Membership Interests; Initial Capitalization; Initial Capital Accounts Sample Clauses

Membership Interests; Initial Capitalization; Initial Capital Accounts. (a) The Company shall have two authorized classes of Membership Interests, consisting of 800,000 Class A Membership Interests which may be issued in one or more series and 200,000 Class B Membership Interests; provided, however, if there is an automatic conversion of the Class B Membership Interests pursuant to Section 3.9, the number of authorized Class A Membership Interests shall automatically be increased by that number of additional Class A Membership Interests necessary to effect such conversion; provided, further, that if there are additional Class A Membership Interests issued upon the exercise of an Alternative Call Option or Incremental Equity Call Option pursuant to Section 3.5 the number of authorized Class A Membership Interests shall automatically be increased by that number of additional Class A Membership Interests necessary to effect any such exercises. A Membership Interest shall for all purposes be personal property. For purposes of this Agreement, Membership Interests held by the Company or any of its Subsidiaries shall be deemed not to be outstanding. The Company may issue fractional Membership Interests pursuant to the terms of this Agreement, and all Membership Interests shall be rounded to the fourth decimal place.
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Membership Interests; Initial Capitalization; Initial Capital Accounts. (a) The Company shall initially have three authorized classes of Membership Interests, consisting of (i) 100,000 Class A Membership Interests, (ii) 2,000 Class D Membership Interests, which Class D Membership Interests shall be “profits interests” and not “capital interests” as such terms are defined in Revenue Procedure 93-27, 1993-2 C.B. 343, which may be issued in one or more series and which shall be issued in the same amount and same series as the FxxXx Management Units issued by FxxXx Management Company and (iii) 20 Residual Value Interests, which shall have the rights and preferences set forth in this Agreement. The Company shall initially issue a single series of Class D Membership Interests consisting of up to 2,000 Class D series D-l Membership Interests (the “Class D-l Membership Interests”). A Membership Interest shall for all purposes be personal property. For purposes of this Agreement, Membership Interests held by the Company or any of its Subsidiaries shall be deemed not to be outstanding. The Company may issue fractional Membership Interests pursuant to the terms of this Agreement, and all Membership Interests shall be rounded to the fourth decimal place.
Sample 1
Membership Interests; Initial Capitalization; Initial Capital Accounts. (a) The LLP shall have three authorized classes of Membership Interests, consisting of 354,500 Class B Membership Interests, 15 Class D Membership Interests and 24,000 Class E-1 Membership Interests. A Membership Interest shall for all purposes be personal property. For purposes of this Agreement, Membership Interests held by the LLP or any of its Subsidiaries shall be deemed not to be outstanding. The LLP may issue fractional Membership Interests pursuant to the terms of this Agreement, and all Membership Interests shall be rounded to the fourth decimal place.
Sample 1Sample 2
Membership Interests; Initial Capitalization; Initial Capital Accounts. (a) The Company shall initially have four authorized classes of Membership Interests, consisting of 51,000 Class A Membership Interests and 49,000 Class B Membership Interests, which shall have equal rights and preferences in the assets of the Company, 5,820 Class C Membership Interests, which shall be “profits interests” and not “capital interests” as such terms are defined in Revenue Procedure 93-27, 1993-2 C.B. 343, which may be issued in one or more series and which shall be issued in the same amount and same series as the Management Units issued by Management Company, and 2,110,000 Preferred Membership Interests. The Company shall initially issue a single series of Class C Membership Interests consisting of 3,703 Class C series C-1 Membership Interests (the “Class C-1 Membership Interests”). A Membership Interest shall for all purposes be personal property. For purposes of this Agreement, Membership Interests held by the Company or any of its Subsidiaries shall be deemed not to be outstanding. The Company may issue fractional Membership Interests pursuant to the terms of this Agreement, and all Membership Interests shall be rounded to the fourth decimal place.
Sample 1Sample 2
Membership Interests; Initial Capitalization; Initial Capital Accounts. (a) Prior to the Fifth Amended Agreement Effective Date, the LLP had three authorized classes of Membership Interests, including 354,500 Class B Membership Interests, 15 Class D Membership Interests and 24,000 Class E-1 Membership Interests. Immediately upon the Fifth Amended Agreement Effective Date, all Class D Membership Interests are cancelled, and each Class E-1 Membership Interest is automatically converted into a Class B Membership Interest. Following such effective date, the LLP shall have one authorized class of Membership Interests, consisting of 378,500 Class B Membership Interests. A Membership Interest shall for all purposes be personal property. For purposes of this Agreement, Membership Interests held by the LLP or any of its Subsidiaries shall be deemed not to be outstanding. The LLP may issue fractional Membership Interests pursuant to the terms of this Agreement, and all Membership Interests shall be rounded to the fourth decimal place.
Sample 1
Membership Interests; Initial Capitalization; Initial Capital Accounts. (a) The Company shall initially have three authorized classes of Membership Interests, consisting of (i) 100,000 Class A Membership Interests, (ii) 2,000 Class D Membership Interests, which Class D Membership Interests shall be “profits interests” and not “capital interests” as such terms are defined in Revenue Procedure 93-27, 1993-2 C.B. 343, which may be issued in one or more series and which shall be issued in the same amount and same series as the XxxXx Management Units issued by XxxXx Management Company and (iii) 20 Residual Value Interests, which shall have the rights and preferences set forth in this Agreement. The Company shall initially issue a single series of Class D Membership Interests consisting of up to 2,000 Class D series D-l Membership Interests (the “Class D-l Membership Interests”). A Membership Interest shall for all purposes be personal property. For purposes of this Agreement, Membership Interests held by the Company or any of its Subsidiaries shall be deemed not to be outstanding. The Company may issue fractional Membership Interests pursuant to the terms of this Agreement, and all Membership Interests shall be rounded to the fourth decimal place. (b) Without limiting the generality of Section 3.1 (a) above, from time to time after the Effective Date, and notwithstanding anything to the contrary in this Agreement, (i) in the event that any of the XxxXx Management Units issued by XxxXx Management Company
Sample 1

Related to Membership Interests; Initial Capitalization; Initial Capital Accounts

  • Capital Contributions Capital Accounts The capital contribution of the Sole Member is set forth on Annex A attached hereto. Except as required by applicable law, the Sole Member shall not at any time be required to make additional contributions of capital to the Company. The capital accounts of the members shall be adjusted for distributions and allocations made in accordance with Section 8.

  • Initial Capital Contributions (a) The Partners have made, on or prior to the date hereof, Capital Contributions and, in exchange, the Partnership has issued to the Partners the number of Class A Units as specified in the books and records of the Partnership.

  • Initial Capital Contribution The initial Capital Contribution of the Original Member as of the date of this Agreement will be $ .

  • Book Capital Accounts The Book Capital Account balance of each Holder shall be adjusted each day by the following amounts:

  • Capital Contributions and Capital Accounts (a) The value of the interests contributed by the Class A Certificateholders and the Class I Certificateholders shall equal the amount paid by such Certificateholders for such interests, respectively, and such amounts shall constitute the opening balance in their Capital Accounts (as hereinafter defined). The value of the interests contributed by the Class IC Certificateholder shall equal the fair market value of the Receivables contributed to the Tax Partnership less the value attributed to the Class A Certificateholders and the Class I Certificateholders, as described above. Such amount shall constitute the opening balance in the Class IC Certificateholder's Capital Account.

  • Negative Capital Accounts No Member shall be required to pay to any other Member or the Company any deficit or negative balance which may exist from time to time in such Member’s Capital Account (including upon and after dissolution of the Company).

  • Percentage Interests If the number of outstanding Partnership Units increases or decreases during a taxable year, each Partner’s Percentage Interest shall be adjusted by the General Partner effective as of the effective date of each such increase or decrease to a percentage equal to the number of Partnership Units held by such Partner divided by the aggregate number of Partnership Units outstanding after giving effect to such increase or decrease. If the Partners’ Percentage Interests are adjusted pursuant to this Section 4.6, the Profits and Losses for the taxable year in which the adjustment occurs shall be allocated between the part of the year ending on the day when the adjustment occurs and the part of the year beginning on the following day either (i) as if the taxable year had ended on the date of the adjustment or (ii) based on the number of days in each part. The General Partner, in its sole and absolute discretion, shall determine which method shall be used to allocate Profits and Losses for the taxable year in which the adjustment occurs. The allocation of Profits and Losses for the earlier part of the year shall be based on the Percentage Interests before adjustment, and the allocation of Profits and Losses for the later part shall be based on the adjusted Percentage Interests.

  • CAPITAL CONTRIBUTIONS AND ISSUANCE OF PARTNERSHIP INTERESTS Section 5.1 Organizational Contributions 40 Section 5.2 Contributions by the General Partner 40 Section 5.3 Contributions by Initial Limited Partners 40 Section 5.4 Interest and Withdrawal 40 Section 5.5 Capital Accounts 41 Section 5.6 Issuances of Additional Partnership Interests and Derivative Instruments 44 Section 5.7 Conversion of Subordinated Units 45 Section 5.8 Limited Preemptive Right 45 Section 5.9 Splits and Combinations 45 Section 5.10 Fully Paid and Non-Assessable Nature of Limited Partner Interests 46 Section 5.11 Issuance of Common Units in Connection with Reset of Incentive Distribution Rights 46 ARTICLE VI

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