Changes in Company Interests Sample Clauses

Changes in Company Interests. Upon the contribution to, or distribution from, the Company of Property in connection with admission to, or retirement from the Company of a Member or a change in the interest of a Member in the Company, the assets of the Company shall be revalued on the books of the Company to reflect the fair market value of such assets at the time of the occurrence of such event, and the Capital Accounts of the Members shall be adjusted in the manner provided under Treasury Regulation Section 1.704-1(b)(2)(iv)(f) and (g).
Sample 1Sample 2
AutoNDA by SimpleDocs
Changes in Company Interests. Subject to Code § 706 and the Regulations thereunder (if any), if during any taxable year of the Company there is a change in the ownership of part or all of a Member’s Company Interest (including without limitation as a result of a Transfer of all or a portion of such Company Interest) or there is a change in any Member’s Percentage Interest (including without limitation as a result of the admission of an Additional Member), then, except as hereinafter in this Section 17.6 provided, the Company’s net profits and losses for such taxable year of the Company (including, for income tax purposes, all items of income, gain, loss and deduction) and items of Company credit for such taxable year of the Company required to be allocated pursuant to Article 7 shall be allocated among the Members with respect to the Percentage Interests of the Members during such taxable year of the Company in proportion to the number of days in such taxable year of the Company during which each such Member owned such Company Interest (or portion thereof) or had such Percentage Interest, as disclosed by the Company’s records. Subject to Code § 706 and the Regulations thereunder (if any), the allocations required by this Section 17.6 shall be made without regard to the results of Company operations during the period of such taxable year of the Company during which any Member owned such Company Interest (or portion thereof) or had such Percentage Interest. Notwithstanding the foregoing, but subject to Code § 706 and the Regulations thereunder (if any), items of Company Profit or Loss earned or incurred on the sale, exchange or other disposition of any Company asset other than in the ordinary course of the Company’s business, and items of Company credit, shall be allocated to the Member owning the Company Interest (or portion thereof) or having the Percentage Interest at the time of the closing of such sale, exchange or other disposition of such Company asset other than in the ordinary course of the Company’s business, or at the time the property with respect to which a credit is allowed is placed in service.
Sample 1

Related to Changes in Company Interests

  • Partnership and Limited Liability Company Interests Except as previously disclosed to the Administrative Agent, none of the Collateral consisting of an interest in a partnership or a limited liability company (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a Security governed by Article 8 of the UCC, (iii) is an Investment Company Security, (iv) is held in a Securities Account or (v) constitutes a Security or a Financial Asset.

  • 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.

  • Transfers of Limited Partnership Interests 9.1 Restrictions on Transfer of Limited Partnership Interests.

  • Registration and Transfer of Limited Partner Interests (a) The General Partner shall keep or cause to be kept on behalf of the Partnership a register in which, subject to such reasonable regulations as it may prescribe and subject to the provisions of Section 4.5(b), the Partnership will provide for the registration and transfer of Limited Partner Interests.

  • Right to Acquire Limited Partner Interests (a) Notwithstanding any other provision of this Agreement, if at any time the General Partner and its Affiliates hold more than 80% of the total Limited Partner Interests of any class then Outstanding, the General Partner shall then have the right, which right it may assign and transfer in whole or in part to the Partnership or any Affiliate of the General Partner, exercisable in its sole discretion, to purchase all, but not less than all, of such Limited Partner Interests of such class then Outstanding held by Persons other than the General Partner and its Affiliates, at the greater of (x) the Current Market Price as of the date three days prior to the date that the notice described in Section 15.1(b) is mailed and (y) the highest price paid by the General Partner or any of its Affiliates for any such Limited Partner Interest of such class purchased during the 90-day period preceding the date that the notice described in Section 15.1(b) is mailed.

  • 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.

  • Certification of Limited Liability Company and Limited Partnership Interests Each interest in any limited liability company or limited partnership controlled by any Grantor and pledged hereunder shall be represented by a certificate, shall be a “security” within the meaning of Article 8 of the New York UCC and shall be governed by Article 8 of the New York UCC.

  • Nature of Limited Partner Interests All Limited Partner Interests issued pursuant to, and in accordance with the requirements of, this Article V shall be fully paid and non-assessable Limited Partner Interests in the Partnership, except as such non-assessability may be affected by Sections 17-303, 17-607 or 17-804 of the Delaware Act.

  • Limited Liability Company Interests Interests in the Company shall be represented by Units, or such other Equity Securities in the Company, or such other Company securities, in each case as the Managing Member may establish in its sole discretion in accordance with the terms hereof. As of the date hereof, the Units are comprised of one Class: “Class A Units”.

Time is Money Join Law Insider Premium to draft better contracts faster.