Creation and Issuance Sample Clauses

The 'Creation and Issuance' clause defines the process by which a particular document, instrument, or security is formally generated and distributed to relevant parties. Typically, this clause outlines the steps required for creation, such as necessary approvals or documentation, and specifies the conditions under which issuance occurs, such as upon satisfaction of certain requirements or at a designated time. Its core practical function is to ensure that all parties understand when and how the item in question comes into legal existence and is delivered, thereby providing clarity and reducing the risk of disputes regarding its validity or timing.
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.
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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.
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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.
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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.
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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. 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 and Net A...
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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.
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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.
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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.
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Related to Creation and Issuance

  • Creation and Issue of Warrants A maximum of 1,470,000 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 issue and deliver Warrant Certificates to Warrantholders, or no certificate for Uncertificated Warrants, and record the name of the 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.

  • AUTHORIZATION AND ISSUANCE OF SHARES 1. The Customer shall deliver to the Bank the following documents on or before the effective date of any increase, decrease or other change in the total number of Shares authorized to be issued: (a) A certified copy of the amendment to the Charter giving effect to such increase, decrease or change; (b) An opinion of counsel for the Customer, in a form satisfactory to the Bank, with respect to the validity of the Shares, the obtaining of all necessary governmental consents, whether such Shares are fully paid and non-assessable and the status of such Shares under the Securities Act of 1933, as amended, and any other applicable federal law or regulations (i.e., if subject to registration, that they have been registered and that the Registration Statement has become effective or, if exempt, the specific grounds therefor); and (c) In the case of an increase, if the appointment of the Bank was theretofore expressly limited, a certified copy of a resolution of the Board of Directors of the Customer increasing the authority of the Bank. 2. Prior to the issuance of any additional Shares pursuant to stock dividends, stock splits or otherwise, and prior to any reduction in the number of Shares outstanding, the Customer shall deliver the following documents to the Bank: (a) A certified copy of the resolutions adopted by the Board of Directors and/or the shareholders of the Customer authorizing such issuance of additional Shares of the Customer or such reduction, as the case may be; (b) A certified copy of the order or consent of each governmental or regulatory authority required by law as a prerequisite to the issuance or reduction of such Shares, as the case may be, and an opinion of counsel for the Customer that no other order or consent is required; and (c) An opinion of counsel for the Customer, in a form satisfactory to the Bank, with respect to the validity of the Shares, the obtaining of all necessary governmental consents, whether such Shares are fully paid and non-assessable and the status of such Shares under the Securities Act of 1933, as amended, and any other applicable law or regulation (i.e., if subject to registration, that they have been registered and that the Registration Statement has become effective, or, if exempt, the specific grounds therefor).

  • 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( - ) Notes.”

  • Authorization and Issuance of Additional Units (a) Except as otherwise determined by the Board of Managers in connection with a contribution of cash or other assets by the Corporation to the Company: (i) the Company and the Corporation shall undertake all actions, including an issuance, reclassification, distribution, division or recapitalization, with respect to the Common Units, Class A Common Stock or Class B Common Stock, as applicable, to maintain at all times (A) 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 and (B) a one-to-one ratio between the number of Common Units owned by Members (other than the Corporation and its Subsidiaries), directly or indirectly, and the number of outstanding shares of Class B Common Stock owned by such Members, directly or indirectly; (ii) 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 Board of Managers and the Corporation shall take all actions such that, after giving effect to all such issuances, transfers, deliveries or repurchases, the number of outstanding Common Units owned, directly or indirectly, by the Corporation will equal on a one-for-one basis the number of outstanding shares of Class A Common Stock; and (iii) 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 Board of Managers and the Corporation shall take all actions such that, after giving effect to all such issuances, transfers, deliveries, repurchases or redemptions, the Corporation, directly or indirectly, 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 Board of Managers) are in the aggregate substantially economically equivalent to the outstanding preferred stock of the Corporation so issued, transferred, delivered, repurchased or redeemed. (b) Except as otherwise determined by the Board of Managers in its reasonable discretion, the Company and the Corporation shall not undertake any subdivision (by any Unit split, stock split, Unit distribution, stock distribution, reclassification, division, recapitalization or similar event) or combination (by reverse Unit split, reverse stock split, reclassification, division, recapitalization or similar event) of the Common Units, Class A Common Stock or Class B Common Stock that is not accompanied by an identical subdivision or combination of the applicable classes of Units or stock to maintain at all times (x) a one-to-one ratio between the number of Common Units owned, directly or indirectly, by the Corporation and the number of outstanding shares of Class A Common Stock or (y) a one-to-one ratio between the number of Common Units owned by Members (other than the Corporation and its Subsidiaries) and the number of outstanding shares of Class B Common Stock, in each case, unless such action is necessary to maintain at all times a one-to-one ratio between either the number of Common Units owned, directly or indirectly, by the Corporation and the number of outstanding shares of Class A Common Stock or the number of Common Units owned by Members (other than the Corporation and its Subsidiaries) and the number of outstanding shares of Class B Common Stock as contemplated by Section 3.04(a)(i). (c) The Company shall only be permitted to issue additional Common Units or establish other classes or series of Units or other Equity Securities in the Company to the Persons and on the terms and conditions provided for in Section 3.02, Section 3.03, this Section 3.04, Section 3.10 and Section 3.11. Subject to the foregoing, the Board of Managers may cause the Company to issue additional Common Units authorized under this Agreement or establish other classes or series of Units or other Equity Securities in the Company at such times and upon such terms as the Board of Managers shall determine and the Board of Managers shall amend this Agreement as necessary in connection with the issuance of additional Common Units and admission of additional Members under this Section 3.04 without the requirement of any consent or acknowledgement of any other Member. (d) Notwithstanding any other provision of this Agreement, if the Corporation or any of its Subsidiaries (other than the Company and its Subsidiaries) acquires or holds any material amount of cash in excess of any monetary obligations it reasonably anticipates, the Corporation and the Board of Managers may, in their sole discretion, use such excess cash amount in such manner, and make such adjustments to or take such other actions with respect to the capitalization of the Corporation and the Company, as the Corporation and the Board of Managers in good faith determine to be fair and reasonable to the shareholders of the Corporation and to the Members and to preserve the intended economic effect of this Section 3.04, Article XI and the other provisions hereof.

  • 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.