Interests of Members. No member of, or delegate to, the Congress of the United States shall be permitted to any share or part of the agreement or to any benefit arising therefrom.
Interests of Members. 13.1* A member must have regard to the Code of Conduct for Members of the local authority for which they are an elected member and their obligations in relation to the disclosures of, and possible withdrawal from a meeting, for reason of personal and prejudicial interests.
Interests of Members. The limited liability company interest (the "Interest") of each Member at any time shall be the percentage that the number of LLC Shares owned by such Member constitutes of the aggregate number of LLC Shares at such time.
Interests of Members. The Members shall have Percentage Interests equal to the percentage set forth in Exhibit “A”. Except as otherwise provided in this Agreement, each Member shall share in accordance with its Percentage Interest all profits and losses of the Company and all distributions of assets of the Company, whether distributions of available cash, capital, or otherwise.
Interests of Members. Members Interest Units ------- -------- ----- MANO HOLDINGS CORPORATION 39.574% 3,957.4 Xxx Xxxxxxxxxxxx Xxxxx Xxxxxx Xxxx, XX 00000 KBMC Acquisition Company, L.P. 60.426% 6,042.6 000 Xxxxx Xxxxxx Xx. Xxxxx, XX 00000 SCHEDULE A (POST-MASTER CONTRIBUTION AGREEMENT) Interest Units -------- ----- MANO HOLDINGS I, LLC 99% 9,900 Xxx Xxxxxxxxxxxx Xxxxx Xxxxxx Xxxx, XX 00000 MANO HOLDINGS II, LLC 1% 000 Xxx Xxxxxxxxxxxx Xxxxx Xxxxxx Xxxx, XX 00000 EXHIBIT B (FACE OF CERTIFICATE) THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON _______________, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER CONTAINED IN THE ISSUER'S OPERATING AGREEMENT, A COPY OF WHICH MAY BE OBTAINED WITHOUT CHARGE BY THE HOLDER HEREOF AT THE COMPANY'S PRINCIPAL PLACE OF BUSINESS. CERTIFICATE FOR LIMITED LIABILITY COMPANY INTEREST IN THE B. MANISCHEWITZ COMPANY, LLC Certificate No.__________ ___________Units _________________________________as a Manager of The B. Manischewitz Company, LLC, a Delaware limited liability company (the "LLC") hereby certifies that ______________is the holder of ____________ Units, as that term is defined in the Operating Agreement of the LLC, dated as of ____________, as amended and restated from time to time (the "Agreement") (copies of which are on file at the principal office of the LLC). This Certificate is not negotiable or transferable except as provided in the Agreement, and any such transfer will be valid only upon delivery of this Certificate, together with an assignment in the form set forth on the reverse hereof (or otherwise acceptable to the Managers and sufficient to convey an interest in the LLC pursuant to the Delaware Limited Liability Company Act, as it may be amended and in effect from time to time, or any successor statute thereto) and the Agreement, duly executed, to the Managers of the LLC. THE B. MANISCHEWITZ COMPANY, LLC, a Delaware limited liability company Dated:______________________ By:____________________________________________ Print Name:_______________________________ Its: Manager (REVERSE OF CERTIFICATE) ASSIGNMENT OF LIMITED LIABILITY COMPANY INTEREST IN THE...
Interests of Members. 28 Section 9.1 Transfers of Interests .............................................28 Section 9.2 Right of First Refusal for Interests Owned by Members...............28
Interests of Members. 6.1. Initial Ownership Interests. Provided that AUC is not in default of obligations under Section 3.1, when AUC has contributed to the Company the sum of Twelve Million Three Hundred Seventy-five Thousand Dollars (US$12,375,000) of the Thirty-Three Million Dollars (US$33,000,000) in Expenditure Costs referred to in Section 3.1(b)(iv), AUC shall possess a twenty-two and one half percent (22.5%) Ownership Interest in the Company. Subject to the terms of Section 6.3, when AUC has contributed to the Company, the remaining Twenty Million Six Hundred Twenty-five Thousand Dollars (US$20,625,000) in Expenditure Costs referred to in Section 3.1(b)(iv), AUC shall possess an additional thirty-seven and one half percent (37.5%) Ownership Interest, for a total of a sixty percent (60%) Ownership Interest in the Company, and the Operative Date will be deemed to have occurred. No Ownership Interest in the Company shall vest in AUC until the first Twelve Million Three Hundred and Seventy-five Thousand Dollars ($12,375) of Expenditure Costs have been contributed. After the contribution of the Expenditure Costs, the Members shall have the following Ownership Interests: Member Ownership Interest AUC 60% Strathmore 40% During the Option Period, the Manager will keep the Property in good standing, free and clear of all Encumbrances resulting from its activities.
Interests of Members. 20 6.1 Initial Ownership Interests . . . . . . . . . . . . . . . . . . 20 6.2 Changes in Ownership Interests . . . . . . . . . . . . . . . . 20 6.3 Voluntary Reduction in Ownership . . . . . . . . . . . . . . . 21 6.4
Interests of Members. Subject to Articles 7 and 8 hereof, the respective interests of the Members ("Percentage Interests") in the Company shall be as follows: [Macklowe Entity] 51% Broadway 49% --- Total 100% ====
Interests of Members. 7 4.1 Continuing Liabilities Upon Adjustments of Ownership Interests 4.2 Continuing Obligations and Environmental Liabilities 4.3 Grant of Lien and Security Interest 4.4 Subordination of Interests ARTICLE V RELATIONSHIP OF THE MEMBERS 8 5.1 Transfer or Termination of Rights 5.2 Abandonment and Surrender of Properties 5.3 Supplemental Business Arrangement 5.4 Implied Covenants 5.5 No Third Party Beneficiary Rights ARTICLE VI ACQUISITIONS WITHIN AREA OF INTEREST 6.1 General 6.2 Notice to Non-Acquiring Member 6.3 Option Exercised 6.4 Option Not Exercised 6.5 Non-Compete Covenants
