Unit Ownership Clause Samples

Unit Ownership. Seller owns of record and beneficially the number of Units set forth next to Seller's name on the Signature Page hereto, free and clear of any Encumbrance or restriction on transfer (other than any restriction under any securities Law). Seller is not a party to any option, warrant, purchase right, right of first refusal, call, put or other Contract (other than this Agreement) that could require Seller to sell, transfer or otherwise dispose of any Units. At the Closing, Seller will have duly transferred to the Buyer all of Seller's Units, free and clear of any Encumbrance, and such Units constitute 100% of the issued and outstanding units of the Company.

Unit Ownership. Except as otherwise expressly provided in this Agreement, the Managing Member shall have the right to authorize and cause the Company to issue on such terms (including price) as may be determined by the Managing Member (i) subject to the limitations of Section 3,1, additional Units or other Equity Securities in the Company (including creating preferred interests or other classes or series of interests having such rights, preferences and privileges as determined by the Managing Member, which rights, preferences and privileges may be senior to the Units), and (ii) obligations, evidences of indebtedness or other securities or interests convertible or exchangeable for Units or other Equity Securities in the Company; provided that, at any time following the date hereof, in each case the Company shall not issue Equity Securities in the Company to any Person unless such Person shall have executed a counterpart to this Agreement and all other documents, agreements or instruments deemed necessary or desirable in the discretion of the Managing Member. Upon such issuance and execution, such Person shall be admitted as a Member of the Company. In that event, the Managing Member shall amend Exhibit A to reflect such additional issuances. Subject to the proviso to Section 11,2, the Managing Member is hereby authorized to amend this Agreement to set forth the designations, preferences, rights, powers and duties of such additional Units or other Equity Securities in the Company, or such other amendments that the Managing Member determines to be otherwise necessary or appropriate in connection with the creation, authorization or issuance of, any class or series of Units or other Equity Securities in the Company pursuant to this Section 3,4; provided that, subject to the proviso to Section 11,2, the Managing Member shall have the right to amend this Agreement as set forth in this sentence without the approval of any other Person (including any Member) and notwithstanding any other provision of this Agreement (except Section 11,2) if such amendment is necessary in order to consummate any offering of shares of Parent Common Stock or other Equity Securities of Parent provided that the designations, preferences, rights, powers and duties of any such additional Units or other Equity Securities of the Company as set forth in such amendment are substantially similar to those applicable to such shares of Parent Common Stock or other Equity Securities of Parent.

Unit Ownership. A part of the Condominium Property consisting of one Dwelling Unit and its Undivided Interest.

Unit Ownership. 1 Section 2. Applicability of By-Laws..................................1 Section 3. Application...............................................1 Section 4. Office....................................................1

Unit Ownership. ▇▇▇▇▇▇▇▇ is the sole beneficial owner of the ▇▇▇▇▇▇▇▇ Units, free and clear of any lien, mortgage, security interest, pledge, restriction on transferability, defect of title or other claim, charge or encumbrance of any nature whatsoever, or any restriction on the use, voting, transfer, receipt of income or other exercise of any attributes of ownership (collectively, “Encumbrances”) except those arising pursuant to the Partnership Agreement. Meadowcourt is the sole beneficial owner of the Meadowcourt Units, free and clear of any Encumbrances except those arising pursuant to the Partnership Agreement. Other than the Subject Units, neither Seller owns, beneficially or of record, any Partnership Units or other equity or debt interests of the Partnership, and neither Seller has any right (whether vested or unvested) to acquire any Partnership Units or other equity or debt interests of the Partnership.

Unit Ownership. Landlord warrants and represents that, as of the date hereof, other than the New York City Industrial Development Agency, which owns certain Condominium units in the Building and leases such units to Landlord pursuant to the ▇▇▇▇▇▇▇▇▇ Agreement (as such term is defined in the Declaration), Landlord owns all of the Condominium units in the Building (including the Premises Unit) and Landlord (or an affiliate of Landlord) controls the Board of Managers.

Unit Ownership. The name, address and Unit ownership of each Member -------------- are set forth on the attached Schedule 1. The Managers may amend such Schedule ---------- -------- 1 from time to time to reflect changes in such names, addresses and/or - ownership, including by reason of the admission or withdrawal of any Member or the issuance or transfer of any Unit. A loan or guarantee to the Company by a Member will not be deemed to be a Capital Contribution.

Unit Ownership. Upon any transfer with respect to a Unit, the purchaser, transferee or assignee thereunder shall automatically become the Unit Owner with respect to such Unit and shall remain such (and shall be bound by the provisions of this Declaration and of the By-Laws) until such time as it ceases to own such leasehold interest for any reason.

Unit Ownership. 4 2.5 Litigation......................................................................................4 2.6 Representations Regarding the Company and the Subsidiary........................................4 2.7 Initial Transfer Amount.........................................................................4