Authorization and Issuance of Interests Sample Clauses

Authorization and Issuance of Interests. In addition to the issuances of Series A Preferred Interests and Class A Common Interests as expressly provided for in this Agreement, the Rollover Agreements and any Equity Grant Agreement, subject to the limitations contained in Section 11.4, the Partnership (with the approval of the General Partner) may issue additional Series A Preferred Interests, Class A Common Interests or other Interests that the General Partner may provide for, create and authorize pursuant to Sections 5.2(b) or 5.2(c) above. Upon the issuance of any Interests, the General Partner shall amend the Partners Schedule to reflect such issuance and adjust the Capital Accounts of the Partners as necessary in accordance with Section 6.2.
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Authorization and Issuance of Interests. Subject to any Member approval required by this Agreement (including Section 12.1) and subject to compliance with Section 12.5, the Board of Directors may, in accordance with the provisions hereof, issue Interests in addition to those issued on or prior to the date hereof and to fix and determine the relative rights, preferences, powers, privileges and restrictions of such Interests. The Board of Directors may, in accordance with the provisions hereof, determine the Capital Contribution, if any, required to be made for such newly issued Interests. Upon admission of an Additional Member, or increase or decrease in the Interest held by an existing Member, in accordance with this Agreement, the respective Interests of the other Members will be reduced or increased on a pro rata basis based on their respective ownership of Interests at the time of such admission or increase or decrease, as applicable.
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Authorization and Issuance of Interests. The issuance of the Class A --------------------------------------- Interests (as defined in the NextMedia LLC Agreement) has been duly authorized by all requisite limited liability company action on the part of NextMedia, and when issued and delivered in accordance with this Agreement and the NextMedia LLC Agreement, such Class A Interests will be validly issued and outstanding, fully paid and nonassessable with no personal liability attaching to the ownership thereof, free of any encumbrances created by NextMedia and will not have been issued in violation of preemptive or similar rights of the equity holders of NextMedia or others. The terms, designations, powers, preferences and relative, participating, optional and other special rights, and the qualifications, limitations and restrictions, of the interests are as stated in the NextMedia LLC Agreement.
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Authorization and Issuance of Interests. 3.1.1 The Company shall be authorized to issue three classes of Units as follows: Class of Units Number of Units Authorized Class A Units 280 Class B Units 500 Class C Units 2,000
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Authorization and Issuance of Interests. The Company shall be authorized to issue Units representing the Interests to the Members who are parties to this Agreement as of the Effective Date, and to all other Persons thereafter who become Members in accordance with the terms and conditions of this Agreement.
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Authorization and Issuance of Interests. Subject to any Member approval required by this Agreement (including Section 12.1) and subject to compliance with Section 12.5, the Board of Directors may, in accordance with the provisions hereof, issue Interests in addition to those issued as of the date hereof and to fix and determine the relative rights, preferences, powers, privileges and restrictions of such Interests. The Board of Directors may, in accordance with the provisions hereof, determine the Capital Contribution, if any, required to be made for such newly issued Interests. Upon admission of an Additional Member, or increase or decrease in the Interest held by an existing Member, in accordance with this Agreement, the respective Interests of the other Members will be reduced or increased on a pro rata basis based on their respective ownership of Interests at the time of such admission or increase or decrease, as applicable. *** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
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Authorization and Issuance of Interests. The authorization, issuance, sale and delivery of the TMI Interest, the Investor Interests, the Convertible Notes and the Interests which may be issued upon the conversion of the Convertible Notes (the "Conversion Interests") pursuant to this Agreement and the authorization, reservation, issuance, sale and delivery of Parent Common Stock pursuant to the Parent Conversions have been duly authorized by all requisite action on the part of Newco LLC and Parent, as the case may be, and when issued, sold and delivered in accordance with this Agreement, (i) the TMI Interest, the Investor Interests and the Conversion Interests will be validly issued and outstanding with no personal liability attaching to the ownership thereof (other than as provided in the DRULPA) and (ii) the Parent Common Stock will be validly issued and outstanding, fully paid and nonassessable with no personal liability attaching to ownership thereof, in each case, free and clear of any Encumbrances, other than Encumbrances, if any, arising as a result of actions taken by TMI Sub or the Investors or arising pursuant to applicable federal and state securities laws, and not subject to preemptive or similar rights of partners or stockholders of Newco LP, Parent or others. The terms, designations, powers, preferences and relative, optional and other special rights, and the qualifications, limitations and restrictions, of the TMI Interest, the Investor Interests and the Conversion Interests are as stated in the Newco LP Agreement. Parent has reserved a sufficient number of shares of Parent Common Stock for issuance in the event of the Parent Conversions.
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Authorization and Issuance of Interests 
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Related to Authorization and Issuance of Interests

  • Authorization and Issuance of Additional Units (a) The Company shall undertake all actions, including, without limitation, an issuance, reclassification, distribution, division or recapitalization, with respect to the Common Units, to maintain at all times a one-to-one ratio between the number of Common Units owned by the Corporation, directly or indirectly, and the number of outstanding shares of Class A Common Stock, disregarding, for purposes of maintaining the one-to-one ratio, (i) Unvested Corporate Shares, (ii) treasury stock or (iii) preferred stock or other debt or equity securities (including without limitation warrants, options or rights) issued by the Corporation that are convertible into or exercisable or exchangeable for Class A Common Stock (except to the extent the net proceeds from such other securities, including any exercise or purchase price payable upon conversion, exercise or exchange thereof, has been contributed by the Corporation to the equity capital of the Company). In the event the Corporation issues, transfers or delivers from treasury stock or repurchases Class A Common Stock in a transaction not contemplated in this Agreement, the Manager shall take all actions such that, after giving effect to all such issuances, transfers, deliveries or repurchases, the number of outstanding Common Units owned by the Corporation will equal on a one-for-one basis the number of outstanding shares of Class A Common Stock. In the event the Corporation issues, transfers or delivers from treasury stock or repurchases or redeems the Corporation’s preferred stock in a transaction not contemplated in this Agreement, the Manager shall have the authority to take all actions such that, after giving effect to all such issuances, transfers, deliveries, repurchases or redemptions, the Corporation holds (in the case of any issuance, transfer or delivery) or ceases to hold (in the case of any repurchase or redemption) equity interests in the Company which (in the good faith determination by the Manager) are in the aggregate substantially equivalent to the outstanding preferred stock of the Corporation so issued, transferred, delivered, repurchased or redeemed. The Company shall not undertake any subdivision (by any Common Unit split, Common Unit distribution, reclassification, recapitalization or similar event) or combination (by reverse Common Unit split, reclassification, recapitalization or similar event) of the Common Units that is not accompanied by an identical subdivision or combination of Class A Common Stock to maintain at all times a one-to-one ratio between the number of Common Units owned by the Corporation and the number of outstanding shares of Class A Common Stock, unless such action is necessary to maintain at all times a one-to-one ratio between the number of Common Units owned by the Corporation and the number of outstanding shares of Class A Common Stock as contemplated by the first sentence of this Section 3.04(a).

  • Due Authorization and Issuance All of the Pledged Securities existing on the date hereof have been, and to the extent any Pledged Securities are hereafter issued, such Pledged Securities will be, upon such issuance, duly authorized, validly issued and fully paid and non-assessable to the extent applicable. There is no amount or other obligation owing by any Pledgor to any issuer of the Pledged Securities in exchange for or in connection with the issuance of the Pledged Securities or any Pledgor’s status as a partner or a member of any issuer of the Pledged Securities.

  • Due Authorization and Valid Issuance The Company has all requisite power and authority to execute, deliver and perform its obligations under the Agreements, and the Agreements have been duly authorized and validly executed and delivered by the Company and constitute legal, valid and binding agreements of the Company enforceable against the Company in accordance with their terms, except as rights to indemnity and contribution may be limited by state or federal securities laws or the public policy underlying such laws, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' and contracting parties' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The Shares being purchased by the Investor hereunder will, upon issuance and payment therefor pursuant to the terms hereof, be duly authorized, validly issued, fully-paid and nonassessable.

  • Authorization of the Sponsor Warrants The Company has duly authorized the issuance and sale of the Sponsor Warrants to the Purchaser.

  • Creation and Issue of Warrants A maximum of 5,598,775 Warrants (subject to adjustment as herein provided) are hereby created and authorized to be issued in accordance with the terms and conditions hereof. By written order of the Corporation, the Warrant Agent shall deliver Warrants to Registered Warrantholders and record the name of the Registered Warrantholders on the Warrant register. Registration of interests in Warrants held by the Depository may be evidenced by a position appearing on the register for Warrants of the Warrant Agent for an amount representing the aggregate number of such Warrants outstanding from time to time.

  • Incurrence of Indebtedness and Issuance of Preferred Stock (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness (including Acquired Debt), and the Company will not issue any Disqualified Stock and will not permit any of its Restricted Subsidiaries to issue any shares of preferred stock; provided, however, that the Company may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock, and the Guarantors may incur Indebtedness (including Acquired Debt) or issue preferred stock, if the Fixed Charge Coverage Ratio for the Company’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or such preferred stock is issued, as the case may be, would have been at least 2.0 to 1.0, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or the Disqualified Stock or the preferred stock had been issued, as the case may be, at the beginning of such four-quarter period.

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