Membership Interest Transfer Agreement Sec

3.1 Corporate Organization (a). The company is a limited liability company that, in accordance with the laws of the State of Virginia, is properly organized, validly and reputable and has the entrepreneurial spirit and power to own, lease and operate its assets and real estate and manage its business with as much confidence as it is currently managed. The enterprise is duly qualified or licensed as a foreign enterprise to do business and is, where appropriate, reputable, in any jurisdiction where the character of the immovable property owned by it is leased or operated, or the nature of its activities, requires such qualification or license. The company does not directly or indirectly own shares or other interests in a company, limited liability company, limited liability company, partnership, joint venture or other legal person, or act as a complementary company or managing partner of companies. Holders choose to exercise this arrangement and (ii) (A) payment to the Company in an amount equal to the prevailing exercise price multiplied by the number of Warrant shares for which this warning device is exercised (the Aggregate Exercise Price) in cash or by transfer of immediately available funds or (B) by informing the Company that such Warrant is exercised in accordance with a scriptural exercise (as defined in Section 1.d). The execution and service of the exercise notification in respect of less than all Warrant shares shall have the same effect as the cancellation of the original warrant and the issuance of a new warrant proving the right to purchase the remaining number of Warrant shares. On the working day or before the date on which the enterprise received each of the exercise notifications and the total exercise price (or notification of a cashless exercise) (the delivery documents), the enterprise sends by fax a confirmation of receipt of the exercise delivery documents to the holder and the transfer agent of the enterprise (transfer agent). On the second business day following the date on which the company received all the exercise delivery documents (the date of delivery of shares), the company (X) shall, provided that the transfer agent participates in the Depository Trust Company`s (DTC) Fast Automated Securities Transfer Program, at the request of the holder, a total number of common shares to which the holder is entitled under such an exercise: the holder or its agents have an account with DTC through its commission system for withdrawals or (Y) if the transfer agent does not participate in the DTC Fast Automated Securities Transfer Program, a certificate registered in the company`s share register in the name of the holder or his agent, by night mail to the address indicated in the training release; the number of ordinary shares to which the holder is entitled as a result of such an exercise. After notification of the exercise statement and the aggregate exercise price referred to in clause (ii)(a) above or of the notification to the undertaking of a cashless exercise referred to in section 1(d), the holder shall be deemed, for all purposes of the undertaking, to hold the statements of the Warrant shares to which the warrant has been exercised. regardless of the date of delivery of the certificates attesting to these Warrant Shares….