Additional Contribution of Holdings Interests Sample Clauses

Additional Contribution of Holdings Interests. Xxxxxxxx 66 Company hereby grants, contributes, bargains, conveys, assigns, transfers, sets over and delivers to the Partnership (a) all right, title and interest in and to all of Xxxxxxxx 66 Company’s remaining limited liability company interests in Holdings in exchange for (a) 16,328,362 Common Units representing a 22.7% limited partner interest in the Partnership, and (b) 35,217,112 Subordinated Units representing a 49.0% limited partner interest in the Partnership, and the Partnership hereby accepts such limited liability company interests. Immediately following such contribution of such limited liability company interests, the Partnership shall and does hereby continue as the sole member of Holdings and Xxxxxxxx 66 Company shall and does hereby cease to be a member of Holdings and shall thereupon cease to have or exercise any right or power as a member of Holdings, and Holdings is continued without dissolution. The Parties acknowledge and agree that, pursuant to and subject to the terms and conditions of the Omnibus Agreement, and in consideration of the Partnership’s issuance of Common Units and Subordinated Units to Xxxxxxxx 66 Company under this Section 2.6, Xxxxxxxx 66 Company has granted to the Partnership Group a nontransferable, nonexclusive, royalty­free right and license to use the name “Xxxxxxxx 66” (the “Name”) and any other trademarks owned by Company that contain the Name, the Name together with the distinctive shield graphic, the shield graphic alone, or the name “Xxxxxxxx 66 Partners” together with the partial outline shield graphic. Each of the following transactions set forth in Sections 2.7 through 2.9 shall be completed as of the Closing Time, and in any event only after completion of the transactions set forth in Sections 2.1 through 2.6, in the order set forth herein:
Sample 1
AutoNDA by SimpleDocs

Related to Additional Contribution of Holdings Interests

  • 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 Contributions The Member is not required to make any additional capital contribution to the Company. However, the Member may at any time make additional capital contributions to the Company in cash or other property.

  • Issuance of Additional Partnership Interests The General Partner, in its sole and absolute discretion, may raise all or any portion of the Additional Funds by accepting additional Capital Contributions of cash. The General Partner may also accept additional Capital Contributions of real property or any other non-cash assets. In connection with any such additional Capital Contributions (of cash or property), the General Partner is hereby authorized to cause the Partnership from time to time to issue to Partners (including the General Partner) or other Persons (including, without limitation, in connection with the contribution of tangible or intangible property, services, or other consideration permitted by the Act to the Partnership) additional Partnership Units or other Partnership Interests, which may be Common Units or other Partnership Units issued in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional, conversion, exchange or other special rights, powers, and duties, including rights, powers, and duties senior to then existing Limited Partner Interests, all as shall be determined by the General Partner in its sole and absolute discretion subject to Maryland law, including without limitation, (i) the allocations of items of Partnership income, gain, loss, deduction, and credit to such class or series of Partnership Interests; (ii) the right of each such class or series of Partnership Interests to share in Partnership distributions; (iii) the rights of each such class or series of Partnership Interests upon dissolution and liquidation of the Partnership; and (iv) the right to vote, including, without limitation, the Limited Partner approval rights set forth in Section 11.2.A; provided, that no such additional Partnership Units or other Partnership Interests shall be issued to the General Partner unless either (a) (1) the additional Partnership Interests are issued in connection with the grant, award, or issuance of shares of the General Partner pursuant to Section 4.3.C below, which shares have designations, preferences, and other rights (except voting rights) such that the economic interests attributable to such shares are substantially similar to the designations, preferences and other rights of the additional Partnership Interests issued to the General Partner in accordance with this Section 4.3.B, and (2) the General Partner shall make a Capital Contribution to the Partnership in an amount equal to any net proceeds raised in connection with such issuance, or (b) the additional Partnership Interests are issued to all Partners holding Partnership Interests in the same class in proportion to their respective Percentage Interests in such class or (c) the additional Partnership Interests are issued pursuant to a Stock Plan. The General Partner’s determination that consideration is adequate shall be conclusive insofar as the adequacy of consideration relates to whether the Partnership Interests are validly issued and paid. In the event that the Partnership issues additional Partnership Interests pursuant to this Section 4.3.B, the General Partner shall make such revisions to this Agreement (including but not limited to the revisions described in Section 5.4, Section 6.2.B, and Section 8.6) as it determines are necessary to reflect the issuance of such additional Partnership Interests.

  • Additional Capital Contributions No Member shall be required to make additional capital contributions. A Member may make additional capital contributions to the Company.

  • ALLOCATION OF CONTRIBUTIONS You may place your contributions in one fund or in any combination of funds, although your employer may place restrictions on investment in certain funds.

  • Additional Funds and Capital Contributions .. 22 Section 4.4 Stock Option Plan................................... 23 Section 4.5 No Interest; No Return.............................. 24 Section 4.6 Conversion or Redemption of Preferred Shares........ 24

  • Additional Funding and Capital Contributions If the Board of the Company or Haimeng at any time or from time to time determines that funding and/ or capital contributions to the Company or Haimeng are necessary to conduct the Company’s or Haimeng’s business activities, then:

  • No Additional Capital Contributions Except as otherwise provided in this Article V, no Partner shall be required to make additional Capital Contributions to the Partnership without the consent of such Partner or permitted to make additional capital contributions to the Partnership without the consent of the General Partner.

  • Members Capital Contributions Each Member shall contribute the amount as pledged, or as determined by the Manager and the Member, as the Member’s Initial Capital Contribution upon not less than 48 hours’ notice by the Manager. An Exhibit A may be amended from time to time by the Manager in its sole discretion to represent the current state of Capital Contributions by Members who may join to this Operating Agreement during the course of the business of the Company. The Manager may instead maintain the Capital Contributions, capital accounts and names of Members using its own office systems and personnel without updating or attaching an Exhibit A to this Operating Agreement.

Time is Money Join Law Insider Premium to draft better contracts faster.