Interests held by the Managing Sample Clauses

Interests held by the Managing. Member and its Affiliates The Managing Member must purchase a minimum of 5% through the Offering Broker Dalmore Group, LLC Brokerage Fee Up to 1.00% of the purchase price of the Interests from Series Buttonwood 19-3 sold at the Initial Offering of the Series Buttonwood 19-3 Interests (excluding the Series Buttonwood 19-3 Interests acquired by any Person other than Investor Members) Interest Designation No Interest Designation shall be required in connection with the issuance of Series Buttonwood 19-3 Interests Voting Subject to Section 3.5, the Series Buttonwood 19-3 Interests shall entitle the Record Holders thereof to one vote per Interest on any and all matters submitted to the consent or approval of Members generally. No separate vote or consent of the Record Holders of Series Buttonwood 19-3 Interests shall be required for the approval of any matter, except as required by the Delaware Act or except as provided elsewhere in the Agreement. The affirmative vote of the holders of not less than a majority of the Series Buttonwood 19-3 Interests then Outstanding shall be required for: (a) any amendment to the Agreement (including this Series Buttonwood 19-3 Designation) that would adversely change the rights of the Series Buttonwood 19-3 Interests; (b) mergers, consolidations or conversions of Series Buttonwood 19-3 or the Company; and (c) all such other matters as the Managing Member, in its sole discretion, determines shall require the approval of the holders of the Outstanding Series Buttonwood 19-3 Interests voting as a separate class. Notwithstanding the foregoing, the separate approval of the holders of Series Buttonwood 19-3 Interests shall not be required for any of the other matters specified under Section 12.1 Splits There shall be no subdivision of the Series Buttonwood 19-3 Interests other than in accordance with Section 3.7 Sourcing Fee No greater than $30,450, which may be waived by the Managing Member in its sole discretion Other rights Holders of Series Buttonwood 19-3 Interests shall have no conversion, exchange, sinking fund, appraisal rights, no preemptive rights to subscribe for any securities of the Company and no preferential rights to distributions of Series Buttonwood 19-3 Interests Officers There shall initially be no specific officers associated with Series Buttonwood 19-3, although, the Managing Member may appoint Officers of Series Buttonwood 19-3 from time to time, in its sole discretion Aggregate Ownership Limit As stated in Se...
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Interests held by the Managing. Member and its Affiliates The Managing Member must purchase a minimum of 0.5% and may purchase additional #MBAPPEORANGECHROME9.5 Interests (including in excess of 10%), in its sole discretion, through the Offering. Broker Dalmore Group, LLC, a New York limited liability company. Brokerage Fee Up to 1.00% of the gross proceeds of the Interests from #MBAPPEORANGECHROME9.5 sold at the Initial Offering of the #MBAPPEORANGECHROME9.5 Interests (excluding the #MBAPPEORANGECHROME9.5 Interests acquired by any Person other than Investor Members).
Sample 1
Interests held by the Managing. Member and its Affiliates The Managing Member must purchase a minimum of 0.5% and may purchase additional #ACUNAGOLD9.5 Interests (including in excess of 10%), in its sole discretion, through the Offering. Broker Dalmore Group, LLC, a New York limited liability company. Brokerage Fee Up to 1.00% of the gross proceeds of the Interests from #ACUNAGOLD9.5 sold at the Initial Offering of the #ACUNAGOLD9.5 Interests (excluding the #ACUNAGOLD9.5 Interests acquired by any Person other than Investor Members). Other rights Holders of #ACUNAGOLD9.5 Interests shall have no conversion, exchange, sinking fund, redemption or appraisal rights, no preemptive rights to subscribe for any securities of the Company and no preferential rights to distributions of #ACUNAGOLD9.5 Interests. Officers There shall initially be no specific officers associated with #ACUNAGOLD9.5, although, the Managing Member may appoint Officers of #ACUNAGOLD9.5 from time to time, in its sole discretion. Aggregate Ownership Limit As stated in Section 1.1. Minimum Interests One (1) Interest per Member. Schedule 1 Asset Description Overview and authentication: ● Prospect Autographs with the “1st Bxxxxx” designation are considered to be the premier modern baseball rookie card, consistently fetching the highest recorded sale prices, with Mxxx Xxxxx’x 1st Bxxxxx Superfractor 1/1 selling for $3.94 Million in August of 2020. ● Next to the Superfractor (#/1), Red (#/5), and Orange (#/25), the Gold Refractor (#/50) is the most sought after variation of Rxxxxx Xxxxx’x rookie card. ● Graded a 9.5 with a 10 autograph by Bxxxxxx, this Gold Refractor (#/50) is a POP 34 with 8 cards receiving a BGS 10 out of 45 total submissions. ● A Red (#/5) Rxxxxx Xxxxx Xxxxxx BGS 9.5 sold for $236,160 in 9/20. ● WorthPoint tracks the average of the 3 most recent sales of Rxxxxx Xxxxx Gold Bxxxxx graded 9.5 (9-10/20) as $16,433. From 10/20-1/21 CardLadder tracks Rxxxxx Xxxxx Base Bxxxxx graded 9.5 as rising from an average of $1,900 to $2,400 (a 26% increase over that time). Notable Defects: There are none.
Sample 1
Interests held by the Managing. Member On the date hereof, Series Golden Dahlia 02 hereby grants to the Managing Member a single Series Golden Dahlia 02 Interest, which Interest shall be considered issued and outstanding as of the date hereof but may not be recorded in the books of the Company until the closing of the Initial Offering of Series Golden Dahlia 02 Interests. Consideration for such initial issuance shall be paid after the date hereof but prior to the closing of the Initial Offering. Broker Dalmore Group, LLC. Brokerage Fee 1% of the purchase price of the Series Golden Dahlia 02 Interests sold in the Initial Offering of the Series Golden Dahlia 02 Interests. Other Rights Holders of Series Golden Dahlia 02 Interests shall have no conversion, voting, exchange, sinking fund, redemption or appraisal rights, no preemptive rights to subscribe for any securities of the Company and no preferential rights to distributions of Series Golden Dahlia 02 Interests. Officers There shall initially be no specific officers associated with Series Golden Dahlia 02, although the Managing Member may appoint officers of Series Golden Dahlia 02 from time to time, in its sole discretion. Minimum Interests One (1) Interest per Member. Managing Member Interests The Managing Member may purchase up to 25.00% of Series Golden Dahlia 02 Interests at the closing of the Initial Offering, although such amount may be waived or modified by the Managing Member in its sole discretion.
Sample 1

Related to Interests held by the Managing

  • Securities Held by the Company Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.

  • Securities Held by the Company, etc Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates shall be disregarded and deemed not to be outstanding in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Initial Purchasers. Very truly yours, LEVI XXXXXXX & CO., By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. XXXXXXX XXXXX INTERNATIONAL By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Managing Director For itself and the other several Initial Purchasers named in Schedule I to the Purchase Agreement. ANNEX A Each Broker-Dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities. The Company has agreed that, starting on the expiration date and ending on the close of business 180 days after the expiration date, it will make this Prospectus available to any Broker-Dealer for use in connection with any such resale. See “Plan of Distribution”. ANNEX B Each Broker-Dealer that receives New Securities for its own account in exchange for Securities, where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. See “Plan of Distribution”. ANNEX C PLAN OF DISTRIBUTION Each Broker-Dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, starting on the expiration date and ending on the close of business 180 days after the expiration date, it will make this Prospectus, as amended or supplemented, available to any Broker-Dealer for use in connection with any such resale. In addition, until , 201[ ], all dealers effecting transactions in the New Securities may be required to deliver a prospectus. The Company will not receive any proceeds from any sale of New Securities by brokers-dealers. New Securities received by Broker-Dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Broker-Dealer and/or the purchasers of any such New Securities. Any Broker-Dealer that resells New Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit resulting from any such resale of New Securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the expiration date, the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any Broker-Dealers) against certain liabilities, including liabilities under the Securities Act. If the undersigned is not a Broker-Dealer, the undersigned represents that it acquired the New Securities in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of New Securities and it has no arrangements or understandings with any person to participate in a distribution of the New Securities. If the undersigned is a Broker-Dealer that will receive New Securities for its own account in exchange for Securities, it represents that the Securities to be exchanged for New Securities were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such New Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. ANNEX D Rider A ☐ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: Rider B

  • NOTES HELD BY THE COMPANY OR ITS AFFILIATES Without limiting the generality of Section 2.18, in determining whether the Holders of the required aggregate principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Company or any of its Affiliates will be deemed not to be outstanding; provided, however, that, for purposes of determining whether the Trustee is protected in relying on any such direction, waiver or consent, only Notes that a Responsible Officer of the Trustee knows are so owned will be so disregarded.

  • Penalty With Respect to Securities Repurchased by the Manager If pursuant to the provisions of Section 5.1 hereof and prior to the termination of the Manager’s authority to cover any short position incurred under the applicable AAU or such other date as the Manager may specify in a Wire, either: (a) the Manager purchases or contracts to purchase for the account of any Underwriter in the open market or otherwise any Securities which were retained by, or released to, you for direct sale or any Securities sold pursuant to Section 3.4 hereof for which you received a portion of the Selling Concession set forth in the applicable AAU, or any Securities which may have been issued on transfer or in exchange for such Securities, and which Securities were therefore not effectively placed for investment, or (b) if the Manager has advised you by Wire that trading in the Securities will be reported to the Manager pursuant to the “Initial Public Offering Tracking System” of The Depository Trust Company (“DTC”) and the Manager determines, based on notices from DTC, that your customers sold a number or amount of Securities during any day that exceeds the number or amount previously notified to you by Wire, then you authorize the Manager either to charge your account with an amount equal to such portion of the Selling Concession set forth in the applicable AAU received by you with respect to such Securities or, in the case of clause (b), such Securities as exceed the number or amount specified in such Wire, or to require you to repurchase such Securities or, in the case of clause (b), such Securities as exceed the number or amount specified in such Wire, at a price equal to the total cost of such purchase, including transfer taxes, accrued interest, dividends, and commissions, if any.

  • Notes Held by Company, Etc Solely for the purpose of determining whether the holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Agreement or the Notes, or have directed the taking of any action provided herein or in the Notes to be taken upon the direction of the holders of a specified percentage of the aggregate principal amount of Notes then outstanding, Notes directly or indirectly owned by the Company or any of its Affiliates shall be deemed not to be outstanding.

  • EXPENSES BORNE BY THE MANAGER The Manager will pay:

  • Shares Held by the Company and its Affiliates Whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, Registrable Securities held by the Company or its Affiliates (other than any Holder or transferees or successors or assigns thereof if such Holder is deemed to be an Affiliate solely by reason of its holdings of such Registrable Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.

  • Securities Held by the Company or Its Affiliates Whenever the consent or approval of Holders of a specified percentage of Securities is required hereunder, Securities held by the Company or its affiliates (as such term is defined in Rule 405 under the Securities Act) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.

  • Termination by the Manager This Agreement may be terminated by the Manager if: (a) the Resident fails to check into their assigned Room within five (5) days of the first day of the Semester; (b) the Resident abandons their Room as detailed in section 8.03 of this Agreement; (c) the Resident decides not to accept the Room they were assigned, or any alternate rooms offered to them during the course of this Agreement; or (d) the Resident violates any of the terms of this Agreement, including violations of the Residence Community Living Standards or Institution Standards. Written Notice of Termination of Residency will be delivered to the Resident, and if necessary, the Manager may notify the Primary or Secondary Contact by phone or e-mail of the termination of the Resident’s residency. If the Resident is unavailable to receive service of the notice in person, then delivery of the notice to the Resident’s Room shall be deemed proper service and delivery. The Resident will be allowed 24 hours from the date and time of delivery of the Notice of Termination of Residency to fully vacate and remove all personal belongings from the Residence.

  • Maintenance by the Manager Throughout the Term the Manager will inspect, maintain, repair and replace elements of the Residence in order to keep the Residence in a good condition and state of repair, complying with health, safety and fire standards required by law. This includes, but is not limited to, inspecting and testing fire safety equipment, major appliances, electrical, bathroom fixtures and plumbing.

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