Limited Liability Company Membership Interests Sample Clauses

Limited Liability Company Membership Interests. The limited liability company membership interests in the Company held by the Member are represented by a certificate (the “Ownership Certificate”). Promptly following the closing of the Acquisition, the Member shall surrender the Ownership Certificate to the Company for cancellation. Effective upon such cancellation, the limited liability company membership interests in the Company shall cease to be represented by certificates and shall be held by the Member as uncertificated limited liability company membership interests in the Company
Sample 1
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Limited Liability Company Membership Interests. The Borrower shall not issue any membership interests (other than non-economic “special membership interests”) except to Tesla, Inc., TFL, a Tesla Party or one of their respective Subsidiaries or create any Subsidiary. The Borrower shall not pay or make any distributions to any owner of its membership interests if, at the time or as a result of such payment or the making of such distribution, a Default, an Event of Default or the Scheduled Expiration Date shall have occurred and be continuing under this Agreement.
Sample 1
Limited Liability Company Membership Interests. This Assignment and Assumption of Limited Liability Company Membership Interests (“Agreement”) is dated December 24, 2015 (the “Effective Date”) and made by SUMMIT HEALTHCARE OPERATING PARTNERSHIP, a Delaware limited partnership (“Assignor”) and SUMMIT UNION LIFE HOLDINGS, LLC, a Delaware limited liability company (“Assignee”). The Assignor is the sole Member of Summit Appleton, LLC, Summit Cxxxxxxxxx Manor, LLC, Summit Mxxxx Vista Manor, LLC, and Summit Mxxxx Vista Gardens, LLC, each a Delaware limited liability company (each, a “Company” and, collectively, the “Companies”), holding one hundred percent (100%) of the membership interests in each Company ( the “Membership Interests”). The Assignor wishes to assign the Membership Interests to the Assignee, and the Assignee wishes to assume the Membership Interests. The Assignor and the Assignee may be referred to together as “Parties,” with each individually as “Party.” The Parties therefore agree as follows:
Sample 1

Related to Limited Liability Company Membership Interests

  • 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.

  • 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.

  • Limited Liability Company The Member intends to form a limited liability company and does not intend to form a partnership under the laws of the State of Delaware or any other laws.

  • Certificate of Limited Liability Company Interest A Member’s limited liability company interest may be evidenced by a certificate of limited liability company interest executed by the Manager or an officer in such form as the Manager may approve; provided that such certificate of limited liability company interest shall not bear a legend that causes such limited liability company interest to constitute a security under Article 8 (including Section 8-103) of the Uniform Commercial Code as enacted and in effect in the State of Delaware, or the corresponding statute of any other applicable jurisdiction.

  • The Limited Liability Company 8 2.1 Formation; Effective Date of Agreement .................................... 8 2.2 Name ...................................................................... 8 2.3 Business Purpose .......................................................... 9 2.4 Powers .................................................................... 9 2.5 Duration .................................................................. 9 2.6 Registered Office and Registered Agent .................................... 9 2.7

  • 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.

  • Formation of Limited Liability Company The Company was formed on January 13, 2017, pursuant to the Delaware Limited Liability Company Act, 6 Del. C. § 18-101, et seq., as amended from time to time (the “Delaware Act”), by the filing of a Certificate of Formation of the Company with the office of the Secretary of the State of Delaware. The rights and obligations of the Member and the administration of the Company shall be governed by this Agreement and the Delaware Act. To the extent this Agreement is inconsistent in any respect with the Delaware Act, this Agreement shall control.

  • Limited Liability Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a member of the Company.

  • Limited Liability Company Agreement The Member hereby states that except as otherwise provided by the Act or the Certificate of Formation, the Company shall be operated subject to the terms and conditions of this Agreement.

  • 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.

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