Issuance of Interest Clause Samples

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Issuance of Interest. The Company hereby issues a Membership Interest to the Executive with a Sharing Ratio of 0.2% (as adjusted pursuant to the terms of the LLC Agreement) (the “Executive Membership Interest”). The Sharing Ratio associated with the Executive Membership Interest may be adjusted at any time after the Effective Date as a result of issuances or grants of Membership Interests pursuant to and in accordance with the terms and conditions of the LLC Agreement.
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Issuance of Interest. The Portfolio Trust agrees in exchange for an Investment to issue to the Fund an Interest in the Portfolio equal in value to the net value of the Assets of the Fund invested in the Portfolio on the date of the Closing.
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Issuance of Interest. Upon the terms and subject to the conditions set forth in this Agreement, on or before August 23, 2000 (the "Closing Date" or the "Closing"), the Company will issue, transfer and convey the Interest to USE and simultaneously USE will purchase the Interest from the Company by paying the purchase price of Three Million Five Hundred Thousand Dollars ($3,5000,000) (the "Purchase Price") by (I) delivering 568,750 shares (the "USE Shares") of Common Stock to the Company and (II) delivering 14,583 1/3 shares of Common Stock to ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, Corporation ("SPARK"), which payment of the Purchase Price shall be deemed to be an Initial Capital Contribution (as such term is defined in the Restated Operating Agreement) of $3,500,000 to the Company.
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Issuance of Interest. The Interest issuable to Asset Manager hereunder, when issued in accordance with the provisions of this Agreement, will be duly and validly authorized and issued and will be fully paid and non-assessable. The Interest to be issued hereunder will be issued in compliance with all applicable federal and state securities laws. Subject to the terms of the Operating Agreement, the issuance, sale and delivery of the Interest hereunder are not in any way subject to any preemptive right of members of the Company or to any right of first refusal or other right in favor of any other Person.
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Issuance of Interest. Following the foregoing contributions described in Section 2.2, Investor will own 100% of the outstanding limited liability company interest in each of the Companies. Investor is hereby agreed to be admitted as a shareholder of each Company, and it is hereby acknowledged that Investor shall have all the rights of the BOP JV Entities as set forth in the Organizational Documents with respect to the Investor Interests, as applicable.
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Issuance of Interest. On the terms and subject to the conditions contained in this Agreement, at the Closing, in consideration of the Contribution, the Company shall issue and deliver to the Contributor the number of Class A Convertible Redeemable Preferred Shares of the Company (the “Class A Preferred Shares”) set forth opposite the Contributor’s name on Schedule II hereto, representing the Percentage Interest set forth opposite the Contributor’s name on Schedule II hereto.
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Issuance of Interest. On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Company shall issue 3,500 Units to EControls-Inc. and 6,500 Units to ▇▇▇▇▇▇-Inc. in accordance with the Operating Agreement.
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Issuance of Interest. The Parent Units and the Holding Units to be issued to the Contributors, respectively, upon completion of the transactions described in Article II hereof will be duly authorized and validly issued, subject to the terms of the Partnership Agreement.
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Related to Issuance of Interest

  • Sale of Interest A Member can sell his LLC interest only as follows: (a) If a Member desires to sell his/her interest, in whole or in part, he/she shall give written notice to the LLC of his desire to sell all or part of his/her interest and must first offer the interest to the LLC. The LLC shall have the option to buy the offered interest at the then existing Set Price as provided in this Agreement. The LLC shall have thirty (30) days from the receipt of the assigning Member's notice to give the assigning Member written notice of its intention to buy all, some, or none of the offered interest. The decision to buy shall be made by a majority of the other Members. Closing on the sale shall occur within sixty (60) days from the date that the LLC gives written notice of its intention to buy. The purchase price shall be paid in cash at closing unless the total purchase price is in excess of $ in which event the purchase price shall be paid in ( ) equal quarterly installments beginning with the date of closing. The installment amounts shall be computed by applying the following interest factor to the principal amount: interest compounded quarterly at the Quarterly Federal Short-Term Rate existing at closing under the Applicable Federal Rates used for purposes of Internal Revenue Code § 1 274(d), or any successor provision. (b) To the extent the LLC does not buy the offered interest of the selling Member, the other Members shall have the option to buy the offered interest at the Set Price on a pro rata basis based on the Members' percentage interests at that time. If Member does not desire to buy up to his/her proportional part, the other Members can buy the remaining interest on the same pro rata basis. Members shall have fifteen (15) days from the date the LLC gives its written notice to the selling Member to give the selling Member notice in writing of their intention to buy all, some, or none of the offered interest. Closing on the sales shall occur within sixty (60) days from the date that the Members give written notice of their intention to buy. The purchase price from each purchasing Member shall be paid in cash at closing. (c) To the extent the LLC or the Members do not buy the offered interest, the selling Member can then assign the interest to a non-member. The selling Member must close on the assignment within ninety (90) days of the date that he gave notice to the LLC. If he does not close by that time, he must again give the notice and options to the LLC and the LLC Members before he sells the interest. (d) The selling Member must close on the assignment within ninety (90) days of the date that he gave notice to the LLC. If he does not close by that time, he must again give the notice and options to the LLC and the LLC Members before he sells the interest. (e) A non-member purchaser of a member’s interest cannot exercise any rights of a Member unless a majority of the non-selling Members consent to him becoming a Member. The non-member purchaser will be entitled, however, to share in such profits and losses, to receive such distributions, and to receive such allocation of income, gain, loss, deduction, credit or similar items to which the selling member would be entitled, to the extent of the interest assigned, and will be subject to calls for contributions under the terms of this Agreement. The purchaser, by purchasing the selling member’s interest, agrees to be subject to all the terms of this Agreement as if he were a Member.

  • Issuance of Debt On the date of receipt by Holdings or any of its Subsidiaries of any Cash proceeds from the incurrence of any Indebtedness of Holdings or any of its Subsidiaries (other than with respect to any Indebtedness permitted to be incurred pursuant to Section 6.1), the Borrower shall prepay the Loans in an aggregate amount equal to 100% of such proceeds, net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses.

  • Original Issuance of Notes Section 2.01 Form........................................................... Section 2.02 Execution, Authentication and Delivery.........................

  • Issuance of the Shares The Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents.

  • Issuance of Units By executing the Reference Trust Agreement and receipt for deposited Securities, the Trustee will thereby acknowledge receipt of the deposit of the Securities listed in the Schedules to the Reference Trust Agreement and referred to in Section 2.01 hereof, and simultaneously with the receipt of said deposit, has recorded on its books the ownership, by the Depositor or such other person or persons as may be indicated by the Depositor, of the aggregate number of Units specified in the Reference Trust Agreement and has delivered, or on the order of the Depositor will deliver, in exchange for such Securities, cash or a Letter of Credit, documentation evidencing the ownership of the number of Units specified or, if requested by the Depositor, the ownership by DTC of all such Units and will cause such Units to be credited at DTC to the account of the Depositor or, pursuant to the Depositor's direction and as hereafter provided, the account of the issuer of the Letter of Credit referred to in Section 2.01. The number of Units in a Trust may be increased through a split of the Units or decreased through a reverse split thereof, as directed by the Depositor, on any day on which the Depositor is the only Unitholder of such Trust, which revised number of Units shall be recorded by the Trustee on its books. Effective as of the Evaluation Time on October 1, 2014, in the event that the aggregate value of Securities in the Trust has increased since the evaluation on September 30, 2014, the Trustee shall issue such number of additional Units to the Unitholder of outstanding Units as of the close of business on October 1, 2014, that the price per Unit computed as of the Evaluation Time on October 1, 2014, plus the maximum applicable sales charge shall equal approximately $10 per Unit (based on the number of Units outstanding as of said Evaluation Time, including the additional Units issued pursuant to this sentence); in the event that the aggregate value of Securities in the Trust Fund has decreased since the evaluation on September 30, 2014, there will be a reverse split of the outstanding Units, and said Unitholder will surrender to the Trustee for cancellation such number of Units, that the price per Unit computed as of the Evaluation Time on October 1, 2014, plus the maximum applicable sales charge shall equal approximately $10 per Unit (based on the number of Units outstanding as of said Evaluation Time, reflecting cancellation of Units pursuant to this sentence). The Trustee hereby agrees that on the date of any deposit of additional Securities pursuant to Section 2.05 it shall acknowledge that the additional Securities identified therein have been deposited with it by recording on its books the ownership, by the Depositor or such other person or persons as may be indicated by the Depositor, of the aggregate number of Units to be issued in respect of such additional Securities so deposited. (24) Section 2.01 is hereby amended and replaced in its entirety with the following: