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”) and (ii) Class B Ordinary Shares having the rights and preferences as set forth herein (the “Class B Ordinary Shares” and, together with the Class A Ordinary Shares, the “Shares” and each a “Share”) all of which 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 pursuant to the Administrative Services Agreement, 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 B Ordinary Shares shall be limited to up to 1,000. Class A Ordinary Shares issued pursuant to the Administrative Services Agreement (“ASA Shares”) may be subject to vesting provisions as set forth in the Administrative 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 Painting 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.
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.