Shares; Membership Interests Clause Samples
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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...
Shares; Membership Interests. (a) Shares may be recorded in book entry form or may be evidenced by certificates or electronic or cryptographic tokens or coins, or in any other form, as determined by the Manager or Transfer Agent as may be permitted by the Delaware Act. Notwithstanding anything to the contrary herein, as may be required by the Depository with respect to any specific class of Shares, Shares shall not be evidenced by physical Certificates. No Member shall have the right to require the Company to issue physical Certificates representing Shares for any reason, except as may be required by applicable law.
Shares; Membership Interests. (a) The total of the membership interests in the Company shall be divided into (i) Class A Preferred Shares having the rights and preferences as set forth herein (the “Class A Preferred Shares”) and (ii) Common Shares having the rights and preferences as set forth herein (“Common Shares” and collectively with the Class A Preferred Shares, the “Shares” and each a “Share”). The number of Class A Preferred Shares shall be limited to 10,000,000 shares and the number of Common Shares shall be limited to 1,000,000 shares, all of which have been issued to the Manager. The Shares of the Members shall be as set forth on Exhibit A attached hereto, which may be updated as set forth herein. The name and mailing address and number of Shares owned 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.
(b) Notwithstanding any provision to the contrary in this Agreement, the Manager shall have full power and authority to schedule one or more closings to issue Class A Preferred Shares and admit Members to the Company in accordance with the provisions of this Agreement. Any Person that acquires Class A Preferred Shares and is admitted as a Member of the Company after the date hereof, shall, in connection with such Member’s acquisition of such Class A Preferred Shares, upon payment therefore, as determined by Manager, shall have the same rights, preferences, and privileges as all other Members with respect to the Class A Preferred Shares then outstanding and shall participate on an equal per share basis therewith.