Capital Structure Generally; Limited Liability Shares and Investor GP Shares Sample Clauses

Capital Structure Generally; Limited Liability Shares and Investor GP Shares. The Fund is hereby authorized to issue Membership Interests denominated in Shares with such rights, preferences, limitations, and privileges as set forth herein and as may be determined by the Manager consistent herewith. The initial target capitalization of the Fund is $50,000,000 (250 Shares) but can be expanded at the discretion of the Manager to $80,000,000 (400 Shares) or more. Each full Share shall require a Capital Contribution of $200,000 and the Manager, in its discretion, can offer fractional Shares. Each Share (or fraction thereof) may, at the discretion of each Investor, be either a Limited Liability Share or an Investor GP Share. Each Investor GP Shareholder shall be subject to personal unlimited liability for the debts, obligations and Liabilities of the Fund (to the extent that such debts, obligations and Liabilities are not satisfied out of Fund Assets) that accrue before such Investor GP Share is converted into a Limited Liability Share. Investor GP Shares shall be automatically converted to Limited Liability Shares by the Manager when drilling activities that generate deductions are complete or at a time and in a manner prescribed by the Manager. Except with respect to the Early Investment Incentive and Advance Distribution, each Share, whether a Limited Liability Share or an Investor GP Share, shall have identical rights to allocations and distributions (including allocations and distributions upon liquidation, dissolution or other winding up of the Fund). Investors shall have no voting rights as Members or as holders of Shares, except as provided in Article 7 or otherwise as specifically provided in this Agreement or the Act. The names of the Members and their respective number of Shares, as such names and number may change from time to time in accordance with this Agreement, shall be set forth on the Fund’s books and records. The Manager, in its sole discretion, may issue fractions of a Share, but is not required to do so.
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Capital Structure Generally; Limited Liability Shares and Investor GP Shares. The Fund is hereby authorized to issue Membership Interests denominated in Shares with such rights, preferences, limitations, and privileges as set forth herein and as may be determined by the Manager consistent herewith. Each Share may, at the discretion of each Investor, be either a Limited Liability Share or an Investor GP Share. Each Investor GP Shareholder shall be subject to personal unlimited liability for the debts, obligations and Liabilities of the Fund that accrue before such Investor GP Share is converted into a Limited Liability Share. Investor GP Shares shall be automatically converted to Limited Liability Shares by the Manager when drilling activities that generate deductions are complete or at a time and in a manner prescribed by the Manager. Except with respect to the Early Investment Incentive, each Share, whether a Limited Liability Share or an Investor GP Share, shall have identical rights to allocations and distributions (including allocations and distributions upon liquidation, dissolution or other winding up of the Fund). Investors shall have no voting rights as Members or as holders of Shares, except as provided in Article 7 or otherwise as specifically provided in this Agreement or the Act. The names of the Members and their respective number of Shares, as such names and number may change from time to time in accordance with this Agreement, shall be set forth on the Fund’s books and records. The Manager, in its sole discretion, may issue fractions of a Share, but is not required to do so.
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Related to Capital Structure Generally; Limited Liability Shares and Investor GP Shares

  • Right to Acquire Limited Partner Interests (a) Notwithstanding any other provision of this Agreement, if at any time the General Partner and its Affiliates hold more than 80% of the total Limited Partner Interests of any class then Outstanding, the General Partner shall then have the right, which right it may assign and transfer in whole or in part to the Partnership or any Affiliate of the General Partner, exercisable in its sole discretion, to purchase all, but not less than all, of such Limited Partner Interests of such class then Outstanding held by Persons other than the General Partner and its Affiliates, at the greater of (x) the Current Market Price as of the date three days prior to the date that the notice described in Section 15.1(b) is mailed and (y) the highest price paid by the General Partner or any of its Affiliates for any such Limited Partner Interest of such class purchased during the 90-day period preceding the date that the notice described in Section 15.1(b) is mailed.

  • 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.

  • Additional Capital Contributions and Issuances of Additional Partnership Interests Except as provided in this Section 4.2 or in Section 4.3, the Partners shall have no right or obligation to make any additional Capital Contributions or loans to the Partnership. The General Partner may contribute additional capital to the Partnership, from time to time, and receive additional Partnership Interests in respect thereof, in the manner contemplated in this Section 4.2.

  • Limited Liability of Members No Member shall be liable for any debts or obligations of the Company beyond the amount of the Capital Contributions made by such Member.

  • Partnership and Limited Liability Company Interests Except as previously disclosed to the Administrative Agent, none of the Collateral consisting of an interest in a partnership or a limited liability company (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a Security governed by Article 8 of the UCC, (iii) is an Investment Company Security, (iv) is held in a Securities Account or (v) constitutes a Security or a Financial Asset.

  • Rights of Assignees of Partnership Interests (a) Subject to the provisions of Sections 9.1 and 9.2 hereof, except as required by operation of law, the Partnership shall not be obligated for any purposes whatsoever to recognize the assignment by any Limited Partner of its Partnership Interest until the Partnership has received notice thereof.

  • Substituted Limited Partners A. No Limited Partner shall have the right to substitute a transferee as a Limited Partner in his or her place (including any transferee permitted by Section 11.3). The General Partner shall, however, have the right to consent to the admission of a transferee of the interest of a Limited Partner pursuant to this Section 11.4 as a Substituted Limited Partner, which consent may be given or withheld by the General Partner in its sole and absolute discretion. The General Partner’s failure or refusal to permit a transferee of any such interests to become a Substituted Limited Partner shall not give rise to any cause of action, whether at law or in equity, against the Partnership or any Partner.

  • Issuances of Additional Partnership Interests (a) The Partnership may issue additional Partnership Interests (other than General Partner Interests) and Derivative Partnership Interests for any Partnership purpose at any time and from time to time to such Persons for such consideration and on such terms and conditions as the General Partner shall determine, all without the approval of any Limited Partners.

  • Certification of Limited Liability Company and Limited Partnership Interests Each interest in any limited liability company or limited partnership controlled by any Grantor and pledged hereunder shall be represented by a certificate, shall be a “security” within the meaning of Article 8 of the New York UCC and shall be governed by Article 8 of the New York UCC.

  • Organization and Ownership of Shares of Subsidiaries; Affiliates (a) Schedule 5.4 contains (except as noted therein) complete and correct lists (i) of the Company’s Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Company and each other Subsidiary, (ii) of the Company’s Affiliates, other than Subsidiaries, and (iii) of the Company’s directors and senior officers.

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