Payments in Respect of Membership Interests of ZB Holdings Sample Clauses

Payments in Respect of Membership Interests of ZB Holdings. The ZB Holdings Operating Agreement provides that after the provision for payment of obligations, expenses of liquidation and setting up reserves, the board of directors shall thereafter distribute the remaining assets of ZB Holdings to the members of ZB Holdings in proportion to the positive Capital Account (as defined in the ZB Holdings Operating Agreement) balances in the members' respective Capital Accounts determined after giving effect to all contributions and distributions for all periods, and after taking into account all Capital Account adjustments for the ZB Holdings taxable year during which the liquidation occurs. After taking into account the foregoing factors, the Capital Accounts of each member of ZB Holdings as of October 28, 2000 are as listed in Schedule 4 hereto, therefore entitling the members, based upon the book value of ZB Holdings as of October 28, 2000, to the dissolution amounts set forth in Schedule 4. After updating the numbers in Schedule 4 to reflect applicable adjustments to the Capital Accounts and the fair value of ZB Holdings through the date of the distribution of assets under this paragraph (b)(iv) (which adjustments shall be determined in the sole discretion of the President of ZB Holdings based upon the advice of ZB Holdings' independent valuation expert), the officers of ZB Holdings shall pay, in cash or in kind, as they shall determine in their sole discretion, the amounts to which such members are entitled based upon such adjusted Capital Accounts and valuation under the terms of the ZB Holdings Operating Agreement, all as soon as practicable after the dissolution of ZB Holdings in accordance with paragraph (b)(i) above. The officers of ZB Holdings shall pay, in cash or in kind, as they shall determine in their sole discretion, the amounts to which such members are entitled based upon such Capital Accounts under the terms of the ZB Holdings Operating Agreement, all as soon as practicable after the dissolution of ZB Holdings in accordance with paragraph (b)(i) above. It is understood and agreed that in effectuating the distribution pursuant to this paragraph (b)(iv), ZB Direct will first receive an amount of assets equal to the value of the liabilities it assumed pursuant to paragraph (b)(iii) above, and the remaining assets will be distributed to the members of ZB Holdings in proportion to the positive Capital Account balances in the members' respective Capital Accounts. In furtherance of the foregoing, effective im...
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Related to Payments in Respect of Membership Interests of ZB Holdings

  • Transfers of Membership Interests Except as set forth in this Article 9 or elsewhere in this Agreement, no Investor may Transfer all or any part of such Investor’s Shares; provided, however, that an Investor may, with the prior written consent of the Manager, which consent may be withheld or denied for any reason, and upon compliance with this Article 9, Transfer all or a portion of such Investor’s Shares. In the case of any attempted or purported Transfer of a Share not in compliance with this Agreement, the transferring Investor may be designated as a “Defaulting Member”. Notwithstanding the foregoing, unless agreed to by the Manager in writing, no Investor may enter into, create, sell or Transfer any financial instrument or contract the value of which is determined in whole or in part by reference to the Fund (including the amount of Fund distributions, the value of the Fund Assets, or the results of Fund operations), within the meaning of Section 1.7704-1(a)(2)(i)(B) of the Regulations.

  • 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.

  • Pledged Equity Interests, Investment Related Property (a) it is the record and beneficial owner of the Pledged Equity Interests free of all Liens, rights or claims of other Persons and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any Pledged Equity Interests;

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

  • 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.

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

  • Redemption of Partnership Interests of Non-citizen Assignees (a) If at any time a Limited Partner or Assignee fails to furnish a Citizenship Certification or other information requested within the 30-day period specified in Section 4.9(a), or if upon receipt of such Citizenship Certification or other information the General Partner determines, with the advice of counsel, that a Limited Partner or Assignee is not an Eligible Citizen, the Partnership may, unless the Limited Partner or Assignee establishes to the satisfaction of the General Partner that such Limited Partner or Assignee is an Eligible Citizen or has transferred his Partnership Interests to a Person who is an Eligible Citizen and who furnishes a Citizenship Certification to the General Partner prior to the date fixed for redemption as provided below, redeem the Partnership Interest of such Limited Partner or Assignee as follows:

  • Ownership Interest, Etc The Seller shall (and shall cause the Servicer to), at its expense, take all action necessary or desirable to establish and maintain a valid and enforceable undivided percentage ownership or security interest, to the extent of the Purchased Interest, in the Pool Receivables, the Related Security and Collections with respect thereto, and a first priority perfected security interest in the Pool Assets, in each case free and clear of any Adverse Claim, in favor of the Administrator (for the benefit of the Purchasers), including taking such action to perfect, protect or more fully evidence the interest of the Administrator (for the benefit of the Purchasers) as the Administrator, may reasonably request.

  • 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.

  • Equity Interests and Ownership The Equity Interests of each of Borrower and its Subsidiaries have been duly authorized and validly issued and are fully paid and non-assessable. Except as set forth on Schedule 4.2, as of the date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which Borrower or any of its Subsidiaries is a party requiring, and there is no membership interest or other Equity Interests of Borrower or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Borrower or any of its Subsidiaries of any additional membership interests or other Equity Interests of Borrower or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase a membership interest or other Equity Interests of Borrower or any of its Subsidiaries. Schedule 4.2 correctly sets forth the ownership interest of Borrower and each of its Subsidiaries as of the Third Restatement Date.

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