Issuance of Class B Interests Sample Clauses

Issuance of Class B Interests. During the term of this Agreement and subject to Sections 6.2(b), 6.7 and 8.4(d) hereof, the Company shall not issue any Class B Interests to (i) any Person, including to an employee of the Company either directly, or indirectly through the KELP, without the prior written consent of the Remuneration Committee or (ii) to OM(US)H or any Affiliate of OM(US)H without the prior written consent of the KELP.
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Issuance of Class B Interests. On the first Utilisation Date, the Borrower shall issue to the Lender Class B Interests representing all of the Class B Interests in accordance with the Initial LLC Agreement.
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Issuance of Class B Interests. No additional Class B Interests shall be issued except in the event of a recapitalization of the Capital Stock of the General Partner, including any stock split, stock dividend, reclassification, or similar transaction.
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Issuance of Class B Interests. The delivery by AssetCo of this Agreement, duly executed by AssetCo and the Contributor, and the Amended and Restated Company LLC Agreement, duly executed by AssetCo and 8point3 OpCo Holdings, will cause the Company to issue 100% of the Class B Interests to 8point3 OpCo Holdings free and clear of any Liens (other than Permitted Equity Liens), and admit 8point3 OpCo Holdings as a member of the Company, immediately upon Closing.
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Issuance of Class B Interests. At the Closing, immediately following the Effective Time of the Merger, Parent shall issue and deliver to Holder the Holder Class B Interests.
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Issuance of Class B Interests. At Closing, each Property Contributor will receive, in exchange for a capital contribution equaling its pro rata share of the then current fair market value of the Incentive Distribution Rights, that percentage of Class B Interests equal to such Property Contributor’s Percentage, and each Property Contributor will be admitted as a Class B member of the General Partner with respect to such Class B Interests. Holders of the Class B Interests will be entitled to all of the rights, preferences and privileges with respect to the Class B Interests contained in the GP LLC Agreement, and such holders will be subject to all of the conditions and limitations contained in the GP LLC Agreement. The Class B members will not have any voting rights. The Class B Interests will be entitled to receive, in the aggregate, eighty percent (80%) of the cash distributions with respect to (i) the Incentive Distributions received by the General Partner from LRR Energy and (ii) any Common Units issued by LRR Energy to the General Partner in connection with the General Partner’s exercise of its right to reset the Target Distribution Levels set forth in Section 4.3 (“IDR Reset”), in each case, for a period of six years following the Closing. However, the Class B Interests will not participate in any appreciation in the value of the Incentive Distribution Rights or Common Units issued to the General Partner in connection with the General Partner’s IDR Reset. After the expiration of the six year period from the Closing, the Class B Interests will be cancelled and the Property Contributors will cease to be members of the General Partner.
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Issuance of Class B Interests. During the term of this Agreement and subject to Sections 6.2(b) and 6.7 hereof, the Company shall not issue any Class B Interests to OMAM or any Affiliate of OMAM without the prior written consent of the KELP.
Sample 1
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Related to Issuance of Class B Interests

  • Class B Units The term “Class B Units” means the Units having the privileges, preferences, and rights specified with respect to “Class B Units” in this Agreement, including those described in Section 7.1(c)(3).

  • Issuance of LTIP Units The General Partner may from time to time cause the Partnership to issue LTIP Units to Persons who provide services to the Partnership or the General Partner, for such consideration as the General Partner may determine to be appropriate, and admit such Persons as Limited Partners. Subject to the following provisions of this Section 4.04 and the special provisions of Sections 4.05 and 5.01(g), LTIP Units shall be treated as Common Units, with all of the rights, privileges and obligations attendant thereto. For purposes of computing the Partners’ Percentage Interests, holders of LTIP Units shall be treated as Common Unit holders and LTIP Units shall be treated as Common Units. In particular, the Partnership shall maintain at all times a one-to-one correspondence between LTIP Units and Common Units for conversion, distribution and other purposes, including, without limitation, complying with the following procedures:

  • CAPITAL CONTRIBUTIONS AND ISSUANCE OF PARTNERSHIP INTERESTS Section 5.1 Organizational Contributions 40 Section 5.2 Contributions by the General Partner 40 Section 5.3 Contributions by Initial Limited Partners 40 Section 5.4 Interest and Withdrawal 40 Section 5.5 Capital Accounts 41 Section 5.6 Issuances of Additional Partnership Interests and Derivative Instruments 44 Section 5.7 Conversion of Subordinated Units 45 Section 5.8 Limited Preemptive Right 45 Section 5.9 Splits and Combinations 45 Section 5.10 Fully Paid and Non-Assessable Nature of Limited Partner Interests 46 Section 5.11 Issuance of Common Units in Connection with Reset of Incentive Distribution Rights 46 ARTICLE VI

  • Issuance of Additional Partnership Interests The General Partner, in its sole and absolute discretion, may raise all or any portion of the Additional Funds by accepting additional Capital Contributions of cash. The General Partner may also accept additional Capital Contributions of real property or any other non-cash assets. In connection with any such additional Capital Contributions (of cash or property), the General Partner is hereby authorized to cause the Partnership from time to time to issue to Partners (including the General Partner) or other Persons (including, without limitation, in connection with the contribution of tangible or intangible property, services, or other consideration permitted by the Act to the Partnership) additional Partnership Units or other Partnership Interests, which may be Common Units or other Partnership Units issued in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional, conversion, exchange or other special rights, powers, and duties, including rights, powers, and duties senior to then existing Limited Partner Interests, all as shall be determined by the General Partner in its sole and absolute discretion subject to Maryland law, including without limitation, (i) the allocations of items of Partnership income, gain, loss, deduction, and credit to such class or series of Partnership Interests; (ii) the right of each such class or series of Partnership Interests to share in Partnership distributions; (iii) the rights of each such class or series of Partnership Interests upon dissolution and liquidation of the Partnership; and (iv) the right to vote, including, without limitation, the Limited Partner approval rights set forth in Section 11.2.A; provided, that no such additional Partnership Units or other Partnership Interests shall be issued to the General Partner unless either (a) (1) the additional Partnership Interests are issued in connection with the grant, award, or issuance of shares of the General Partner pursuant to Section 4.3.C below, which shares have designations, preferences, and other rights (except voting rights) such that the economic interests attributable to such shares are substantially similar to the designations, preferences and other rights of the additional Partnership Interests issued to the General Partner in accordance with this Section 4.3.B, and (2) the General Partner shall make a Capital Contribution to the Partnership in an amount equal to any net proceeds raised in connection with such issuance, or (b) the additional Partnership Interests are issued to all Partners holding Partnership Interests in the same class in proportion to their respective Percentage Interests in such class or (c) the additional Partnership Interests are issued pursuant to a Stock Plan. The General Partner’s determination that consideration is adequate shall be conclusive insofar as the adequacy of consideration relates to whether the Partnership Interests are validly issued and paid. In the event that the Partnership issues additional Partnership Interests pursuant to this Section 4.3.B, the General Partner shall make such revisions to this Agreement (including but not limited to the revisions described in Section 5.4, Section 6.2.B, and Section 8.6) as it determines are necessary to reflect the issuance of such additional Partnership Interests.

  • Membership Certificates This LLC shall be authorized to obtain and issue certificates representing or certifying membership interests in this LLC. Each certificate shall show the name of the LLC, the name of the member, and state that the person named is a member of the LLC and is entitled to all the rights granted members of the LLC under the Articles of Organization, Certificate of Formation or a similar organizational document, this operating agreement and provisions of law. Each membership certificate shall be consecutively numbered and signed by one or more officers of this LLC. The certificates shall include any additional information considered appropriate for inclusion by the members on membership certificates. In addition to the above information, all membership certificates shall bear a prominent legend on their face or reverse side stating, summarizing or referring to any transfer restrictions that apply to memberships in this LLC under the Articles of Organization, Certificate of Formation or a similar organizational document and/or this operating agreement, and the address where a member may obtain a copy of these restrictions upon request from this LLC. The records book of this LLC shall contain a list of the names and addresses of all persons to whom certificates have been issued, show the date of issuance of each certificate, and record the date of all cancellations or transfers of membership certificates.

  • Redemption of Partnership Interests of Ineligible Holders (a) If at any time a Limited Partner fails to furnish an Eligibility Certificate or any other information requested within the period of time specified in Section 4.9, or if upon receipt of such Eligibility Certificate or other information the General Partner determines, with the advice of counsel, that a Limited Partner is an Ineligible Holder, the Partnership may, unless the Limited Partner establishes to the satisfaction of the General Partner that such Limited Partner is not an Ineligible Holder or has transferred his Limited Partner Interests to a Person who is not an Ineligible Holder and who furnishes an Eligibility Certificate to the General Partner prior to the date fixed for redemption as provided below, redeem the Limited Partner Interest of such Limited Partner as follows:

  • Certificates Describing Partnership Units At the request of a Limited Partner, the General Partner, at its option, may issue a certificate summarizing the terms of such Limited Partner's interest in the Partnership, including the number of Partnership Units owned and the Percentage Interest represented by such Partnership Units as of the date of such certificate. Any such certificate (i) shall be in form and substance as approved by the General Partner, (ii) shall not be negotiable and (iii) shall bear the following legend: This certificate is not negotiable. The Partnership Units represented by this certificate are governed by and transferable only in accordance with the provisions of the Agreement of Limited Partnership of United Dominion Realty, L.P., as amended from time to time.

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