Class B Membership Interests Sample Clauses

The 'Class B Membership Interests' clause defines a specific category of ownership or equity interest within a company or entity, typically distinct from other classes such as Class A. This clause outlines the rights, privileges, and limitations associated with holding Class B interests, which may include differences in voting power, profit distributions, or transferability compared to other membership classes. By clearly delineating the characteristics of Class B interests, the clause ensures that all parties understand the structure of ownership and the specific entitlements or restrictions that apply to Class B members, thereby preventing disputes and clarifying governance.
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Class B Membership Interests. Class B Member Number of Class B Membership Interests Owned Percentage of Class B Membership Interests Owned Clean Technologies II, LLC $ 16,619,399.60 Mehetia Inc. $ 0 Member Name and Address Capital Account Balance Percentage Interest Clean Technologies II, LLC [***] 100% of the Class A c/o Bloom Energy Corporation ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attn: [***] Telephone: [***] Fax: [***] Mehetia Inc. [***] 100% of the Class ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attn: [***] Telephone: [***] Fax: [***] with a copy of any notice sent to: Credit Suisse Securities (USA) LLC ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attn: [***] Telephone: [***] Fax: [***] and with a copy of any notice sent, which will not constitute notice, to: ▇▇▇▇▇▇▇▇▇ Will & ▇▇▇▇▇ LLP ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attn: [***] Telephone: [***] Fax: [***] [***] Confidential Treatment Requested
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Class B Membership Interests. The Company agrees to issue to the Class B Members a 1% Class B Membership Interest on August 26, 2005 in exchange for cash equal to one percent (1%) of the aggregate Values of the initial contributions to the Company, determined as of August 26, 2005. The Company shall issue the Class B Membership Interest to the Class B Members in equal shares. Each Class B Member agrees to contribute cash on or before September 20, 2005. Such cash contributions shall be allocated between Series I and the Liquid Series in proportion to the relative Values of CYMI’s contributions to Series I and the Liquid Series.
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Class B Membership Interests. Notwithstanding anything contained herein to the contrary, in no event shall any Class B Member have any right to vote or approve any decision, action or inaction on the part of the Company, including the conversion, consolidation or merger of the Company. Each Class B Member hereby grants to its Affiliated Class A Member an irrevocable power of attorney coupled with an interest, to execute any documents on such Class B Member’s behalf to effectuate any decisions of the Board.
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Class B Membership Interests. (1) In exchange for the provision of services to the Company, Class B Membership Interests shall initially be issued to the Members set forth on Schedule C-2 hereto in the number set forth opposite the name of such Member. Such Class B Membership Interests will be subject to the terms, conditions, requirements and procedures, including with respect to vesting, as set forth in the Grant Documentation. Further, such Class B Membership Interests shall initially be deemed unvested and will only vest, if at all, (i) as set forth in the Grant Documentation or, if earlier, (ii) upon the occurrence of a Class C Trigger Event. (2) Immediately prior to the consummation of an independent third-party investment in the Company that satisfies the conditions of the milestone set forth on Schedule D (“Third-Party Investment”), the Class B Membership Interests of each Class B Member as set forth on Schedule C-1 shall be increased, such that, over time (but in any case prior to or, as applicable, in connection with a Sale of the Company) the aggregate Distribution Interest Percentage in respect of the Class B Membership Interests shall be 18% and, accordingly, the aggregate Distribution Interest Percentage in respect of the Class A Membership Interests shall be 82% (the “Revised Distribution Interest Percentages”), with such adjustments to be pro rata in proportion to the Unit ownership of each Class B Member and Class A Member, as applicable. To give effect to the immediately preceding sentence, the Company shall determine, pursuant to Section 6.2(a)(ii), the amount distributable to the Class A Members, on the one hand, and the Class B Members, on the other hand, immediately prior to the consummation of a Third-Party Investment, and thereafter specially allocate Net Income of the Company in an amount necessary to effectuate such adjustment solely to the Class B Members in proportion to their Class B Membership Interests and make corresponding awards of Units to the Class B Members (and update Schedule C-1 accordingly) in proportion to such Net Income allocations until the aggregate Distribution Interest Percentage in respect of the Class B Membership Interests is 18% (and, accordingly, that the aggregate Distribution Interest Percentage in respect of the Class A Membership Interests is 82%); provided, however, that if upon the occurrence of a Sale of the Company or Conversion Transaction the Company has not received sufficient Net Income to effectuate any or all of the adj...
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Class B Membership Interests. The Class B Membership Interests consist of the rights set forth in this Agreement with respect to Class B Members, including, without limitation, the right to (i) an initial balance in their Capital Account as a result of their ownership of Class B Membership Interests hereunder, (ii) an interest in the Company’s assets and existing unrealized appreciation thereon and (iii) share in and receive distributions (liquidating and otherwise) and allocations of Profits and Losses as provided herein; but excluding the right to vote on any matter subject to the vote of Members as provided herein.
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Class B Membership Interests 
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Related to Class B Membership Interests

  • Membership Interests The Sole Member currently owns one hundred percent (100%) of the percentage interests in the Company.

  • Shares; Membership Interests (a) The total of the membership interests in the Company shall be divided into (i) Class A Ordinary Shares having the rights and preferences as set forth herein (the “Class A Ordinary Shares”), (ii) Class A Preferred Shares having the rights and preferences as set forth herein (the “Class A Preferred Shares” and, together with the Class A Ordinary Shares, the “Class A Shares”), (iii) Class B Ordinary Shares having the rights and preferences as set forth herein (the “Class B Ordinary Shares”), and (iv) Class C Ordinary Share having the rights and preferences as set forth herein (the “Class C Ordinary Share” and, together with the Class A Ordinary Shares, the Class A Preferred Shares and the Class B Ordinary Shares, the “Shares” and each a “Share”). Class A Ordinary Shares, Class A Preferred Shares and Class B Ordinary Shares shall have the same rights, powers and duties, except as otherwise set forth in this Agreement. The number of Class A Ordinary Shares shall be limited to the maximum number of Class A Ordinary shares offered in the Offering, plus (i) the number of Class A Ordinary Shares which may be issued upon conversion of the Class A Preferred Shares, plus (ii) the number of Class A Ordinary Shares which may be issued upon conversion of the Class B Ordinary Shares. The number of Class A Preferred Shares shall be limited to the number of Class A Preferred Shares which may be issued pursuant to the Management Services Agreement. The number of Class B Ordinary Shares shall be limited to up to 1,000. The number of Class C Ordinary Shares shall be limited to one. Class A Preferred Shares issued pursuant to the Management Services Agreement (“ASA Shares”) may be subject to vesting provisions as set forth in the Management Services Agreement. The Shares of the Members shall be as set forth on Exhibit A attached hereto, which may be updated as set forth herein. For the avoidance of doubt, in the event that all of the Class A Ordinary Shares are not sold pursuant to the Offering, the Board shall, upon the final closing of the Offering, issue a number of Class A Ordinary Shares to the Initial Member equal to the aggregate number of Class A Ordinary Shares that remain unsold in the Offering, as repayment in full of any and all obligations owing to the Initial Member in respect of advances made to acquire the Artwork and true-up fees payable to the Initial Member. The name and mailing address of each Member or such Member’s representative shall be listed on the books and records of the Company maintained for such purpose by the Company or the Transfer Agent. (b) Prior to the date hereof and as set forth in the Original Agreement, the Initial Member has been issued 100% of the membership interests in the Company in return for a capital contribution of $100 (the “Prior Interests”). Upon execution of this Agreement, the Prior Interests shall be automatically converted into 1,000 Class B Ordinary Shares. As of the date of such conversion, the Class B Ordinary Shares shall constitute all of the membership interests of the Company and, prior to the issuance of Class A Ordinary Shares, Class A Preferred Shares and Class C Ordinary Share, shall have all of the rights and privileges of 100% of the membership interests in the Company afforded pursuant to this Agreement and applicable law. (c) Notwithstanding any provision to the contrary in this Agreement, the Board shall have full power and authority to schedule one or more closings to issue Class A Ordinary Shares and admit Members to the Company in accordance with the provisions of this Agreement. Any Person that acquires Class A Ordinary Shares and is admitted as a Member of the Company after the date hereof, shall, in connection with such Member’s acquisition of such Class A Ordinary Shares, be deemed to pay to the Company such Member’s pro rata share of any amounts used to acquire the Artwork, including any true-up fees and any other amounts paid to the Company by the previously admitted Members. (d) The Class A Members may elect to convert their Class A Preferred Shares into Class A Ordinary Shares, in whole or in part, at any time prior to the consummation of the Sale of the Artwork, subject to the terms and conditions herein, for no additional consideration. Each Class A Preferred Shares will automatically convert to one Class A Ordinary Share upon any Transfer of such Class A Preferred Shares to an entity that is not an Affiliate of the Administrator. (e) The Class B Members may elect to convert their Class B Ordinary Shares into Class A Ordinary Shares, in whole or in part, at any time prior to the consummation of the Sale of the Artwork, subject to the terms and conditions herein, for no additional consideration pursuant and to the following conversion formula: The number of Class A Ordinary Shares issuable upon conversion of Class B Ordinary Shares shall equal (A) the Value Increase, multiplied by (B) the Conversion Percentage, multiplied by (C) 20%, divided by (D) the Class A Ordinary Share Value. For purposes herein:

  • Membership Interest The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.

  • Transfer of Membership Interests (a) The Member may transfer its Membership Interest, in whole but not in part, but the transferee shall not be admitted as a Member except in accordance with Section 6.07. Until the transferee is admitted as a Member, the Member shall continue to be the sole member of the Company (subject to Section 1.02) and to be entitled to exercise any rights or powers of a Member of the Company with respect to the Membership Interest transferred. (b) To the fullest extent permitted by law, any purported transfer of any Membership Interest in violation of the provisions of this LLC Agreement shall be wholly void and shall not effectuate the transfer contemplated thereby. Notwithstanding anything contained herein to the contrary and to the fullest extent permitted by law, the Member may not transfer any Membership Interest in violation of any provision of this LLC Agreement or in violation of any applicable federal or state securities laws.

  • Partnership Interests Except as may otherwise be provided herein, each Partner’s percentage interest in the assets, profits, and distributions of the Partnership (“Partnership Interest”) shall be as set forth in Exhibit B attached hereto and incorporated herein by reference.