Membership Interests and Capital Accounts Sample Clauses

Membership Interests and Capital Accounts. Schedule 4.4 is a true and complete list of the Company's Members and their respective Membership Interests, Capital Accounts and Unit holdings immediately prior to and immediately after (assuming the Cox Assignment) the Subscription Closing. All issued and outstanding Units representing the Company's Membership Interests (a) have been duly authorized and validly issued and (b) were issued in compliance with all applicable state and federal laws concerning the issuance of securities. Except as provided in the Restated LLC Agreement and the exhibits thereto, the Company is not a party to any outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy, voting or member agreements, nor are there any other agreements of any kind to which the Company is a party or, to its knowledge, which apply to the purchase or acquisition of any of its securities. Except as provided in the Registration Rights Agreement, the Company is not presently under any obligation and has not granted any rights to register under the Securities Act any of its presently outstanding securities or any of its securities that may subsequently be issued.
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Membership Interests and Capital Accounts. Schedule 4.4 is a true and complete list of the Company's Members and their respective Membership Interests, Capital Accounts and Unit holdings immediately prior to and immediately after the Closing. All issued and outstanding Units representing the Company's Membership Interests (a) have been duly authorized and validly issued and (b) were issued in compliance with all applicable state and federal laws concerning the issuance of securities. Except as provided in the LLC Agreement and the exhibits thereto, the Company is not a party to any outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy, voting or member agreements, nor are there any other agreements of any kind to which the Company is a party or, to its knowledge, which apply to the purchase or acquisition of any of its securities. Except as provided in the Registration Rights Agreement, the Company is not presently under any obligation and has not granted any rights to register under the Securities Act any of its presently outstanding securities or any of its securities that may subsequently be issued.
Sample 1
Membership Interests and Capital Accounts. Section 4.1. Company Interests.........................................................................11 Section 4.2. Capital Accounts..........................................................................11 Section 4.3. Purchase or Redemption of Membership Interests............................................12 Section 4.4. Membership Interest Certificates..........................................................12
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Membership Interests and Capital Accounts a. Membership Interests and Organization. Exhibit A to this ------------------------------------- Agreement states the initial interest of the Initial Member (the "Membership Interest") in the Company, and the initial contribution of cash or property by such Initial Member.
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Membership Interests and Capital Accounts 
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Related to Membership Interests and Capital Accounts

  • Capital Contributions and Capital Accounts (a) The value of the interests contributed by the Class A Certificateholders and the Class I Certificateholders shall equal the amount paid by such Certificateholders for such interests, respectively, and such amounts shall constitute the opening balance in their Capital Accounts (as hereinafter defined). The value of the interests contributed by the Class IC Certificateholder shall equal the fair market value of the Receivables contributed to the Tax Partnership less the value attributed to the Class A Certificateholders and the Class I Certificateholders, as described above. Such amount shall constitute the opening balance in the Class IC Certificateholder's Capital Account.

  • Partnership Interests Except as may otherwise be provided herein, each Partner’s percentage interest in the assets, profits, and distributions of the Partnership (“Partnership Interest”) shall be as set forth in Exhibit B attached hereto and incorporated herein by reference.

  • Membership Interests; Additional Members Holdings is the sole initial Member of the Company as reflected in Exhibit A attached hereto. Additional Persons may be admitted to the Company as Members, and Membership Interests may be issued, on such terms and conditions as the existing Members, voting as a single class, may determine at the time of admission. The terms of admission or issuance must specify the Sharing Ratios applicable thereto and may provide for the creation of different classes or groups of Members or Membership Interests having different (including senior) rights, powers and duties. The Members may reflect the creation of any new class or group in an amendment to this Agreement, indicating the different rights, powers and duties, and such an amendment shall be approved and executed by the Members in accordance with the terms of this Agreement. Any such admission shall be effective only after such new Member has executed and delivered to the Members and the Company an instrument containing the notice address of the new Member, the new Member’s ratification of this Agreement and agreement to be bound by it.

  • Book Capital Accounts The Book Capital Account balance of each Holder shall be adjusted each day by the following amounts:

  • Capital Contributions Capital Accounts The capital contribution of the Sole Member is set forth on Annex A attached hereto. Except as required by applicable law, the Sole Member shall not at any time be required to make additional contributions of capital to the Company. The capital accounts of the members shall be adjusted for distributions and allocations made in accordance with Section 8.

  • Membership Interests The Sole Member currently owns one hundred percent (100%) of the percentage interests in the Company.

  • CAPITAL CONTRIBUTIONS AND ISSUANCE OF PARTNERSHIP INTERESTS Section 5.1 Organizational Contributions 40 Section 5.2 Contributions by the General Partner 40 Section 5.3 Contributions by Initial Limited Partners 40 Section 5.4 Interest and Withdrawal 40 Section 5.5 Capital Accounts 41 Section 5.6 Issuances of Additional Partnership Interests and Derivative Instruments 44 Section 5.7 Conversion of Subordinated Units 45 Section 5.8 Limited Preemptive Right 45 Section 5.9 Splits and Combinations 45 Section 5.10 Fully Paid and Non-Assessable Nature of Limited Partner Interests 46 Section 5.11 Issuance of Common Units in Connection with Reset of Incentive Distribution Rights 46 ARTICLE VI

  • Additional Partnership Interests If the Partnership issues Partnership Interests in accordance with Section 4.2 or 4.3, the distribution priorities set forth in Section 5.1 shall be amended, as necessary, to reflect the distribution priority of such Partnership Interests and corresponding amendments shall be made to the provisions of Exhibit B.

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