Creation and Issuance Sample Clauses

Creation and Issuance. The Company is only authorized to issue the LLC Interests that exist as of the date hereof, and the Company may not hereafter create or issue any limited liability company interest, provided that nothing in this sentence restricts the Disposition of any outstanding LLC Interest by any Member (which matter is governed by Article VIII). The Company’s LLC Interests shall be uncertificated. The LLC Interests shall have the relative rights, powers, duties and obligations specified in this Section 4.2. As of the Closing Date, LLC Interests are owned by the Initial Member and the Private Owner, as set forth in the Annex I (Member Schedule). Other than as set forth in this Agreement, each LLC Interest shall be identical in all respects to each other outstanding LLC Interest.
Sample 1Sample 2Sample 3See All (14)
AutoNDA by SimpleDocs
Creation and Issuance. The Company is only authorized to issue the limited liability company interests that exist as of the date hereof, and the Company may not hereafter create or issue any additional limited liability company interest; provided, that nothing in this sentence restricts the Disposition of any outstanding LLC Interest by any Member (which matter is governed by Article VIII). The Company’s LLC Interests will be uncertificated. As of the Closing Date, the limited liability company interests in the Company are owned by the Initial Member and the Private Owner, as set forth in the Member Schedule.
Sample 1Sample 2See All (4)
Creation and Issuance. The General Partner may, in its sole discretion and at any time, create one or more classes of Units designated as a “Side Pocket Class” (Units of which class are referred to as “Side Pocket Units”) and allocate and attribute to the Side Pocket Class (i) such private securities or other investments (“Side Pocket Investments”) that the General Partner determines, in its sole discretion, to be illiquid, difficult to value, subject to lock-up or non-redemption provisions, subject to other special circumstances, or which it may be prudent, necessary or desirable to segregate from other assets or investments of the Partnership, and (ii) cash in such amount as the General Partner deems appropriate to facilitate the payment of Management Fees, Performance Fees and expenses out of such Side Pocket Class. Each investor who is a Limited Partner at the time a Side Pocket Investment is acquired by the Partnership, or at the time an existing investment is designated a Side Pocket Investment by the General Partner, shall be issued Side Pocket Units of the newly created Side Pocket Class pro rata to such Limited Partner’s percentage holding of Units (other than Side Pocket Units) at that time. Subsequently admitted Limited Partners will not acquire an interest in any existing Side Pocket Investments or in any existing Side Pocket Class to which such investments are allocated and shall accordingly not participate in the gain, loss or income of the Side Pocket Units constituting any such existing Side Pocket Class. However, such subsequent Limited Partners will acquire interests in any future Side Pocket Classes created after they become investors in the Partnership. Fractional Side Pocket Units may be issued. The Partnership may, at the discretion of the General Partner, issue multiple series of Units within a Side Pocket Class in order to isolate the ownership of different Side Pocket Investments. The designation by the General Partner of a Side Pocket Investment and its allocation to a newly created Side Pocket Class may apply in respect of any type of investment whatsoever. There is no limit on the size of any Side Pocket Class or on the portion of investments of the Partnership which can be allocated to a particular Side Pocket Class or to Side Pocket Classes in aggregate. Valuation Side Pocket Investments will be carried at their fair value as determined by the General Partner (the “Side Pocket Allocation Value”). Each Side Pocket Class shall, for internal accounting...
Sample 1Sample 2
Creation and Issuance. 2.1.1 The Board shall be authorized to create and issue an unlimited number of Class B Shares from time to time.
Sample 1Sample 2
Creation and Issuance. A class of Membership Interests has been created having the relative rights, powers and duties specified in this Section 3.2 and as expressly set forth elsewhere in this Agreement. The Membership Interests have been issued to CGMSF and Credit Partners and, as of the date hereof, are held by CGMSF and Credit Partners, in consideration of their respective Initial Capital Contributions.
Sample 1Sample 2
Creation and Issuance. A class of Membership Interests has been created having the relative rights, powers and duties specified in this Section 3.2 and as expressly set forth elsewhere in this Agreement. The Membership Interests have been issued to TCG BDC and Credit Partners and, as of the date hereof, are held by TCG BDC and Credit Partners, in consideration of their respective Initial Capital Contributions.
Sample 1
Creation and Issuance. The limited liability company interests in the Company shall be divided into and consist of two (2) classes: (a) class A interests (the “Class A Interests”) divided into units (“Class A Units”), and (b) class B interests (the “Class B Interests”) divided into units (“Class B Units”). Each of the Class A Interests and Class B Interests shall have the relative rights, powers and duties specified in this Section 3.2 and as expressly set forth elsewhere in this Agreement. The Class A Interests and Class B Interests have been issued to (and as of the date hereof are held by) the HPS Member and the Capital One Member, in the applicable amounts set forth on Schedule A hereto, in consideration of their respective Capital Contributions referred to in the first sentence of Section 4.1. Each Unit shall have a par value of $1.00. Except as provided in Sections 4.2(a) and (c), no additional Interests or Units may be issued by the Company without the unanimous consent of the Anchor Members.
Sample 1
AutoNDA by SimpleDocs
Creation and Issuance. A class of Membership Interests has been created having the relative rights, powers and duties specified in this Section 3.2 and as expressly set forth elsewhere in this Agreement. The Membership Interests have been issued to CSL and Credit Partners and, as of the date hereof, are held by CSL and Credit Partners, in consideration of their respective Initial Capital Contributions.
Sample 1

Related to Creation and Issuance

  • Creation and Issue of Warrants A maximum of 5,598,775 Warrants (subject to adjustment as herein provided) are hereby created and authorized to be issued in accordance with the terms and conditions hereof. By written order of the Corporation, the Warrant Agent shall deliver Warrants to Registered Warrantholders and record the name of the Registered Warrantholders on the Warrant register. Registration of interests in Warrants held by the Depository may be evidenced by a position appearing on the register for Warrants of the Warrant Agent for an amount representing the aggregate number of such Warrants outstanding from time to time.

  • Creation and Designation There is hereby created a Tranche of Class A Notes to be issued pursuant to this Terms Document, the Indenture and the Indenture Supplement to be known as the “DiscoverSeries Class A(2018-6) Notes.”

  • Authorization and Issuance of Additional Units (a) The Company shall undertake all actions, including, without limitation, an issuance, reclassification, distribution, division or recapitalization, with respect to the Common Units, to maintain at all times a one-to-one ratio between the number of Common Units owned by the Corporation, directly or indirectly, and the number of outstanding shares of Class A Common Stock, disregarding, for purposes of maintaining the one-to-one ratio, (i) Unvested Corporate Shares, (ii) treasury stock or (iii) preferred stock or other debt or equity securities (including without limitation warrants, options or rights) issued by the Corporation that are convertible into or exercisable or exchangeable for Class A Common Stock (except to the extent the net proceeds from such other securities, including any exercise or purchase price payable upon conversion, exercise or exchange thereof, has been contributed by the Corporation to the equity capital of the Company). In the event the Corporation issues, transfers or delivers from treasury stock or repurchases Class A Common Stock in a transaction not contemplated in this Agreement, the Manager shall take all actions such that, after giving effect to all such issuances, transfers, deliveries or repurchases, the number of outstanding Common Units owned by the Corporation will equal on a one-for-one basis the number of outstanding shares of Class A Common Stock. In the event the Corporation issues, transfers or delivers from treasury stock or repurchases or redeems the Corporation’s preferred stock in a transaction not contemplated in this Agreement, the Manager shall have the authority to take all actions such that, after giving effect to all such issuances, transfers, deliveries, repurchases or redemptions, the Corporation holds (in the case of any issuance, transfer or delivery) or ceases to hold (in the case of any repurchase or redemption) equity interests in the Company which (in the good faith determination by the Manager) are in the aggregate substantially equivalent to the outstanding preferred stock of the Corporation so issued, transferred, delivered, repurchased or redeemed. The Company shall not undertake any subdivision (by any Common Unit split, Common Unit distribution, reclassification, recapitalization or similar event) or combination (by reverse Common Unit split, reclassification, recapitalization or similar event) of the Common Units that is not accompanied by an identical subdivision or combination of Class A Common Stock to maintain at all times a one-to-one ratio between the number of Common Units owned by the Corporation and the number of outstanding shares of Class A Common Stock, unless such action is necessary to maintain at all times a one-to-one ratio between the number of Common Units owned by the Corporation and the number of outstanding shares of Class A Common Stock as contemplated by the first sentence of this Section 3.04(a).

  • Due Authorization and Issuance All of the Pledged Securities existing on the date hereof have been, and to the extent any Pledged Securities are hereafter issued, such Pledged Securities will be, upon such issuance, duly authorized, validly issued and fully paid and non-assessable to the extent applicable. There is no amount or other obligation owing by any Pledgor to any issuer of the Pledged Securities in exchange for or in connection with the issuance of the Pledged Securities or any Pledgor’s status as a partner or a member of any issuer of the Pledged Securities.

  • Acquisitions and Investments The Borrower will not, nor will it permit any Subsidiary to, make or suffer to exist any Investments (including without limitation, loans and advances to, and other Investments in, Subsidiaries), or commitments therefor, or become or remain a partner in any partnership or joint venture, or to make any Acquisition of any Person, except:

Time is Money Join Law Insider Premium to draft better contracts faster.