New Membership Interests Sample Clauses

New Membership Interests. Upon the closing of the Transaction, the Company shall issue a New Membership Interest to NGA in the amount of 14.47% of all Membership Interests in the Company after giving effect to the issuance of the New Membership Interests. Except as otherwise provided in this Section 9.4 and 9.5, the holder of the New Membership Interest shall have all rights, obligations, limitations and restrictions as all other Members and holders of Membership Interests. The Majority XXX Xxxxxx(s) shall be entitled to designate one (1) of the five (5) Managers serving on the Board of Managers of the Company. The initial designated representative of NGA to serve on the Board of Managers of the Company is Xxxxxx Xxxx (Xxxx). Except as otherwise provided herein, Xxxx shall continue to serve as the designated representative of NGA, unless replaced by NGA, so long as NGA or an Affiliate of NGA remains a Member of the Company. In the event of the death or disability of Xxxx or the termination or resignation of Xxxx as a representative of NGA, NGA shall designate a replacement representative to Xxxx which designation shall be subject to the Company’s consent which shall not be unreasonably withheld or delayed. If, for any reason, the designated representative of NGA is determined by any applicable gaming authority, including without limitation the Nevada Gaming Authorities, not to be suitable or qualified to be a Manager of the Company, NGA will be entitled to nominate a replacement Manager.
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New Membership Interests. (a) Upon the issuance of any new Units in BOX Holdings, the valid Transfer of all or any portion of a Member’s Units, or any reallocation, cancellation or redemption of Units, including pursuant to the Members Agreement, the Board or any Officer shall amend the Membership Record to reflect such event.
Sample 1
New Membership Interests. Upon the issuance of any new Units in the Exchange or the valid Transfer of all or any portion of a Member’s Units, the Board shall amend this Agreement and Schedule A hereto as may be necessary to reflect the admission of new Members or issuance of new Units.
Sample 1
New Membership Interests. The Company may not issue any additional Class One or Class Two Membership Interests without the approval of, if the BE Condition is met, a Super-Majority Vote of the Members and, if the BE Condition is not met, a Majority Vote of the Members.
Sample 1

Related to New Membership Interests

  • Membership Interests The Sole Member currently owns one hundred percent (100%) of the percentage interests in the Company.

  • Shares; Membership Interests (a) The total of the membership interests in the Company shall be divided into (i) Class A Ordinary Shares having the rights and preferences as set forth herein (the “Class A Ordinary Shares”), (ii) Class A Preferred Shares having the rights and preferences as set forth herein (the “Class A Preferred Shares” and, together with the Class A Ordinary Shares, the “Class A Shares”), (iii) Class B Ordinary Shares having the rights and preferences as set forth herein (the “Class B Ordinary Shares”), and (iv) Class C Ordinary Share having the rights and preferences as set forth herein (the “Class C Ordinary Share” and, together with the Class A Ordinary Shares, the Class A Preferred Shares and the Class B Ordinary Shares, the “Shares” and each a “Share”). Class A Ordinary Shares, Class A Preferred Shares and Class B Ordinary Shares shall have the same rights, powers and duties, except as otherwise set forth in this Agreement. The number of Class A Ordinary Shares shall be limited to the maximum number of Class A Ordinary shares offered in the Offering, plus (i) the number of Class A Ordinary Shares which may be issued upon conversion of the Class A Preferred Shares, plus (ii) the number of Class A Ordinary Shares which may be issued upon conversion of the Class B Ordinary Shares. The number of Class A Preferred Shares shall be limited to the number of Class A Preferred Shares which may be issued pursuant to the Management Services Agreement. The number of Class B Ordinary Shares shall be limited to up to 1,000. The number of Class C Ordinary Shares shall be limited to one. Class A Preferred Shares issued pursuant to the Management Services Agreement (“ASA Shares”) may be subject to vesting provisions as set forth in the Management Services Agreement. The Shares of the Members shall be as set forth on Exhibit A attached hereto, which may be updated as set forth herein. For the avoidance of doubt, in the event that all of the Class A Ordinary Shares are not sold pursuant to the Offering, the Board shall, upon the final closing of the Offering, issue a number of Class A Ordinary Shares to the Initial Member equal to the aggregate number of Class A Ordinary Shares that remain unsold in the Offering, as repayment in full of any and all obligations owing to the Initial Member in respect of advances made to acquire the Artwork and true-up fees payable to the Initial Member. The name and mailing address of each Member or such Member’s representative shall be listed on the books and records of the Company maintained for such purpose by the Company or the Transfer Agent.

  • Membership Interest The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.

  • Transfer of Membership Interests (a) The Member may transfer its Membership Interest, in whole but not in part, but the transferee shall not be admitted as a Member except in accordance with Section 6.07. Until the transferee is admitted as a Member, the Member shall continue to be the sole member of the Company (subject to Section 1.02) and to be entitled to exercise any rights or powers of a Member of the Company with respect to the Membership Interest transferred.

  • Ownership of Membership Interests The Member shall own all of the membership interests in the Company and the Member shall have a 100% distributive share of the Company’s profits, losses and cash flow.

  • Transfer of Partnership Interests The foregoing power of attorney shall survive the delivery of an instrument of transfer by any Partner of the whole or any portion of or interest in its Partnership Interest, except that (i) where a Partner becomes a Former Partner, or (ii) where a Transferee of such Partnership Interest has been approved as a successor Partner and the Transferor shall thereupon cease being a Partner (all in accordance with this Agreement), then the power of attorney of the Former Partner or the Transferor Partner, as the case may be, shall survive the cessation of Partner status or the delivery of such instrument of transfer, as the case may be, for the sole purpose of enabling the attorneys-in-fact for such Former Partner or the Transferor Partner (or any of them) to execute, swear to, acknowledge and file any and all instruments necessary to effectuate or reflect such cessation, transfer and succession.

  • Purchase and Sale of Membership Interests Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Sellers shall sell to Purchaser, and Purchaser shall purchase and accept from Sellers, the Membership Interests, free and clear of all Liens (other than restrictions arising under applicable securities Laws or Gaming Laws).

  • Additional Partnership Interests If the Partnership issues Partnership Interests in accordance with Section 4.2 or 4.3, the distribution priorities set forth in Section 5.1 shall be amended, as necessary, to reflect the distribution priority of such Partnership Interests and corresponding amendments shall be made to the provisions of Exhibit B.

  • Transfers of Membership Interests 8.1. A Member may withdraw from the Company at any time by giving Notice of withdrawal to the Manager at least 180 calendar days before the effective date of withdrawal. Withdrawal will not release a Member from any obligations and liabilities under this Agreement accrued or incurred before the effective date of withdrawal. A withdrawing Member will divest the Member’s entire Membership Interest before the effective date of withdrawal in accordance with and subject to the provisions of this Article VIII.

  • Partnership Interests Except as may otherwise be provided herein, each Partner’s percentage interest in the assets, profits, and distributions of the Partnership (“Partnership Interest”) shall be as set forth in Exhibit B attached hereto and incorporated herein by reference.

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