Cancellation of Membership Interests Sample Clauses

Cancellation of Membership Interests. The initial Membership Interests issued to Time Warner upon the formation of HoldCo (as described under Section 1.04(a)) shall be canceled.
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Cancellation of Membership Interests. You acknowledge and agree that the distribution to you of Restricted Shares hereunder is in lieu of, and to replace, your membership interests in Management LLC. By signing this Agreement, you agree that, upon the effectiveness of this Equity Incentive Letter pursuant to paragraph (f) hereof, any and all such membership interests shall be cancelled and forfeited, and shall be null, void and without any legal force or effect. You acknowledge and agree that this grant of the Restricted Shares is good and valuable and sufficient consideration for the cancellation of any and all such membership interests in Management LLC. You further agree to the dissolution of Management LLC and the liquidation thereof, as described herein.
Cancellation of Membership Interests. As of the Effective Time, all Membership Interests issued and outstanding immediately prior to the Effective Time shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each Securityholder shall cease to have any rights with respect to thereto, except the right to receive the right to receive the consideration specified in Section 2.6, payable or issuable, as applicable, in the form set forth above in Section 2.6.
Cancellation of Membership Interests. Any Units that are (a) exchanged for assets distributed or otherwise transferred by the Company or (b) relinquished to, or repurchased by, the Company, shall, in each case, by operation of this Agreement and without any further action on the part of the Member or the Managing Member, be cancelled. Schedule I and the books and records of the Company shall be amended accordingly.
Cancellation of Membership Interests. As of the Effective Date, each membership interest of Acquired Company issued and outstanding on the Effective Date shall be cancelled, and all rights in respect thereof shall cease, and thereafter any and all certificates for such membership interests shall be surrendered and cancelled. The membership interests of Surviving Company issued and outstanding on the Effective Date shall continue to be fully paid and non assessable membership interests of Surviving Company.
Cancellation of Membership Interests. At the Effective Time, all Company Membership Interests shall no longer be outstanding and shall be cancelled and retired and shall cease to exist, and each holder of a Company Membership Interest shall, subject to applicable Law, cease to have any rights with respect thereto, except the right to receive (A) the Merger Consideration in accordance with Section 2.2, and (B) any cash in lieu of fractional shares of AQSP Common Stock payable pursuant to Section 2.1(c). 25030699.144
Cancellation of Membership Interests. Any membership interests of the Company that are owned by Parent, Merger Sub or the Company shall be canceled and retired and shall cease to exist without any conversion thereof.
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Cancellation of Membership Interests. Immediately prior to the Effective Time, each Company Membership Interest owned by Parent or any direct or indirect wholly owned Subsidiary (as defined in Section 2.2(a)) of Parent or the Company, shall be canceled and extinguished without any conversion thereof or payment therefor.

Related to Cancellation of Membership Interests

  • 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.

  • Assignment of Membership Interests The Assignment of Membership Interests shall have been fully executed and delivered to Purchaser.

  • Transfers of Membership Interests (a) A Member may not transfer, assign, sell, pledge, hypothecate or otherwise dispose of any of the attributes of his, her or its Membership Interest (collectively, a “Transfer”), in whole or in part, to any Person without the prior written consent of the Board of Managers, which consent the Board of Managers may withhold in its sole discretion, and any attempted Transfer of a Membership Interest shall be null and void ab initio unless effected in accordance with this Article XI.

  • Ownership of Membership Interests The Member shall own all of the membership interests in the Company and the Member shall have a 100% distributive share of the Company’s profits, losses and cash flow.

  • Transfer of Membership Interest The Sole Member may Transfer any part or all of its rights and interest (including, but not limited to, its Capital Account) in the Company (each a “Membership Interest”) now owned or hereafter acquired to any Person, and the transferee of such Membership Interest shall become a Member of the Company.

  • Transfer of Partnership Interests The foregoing power of attorney shall survive the delivery of an instrument of transfer by any Partner of the whole or any portion of or interest in its Partnership Interest, except that (i) where a Partner becomes a Former Partner, or (ii) where a Transferee of such Partnership Interest has been approved as a successor Partner and the Transferor shall thereupon cease being a Partner (all in accordance with this Agreement), then the power of attorney of the Former Partner or the Transferor Partner, as the case may be, shall survive the cessation of Partner status or the delivery of such instrument of transfer, as the case may be, for the sole purpose of enabling the attorneys-in-fact for such Former Partner or the Transferor Partner (or any of them) to execute, swear to, acknowledge and file any and all instruments necessary to effectuate or reflect such cessation, transfer and succession.

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

  • Transfers of Partnership Interests Except as the Partners may otherwise agree from time to time, a Partner may not Transfer all or any part of its Partnership Interest without the Consent of each other Partner, which Consent may be withheld in the sole discretion of each such other Partner.

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