Class B Membership Units Sample Clauses

Class B Membership Units. The number of Class B Membership Units issued, the holder(s) thereof and/or other terms shall be as set forth on Schedule A hereto (as amended, modified, supplemented or restated from time to time pursuant to the terms of this Agreement). Holders of Class B Membership Units shall be entitled to vote only in accordance with the provisions of this Agreement with respect to all Class B Membership Units held by them. All Class B Membership Units are entitled to participate in the allocations of Profits and Losses and in Distributions as set forth in Article VII hereof.
Sample 1Sample 2
AutoNDA by SimpleDocs
Class B Membership Units. (a) The Board of Managers is expressly authorized to provide for the issuance of the Class B Membership Units or one or more additional classes of units, and to fix for each such class such voting powers, full or limited, or no voting powers, and such distinctive designations, preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof, as shall be stated and expressed in the resolution or resolutions adopted by the Board of Managers providing for the issuance of such class and as may be permitted by the Act, including, without limitation, the authority to provide that any such class may be (i) subject to redemption at such time or times and at such price or prices; (ii) entitled to receive dividends (which may be cumulative or non-cumulative) at such rates, on such conditions, and at such times, and payable in preference to, or in such relation to, the dividends payable on any other class or classes; (iii) entitled to such rights upon the dissolution of, or upon any distribution of the assets of, the Company; or (iv) convertible into, or exchangeable for, units of any other class or classes of units of the Company at such price or prices or at such rates of exchange and with such adjustments; all as may be stated in such resolution or resolutions. Any of the foregoing provisions shall be consistent with the requirements of the Investment Company Act of 1940 (the “1940 Act”) to the extent applicable.
Sample 1
Class B Membership Units. In the event of the dissolution of BOX Holdings, Class B Members will be entitled to receive, of remaining BOX Holdings assets after satisfaction of amounts due to BOX Holdings creditors in accordance with the LLC Act and applicable law, their Class B Liquidation Preference Amount, prior to any distribution of assets to other Members. If there are insufficient assets to pay all Class B Members their full Class B Liquidation Preference Amount, the assets shall be distributed pro rata among the Class B Members. For purposes of this Agreement, a merger or consolidation of BOX Holdings in which its Members do not retain control or a majority of the voting power in the surviving entity, or a sale of all or substantially all of BOX Holdings’ assets, will each also be deemed to be a dissolution of BOX Holdings pursuant to this Section 2.5.
Sample 1
Class B Membership Units. The Company shall not issue fractional shares of any Class B Membership Unit. The Class B Membership Units shall not be entitled to exercise any voting rights with respect to the Company or its operations or the election or removal of the Company's Managers it being expressly intended and understood that such voting rights shall be exclusively vested in the Class A Membership Units. The owners of the Class B Membership Units shall not be entitled to any notices of any meetings of the Members and shall not be entitled to participate in such meetings or to vote on any questions or issues that may be presented to and decided upon by the Members of the Company. Except as to voting rights or any other differentiation or restriction expressly made applicable to the Class B Membership Units hereunder, the rights of the owners of the Class B Membership Units shall be the same in all respects to the rights of the owners of all other Membership Units (including without limitation Class A Membership Units) hereunder such rights to include the rights to receive distributions and allocations hereunder. No individual or entity holding or having claim to any Class B Membership Units shall be entitled to exercise or receive any rights attributable thereto unless and until such individual or entity is admitted as a Member of the Company in accordance with the provisions of this Agreement.
Sample 1
Class B Membership Units. The Board shall have the right to cause the Company to issue Class B Membership Units to a Person in exchange for services performed or to be performed for the Company or one of its Subsidiaries by such Person, rather than in exchange for Capital Contributions made to the Company by such Person; provided, however, that the Percentage Interest of all issued and outstanding Class B Membership Units shall not exceed 10% at the time any such Class B Membership Units are granted. All Class B Membership Units shall be issued pursuant to a grant agreement (each such agreement, a “Restricted Unit Grant Agreement”), approved by the Board, between the Company and the recipient of such Class B Membership Unit. Each Restricted Unit Grant Agreement may provide for, among other matters, the forfeiture of, transfer restrictions relating to, and repurchase by the Company of, such Class B Membership Units. A Person shall be awarded Class B Membership Units, and, to the extent not already a holder of Units, shall become a Member upon the execution of the Restricted Unit Grant Agreement and the Joinder attached hereto as Exhibit A. Class B Membership Units issued on or after the date of this Agreement are intended to be treated as “profits interests” under IRS Revenue Procedure 93-27 and IRS Revenue Procedure 2001-43 and the provisions of this Agreement shall be interpreted and applied consistently therewith. Each Class B Membership Unit issued after the date hereof shall contain such provisions in order for such Class B Membership Unit to be treated as a “profits interest,” including (A) a threshold amount (at least equal to the Liquidation Value of such Unit being issued absent such a threshold amount) of cumulative Distributions that must be made with respect to all or one or more specified classes of Units outstanding immediately prior to the issuance of such Class B Membership Unit before such Class B Membership Unit may receive any distributions (other than Tax Distributions) (the “Distribution Threshold”) or (B) requiring that the recipient thereof pay the Company an amount per Unit at least equal to the Liquidation Value thereof. Notwithstanding the foregoing, the Distribution Threshold established for any Class B Membership Unit will be not less than an amount equivalent to $12.00 per Unit.
Sample 1
Class B Membership Units. Holders of Class B Units (each a “Class B Member”) shall not be entitled to vote unless the right for such Class B Member to vote is expressly granted herein.
Sample 1
Class B Membership Units. Gold Energy may create a new class of membership units with such rights, preferences, privileges as it deems advisable (the “Class B membership units”) and accept subscriptions and contributions therefor from the holders of its Class A units and do all things required under its constituting documents to effect the approval, creation and issuance of the Class B units; provided that, without the prior written consent of US BioEnergy: (a) Gold Energy may not issue or sell any Class B unit for a purchase price of less than $500 per unit paid in cash; (b) Gold Energy may not issue or sell more than 10,000 Class B units; (c) US BioEnergy shall not be obligated under Section 1.04(d)(ii) to issue more than 5,000,000 shares of Class A common stock in respect of the conversion of the Class B units; and (b) all Class B membership units issued and outstanding immediately prior to the Effective Time shall have been duly authorized and validly issued, fully paid, and non-assessable.
Sample 1
AutoNDA by SimpleDocs

Related to Class B Membership Units

  • Membership Units The Company is initially organized with One (1) class of Membership Interests, designated in Units, which Units are initially the only class of equity in the Company. The Units shall have no par value and shall be of a single class with identical rights. The Company shall have a first lien on the Units of any Member for any debt or liability owed by such Member to the Company. Additional and different classes of Membership Interests represented by different Units may be created and issued to new or existing Members on such terms and conditions as the Governors may determine. Such additional and different classes may have different rights, powers and preferences (including, without limitation, voting rights and distribution preferences), which may be superior to those of existing Members. Members shall have no preemptive rights to acquire additional or newly created Units.

  • 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.

  • 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.

  • Shares; Membership Interests (a) The total of the membership interests in the Company shall be divided into (i) Class A Ordinary Shares having the rights and preferences as set forth herein (the “Class A Ordinary Shares”), (ii) Class A Preferred Shares having the rights and preferences as set forth herein (the “Class A Preferred Shares” and, together with the Class A Ordinary Shares, the “Class A Shares”), (iii) Class B Ordinary Shares having the rights and preferences as set forth herein (the “Class B Ordinary Shares”), and (iv) Class C Ordinary Share having the rights and preferences as set forth herein (the “Class C Ordinary Share” and, together with the Class A Ordinary Shares, the Class A Preferred Shares and the Class B Ordinary Shares, the “Shares” and each a “Share”). Class A Ordinary Shares, Class A Preferred Shares and Class B Ordinary Shares shall have the same rights, powers and duties, except as otherwise set forth in this Agreement. The number of Class A Ordinary Shares shall be limited to the maximum number of Class A Ordinary shares offered in the Offering, plus (i) the number of Class A Ordinary Shares which may be issued upon conversion of the Class A Preferred Shares, plus (ii) the number of Class A Ordinary Shares which may be issued upon conversion of the Class B Ordinary Shares. The number of Class A Preferred Shares shall be limited to the number of Class A Preferred Shares which may be issued pursuant to the Management Services Agreement. The number of Class B Ordinary Shares shall be limited to up to 1,000. The number of Class C Ordinary Shares shall be limited to one. Class A Preferred Shares issued pursuant to the Management Services Agreement (“ASA Shares”) may be subject to vesting provisions as set forth in the Management Services Agreement. The Shares of the Members shall be as set forth on Exhibit A attached hereto, which may be updated as set forth herein. For the avoidance of doubt, in the event that all of the Class A Ordinary Shares are not sold pursuant to the Offering, the Board shall, upon the final closing of the Offering, issue a number of Class A Ordinary Shares to the Initial Member equal to the aggregate number of Class A Ordinary Shares that remain unsold in the Offering, as repayment in full of any and all obligations owing to the Initial Member in respect of advances made to acquire the Artwork and true-up fees payable to the Initial Member. The name and mailing address of each Member or such Member’s representative shall be listed on the books and records of the Company maintained for such purpose by the Company or the Transfer Agent.

  • 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.

  • OP Units Any portion of the Consideration payable hereunder in the form of common units of limited partnership interests of the Operating Partnership (“OP Units”) shall be registered in the name of Contributor. OP Units will not be delivered to Contributor unless Section 2.2(j) hereof is true and correct as of the Closing Date. No fractional OP Units will be issued and OP Units will be rounded to the nearest whole number. The Consideration payable to Contributor, whether in cash, in OP Units or a combination thereof, may be reduced by the amount the Operating Partnership reasonably determines must be withheld for tax purposes. The rights and obligations of holders of OP Units as of the Closing will be as set forth in the First Amended and Restated Agreement of Limited Partnership of the Operating Partnership (the “Partnership Agreement”), the form of which was filed as Exhibit 10.1 to Amendment No. 1 to the REIT’s Registration Statement on Form S-11 (File No. 333-231677), which the REIT filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 31, 2019 (the “IPO Registration Statement”). Although initially the OP Units will not be certificated and the Operating Partnership does not currently expect the OP Units will ever be certificated, any certificates, subsequently issued evidencing the OP Units will bear appropriate legends (i) indicating that the issuance of the OP Units has not been registered under the Securities Act of 1933, as amended (“Securities Act”) and that the OP Units may not be transferred absent registration under the Securities Act or an exemption from the registration requirements, (ii) indicating that the Partnership Agreement will restrict the transfer of the OP Units and (iii) describing the ownership limitations and transfer restrictions imposed by the charter of the REIT with respect to shares of the REIT’s capital stock.

  • Ltip Units (a) The General Partner may from time to time issue LTIP Units to Persons who provide services to the Partnership, for such consideration as the General Partner may determine to be appropriate, and admit such Persons as Limited Partners. Subject to the following provisions of this Section and the special provisions of Sections 4.5, 5.1(e), and 8.6, LTIP Units shall be treated as Limited Partnership Units, with all of the rights, privileges and obligations attendant thereto. For purposes of computing the Partners’ Percentage Interests, LTIP Units shall be treated as Common Units.

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

  • 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.

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