Terms of Membership Interests Sample Clauses

Terms of Membership Interests. The original Membership Interests reflected in Schedule A are ordinary membership interests of one class, without series, and shall have the rights provided by law, subject to any statement in this Agreement of the specific rights or terms of such Membership Interests.
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Terms of Membership Interests. The original Membership Interests reflected in the Section 6.2 are ordinary membership interests of one class, without series, and shall have the rights provided by the LLC Act, subject to any statements and limitations in the Articles or this Agreement of the specific rights or terms of such Membership Interests.
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Terms of Membership Interests. All Membership Interests are ordinary membership interests of one class, without series, and shall have the rights provided by law, subject to any statement in this Agreement of the specific rights or terms of such Membership Interests.
Sample 1
Terms of Membership Interests. The Company will have one class of Membership Interests as set forth below: Class A member — Class to be owned by the Founders of the Company and outside investors in the Company with such rights with respect to voting and sharing in profits of the Company as determined by the Board of Governors from time to time. All Membership Interests of the Company shall have the rights provided by law, subject to any statement in this Agreement of the specific rights or terms of such Membership Interests.
Sample 1
Terms of Membership Interests. Membership Interests in the Company are denominated "Units." The Company's Units shall have the rights provided by this Agreement, subject to any limitations in the Articles or the LLC Act. Each Member's Original Capital Contribution (as defined in Section 3.1(d)) and number and type of Units held shall be set forth in Exhibit A, as amended from time to time pursuant hereto.
Sample 1
Terms of Membership Interests. The original Membership Interest of the Member is an ordinary membership interest, which shall have the rights provided by the LLC Act, subject to any statements and limitations in the Certificate. The Member shall be entitled to vote on all Company matters, except as may be provided otherwise in this Agreement.
Sample 1
Terms of Membership Interests. The Original Capital Contribution (as defined in Section 6.1) and the Percentage Interest and Voting Interest included in the original Membership Interest of each of the Members are reflected below and are ordinary membership interests of one class, without series, and shall have the rights provided by the LLC Act, subject to any statements and limitations in the Articles or this Agreement of the specific rights or terms of such Membership Interests: ---------------------------------------------------------------------------------------------------------------- Member Original Capital Percentage Voting Contribution Interests Interests ---------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------- Metroplex $10,000 (in cash) 50%* 49%** ---------------------------------------------------------------------------------------------------------------- GCN $10,000 (the value of the Company's 50%* 51%** Option and the Cable Options, as described in the Joint Contribution Agreement) ---------------------------------------------------------------------------------------------------------------- Total $20,000 100% 100% ---------------------------------------------------------------------------------------------------------------- * Subject to certain variations set forth in Sections 7.2 and 7.3. ** Members shall be entitled to vote on all matters in proportion to their Voting Interests, except as may be provided otherwise in Article 10, elsewhere in this Agreement or pursuant to the following paragraph. A Member's right to vote is a Governance Right. With the written consent of the Appointing Members, the Board may enter into Contribution Agreements with prospective Members providing for one or more classes of Interests having either Governance Rights that are limited (as compared with the original Interests) or Financial Rights that are limited or preferred (as compared with the original Interests), or any combination of such rights. If any such new class of Interests is issued, this Agreement shall be amended to state the rights of such Interests.
Sample 1
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Terms of Membership Interests. 7 6.2 Voting.................................................................7 6.3
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Related to Terms of Membership Interests

  • 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.

  • 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.

  • 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.

  • Transfer of Membership Interest The Sole Member may Transfer any part or all of its rights and interest (including, but not limited to, its Capital Account) in the Company (each a “Membership Interest”) now owned or hereafter acquired to any Person, and the transferee of such Membership Interest shall become a Member of the Company.

  • 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.

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

  • Transfers of Limited Partnership Interests 9.1 Restrictions on Transfer of Limited Partnership Interests.

  • 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).

  • Transfers of Partnership Interests Except as the Partners may otherwise agree from time to time, a Partner may not Transfer all or any part of its Partnership Interest without the Consent of each other Partner, which Consent may be withheld in the sole discretion of each such other Partner.

  • 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.

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