Unit Ledger definition
Examples of Unit Ledger in a sentence
The Board shall prepare, amend, and supplement a Unit Ledger without approval of the Members that states the Unitholders and the Class and number of Units held by each Unitholder, the Capital Contribution of the Unitholder, and those Unitholders who are Members of each Class.
In connection with any such Subsequent Contribution pursuant to this Section 1(b), the Company will update the Unit Ledger to the LLC Agreement to reflect such additional Capital Contribution.
Absent manifest error, the ownership interests recorded on the Unit Ledger shall be conclusive record of the Units that have been issued and are outstanding.
Subject to Section 3.4, the total Units that the Company has authority to issue shall be determined by the Board from time to time (which determination the Board shall cause to be reflected as an amendment or supplement to the Unit Ledger) and shall initially consist of Class A Units, Class B Units and Class C Units.
Upon any change in the number or ownership of outstanding Units (whether upon an issuance of Units, a Transfer of Units, a cancellation of Units or otherwise), the Company shall amend and update the Unit Ledger.
The Participation Thresholds of each Unitholder's Class C Units shall be set forth in the Unit Ledger, and the Company shall update the Unit Ledger from time to time as necessary to reflect any adjustments to the Participation Thresholds of outstanding Class C Units required pursuant to this Section 3.5. In the event of any dispute as to the Participation Threshold of any Incentive Unit, the good faith determination of the Board shall control.
The Company shall create and maintain a ledger (the "Unit Ledger") setting forth at least: (a) the name of each Unitholder, (b) the number of Units of each class of Units held by each such Unitholder, (c) if any Units of a class held by a Unitholder have a Participation Threshold applicable to such Units, such Participation Threshold, and (d) the amount of the Capital Contribution made for each class of Units held by such Unitholder.
Upon acceptance of Capital Contributions under Section 3.3, the issuance of additional Units, or any change in Unitholders or Members, the Board shall cause the books and records of the Company and the Unit Ledger to be appropriately adjusted, including any changes to the percentages of allocations and Distributions to different Classes or Units.
Each Person that acquired Units as of October 2, 2017 pursuant to a written agreement between the Company and such Person was admitted to the Company as a Unitholder on such date and the Capital Contribution made in respect of the Units acquired as of October 2, 2017 by such Unitholder were recorded in the Unit Ledger and such Unitholder's Capital Account balance was equal to the aggregate amount of such Unitholder's Capital Contributions in respect of all of his or its Units on such date.
Upon acceptance of Capital Contributions under Section 3.3, the issuance of additional Units, or any change in Unitholders or Members, the Board shall cause the books and records of the Company and the Unit Ledger to be appropriately adjusted, and the Board shall amend this Agreement, without Member approval, to reflect the terms and conditions of the Capital Contributions and the issuance of Units, including any changes to the percentages of allocations and Distributions to different Classes or Units.