Membership of the Company Sample Clauses

Membership of the Company. As of the date of this Agreement, the Members set forth on Exhibit A constitute all of the Members of the Company. The Class A Units of the Members set forth on Exhibit A (after giving effect to the conversion of the Class B Units immediately prior to the Effective Time as described in the footnotes thereto) constitute all of the outstanding LLC Equity Interests. The Merger constitutes a Class B Conversion Trigger Event.
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Membership of the Company. All BID Levy Payers, will be invited to become a Member of the Company. Company Members may subsequently nominate themselves for directorships or to sit on one of the BID Sub-Groups. The Board will manage the Executive Team, which will deliver the projects and services as set out in the BID Proposal.
Sample 1
Membership of the Company. No Class "B" Member, in that status, shall take part in the management or control of the business of the Company or transact any business in the name of the Company. No Class "C" Member, in that status, shall take part in the management or control of the business of the Company or transact any business in the name of the Company other than within the scope of this or her employment by the Company; if the employment of any Class "C" Member by the Company terminates or is terminated for any reason whatsoever, such Class "C" Member thereafter has no right whatsoever to participate in the management or control of the business of the Company or transact any business in the name of the Company. The Class "B" Members and Class "C" Members shall, however, have the powers and be entitled to exercise the rights given to them by the terms of this Agreement and under the Act or other nonwaivable provision of applicable law, and the exercise of these rights and powers shall not constitute participation by the Class "B" member or Class "C" member in the control of the Company's business. No Member shall have the right or power to: (a) withdraw or reduce his contribution to the capital of the Company except as a result of the dissolution and termination of the Company, (b) bring an action for partition against the Company, or (c) cause the dissolution and termination of the Company by court decree or otherwise, except as set forth in this Agreement.
Sample 1
Membership of the Company. Only Class "A" Member Units shall exist under this Agreement, as held by the original two parties, being MAP and Seafarer Exploration, in their status, shall take part in the management or control of the business of the Company or transact any business in the name of the Company. Any Class B or other units shall be expressly made to this LLC under such terms as set forth herein.
Sample 1
Membership of the Company. All BID Xxxx Xxxxxx, will be invited to become a Member of the Company. Company Members may subsequently nominate themselves for directorships or to sit on one of the BID Sub-Groups. The Board will manage the Executive Team, which will deliver the projects and services as set out in the BID Proposal.
Sample 1

Related to Membership of the Company

  • Ownership of the Company At all times while this Parent Guarantee Agreement is in effect and while any of the obligations of the Parent Guarantor hereunder remain outstanding, one hundred percent (100%) of the outstanding capital stock of the Company shall be owned by the Parent Guarantor.

  • Winding Up of the Company (a) The Managing Member shall promptly notify the other Members of any Dissolution Event. Upon dissolution, the Company’s business shall be liquidated in an orderly manner. The Managing Member shall appoint a liquidating trustee to wind up the affairs of the Company pursuant to this Agreement. In performing its duties, the liquidating trustee is authorized to sell, distribute, exchange or otherwise dispose of the assets of the Company in accordance with the Delaware Act and in any reasonable manner that the liquidating trustee shall determine to be in the best interest of the Members.

  • Change in Ownership of the Company A change in the ownership of the Company which occurs on the date that any one person, or more than one person acting as a group (“Person”), acquires ownership of the stock of the Company that, together with the stock held by such Person, constitutes more than 50% of the total voting power of the stock of the Company, except that any change in the ownership of the stock of the Company as a result of a private financing of the Company that is approved by the Board will not be considered a Change of Control; or

  • Ownership of the Shares Selling Shareholders own all of the Shares, free and clear of all liens, claims, rights, charges, encumbrances, and security interests of whatsoever nature or type.

  • Ownership of the Operating Company The Partnership owns, and at each Date of Delivery will own, all of the issued and outstanding membership interests of the Operating Company; such membership interests have been duly authorized and validly issued in accordance with the limited liability company agreement of the Operating Company (the “Operating Company LLC Agreement”) and are fully paid (to the extent required by the Operating Company LLC Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Section 51 of the Xxxxxxxx Islands LLC Act); and the Partnership owns such membership interests free and clear of all Liens other than those Liens arising under the Partnership’s revolving credit facility, as amended, with a capacity of up to $295.0 million (the “Credit Facility”). As of the date of this Agreement, the only subsidiaries of the Partnership are, and at each Date of Delivery, the only subsidiaries of the Partnership will be, the Operating Company and the Operating Subsidiaries.

  • Ownership of the Sponsor Units The Company owns, directly or indirectly, 11,645,659 Common Units (the “Sponsor Units”); the Sponsor Units are owned free and clear of all Liens (except restrictions on transferability and other Liens as described in the Disclosure Package and the Prospectus or arising under the Holdco Credit Agreement or the TRI Credit Agreement). For purposes hereof, “Common Units” shall mean common units representing limited partner interests in the Partnership.

  • Business of the Company The purpose of the Company is to carry on any lawful business, purpose or activity for which limited liability companies may be formed in accordance with Section 18-106 of the Act.

  • Conduct of Business of the Company During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms and the Effective Time, the Company (which for the purposes of this Section 6.1 shall include the Company and each of its Subsidiaries) agrees, except to the extent that Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld or delayed), to carry on its business and to cause each of its Subsidiaries to carry on its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, and to use and cause each of its Subsidiaries to use all commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organizations, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with the Company or any such Subsidiaries, to the end that the goodwill and ongoing businesses of Company and each of its Subsidiaries be unimpaired at the Effective Time. Except as expressly provided for by this Agreement, the Company shall not, and shall not permit any of its Subsidiaries to, prior to the Effective Time or earlier termination of this Agreement pursuant to its terms, without the prior written consent of Parent (which consent shall not be unreasonably withheld or delayed):

  • Employees of the Company During the Restricted Period and thereafter for as long as the Executive shall remain an employee of or consultant to the Company, the Executive shall not, directly or indirectly, hire or solicit any employee or independent sales agent of the Company away from the Company or encourage any such employee or agent to leave such employment.

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