Membership Units. The Company is initially organized with One (1) class of Membership Interests, designated in Units, which Units are initially the only class of equity in the Company. The Units shall have no par value and shall be of a single class with identical rights. The Company shall have a first lien on the Units of any Member for any debt or liability owed by such Member to the Company. Additional and different classes of Membership Interests represented by different Units may be created and issued to new or existing Members on such terms and conditions as the Governors may determine. Such additional and different classes may have different rights, powers and preferences (including, without limitation, voting rights and distribution preferences), which may be superior to those of existing Members. Members shall have no preemptive rights to acquire additional or newly created Units.
Membership Units. The Members shall have no rights or powers in respect of the Company (including, without limitation, any rights in respect of allocations of profit and loss or distributions) other than the rights conferred by this Agreement represented by issued and outstanding units of membership interest (the "Membership Units"), which shall be deemed to be personal property giving only the rights provided in this Agreement and which shall consist of one class ("Common Units"), which shall have rights and privileges, including voting rights as expressly set forth in this Agreement. Every Member by virtue of having become a Member shall be held to have expressly assented and agreed to the terms hereof and to have become a party hereto. Ownership of a Membership Unit shall not entitle a Member to any title in or to the whole or any part of the property of the Company or right to call for a partition or division of the same or for an accounting. The Initial Members of the Company, their addresses, and the respective classes and denominations of Membership Units held by them shall be as set forth on Schedule A hereto, and said schedule shall be amended from time to time by the Members or the Majority Member, as applicable, in accordance with the terms hereof to reflect the withdrawal of Members or the admission of additional Members pursuant to this Agreement. The Company hereby authorizes for issuance 200 Common Units. As of the date hereof, the Company shall have issued 200 Common Units to the Initial Members, as set forth on Schedule A hereto. Except for the Common Units issued on the date hereof, none of the Common Units may be issued by the Company without the prior written consent of a majority in interest of the Members.
Membership Units. The authorized capital of the Company shall consist solely of Units, having the rights, powers and preferences herein described:
Membership Units. Each Member shall receive the number of Membership Units set forth opposite such Member's name on Schedule I attached hereto, the number of Membership Units being received by each Member at the Effective Date being proportionate to such Member's respective ownership of the capital stock in the Corporation immediately prior to the Effective Date.
Membership Units. All Membership Units shall have identical rights in all respects as all other Membership Units except as otherwise specified in this Agreement. Each Member hereby agrees that its interest in the Company and in its Membership Units shall for all purposes be personal property. A Member shall have no interest in specific Company property.
Membership Units. The interest of each Member in the capital and profits of the Company will be in the form of Membership Units. Each Unit shall represent a contribution to the capital of the Company in an amount equal to the price paid per Unit. The Fund will sell Membership Units at a “Unit Price” that shall fluctuate quarterly based on the total collective Stated Value of the Fund Assets. The initial Unit Price will be $1,000. Investors who wish to purchase Units must complete and sign the Subscription Agreement, a signature page to the Operating Agreement, an Investor Suitability Questionnaire, and other such documentation as is deemed appropriate by the Manager, and send them together with a check or wire for the purchase price of the Units to the Manager. Upon receipt of appropriate executed documents, the Fund will immediately deposit Investor funds into its holding account (the “Subscription Account”), the date of which shall be the “Deposit Date.” Investors may execute the Unit Subscription documents at any time throughout a calendar quarter. However, an investment in the Units only become effective as an equity investment upon the Company’s transfer of an Investor’s funds into its operating account (the “Operating Account”) and as of the first day of the calendar quarter (the “Effective Date”) immediately following the Deposit Date. Investor funds held in the Subscription Account shall pay no interest to the Investor. The Company may utilize a new Investor’s funds for its operations between the Deposit Date and the Effective Date by transferring all or a portion of such funds as determined by the Manager (the date of which shall be the “Transfer Date”) from the Subscription Account to the Operating Account. Any such amounts transferred shall be treated as a loan to the Fund for which the Investor shall receive interest at 8% (annualized) during the period between the Transfer Date and the Effective Date. The Fund will pay the accrued interest (running from the Transfer Date of any funds to the Effective Date) on any funds transferred from the Subscription Account to the Operating Account in the form of a check to the Investor to be prepared and mailed on or shortly after the Effective Date. An Investor’s obligation to purchase Units with their full deposited amount shall be irrevocable during the time between the Deposit Date and the first day of the subsequent calendar quarter. As soon after the Effective Date as is practicable (typically on or around the 15th of...
Membership Units. The Company shall be authorized to issue one hundred (100) membership units ("Membership Units"), all of which shall be issued to the Member. Membership Units shall for all purposes be personal property.
Membership Units. Ownership rights in the Company are reflected in Membership Units, as recorded in the Required Records.
Membership Units. A Member’s Membership Interest in the Company shall be designated in Units. There shall be two classes of Units in the Company: Class A Units and Class B Units. The Class A Units and Class B Units shall have no par value and shall have identical rights, obligations and privileges, except as otherwise provided in this Agreement. The Company shall have a first lien on the Units of any Member for any debt or liability owed by such Member to the Company. Additional and different classes of Membership Interests represented by different Units may be created and issued to new or existing Members on such terms and conditions as the Directors may determine. Such additional and different classes may have different rights, powers and preferences (including, without limitation, voting rights and distribution preferences), which may be superior to those of existing Members. Except as otherwise provided in Article XI of this Agreement, Members shall have no preemptive rights to acquire additional or newly created Units.
Membership Units. The Company is authorized to issue a total of 100,000 Membership Units consisting of two classes, including 1,000 Class A Membership Units (the “Class A Units”) and 99,000 Class B Membership Units (the “Class B Units”, together with the Class A Units collectively referred to as the “Membership Units”). The rights, duties, and obligations of the Members of the Company shall be governed by the terms and conditions of this Agreement and shall be represented by Membership Units.
