Examples of Series Shares in a sentence
Following the qualification of the Form 1-A offering statement specifying such Series as filed with the Securities and Exchange Commission, a Series is authorized to issue up to an aggregate of the amount of Series Shares noted in its Series Designation (the “Issuance Limit”) in exchange for a purchase price determined in each case by the Manager in its sole discretion.
The offering of Series Shares is on a best efforts, no minimum subscription basis and may have multiple closings, meaning there may be additional Series Members added after the formation of a Series as long as additional Series Shares are available.
Distributions shall be payable to all Series Members pro rata in proportion to their holdings of Series Shares; provided, that, the amount of Distributions paid to a Series Member in any given calendar month (other than liquidating distributions) shall be determined based on the number of calendar days that a Series Member owns its Series Shares in such calendar month.
A Person to whom the Member’s Interest or the Series Shares is Transferred may be admitted to the Company as the Member or to a Series as a Series Member only as provided for by Section 4.1(a) and this Section 4.1(b).
In connection with a Transfer of the Member’s Interest or Series Shares and the admission of an Assignee as the Member or a Series Member, as applicable, the Member or Series Member making such Transfer and the Assignee shall provide the Manager, upon request, a copy of the Transfer instrument, the ratification by the Assignee of this Agreement and a legal opinion that the Transfer complies with all applicable federal and state securities laws.
The amount paid by a Series Member for its Series Shares shall be such Series Member’s Capital Contribution to such Series.
Since the offering of Series Shares may remain open until the Issuance Limit of such Series Shares are sold, and there may be multiple closings as set forth in Section 3.1(c)(ii), additional Series Members may be added from time to time, including Series Members that purchase Series Shares in a secondary trading market operated by a registered broker-dealer engaged by the Manager.
A Person shall be deemed admitted as a Series Member at the time the Person (A) executes a subscription agreement evidencing the purchase of Series Shares and such Person’s agreement to be bound by the terms of this Agreement, (B) pays the full purchase price for the Series Shares such Person is acquiring, and (C) is listed as a Series Member in the records of the Company.
The Member and a Series Member may not make an assignment, transfer or other disposition (voluntarily, involuntarily or by operation of law) (a “Transfer”) of the Member’s Interest or such Series Member’s Series Shares, or pledge, mortgage, hypothecate, grant a security interest in, or otherwise encumber (an “Encumbrance”) the Member’s Interest or such Series Shares, without the prior consent of the Manager, which the Manager may grant or withhold in its sole and absolute discretion.
Any attempted Transfer, other than in strict accordance with this section, shall be void, and any attempted Transfer of a portion of the Member’s Interest or Series Shares shall in all events be void.