Members Capitalization Clause Samples
The "Members; Capitalization" clause defines who the members of a company or entity are and outlines the rules regarding their ownership interests or capital contributions. It typically specifies how much each member has invested, the form of their contributions (such as cash, property, or services), and how ownership percentages are determined. This clause ensures clarity about the structure of ownership and the financial commitments of each member, helping to prevent disputes over equity and responsibilities within the organization.
Members Capitalization. Borrower and its Subsidiaries authorized capital stock and issued and outstanding capital stock is as described in Section of the Disclosure Schedule, and all issued and outstanding shares of Borrower and each such Subsidiary are validly issued and outstanding, fully paid, and non-assessable.
Members Capitalization. (a) The Sellers are the only Members of the Company. Schedule 4.2(a) sets forth the number of Units owned by, and the percentage interests of each Seller in, the Company. There are no outstanding securities of the Company convertible into or evidencing the right to purchase or subscribe for any Units or other ownership interests in the Company, there are no outstanding or authorized options, warrants, calls, subscription rights, commitments or other agreements of any character requiring, and there are no securities outstanding which upon conversion or exchange would require, the issuance, sale or transfer of any additional Units or other ownership interests in the Company or other securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase such Units or other ownership interests in the Company, or any equity equivalent rights issued by or binding upon the Company ("Equity Equivalents"). All outstanding Units are validly issued, and were issued in compliance with U.S. federal and state securities laws.
(b) Except as set forth on Schedule 4.2(b), there are no voting trusts or other voting agreements with respect to the Units or other ownership interests in the Company or any agreement relating to the issuance sale, redemption, transfer or other disposition of any such interests in the Company to which the Company is a party, or of which the Company has knowledge, other than the Operating Agreement and the Registration Rights Agreement.
Members Capitalization. All issued and outstanding membership interests in ARM are held by the ▇▇▇▇▇▇▇▇ Seller and the ▇▇▇▇▇▇ Seller, with the ▇▇▇▇▇▇▇▇ Seller holding 50% of such issued and outstanding membership interests and the ▇▇▇▇▇▇ Seller holding 50% of such issued and outstanding membership interests. All of the issued and outstanding membership interests of ARM have been duly authorized, are validly issued, fully paid, and nonassessable and are held of record by the ▇▇▇▇▇▇▇▇ Seller and the ▇▇▇▇▇▇ Seller. Each of the ▇▇▇▇▇▇▇▇ Seller and the ▇▇▇▇▇▇ Seller has good title to the membership interests of ARM free and clear of any and all liens, claims, security interests or other encumbrances of any Person. There are no outstanding or authorized options, warrants, purchase rights, subscription rights, redemption rights, conversion rights, exchange rights, or other contracts or commitments that could require ARM to issue, sell, or otherwise cause to become outstanding any of its membership interests. There are no outstanding or authorized membership interest appreciation, phantom membership interest, profit participation, or similar rights with respect to ARM. Other than the operating agreement of ARM, there are no stockholders’ agreements, voting trusts, proxies, or other agreements or understandings with respect to the voting of the membership interest of ARM.
Members Capitalization