Payments In Respect Of Membership Interests Sample Clauses

Payments In Respect Of Membership Interests. Subject to and upon execution and delivery to the Buyer of the duly executed Letter of Transmittal and, if applicable, the applicable Note Purchase Agreement duly executed and delivered by the Members entitled to receive Notes, the Buyer shall deliver promptly (and in any event no later than the Closing Date or, if such Member has not delivered a Letter of Transmittal and Note Purchase Agreement on or prior to the Closing Date, two Business Days following such Member’s execution and delivery of the same) to each Member that held issued and outstanding Membership Interests as of immediately prior to the Effective Time (x) certificates representing the Aggregate Share Consideration and (y) Notes representing the Aggregate Note Consideration allocable to each such Member determined as follows: (A) first, deliver pro rata to each such Member that held issued and outstanding Class A-1 Interests, Class A-2 Interests or Class B Interests as of immediately prior to the Effective Time, based on the percentages set forth next to each such Member’s name under the heading “Initial Percentage Interests” in Section 4.4(a) of the Company Disclosure Letter, a portion of the shares of Buyer Preferred Stock included in the Aggregate Share Consideration and a portion of the Notes included in the Aggregate Note Consideration (pro rata in proportion to the value of the Aggregate Share Consideration (based upon the closing price per share of a share of Buyer Common Stock on the NYSE on December 14, 2007) and the Aggregate Note Consideration (based on a fair market value equal to the amount set forth on Section 3.3(b) of the Company Disclosure Letter (assuming that all of the Notes have an equal fair market value)) until the aggregate value of the shares of Buyer Preferred Stock (based upon the closing price per share of a share of Buyer Common Stock on the NYSE on December 14, 2007) and Notes (based on a fair market value equal to the amount set forth on Section 3.3(b) of the Company Disclosure Letter (assuming that all of the Notes have an equal fair market value)) so delivered equals the amount set forth in Section 3.3(b)(iii) of the Company Disclosure Letter; provided, except as set forth in the provisos in the last paragraph of this subsection (iii), Triarc Deerfield Holdings, LLC shall receive Series A Notes and each other Member shall receive Series B Notes; and (B) second, deliver the remaining amount of the Aggregate Share Consideration and the Aggregate Note Considerat...
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Payments In Respect Of Membership Interests of Children's --------------------------------------------------------- Equity. The Children's Equity Operating Agreement provides that after the ------ provision for payment of obligations, Children's Equity shall thereafter distribute the remaining assets of Children's Equity to its members in accordance with their respective interest percentages in Children's Equity. The number of membership interests held by each member of Children's Equity as of the date hereof is listed in Schedule 2 hereto, therefore entitling the members, based upon the distribution to which Children's Equity would be entitled under Schedule 4, to the dissolution amounts set forth in Schedule 2. After updating the numbers in Schedule 2 to reflect applicable adjustments to the membership interests held and the fair value of Children's Equity through the date of the distribution of assets under this paragraph (c)(iii) (which adjustments shall be determined in the sole discretion of the manager of Children's Equity based upon the advice of Children's Equity's independent valuation expert), the manager of Children's Equity shall pay, in cash or in kind, as it shall determine in its sole discretion, the amounts to which such members are entitled based upon such adjusted membership interests and valuation under the terms of the Children's Equity Operating Agreement, all as soon as practicable after the dissolution of Children's Equity in accordance with paragraph (c)(i) above. The manager of Children's Equity shall pay, in cash or in kind, as it shall determine in its sole discretion, the amounts to which such members are entitled based upon such membership interests under the terms of the Children's Equity Operating Agreement, all as soon as practicable after the dissolution of Children's Equity in accordance with paragraph (c)(i) above.
Sample 1

Related to Payments In Respect Of Membership Interests

  • Transfers of Membership Interests 8.1. A Member may withdraw from the Company at any time by giving Notice of withdrawal to the Manager at least 180 calendar days before the effective date of withdrawal. Withdrawal will not release a Member from any obligations and liabilities under this Agreement accrued or incurred before the effective date of withdrawal. A withdrawing Member will divest the Member’s entire Membership Interest before the effective date of withdrawal in accordance with and subject to the provisions of this Article VIII. 8.2. Except as expressly provided in this Agreement, a Member will not Transfer any part of the Member’s Membership Interest in the Company, whether now owned or later acquired, unless: (a) the other Members unanimously approve the transferee’s admission to the Company as a Member on that Transfer; and (b) the Membership Interest to be Transferred, when added to the total of all other Membership Interests Transferred in the preceding 12 months, will not cause the termination of the Company under the Code. No Member may Encumber or permit or suffer any Encumbrance of all or any part of the Member’s Membership Interest in the Company unless the Encumbrance has been approved in writing by the Manager. Approval may be granted or withheld in the Manager’s sole discretion. Any Transfer or Encumbrance of a Membership Interest without that approval will be void. Notwithstanding any other provision of this Agreement to the contrary, a Member who is a natural person may Transfer all or any portion of his or her Membership Interest to any revocable trust created for the benefit of the Member, or any combination between or among the Member, the Member’s spouse, and the Member’s issue, provided that the Member retains a beneficial interest in the trust and all of the Voting Interest included in the Membership Interest. A Transfer of a Member’s beneficial interest in the trust, or failure to retain the Voting Interest, will be deemed a Transfer of a Membership Interest. 8.3. If a Member wishes to Transfer any or all of the Member’s Membership Interest in the Company under a Bona Fide Offer (as defined below), the Member will give Notice to the Manager at least 30 days in advance of the proposed sale or Transfer, indicating the terms of the Bona Fide Offer and the identity of the offeror. The Company and the other Members will have the option to purchase the Membership Interest proposed to be transferred at the price and on the terms provided in this Agreement. If the price for the Membership Interest is other than cash, the fair value in dollars of the price will be as established in good faith by the Company. For purposes of this Agreement, “Bona Fide Offer” means an offer in writing setting forth all relevant terms and conditions of purchase from an offeror who is ready, willing, and able to consummate the purchase and who is not an Affiliate of the selling Member. For 30 days after the Notice is given, the Company will have the right to purchase the Membership Interest offered, on the terms stated in the Notice, for the lesser of: (a) the price stated in the Notice (or the price plus the dollar value of noncash consideration, as the case may be); and (b) the price determined under the appraisal procedures set forth in Section 8.8. If the Company does not exercise the right to purchase all of the Membership Interest, then, with respect to the portion of the Membership Interest that the Company does not elect to purchase, that right will be given to the other Members for an additional 30-day period, beginning on the day that the Company’s right to purchase expires. Each of the other Members will have the right to purchase, on the same terms, a part of the interest of the offering Member in the proportion that the Member’s Percentage Interest bears to the total Percentage Interests of all of the Members who choose to participate in the purchase; provided, however, that the Company and the participating Members may not, in the aggregate, purchase less than the entire interest to be sold by the offering Member. If the Company and the other Members do not exercise their rights to purchase all of the Membership Interest, the offering Member may, within 90 days from the date the Notice is given and on the terms and conditions stated in the Notice, sell or exchange that Membership Interest to the offeror named in the Notice. Unless the requirements of Section 8.2 are met, the offeror under this Section 8.3 will become an Assignee, and will be entitled to receive only the share of Profits or other compensation and the return of Capital Contribution to which the assigning Member would have been entitled.

  • 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 LLC 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 LLC Agreement or in violation of any applicable federal or state securities laws.

  • 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.

  • 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.

  • 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.

  • Transfers of Limited Partnership Interests 9.1 Restrictions on Transfer of Limited Partnership Interests. (a) No Limited Partner may offer, sell, assign, hypothecate, pledge or otherwise transfer all or any portion of his Limited Partnership Interest, or any of such Limited Partner’s economic rights as a Limited Partner, whether voluntarily or by operation of law or at judicial sale or otherwise (collectively, a “Transfer”) without the consent of the General Partner, which consent may be granted or withheld in its sole and absolute discretion. Any such purported Transfer undertaken without such consent shall be considered to be null and void ab initio and shall not be given effect. (b) No Limited Partner may withdraw from the Partnership other than as a result of a permitted Transfer of all of its Partnership Interest pursuant to this Article 9. Upon the permitted Transfer or redemption of all of a Limited Partner’s Partnership Interest, such Limited Partner shall cease to be a Limited Partner.

  • Purchase and Sale of Membership Interests Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser shall purchase from Seller, and Seller shall sell, assign, transfer and deliver to Purchaser, the Membership Interests free and clear of any Encumbrances.

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

  • 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.

  • Assignment of Membership Interest A Member may not assign the Member’s interest in the Company except with the written consent of all the other Members of record. Any such consent to assignment automatically entitles the assignee to become a Member. A Member’s membership interest may be evidenced by a certificate of membership interest issued by the Company.

Most Referenced Clauses

Most Referenced Definitions