Examples of Company Membership Units in a sentence
Without limiting any other provisions thereof referenced in this Agreement, the Organizational Documents of the Surviving Pubco shall provide for formula voting such that each holder of a Surviving Pubco Class V Share shall be entitled to a number of votes equal to the number of Surviving Company Membership Units held by such holder.
Parent shall use its reasonable best efforts to cause the Surviving Pubco Class A Shares (including the Surviving Pubco Class A Shares to be issued in connection with the Domestication and the Surviving Pubco Class A Shares issuable upon exchange of Surviving Company Membership Units in accordance with the Exchange Agreement) to be approved for listing on Nasdaq as of the Closing.
At the Effective Time, the limited liability company interest transfer books of the Company shall be closed and there shall be no further registration of transfers of Company Membership Units thereafter on the records of the Company.
From and after the Effective Time, the holders of Company Membership Units outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Company Membership Units, except as otherwise provided in this Agreement or by Law.
The Company shall have delivered to DFB Healthcare a certificate, dated the Closing Date, signed by the Secretary of the Company certifying as to the resolutions of the Company Board and the members of the Company holding all the outstanding Company Membership Units entitled to vote authorizing and approving this Agreement, the Merger and the other transactions contemplated by this Agreement.
All of the issued and outstanding Company Membership Units have been duly authorized and validly issued, and are fully paid and nonassessable.
The limited liability company interests of the Company shall consist of Company Membership Units “Membership Interests.” Initially, the Membership Interest of each Member shall be equal to a percentage equal to the Capital Contribution of such Member divided by the aggregate Capital Contributions of all of the Members.
All of the issued and outstanding Company Membership Units of the Company are, and all such Company Membership Units which may be issued will be, duly authorized and validly issued and are fully paid, nonassessable and not subject to preemptive rights.
From and after the Effective Time, the shares of Parent Company Common Stock issued and paid as merger consideration to holders of Company Membership Units in accordance with this Agreement shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to the Company Membership Units, and the holders of such Company Membership Units shall have no further rights with respect to such interests except as provided herein or by applicable law.
Immediately after the Exchange, Parent will contribute indirectly through Bluebottle USA Investments L.P. and Bluebottle USA Holdings L.P. all of the Company Membership Units received in consideration for the Exchange Stock to Virgin Opco in exchange for common partnership units of Virgin Opco such that after the Exchange Virgin Opco will hold one hundred percent (100%) of the Company Membership Units.