Other Ownership Interests Sample Clauses

Other Ownership Interests. 2 Parent................................................................ 1
Sample 1
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Other Ownership Interests. During the Ownership Period, no other person has any right to obtain or acquire any general partnership, limited partnership or other ownership or equity interest (including, without limitation, any option or other right to purchase or acquire any such general partnership, limited partnership or other ownership or equity interest), in or to any of the Partnerships or its capital, profits or distributions.
Sample 1
Other Ownership Interests. Such other ownership interests and equity investments in third parties held by TWC LLC that TWCI and TWC LLC hereinafter may agree should be transferred to TWCI instead of having TWCE succeed to such assets as a result of the merger of TWC LLC into TWCE contemplated in Section 2.6.
Sample 1
Other Ownership Interests. Percentage Ownership Direct Owner --------- ------------------------- Air2Web, Inc. 23% iGate Holding Corporation Bluewater Information Convergence, Inc. 9% iGate Ventures I, L.P. Brainbench, Inc. 8% iGate Ventures I, L.P. eNDP 8% iGate Ventures I, L.P. SCHEDULE 4.03 SUBSIDIARIES AND OTHER OWNERSHIP INTERESTS (continued) Escend Technologies, Inc. 12% iGate Ventures I, L.P. SpeechWorks International, Inc. (less than)1% iGate Ventures I, L.P. vCampus Corporation 14.4% iGate Ventures I, L.P. Versata, Inc. 0.1% iGate Ventures I, L.P. Xpede, Inc. 3.8% iGate Ventures I, L.P. SCHEDULE 4.07 LITIGATION itiliti, Inc. ("itiliti") was the defendant and counter-claimant in an arbitration suit brought by Xxxxx Xxxxxx ("Hunter"), the former President of itiliti, resulting from a dispute as to certain obligations of the parties upon the termination of Hunter's employment. A binding Award of the Arbitrator dated August 16, 2001 orders itiliti to redeem all shares of itiliti stock held by Hunter for a price equal to the fair market value of such shares on the day of Hunter's termination, plus interest at a rate of 6% per annum. The fair market value of the shares is to be calculated in accordance with the Employment and Non-Competition Agreement between itiliti and Hunter. In addition, itiliti is ordered to issue an amended W-2 to reflect a reduction in Hunter's taxable income as reflected thereon, and itiliti and Hunter are ordered to bear equally aggregate arbitration fees and expenses of approximately $10,000.
Sample 1
Other Ownership Interests. Neither NATCO nor any of its Subsidiaries owns any shares of capital stock or other equity securities of, or equity interest in, any Person (other than the Subsidiaries), or is obligated to make a capital contribution to or other equity investment in such a Person.
Sample 1
Other Ownership Interests. No Person has any right to obtain or acquire any limited liability company membership or other ownership or equity interest (including, without limitation, any option or other right to purchase or acquire any such limited liability company membership or other ownership or equity interest), in or to the Company. No Person has any right to obtain or acquire any general partnership, limited partnership, limited liability company membership or other ownership or equity interest (including, without limitation, any option or other right to purchase or acquire any such general partnership, limited partnership, limited liability company membership or other ownership or equity interest), in or to any of the Subsidiaries.
Sample 1

Related to Other Ownership Interests

  • 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.

  • No Ownership Interest Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the Covered Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the Stockholder, and Parent shall have no authority to direct the Stockholder in the voting or disposition of any of the Covered Shares, except as otherwise provided herein.

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

  • 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.

  • 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:

  • 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.

  • 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.

  • 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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