Unit Ownership. The Units purchased by a Participant on the Purchase Date shall, for all purposes, be deemed to have been issued or sold at the close of business on the Purchase Date. Prior to that time, none of the rights or privileges of a unitholder of HCLP shall inure to the Participant with respect to such Units.
Unit Ownership. Except as otherwise expressly provided in this Agreement, the Managing Member shall have the right to authorize and cause the Company to issue on such terms (including price) as may be determined by the Managing Member (i) subject to the limitations of Section 3,1, additional Units or other Equity Securities in the Company (including creating preferred interests or other classes or series of interests having such rights, preferences and privileges as determined by the Managing Member, which rights, preferences and privileges may be senior to the Units), and (ii) obligations, evidences of indebtedness or other securities or interests convertible or exchangeable for Units or other Equity Securities in the Company; provided that, at any time following the date hereof, in each case the Company shall not issue Equity Securities in the Company to any Person unless such Person shall have executed a counterpart to this Agreement and all other documents, agreements or instruments deemed necessary or desirable in the discretion of the Managing Member. Upon such issuance and execution, such Person shall be admitted as a Member of the Company. In that event, the Managing Member shall amend Exhibit A to reflect such additional issuances. Subject to the proviso to Section 11,2, the Managing Member is hereby authorized to amend this Agreement to set forth the designations, preferences, rights, powers and duties of such additional Units or other Equity Securities in the Company, or such other amendments that the Managing Member determines to be otherwise necessary or appropriate in connection with the creation, authorization or issuance of, any class or series of Units or other Equity Securities in the Company pursuant to this Section 3,4; provided that, subject to the proviso to Section 11,2, the Managing Member shall have the right to amend this Agreement as set forth in this sentence without the approval of any other Person (including any Member) and notwithstanding any other provision of this Agreement (except Section 11,2) if such amendment is necessary in order to consummate any offering of shares of Parent Common Stock or other Equity Securities of Parent provided that the designations, preferences, rights, powers and duties of any such additional Units or other Equity Securities of the Company as set forth in such amendment are substantially similar to those applicable to such shares of Parent Common Stock or other Equity Securities of Parent.
Unit Ownership. None of the Purchasers or its Affiliates beneficially owns any Units or securities convertible or exchangeable for Units.
Unit Ownership. 4 2.5 Litigation......................................................................................4 2.6 Representations Regarding the Company and the Subsidiary........................................4 2.7 Initial Transfer Amount.........................................................................4
Unit Ownership. Each Seller owns, of record and beneficially, the Units listed opposite such Seller's name on Schedule 2.2, free and clear of all Encumbrances other than Permitted Encumbrances. Each Seller is the lawful owner of, and has the unrestricted power to vote, sell and transfer, as applicable, the Units to be sold by such Seller pursuant to this Agreement (subject in each case to the terms and provisions of the Company's Organizational Documents and the Pledge and Security Agreement). Neither Seller has transferred any interest in or otherwise sold, transferred or disposed of, or promised or attempted to sell, transfer or dispose of, the Units to any Person (subject to the Pledge and Security Agreement). At the Closing, upon the payment or delivery to each Seller of the consideration payable or deliverable to each Seller pursuant to Section 1.1, the Buyer will obtain good and valid title to the Units held by each Seller, free and clear of all Encumbrances other than Permitted Encumbrances.
Unit Ownership. Each Member shall be credited with the Capital Contributions set forth on the books of the LLC. The amounts of Capital Contributions shall be appropriately amended to reflect changes in such amounts as a result of any additional Capital Contributions by Members pursuant to Section 4.2 hereof, any withdrawals or reduction in Capital Contributions, any changes in the ownership of the Units of the LLC, or any Assignments of Units. EXHIBIT A shall set forth the Unit ownership, addresses and Capital Accounts of each Member and such exhibit shall be amended from time to time to reflect any changes to the information contained therein.
Unit Ownership. Landlord warrants and represents that, as of the date hereof, other than the New York City Industrial Development Agency, which owns certain Condominium units in the Building and leases such units to Landlord pursuant to the Xxxxxxxxx Agreement (as such term is defined in the Declaration), Landlord owns all of the Condominium units in the Building (including the Premises Unit) and Landlord (or an affiliate of Landlord) controls the Board of Managers.
Unit Ownership. Seller owns, beneficially and of record, all of the Units, free and clear of all Encumbrances, other than restrictions imposed by federal and applicable state securities laws which do not constitute an impediment to the transfer described in this Agreement. Seller has not granted or sold, and Seller is not a party to any agreement, commitment or understanding, written or oral, that provides for the grant or sale of, options or rights to purchase or restrictions on the transfer of, and Seller is not obligated to sell or otherwise transfer, any of the Purchased Units to any person or entity except to Buyers.
Unit Ownership. Seller owns of record and beneficially the number of Units set forth next to Seller's name on the Signature Page hereto, free and clear of any Encumbrance or restriction on transfer (other than any restriction under any securities Law). Seller is not a party to any option, warrant, purchase right, right of first refusal, call, put or other Contract (other than this Agreement) that could require Seller to sell, transfer or otherwise dispose of any Units. At the Closing, Seller will have duly transferred to the Buyer all of Seller's Units, free and clear of any Encumbrance, and such Units constitute 100% of the issued and outstanding units of the Company.
Unit Ownership. Upon any transfer with respect to a Unit, the purchaser, transferee or assignee thereunder shall automatically become the Unit Owner with respect to such Unit and shall remain such (and shall be bound by the provisions of this Declaration and of the By-Laws) until such time as it ceases to own such leasehold interest for any reason.
