Schedule of Units; Schedule of Members Sample Clauses
The "Schedule of Units; Schedule of Members" clause defines and documents the ownership structure of a company by listing each member and the number of units or shares they hold. Typically, this clause refers to attached schedules or exhibits that detail the names of all members and their respective ownership percentages or units, ensuring that the company's equity distribution is clearly recorded. Its core practical function is to provide an authoritative reference for ownership interests, which helps prevent disputes and ensures transparency among members regarding their stakes in the company.
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Schedule of Units; Schedule of Members. The aggregate number of outstanding Units and the aggregate amount of cash Capital Contributions that have been made by the Members and the Fair Market Value of any property other than cash contributed by the Members with respect to the Units (including, if applicable, a description and the amount of any liability assumed by the Company or to which Contributed Property is subject) shall be set forth on a schedule maintained by the Company. The Company shall also maintain a schedule setting forth the name and address of each Member, the number of Units owned by such Member and the aggregate Capital Contributions that have been made by such Member with respect to such Member’s Units (such schedule, the “Schedule of Members”). The Schedule of Members shall be the definitive record of ownership of each Unit or other Equity Security in the Company and all relevant information with respect to each Member. The Company shall be entitled to recognize the exclusive right of a Person registered on its records as the owner of Units or other Equity Securities in the Company for all purposes and shall not be bound to recognize any equitable or other claim to or interest in Units or other Equity Securities in the Company on the part of any other Person, whether or not it shall have express or other notice thereof, except as otherwise provided by the Act.
Schedule of Units; Schedule of Members. The aggregate number of Units of each class and the aggregate amount of cash Capital Contributions that have been made by the Members and the Fair Market Value of any property other than cash contributed by the Members with respect to the Units (including, if applicable, a description and the amount of any liability assumed by the Company or to which contributed property is subject) shall be set forth on Schedule A attached hereto. The Fair Market Value of any property contributed by any Management Member with respect to any Units issued on the Initial Issuance Date shall be equal to the amounts set forth in such Management Member’s Contribution Agreement as the consideration for the issuance of the relevant Units. The name and address of each Member shall be set forth on Schedule B attached hereto. Schedules A and B shall remain strictly confidential and shall only be disclosed by the Company to Vestar and the CEO.
Schedule of Units; Schedule of Members. The Company shall maintain and keep at its principal location (i) a “Schedule of Units” on which it shall set forth the aggregate number of Units of each class and the aggregate amount of cash Capital Contributions that have been made by each Member and the Fair Market Value of any property other than cash contributed by each Member with respect to the Units (including, if applicable, a description and the amount of any liability assumed by the Company or to which contributed property is subject), and (ii) a register of Membership interests (the “Schedule of Members”) in which the Board may record such particulars relating to each Member (and previous Member) as it may deem appropriate on which it shall set forth the names and address of each Member, the date upon which such Person became a Member and (if applicable), the date upon which such Person ceased to be a Member. The Company shall also maintain a schedule setting forth the name and address of each Member, the number of Units of each class owned by such Member and the amount and date of the Capital Contributions that have been made by such Member with respect to such Member’s Units and the amount and date of any repayment representing a return of the whole or any part of the contribution of any Member (the “Contribution Schedule”). A Member shall automatically cease to be a Member upon Transfer of all of such Member’s Units in accordance with this Agreement and the transferee shall not become a Member until admitted in accordance with the terms of this Agreement.
Schedule of Units; Schedule of Members. The aggregate number of outstanding Units and the aggregate amount of cash Capital Contributions that have been made by the Members and the Fair Market Value of any property other than cash contributed by the Members with respect to the Units (including, if applicable, a description and the amount of any liability assumed by the Company or to which contributed property is subject) shall be set forth on Schedule A attached hereto. The Company shall also maintain a schedule setting forth the name and address of each Member, the number of Units owned by such Member and the aggregate Capital Contributions that have been made by such Member with respect to such Member’s Units (such schedule, the “Schedule of Members”).
Schedule of Units; Schedule of Members. The Company shall maintain and keep at its registered office (i) a Schedule of Units on which it shall set forth the aggregate number of Units of each type, the distribution threshold (if any) in respect of such Units and the aggregate amount of cash Capital Contributions that have been made by each Member and the Fair Market Value of any property other than cash contributed by each Member with respect to the Units (including, if applicable, a description and the amount of any liability assumed by the Company or to which contributed property is subject), and (ii) a Schedule of Members on which it shall set forth the name and address of each Member and the type of Units held by each Member. An updated copy of the Schedule of Members shall be made available to any Member upon written request to the Company; provided, that certain confidential information or sensitive information may, in the reasonable and good-faith determination of the Board, be redacted from the information provided to any Member and the Schedule of Units shall only be available to any holders of Common Units.