Investor Units Sample Clauses

Investor Units. The Company is hereby authorized to sell and issue not less than 200 and not more than 6,000 Investor Units pursuant to the Memorandum at a purchase price of $5,000 per Investor Unit, which number of Units may be adjusted by the Manager in its sole and absolute discretion, and to admit the persons who acquire such Investor Units as Members, provided that the Manager has at least accepted at least $1,000,000 of aggregate subscriptions for Investor Units. The Offering shall terminate on the Offering Termination Date.
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Investor Units. Xxxx Xxxxxx has failed to pay the purchase price for -------------- his Investor Units pursuant to his Management Note and pursuant to the Payment and Release Agreement with Xxxx Xxxxxx has agreed to forfeit his Investor Units and receive from the Company a release of his obligations pursuant to his Management Note. The Company has agreed to reissue these retained Investor Units to Xxxxx and Xxxxx. Accordingly, the Company has agreed to issue 166,667 Investor Units to Xxxxx in exchange for a promissory note in the original principal amount of $180,834, which promissory note is secured by a pledge of the Investor Units being purchased, and 166,666 Investor Units to Xxxxx in exchange for a promissory note in the original principal amount of $180,834, which promissory note is secured by a pledge of the Investor Units being purchased. The foregoing promissory notes from Xxxxx and Xxxxx payable to the Company shall be included in the definition of "Management Notes" set forth in the LLC Agreement. The parties hereto do hereby acknowledge that the fair market value of the Investor Units as of the date hereof is equivalent to the amount paid by Xxxxx and Xxxxx hereunder.
Sample 1
Investor Units. The Company hereby authorizes for issuance 50,000 Investor Units, each of which shall represent a Capital Contribution of $1,000 and have a Preferential Return Amount of $1,000. As of the date hereof, the Company shall have issued 5,866.67 Investor Units to the Investor Members, as set forth on SCHEDULE A hereto, and reserved 14,733.33 Investor Units for issuance upon conversion of the Convertible Debt outstanding as of the date hereof. Twenty-Nine Thousand Four Hundred (29,400) Investor Units are reserved for issuance to the Investor Members and the Lenders and additional investors in accordance with the terms of the Investment Agreement. Except for the Investor Units issued on the date hereof and those issued upon conversion of the Convertible Debt issued on the date hereof, none of the Investor Units may be issued by the Company without the prior written consent of a majority in interest of the Class B Founder Members.
Sample 1
Investor Units. The Investor Units to be sold by the Partnership pursuant to this Agreement, when issued and delivered in accordance with the terms of the Partnership Agreement and this Agreement against payment thereof as provided therein and herein, will conform in all material respects to the descriptions thereof contained in the SEC Reports, and such statements conform in all material respects to the rights set forth in the respective instruments and agreements defining the same.
Sample 1
Investor Units 
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Related to Investor Units

  • Class B Units The term “Class B Units” means the Units having the privileges, preferences, and rights specified with respect to “Class B Units” in this Agreement, including those described in Section 7.1(c)(3).

  • Common Units The capital structure of the Company shall consist of one class of common interests (the "Common Units"). The Company shall have authority to issue one thousand (1,000) Common Units. Each Common Unit shall have one vote and shall otherwise be identical with each other Common Unit in every respect.

  • OP Units Any portion of the Consideration payable hereunder in the form of common units of limited partnership interests of the Operating Partnership (“OP Units”) shall be registered in the name of Contributor. OP Units will not be delivered to Contributor unless Section 2.2(j) hereof is true and correct as of the Closing Date. No fractional OP Units will be issued and OP Units will be rounded to the nearest whole number. The Consideration payable to Contributor, whether in cash, in OP Units or a combination thereof, may be reduced by the amount the Operating Partnership reasonably determines must be withheld for tax purposes. The rights and obligations of holders of OP Units as of the Closing will be as set forth in the First Amended and Restated Agreement of Limited Partnership of the Operating Partnership (the “Partnership Agreement”), the form of which was filed as Exhibit 10.1 to Amendment No. 1 to the REIT’s Registration Statement on Form S-11 (File No. 333-231677), which the REIT filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 31, 2019 (the “IPO Registration Statement”). Although initially the OP Units will not be certificated and the Operating Partnership does not currently expect the OP Units will ever be certificated, any certificates, subsequently issued evidencing the OP Units will bear appropriate legends (i) indicating that the issuance of the OP Units has not been registered under the Securities Act of 1933, as amended (“Securities Act”) and that the OP Units may not be transferred absent registration under the Securities Act or an exemption from the registration requirements, (ii) indicating that the Partnership Agreement will restrict the transfer of the OP Units and (iii) describing the ownership limitations and transfer restrictions imposed by the charter of the REIT with respect to shares of the REIT’s capital stock.

  • Member Units Each Member’s interest in the Company, including such Member’s interest in income, gains, losses, deductions and expenses of the Company and the right to vote on certain matters as provided in this Agreement, shall be represented by the Units owned by such Member.

  • Series A Preferred Units (a) The authorized number of Series A Preferred Units shall be unlimited. Series A Preferred Units that are purchased or otherwise acquired by the Partnership shall be cancelled.

  • Membership Units The Company is initially organized with One (1) class of Membership Interests, designated in Units, which Units are initially the only class of equity in the Company. The Units shall have no par value and shall be of a single class with identical rights. The Company shall have a first lien on the Units of any Member for any debt or liability owed by such Member to the Company. Additional and different classes of Membership Interests represented by different Units may be created and issued to new or existing Members on such terms and conditions as the Governors may determine. Such additional and different classes may have different rights, powers and preferences (including, without limitation, voting rights and distribution preferences), which may be superior to those of existing Members. Members shall have no preemptive rights to acquire additional or newly created Units.

  • Preferred Units Without the consent of any Common Unitholder, the Board may cause the Company to issue one class of Preferred Units, which Preferred Units would have rights senior to those of the Common Units, and such other characteristics as the Board may determine, but, for so long as the Company operates as a BDC, in a manner that complies with the legal requirements applicable to a BDC. Prior to the issuance of a series of Preferred Units, the Board shall set the terms, preferences, conversion or other rights, voting powers, restrictions, limitations as to distributions, qualifications and terms or conditions of redemption.

  • Class B Shares As of December 1, 2009, Class B shares of the Virtus Mutual Funds are no longer available for purchase by new or existing shareholders, except for the reinvestment of dividends or capital gains distributions into existing Class B share accounts, and for exchanges from existing Class B share accounts to other Virtus Mutual Funds with Class B shares.

  • Preferred Shares The Preferred Shares have been duly and validly authorized, and, when issued and delivered pursuant to this Agreement, such Preferred Shares will be duly and validly issued and fully paid and non-assessable, will not be issued in violation of any preemptive rights, and will rank pari passu with or senior to all other series or classes of Preferred Stock, whether or not issued or outstanding, with respect to the payment of dividends and the distribution of assets in the event of any dissolution, liquidation or winding up of the Company.

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