Capital Units Sample Clauses

Capital Units. 43 8.2. Capital Contributions of Property...........................43 8.3.
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Capital Units. The limited liability company interests of the Company shall be represented by two classes of units of capital of the Company, which shall consist of voting limited liability company interests ("Voting LLC Units") and non-voting limited liability company interests ("Non-Voting LLC Units" and, together with Voting LLC Units, the "LLC Units"). The Company shall have authority to issue (a) LLC Units to the Members (other than the CERA Management Members) listed on Schedule A hereto, in the amounts set forth thereon, and to CERA Inc. for transfer to the CERA Management Members, in accordance with Section 2.1(b), (b) the Contingent LLC Units, (c) the LLC Units issuable upon the exercise of CERA Contingent Options and GS Contingent Options, (d) the LLC Units to be transferred upon the exercise of Existing MGI Options and MGI/CERA Additional Options and (e) such additional LLC Units as may be authorized from time to time by the Board.
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Capital Units. It is intended by the parties hereto that the Company shall have multiple series (the “Series”) pursuant to and in connection with the provisions of Section 18-215 of the Delaware Act (and/or any successor provision of the Delaware Act). The Company’s Membership Interests shall be represented by separate classes of units with respect to each such Series, and each such class of Membership Interests shall be represented by a separate class of units (collectively, the “Units”). The Company shall have four (4) Series, to be designated as Series A, Series B, Series C and Series D. Each such Series shall have the following classes of Units associated therewith, such classes of Units to be hereby authorized in the following numbers: Series Class of Units Number Series A Class A Units 42,500,000 Series B Class B Units 141,700,000 Series C Class C Units 53,865,000 Series D Class D Units 60,000,000 Series A, B, C & D Class M Units 1 The Company shall be initially authorized to issue up to that number of each class of Units as are set forth above. Additional classes of Units within each existing Series, as well as additional Series of the Company, with additional corresponding classes of Units with respect to each such additional Series, shall be issuable by the Company pursuant to the provisions of Section 2.6, below. Any holder of more than one class of Units shall have separate rights under this Agreement with respect to each class of Units held by such Member. A Member holding Class A Units shall also sometimes be referred to hereunder in its capacity as such as a “Class A Member,” a Member holding Class B Units shall also sometimes be referred to hereunder in its capacity as such as a “Class B Member,” a Member holding Class C Units shall also sometimes be referred to hereunder in its capacity as such as a “Class C Member,” a Member holding Class D Units shall also sometimes be referred to hereunder in its capacity as such as a “Class D Member,” and a Member holding Class M Units shall also sometimes be referred to hereunder in its capacity as such as a “Class M Member.”
Sample 1
Capital Units. Each of the Members represents, acknowledges, and agrees (i) the Capital Units in the Company are not and will not be registered under either the Securities Act of 1933 or any applicable state securities law and, therefore, may not be resold or transferred unless they are registered or unless an exemption from registration is available, and (ii) each Member has acquired the Capital Units in the Company for the Member's own account and for investment purposes only, with no view toward distribution or resale.
Sample 1
Capital Units. Each Member's Interest in the capital of the Company shall be represented by Units of Membership Interests. An unlimited number of Units are hereby authorized. The Initial Members shall receive for their Initial Capital Contributions the number of Units set forth on-Schedule A attached hereto. Thereafter, N.B., Inc. shall contribute all of its assets, liabilities and operations to the Company and receive therefor additional 2,800,000 Units, bringing its then total number of units to 2,801,000 Units. Immediately thereafter and pursuant to the Purchase Agreement, Land O'Lakes, Inc. shall buy from N.B., Inc. 1,400,000 Units, resulting in Land O'Lakes, Inc. and N.B., Inc. each having a total of 1,401,000 Units. Additional Members shall receive a number of Units as determined by the unanimous written consent of the Members. The number of Units issued to an Additional Member, and the Capital Contribution for such Units, shall be within the sole discretion of the unanimous written consent of the Members.
Sample 1
Capital Units. Each Member’s Interest in the capital of the Company shall be represented by Units of membership interest. An unlimited number of Units are hereby authorized. The Initial Members shall receive the number and type of Units set forth on the signature pages attached to this Operating Agreement.
Sample 1

Related to Capital Units

  • Class A Units If a Warrantholder exercises Warrants in connection with a tender offer for settlement prior to the First Regular Call Date, each Class A Unit called in connection with such exercise shall receive, in addition to principal and accrued interest, $1.50 per Class A Unit from the proceeds of the Warrant exercise. Class B Payments: If a Warrantholder exercises Warrants, then the Class B Units designated to be called in connection with such exercise shall receive the corresponding portion of the Class B Present Value Amount, adjusted for accrued Class B Payments on the Class B Units otherwise paid. If the Underlying Security Issuer redeems Underlying Securities and the previous paragraph does not apply, then the Class B Units designated for a redemption in connection with such redemption of Underlying Securities shall receive the amount with respect to the Class B Present Value Amount allocated for distribution in accordance with the applicable provisions of the Distribution Priorities below, paid as of the date of such redemption as an additional distribution.

  • Common Units The capital structure of the Company shall consist of one class of common interests (the "Common Units"). The Company shall have authority to issue one thousand (1,000) Common Units. Each Common Unit shall have one vote and shall otherwise be identical with each other Common Unit in every respect.

  • Class B Units The term “Class B Units” means the Units having the privileges, preferences, and rights specified with respect to “Class B Units” in this Agreement, including those described in Section 7.1(c)(3).

  • Partnership Units Each Partner shall own Partnership Units in the amounts set forth for such Partner in Exhibit A and shall have a Percentage Interest in the Partnership as set forth in Exhibit A, which Percentage Interest shall be adjusted in Exhibit A from time to time by the General Partner to the extent necessary to reflect accurately redemptions, additional Capital Contributions, the issuance of additional Partnership Units or similar events having an effect on the number of Partnership Units held by, and the Percentage Interest of, any Partner. Each Partnership Unit shall entitle the holder thereof to one vote on all matters on which the Partners (or any portion of the Partners) are entitled to vote under this Agreement.

  • 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.

  • Additional Units The General Partner may from time to time in its sole and absolute discretion admit any Person as an additional Limited Partner of the Partnership (each such Person, if so admitted, an “Additional Limited Partner” and, collectively, the “Additional Limited Partners”). A Person shall be deemed admitted as a Limited Partner at the time such Person (i) executes this Agreement or a counterpart of this Agreement and (ii) is named as a Limited Partner in the books of the Partnership. Each Substitute Limited Partner shall be deemed an Additional Limited Partner whose admission as an Additional Limited Partner has been approved in writing by the General Partner for all purposes hereunder. Subject to the satisfaction of the foregoing requirements and Section 4.1(c), the General Partner is hereby expressly authorized to cause the Partnership to issue additional Units for such consideration and on such terms and conditions, and to such Persons, including the General Partner, any Limited Partner or any of their Affiliates, as shall be established by the General Partner in its sole and absolute discretion, in each case without the approval of any other Partner or any other Person. Without limiting the foregoing, but subject to Section 4.1(c), the General Partner is expressly authorized to cause the Partnership to issue Units (A) upon the conversion, redemption or exchange of any debt or other securities issued by the Partnership, (B) for less than fair market value or no consideration, so long as the General Partner concludes that such issuance is in the best interests of the Partnership and its Partners, and (C) in connection with the merger of any other Person into the Partnership if the applicable merger agreement provides that Persons are to receive Units in exchange for their interests in the Person merging into the Partnership. The General Partner is hereby expressly authorized to take any action, including without limitation amending this Agreement without the approval of any other Partner, to reflect any issuance of additional Units. Subject to Section 4.1(c), additional Units may be Class A Common Units, Class B Common Units or other Units.

  • Fractional Units Class A Shareholders holding a number of Subject Class A Shares which would entitle such holders to receive less than one whole BPY Unit pursuant to this Agreement shall receive cash in lieu of fractional units. Fractional BPY Units shall not be distributed to Class A Shareholders or credited to book-entry accounts. With respect to any delivery of BPY Units to a Class A Shareholder under this Agreement, BAM shall promptly instruct the transfer agent for the BPY Units to, as soon as practicable, (a) determine the number of whole BPY Units and fractional BPY Units allocable to each holder of record or beneficial owner of Class A Shares entitled to receive BPY Units at such time, (b) aggregate all such fractional units into whole BPY Units and sell the whole BPY Units obtained thereby in open market transactions, in each case, at then-prevailing trading prices on behalf of holders who would otherwise be entitled to fractional BPY Units, and (c) distribute to each such holder, or for the benefit of each such beneficial owner, such holder or owner’s ratable share of the net proceeds of such sale, based upon the average gross selling price per BPY Unit after making appropriate deductions for any amount required to be withheld for tax purposes and any brokerage fees incurred in connection with these sales of fractional BPY Units. Neither BAM nor the Rights Agent will guarantee any minimum sale price for the fractional BPY Units. Neither BAM nor the Rights Agent will pay any interest on the proceeds from the sale of fractional BPY Units. The transfer agent of the BPY Units acting on behalf of the applicable party will have the sole discretion to select the broker-dealers through which to sell the aggregated fractional BPY Units and to determine when, how and at what price to sell such units, provided that neither the transfer agent nor the broker-dealers through which the aggregated fractional BPY Units are sold shall be Affiliates of BAM.

  • Units Interests in the Partnership shall be represented by Units. The Units initially are comprised of one Class: Class A Units. The General Partner may establish, from time to time in accordance with such procedures as the General Partner shall determine from time to time, other Classes, one or more series of any such Classes, or other Partnership securities with such designations, preferences, rights, powers and duties (which may be senior to existing Classes and series of Units or other Partnership securities), as shall be determined by the General Partner, including (i) the right to share in Profits and Losses or items thereof; (ii) the right to share in Partnership distributions; (iii) the rights upon dissolution and liquidation of the Partnership; (iv) whether, and the terms and conditions upon which, the Partnership may or shall be required to redeem the Units or other Partnership securities (including sinking fund provisions); (v) whether such Unit or other Partnership security is issued with the privilege of conversion or exchange and, if so, the terms and conditions of such conversion or exchange; (vi) the terms and conditions upon which each Unit or other Partnership security will be issued, evidenced by certificates and assigned or transferred; (vii) the method for determining the Total Percentage Interest as to such Units or other Partnership securities; and (viii) the right, if any, of the holder of each such Unit or other Partnership security to vote on Partnership matters, including matters relating to the relative designations, preferences, rights, powers and duties of such Units or other Partnership securities. Except as expressly provided in this Agreement to the contrary, any reference to “Units” shall include the Class A Units and any other Classes that may be established in accordance with this Agreement. All Units of a particular Class shall have identical rights in all respects as all other Units of such Class, except in each case as otherwise specified in this Agreement.

  • CAPITAL CONTRIBUTIONS AND ISSUANCE OF PARTNERSHIP INTERESTS Section 5.1 Organizational Contributions 37 Section 5.2 Contributions by the General Partner and its Affiliates 37 Section 5.3 Initial Offering 38 Section 5.4 Interest and Withdrawal 38 Section 5.5 Capital Accounts 38 Section 5.6 Issuances of Additional Partnership Interests and Derivative Instruments 42 Section 5.7 Conversion of Subordinated Units 42 Section 5.8 Limited Preemptive Right 43 Section 5.9 Splits and Combinations 43 Section 5.10 Fully Paid and Non-Assessable Nature of Limited Partner Interests 44 Section 5.11 Issuance of Common Units in Connection with Reset of Incentive Distribution Rights 44 Section 5.12 Establishment of TexNew Mex Units. 46

  • Class B Shares As of December 1, 2009, Class B shares of the Virtus Mutual Funds are no longer available for purchase by new or existing shareholders, except for the reinvestment of dividends or capital gains distributions into existing Class B share accounts, and for exchanges from existing Class B share accounts to other Virtus Mutual Funds with Class B shares.

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