Economic Interests Sample Clauses

Economic Interests. The Economic Interests held by each Member will be divided into and represented by Percentage Interests, and there will initially be one class of Percentage Interests. The holders of Percentage Interests will have the voting and economic rights set forth in this Agreement. References in this Agreement to “Percentage Interests” will include all Percentage Interests outstanding as of the relevant date and the Economic Interests for each Member (expressed as a percentage) shall be set forth on Exhibit B.
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Economic Interests. The Class A Units shall represent Limited Partner Interests in the Partnership, and shall not be entitled to any distributions from the Partnership, except that, upon any liquidation, dissolution or winding up of the Partnership, the Class A Units in the aggregate shall be entitled to an aggregate distribution of $100 prior and in preference to any distribution of any assets of the Partnership to the holders of any other class or series of Partnership Securities. For the avoidance of doubt, each Class A Unitholder shall receive its pro rata share of such $100 based on the number of Class A Units outstanding at the time of any such liquidation, winding up or dissolution.
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Economic Interests. 9.1 Each of the Parties acknowledges and agrees that: (a) the payment by each of the Buyer Parties to MMC at Closing of the cash and/or other consideration provided for in such Buyer Party’s respective Share Purchase Agreement and this Agreement in exchange for all of the issued and outstanding shares of the respective Purchased Entity is based on such Purchased Entity owning and holding at Closing such undivided interests in the Production Leases and Exploration Licenses as are set forth in Exhibit “O” attached hereto in accordance with the terms of the ACA, the applicable ATAs and this Agreement; (b) under the petroleum laws of Turkey the transfer of certain of the PTI Production Lease Interests, the CRBV Exploration License Interests, the CRBV Production Lease Interests and the TBNG Exploration License Interests is legally effective once GDPA Approval is obtained, and that no party has reason to believe (based on, among other things, advice of Turkish legal counsel) that such GDPA Approval will not be granted in a timely manner and without conditions; and (c) TBNG shall grant to CRBV and PTI the economic interests required to be granted by TBNG in, and subject to the terms and conditions of, the CRBV NPI Agreement and the PTI NPI Agreement, and PTI shall grant to CRBV and TBNG the economic interests required to be granted by PTI in, and subject to the terms and conditions of, the CRBV NPI Agreement and the TBNG NPI Agreement. 9.2 In the event that at any time, whether before or after Closing, TWL, Valeura or PTI Holdings determines in its discretion, acting reasonably, that the NPI Agreements do not properly reflect the economic interests of TBNG, PTI or CRBV, in each case as a grantee under the applicable NPI Agreement, or does not provide such Party with adequate protection or assurances of its economic interests, as grantee thereunder, all Parties (other than MMC) shall upon written notice from any other affected Party enter such agreements or arrangements as such Party may reasonably request to so reflect or protect such economic interests. 9.3 Each Buyer Party shall do all things necessary to cause its respective Purchased Entity to give effect to the terms and provisions of the ACA, the ATAs, and the NPI Agreements and to comply in all respects with all of the obligations and liabilities of such Purchased Entity under such agreement.
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Economic Interests. Except as set forth on SCHEDULE 3.7 hereto, the Company has 100% economic interest in all of the insurance business included in the Financial Statements for the Company. The Company has an economic interest in the insurance business of each of the Partnerships and AgPro to the extent set forth in SCHEDULE 3.7. The business amounts set forth in SCHEDULE 3.7 do not include any contingent commission amounts.
Sample 1
Economic Interests. The Class A Units shall represent Limited Partner Interests in the Partnership, and shall not be entitled to any distributions from the Partnership, except that, upon any liquidation, dissolution or winding up of the Partnership, the Class A Units in the aggregate shall be entitled to an aggregate distribution of $100 prior and in preference to any distribution of any assets of the Partnership to the holders of any other class or series of Partnership
Sample 1
Economic Interests. Each Seller or † Management Company is the sole lawful record and beneficial owner of the Economic Interest set forth opposite such Seller’s name as set forth on Schedule B, which ownership is free and clear of all Liens (other than Permitted Interest Liens and any other Liens that will be released at or prior to Closing). Upon the sale of the Economic Interests and † Management Company to Purchaser at Closing pursuant to this Agreement, Purchaser will acquire (directly or through its acquisition of † Management Company) the entire legal and beneficial interest in, and good and marketable title to, such Economic Interests, free and clear of all Liens other than Permitted Interest Liens.
Sample 1
Economic Interests. Any Partner may Transfer its Economic Interests in the Partnership to an Affiliate.
Sample 1
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Economic Interests. On the LLC Effective Date, each Special Circumstance Unitholder shall receive one (1) Class B LLC Unit (or fraction thereof) for each Special Circumstance Unit (or fraction thereof) then owned by (or held for the benefit of) such Special Circumstance Unitholder as of the LLC Record Date. The issuance of the Class B LLC Units shall not be deemed to be a new investment by the Special Circumstance Unitholders, rather the mandatory conversion of each such Special Circumstance Unit into the Class B LLC Units which represent all of the economic interest of the Class B LLC Interest. Any Unitholder that is not a Special Circumstance Unitholder shall have no rights or interests of any type or nature in the JWH Special Circumstance LLC or to or with respect to any of the Special Circumstance LLC Assets, including without limitation the Special Circumstance Claims and the Claims Cash.
Sample 1

Related to Economic Interests

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

  • Shares; Membership Interests (a) The total of the membership interests in the Company shall be divided into (i) Class A Ordinary Shares having the rights and preferences as set forth herein (the “Class A Ordinary Shares”), (ii) Class A Preferred Shares having the rights and preferences as set forth herein (the “Class A Preferred Shares” and, together with the Class A Ordinary Shares, the “Class A Shares”), (iii) Class B Ordinary Shares having the rights and preferences as set forth herein (the “Class B Ordinary Shares”), and (iv) Class C Ordinary Share having the rights and preferences as set forth herein (the “Class C Ordinary Share” and, together with the Class A Ordinary Shares, the Class A Preferred Shares and the Class B Ordinary Shares, the “Shares” and each a “Share”). Class A Ordinary Shares, Class A Preferred Shares and Class B Ordinary Shares shall have the same rights, powers and duties, except as otherwise set forth in this Agreement. The number of Class A Ordinary Shares shall be limited to the maximum number of Class A Ordinary shares offered in the Offering, plus (i) the number of Class A Ordinary Shares which may be issued upon conversion of the Class A Preferred Shares, plus (ii) the number of Class A Ordinary Shares which may be issued upon conversion of the Class B Ordinary Shares. The number of Class A Preferred Shares shall be limited to the number of Class A Preferred Shares which may be issued pursuant to the Management Services Agreement. The number of Class B Ordinary Shares shall be limited to up to 1,000. The number of Class C Ordinary Shares shall be limited to one. Class A Preferred Shares issued pursuant to the Management Services Agreement (“ASA Shares”) may be subject to vesting provisions as set forth in the Management Services Agreement. The Shares of the Members shall be as set forth on Exhibit A attached hereto, which may be updated as set forth herein. For the avoidance of doubt, in the event that all of the Class A Ordinary Shares are not sold pursuant to the Offering, the Board shall, upon the final closing of the Offering, issue a number of Class A Ordinary Shares to the Initial Member equal to the aggregate number of Class A Ordinary Shares that remain unsold in the Offering, as repayment in full of any and all obligations owing to the Initial Member in respect of advances made to acquire the Artwork and true-up fees payable to the Initial Member. The name and mailing address of each Member or such Member’s representative shall be listed on the books and records of the Company maintained for such purpose by the Company or the Transfer Agent. (b) Prior to the date hereof and as set forth in the Original Agreement, the Initial Member has been issued 100% of the membership interests in the Company in return for a capital contribution of $100 (the “Prior Interests”). Upon execution of this Agreement, the Prior Interests shall be automatically converted into 1,000 Class B Ordinary Shares. As of the date of such conversion, the Class B Ordinary Shares shall constitute all of the membership interests of the Company and, prior to the issuance of Class A Ordinary Shares, Class A Preferred Shares and Class C Ordinary Share, shall have all of the rights and privileges of 100% of the membership interests in the Company afforded pursuant to this Agreement and applicable law. (c) Notwithstanding any provision to the contrary in this Agreement, the Board shall have full power and authority to schedule one or more closings to issue Class A Ordinary Shares and admit Members to the Company in accordance with the provisions of this Agreement. Any Person that acquires Class A Ordinary Shares and is admitted as a Member of the Company after the date hereof, shall, in connection with such Member’s acquisition of such Class A Ordinary Shares, be deemed to pay to the Company such Member’s pro rata share of any amounts used to acquire the Artwork, including any true-up fees and any other amounts paid to the Company by the previously admitted Members. (d) The Class A Members may elect to convert their Class A Preferred Shares into Class A Ordinary Shares, in whole or in part, at any time prior to the consummation of the Sale of the Artwork, subject to the terms and conditions herein, for no additional consideration. Each Class A Preferred Shares will automatically convert to one Class A Ordinary Share upon any Transfer of such Class A Preferred Shares to an entity that is not an Affiliate of the Administrator. (e) The Class B Members may elect to convert their Class B Ordinary Shares into Class A Ordinary Shares, in whole or in part, at any time prior to the consummation of the Sale of the Artwork, subject to the terms and conditions herein, for no additional consideration pursuant and to the following conversion formula: The number of Class A Ordinary Shares issuable upon conversion of Class B Ordinary Shares shall equal (A) the Value Increase, multiplied by (B) the Conversion Percentage, multiplied by (C) 20%, divided by (D) the Class A Ordinary Share Value. For purposes herein:

  • Partnership Interests Except as may otherwise be provided herein, each Partner’s percentage interest in the assets, profits, and distributions of the Partnership (“Partnership Interest”) shall be as set forth in Exhibit B attached hereto and incorporated herein by reference.

  • Membership Interest The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.

  • Partnership Interest Except as provided in this Agreement and the Transferor Partnership Agreement, no right (contingent or otherwise) to purchase or acquire the Transferor Partnership Interests held by such Transferor Partner is authorized or outstanding. Except as disclosed on Schedule 5.34, such Transferor Partner owns and holds the Transferor Partnership Interests set forth opposite its name on Schedule I beneficially and of record free and clear of any liens, pledges and encumbrances of any kind whatsoever and free of any rights of assignment of any third party. Prior to the Closing, all liens disclosed on Schedule 5.34 will be paid in full. Upon the Closing, good, valid, marketable, and indefeasible title to such Transferor Partnership Interests shall be vested in the BRI Partnership free and clear of any lien, claim, charge, pledge, encumbrance, limitation, agreement or instrument whatsoever. The provisions of this Section 5.34 shall survive the Closing indefinitely.

  • Ownership Interests The ownership interest of each member of the Company will be expressed in terms of a percentage that is set out in Exhibit A, attached and made part of this Agreement. The total ownership interests of all members will always equal one-hundred percent (100%). The existing members will determine the ownership interest of any new members prior to admission to 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.

  • 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 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. (b) To the fullest extent permitted by law, any purported transfer of any Membership Interest in violation of the provisions of this Agreement shall be wholly void and shall not effectuate the transfer contemplated thereby. Notwithstanding anything contained herein to the contrary and to the fullest extent permitted by law, the Member may not transfer any Membership Interest in violation of any provision of this Agreement or in violation of any applicable federal or state securities laws.

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