Member Interests. Units and the limited liability company interests represented thereby shall for all purposes be personal property. Except as set forth herein, no Member shall have any interest in specific Company assets or property.
Member Interests. The Company’s member interests shall consists of Common limited liability company units, no par value (“Common Units”). The Company shall have the authority to issue Common Units, which shall be evidenced by certificates in the form attached hereto as Exhibit A.
Member Interests. The Company shall have one class of Interests, which shall have equal rights and preferences in the assets of the Company. The Board shall have no right to establish or issue new or additional classes of Interests without the unanimous written consent of the Members and amendment of this Agreement to provide for such designation or issuance.
Member Interests. The Company’s member interests shall consists of the following two classes of limited liability company interests:
Member Interests. (xiv) Contribution Agreement effective as of April 18, 2007 from Nami Capital Partners, LLC to the Company of Nami Capital Partner’s 36.044% member interest in the Operating Company to the Company in exchange for 1,171,430 Common Units.
Member Interests. (a) At Closing, LEH will hold a Member Interest evidenced by the number of Units set forth opposite its name on Appendix II, which will result in LEH having the Percentage Interest in the Company as of the Closing set forth opposite its name on Appendix II. US-DOCS\83202430.20
Member Interests. Unless otherwise determined by the Member, the capital structure of the Company shall consist of one class of limited liability company interests represented by Units (the “Units”), which shall be identical with each other in every respect.
Member Interests. 22 Section 3.6 Respective Voting Rights of Classes of Units and Interests. 23 Section 3.7 Retirement of Class D Interests. 23 Section 3.8 Conversion of Class A and Management Incentive Interests. 23 Section 3.9 Rights of Members. 23 ARTICLE 4 CERTIFICATES; RECORD HOLDERS; TRANSFER OF INTERESTS; REDEMPTION OF INTERESTS 24 Section 4.1 Certificates. 24 Section 4.2 Mutilated, Destroyed, Lost or Stolen Certificates. 24 Section 4.3 Record Holders. 25 Section 4.4 Transfer Generally. 25 Section 4.5 Registration and Transfer of Member Interests. 25 Section 4.6 Restrictions on Transfers. 26 Section 4.7 Citizenship Certificates; Non-citizen Assignees. 26 Section 4.8 Redemption of Member Interests of Non-citizen Assignees. 27 ARTICLE 5 CAPITAL CONTRIBUTIONS AND ISSUANCE OF INTERESTS 28 Section 5.1 Redemption or Exchange of the Pre-IPO Member Interests. 28 Section 5.2 Contributions by CHI and Underwriters. 28 Section 5.3 Interest and Withdrawal. 29 Section 5.4 Capital Accounts. 29 Section 5.5 Issuances of Additional Company Securities. 31 Section 5.6 Limitations on Issuance of Additional Company Securities. 31 Section 5.7 No Preemptive Rights. 32 Section 5.8 Splits and Combinations. 32 Section 5.9 Fully Paid and Non-Assessable Nature of Member Interests. 32 Section 5.10 Registration Rights of CEPM, CEPH and their Affiliates. 32 ARTICLE 6 ALLOCATIONS AND DISTRIBUTIONS 34
Member Interests. (a) Pursuant to the terms of the Initial Operating Agreement, a single Member Interest is issued and outstanding as of the date of this Agreement, which Member Interest constitutes 100% of the Member Interests (the “Pre-IPO Member Interest”). The Pre-IPO Member Interest is owned of record by CEPH. Immediately prior to the closing of the Initial Offering, the Pre-IPO Member Interest will be converted into and exchanged for 226,406 Class A Units, 6,593,894 Common Units and the Management Incentive Interests, such conversion and exchange to be effected in accordance with Section 5.1. Concurrently with the closing of the Initial Offering, on the Closing Date the Company will issue to CHI the Class D Interests, such issuance to be effected in accordance with Section 5.2(a). At the closing of the Initial Offering, the Company will issue to the Underwriters (i) the number of Common Units determined in accordance with Section 5.2(b), such issuance to be effected in accordance with Section 5.2(b), and (ii) if the Over-Allotment Option is exercised and the closing of such exercise occurs concurrently with closing of the Initial Offering, such additional number of Common Units as is determined in accordance with Section 5.2(c). The rights and obligations of the Class A Units, Common Units, Management Incentive Interests and Class D Interests shall be as specified in this Agreement.
Member Interests. 9 4.5 CONSENTS AND APPROVALS; NO VIOLATIONS.................... 9 4.6
