Units Members Sample Clauses
The "UNITS; MEMBERS" clause defines the structure and ownership of a company by specifying the types and allocation of ownership units and identifying the members who hold them. Typically, this clause outlines how units are issued, transferred, or redeemed, and may detail the rights and obligations associated with membership, such as voting power or profit sharing. Its core function is to establish clear rules for ownership and membership, thereby preventing disputes and ensuring all parties understand their interests and roles within the company.
Units Members. (a) The equity ownership interests in the Fund shall be represented by Units. It is not contemplated that certificates will be issued for the Units; provided, however, that the Board of Managers, in its discretion, may authorize the issuance of Unit certificates and promulgate appropriate fees therefore and rules and regulations as to their use. The Units, or each Class (if there be any Classes), shall have such designations, rights (including voting rights), powers, and preferences, and the qualifications, limitations or restrictions thereof, duties, liabilities, and obligations, as are set forth in or pursuant to this Agreement.
(b) The Units shall be divided into such transferable Units of as many separate and distinct Classes of Units as the Board of Managers, in their sole discretion and without Member approval, from time to time create and establish. The Board of Managers shall have full power and authority, in their sole discretion, and without obtaining any prior authorization or vote of the Members of any Class of the Fund, to create, establish and designate, and to change in any manner, any initial Class or additional Classes, and to fix such preferences, voting powers, rights and privileges of such Classes as the Board of Managers may from time to time determine, to divide or combine the Units or any Classes into a greater or lesser number, to classify or reclassify any unissued Units or any Units previously issued and reacquired of any Units into one or more Units that may be established and designated from time to time, and to take such other action with respect to the Units as the Board of Managers may deem desirable. Unless another time is specified by the Board of Managers, the establishment and designation of any Units shall be effective upon the adoption of a resolution by the Board of Managers setting forth such establishment and designation and the preferences, powers, rights and privileges of the Units of such Class, whether directly in such resolution or by reference to, or approval of, another document that sets forth such relative rights and preferences of such Class including, without limitation, the Private Placement Memorandum of the Fund, or as otherwise provided in such resolution.
(c) The Fund is hereby authorized to create, authorize and issue an unlimited number of Units. The Board of Managers may issue Units of each Class to any Person at the net asset value of such Class of Units as calculated in accordance with the valuat...
Units Members. Subject to Section 13.01 and Section 13.02, the Manager shall have the authority to issue, on behalf of the Company and subject to the remainder of this Section 3.02, an unlimited number of Units. The identity of all of the Members as of the Effective Date and their respective Commitment Amounts, Commitment Ratios and Remaining Commitment Amounts, the number and issue date of the Units held by each Member, and the Sharing Percentage of each Member are reflected on Exhibit A, which shall be amended as necessary by the Manager to reflect any changes in such information. Units may be issued, and the Persons to whom such Units are issued, if not already Members, may be admitted as additional Members only after, in each case (i) the approval of the Manager and (ii) such Person executes an Adoption Agreement and any other agreements and instruments in such form and substance as the Manager may deem necessary or desirable to effect such admission. The Company shall amend Exhibit A from time to time solely with the approval of the Manager so that it reflects a true and complete list of the Members, their respective Commitment Amounts, Commitment Ratios and Remaining Commitment Amounts, the number and issue date of the Units held by each Member and the Sharing Percentage of each Member.
Units Members. 13
5.1 Classes of Members 13 5.2 Admission of Additional Members 13 5.3 Withdrawals or Resignations 13 5.4 Payments to Members 14
5.5 Intentionally Deleted 14 5.6 Loans and Other Transactions with the Company 14 5.7 Meetings of Members 14 5.8 Business Activities of Members; Confidentiality 15 5.9 Members Are Not Agents 17
Units Members. (a) Each Member’s ownership interest in the Company shall be represented by Units, which may be divided into one or more types, classes or series, or subseries of any type, class or series, with each type, class or series, or subseries thereof, having the rights and privileges, set forth in this Agreement. At the Restatement Date, the Units will be comprised of Class A Common Units and Class B Common Units.
(b) Subject to Article IV, the Manager may cause the Company to authorize and issue from time to time additional Class A Common Units and create, authorize and issue such other Units or other Equity Securities of any type, class or series, in each case, having the designations, preferences and/or special rights as may be determined by the Manager. Such Units or other Equity Securities may be issued pursuant to such agreements as the Manager shall approve in its discretion.
(c) The Company shall maintain a schedule setting forth the name and address of each Member and the number and type, class or series of Units or other Equity Securities held by each Member (such schedule, the “Member Schedule”). The applicable Member Schedule in effect as of the Restatement Date, after giving effect to the Recapitalization, the Blocker Merger and the other transactions described in Section 3.02, is set forth as Schedule 2 to hereto (provided, for the avoidance of doubt, that the number of Class A Common Units set forth on Schedule 2 shall include the Class A Common Units issued to PubCo pursuant to the IPO Common Unit Subscription Agreement and is net of any Class A Common Units purchased by PubCo from the Pre-IPO Members). The Member Schedule shall be maintained by the Manager on behalf of the Company in accordance with this Agreement. When any Units or other Equity Securities of the Company are issued, repurchased, redeemed or Transferred in accordance with this Agreement, the Member Schedule shall be amended by the Manager to reflect such issuance, repurchase, redemption or Transfer, and the admission of Additional Members or Substitute Members. Following the date hereof, no Person shall be admitted as a Member and no additional Units shall be issued except as expressly provided herein.
(d) Unless the Manager otherwise directs, Units will not be represented by certificates. If the Manager determines that one or more Units shall be certificated, each such certificate shall be signed by or in the name of the Company, by the Chief Executive Officer, Chief Financial Of...
Units Members