be conducted on an arm’s-length basis.

  • Limited Liability Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a member of the Company.

  • Limited Liability Company Agreement The Member hereby states that except as otherwise provided by the Act or the Certificate of Formation, the Company shall be operated subject to the terms and conditions of this Agreement.

  • Formation of Limited Liability Company The Company was formed on January 13, 2017, pursuant to the Delaware Limited Liability Company Act, 6 Del. C. § 18-101, et seq., as amended from time to time (the “Delaware Act”), by the filing of a Certificate of Formation of the Company with the office of the Secretary of the State of Delaware. The rights and obligations of the Member and the administration of the Company shall be governed by this Agreement and the Delaware Act. To the extent this Agreement is inconsistent in any respect with the Delaware Act, this Agreement shall control.

  • Partnership and Limited Liability Company Interests Except as previously disclosed to the Administrative Agent, none of the Collateral consisting of an interest in a partnership or a limited liability company (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a Security governed by Article 8 of the UCC, (iii) is an Investment Company Security, (iv) is held in a Securities Account or (v) constitutes a Security or a Financial Asset.

  • Certificate of Limited Liability Company Interest A Member’s limited liability company interest may be evidenced by a certificate of limited liability company interest executed by the Manager or an officer in such form as the Manager may approve; provided that such certificate of limited liability company interest shall not bear a legend that causes such limited liability company interest to constitute a security under Article 8 (including Section 8-103) of the Uniform Commercial Code as enacted and in effect in the State of Delaware, or the corresponding statute of any other applicable jurisdiction.

  • Limited Liability of Members No Member shall be liable for any debts or obligations of the Company beyond the amount of the Capital Contributions made by such Member.

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