Agreement Regarding Ownership Interests definition

Agreement Regarding Ownership Interests the Agreement Regarding Ownership Interests dated as of the date hereof among Liberty Media Corporation, News America Holdings Incorporated, LMC Newco U.S., Inc., Fox Regional Sports Holdings, Inc., and Liberty/Fox Sports Financing LLC. Available Cash: for any Fiscal Year or other period, net income (or loss) of the Company determined in accordance with GAAP, adjusted, without duplication, by adding [a] depreciation, amortization and other non-cash charges to the extent deducted in determining net income and deducting [b] [i] the current portion of indebtedness of the Company, [ii] payments required to be paid by the Company within one year after the date of calculation, [iii] prepaid expenses and other cash expenditures to the extent not deducted in determining net income or loss and [iv] reasonable reserves for working capital and contingent liabilities as determined by the unanimous Vote of the Members. Bankruptcy: of a Member will be deemed to have occurred upon the happening of any of the following: [a] the making by such Member of a general assignment for the benefit of creditors; [b] the filing by such Member of a voluntary petition in bankruptcy; [c] the adjudication of such Member as bankrupt or insolvent, or the entry of an order, judgment or decree by any court of competent jurisdiction, granting relief against such Member in any bankruptcy or insolvency proceeding; [d] the filing by such Member of a petition or answer seeking for such Member any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation; [e] the filing by such Member of an answer or other pleading admitting or failing to contest the material allegations of a petition filed against such Member in any proceeding for reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar proceeding under any statute, law or regulation; [f] the valid appointment, with the consent of such Member, of a receiver, trustee or liquidator to administer all or a substantial portion of such Member's assets or its Ownership Interest; or [g] the valid appointment, without the consent of such Member, of a receiver, trustee or liquidator to administer all or a substantial portion of such Member's assets or its Ownership Interest, if such appointment is not vacated or stayed within 90 days after such appointment or, if stayed, such appointment is not vacated within 90 days after such stay. Business D...
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Agreement Regarding Ownership Interests the Agreement Regarding Ownership Interests dated as of April 29, 1996 among Liberty Media Corporation, News America Holdings Incorporated, LMC Newco U.S., Inc., Fox Regional Sports Holdings, Inc., and Liberty/Fox Sports Financing LLC, as amended from time to time.
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Examples of Agreement Regarding Ownership Interests in a sentence

  • Except as otherwise provided in the Agreement Regarding Ownership Interests, any secured party will be entitled, with respect to the security interest granted, only to the allocations and Distributions to which the assigning Member would be entitled under this Agreement, and only if, as and when such allocations and Distributions are made by the Company, and to receive any necessary tax reporting information.

  • Except as otherwise provided in the Agreement Regarding Ownership Interests, in no event will any secured party be entitled to foreclose upon (or receive a Transfer in lieu of foreclosure of) any such secured interest or to exercise any rights of a Member under this Agreement (unless and until such Person is admitted as a substitute Member), and such secured party may look only to such Member for the enforcement of any of its rights as a creditor.

  • All such loans to the Company will be due and payable at the closing of a transaction pursuant to Section 2.2, 2.3, 2.4, or 2.5 of the Agreement Regarding Ownership Interests whereby the lender and its Affiliates sell all their interests in the Company.

  • All such loans from the Company to a Divisional Company will be due and payable at the closing of a transaction pursuant to Section 2.2, 2.3, 2.4 or 2.5 of the Agreement Regarding Ownership Interests in which either Member Group sells all of its Interests in the Divisional Company.

  • The Members will exercise their management control by Vote, subject to any restrictions on a Member's right to Vote as provided in Section 3.5 of the Agreement Regarding Ownership Interests.

  • Subject to the requirements set forth in --------------------- 13.4, a Person may Transfer all (but not less than all) of such Person's Ownership Interest to any Person to whom such Ownership Interest is permitted to be transferred pursuant to the Agreement Regarding Ownership Interests and, in case of any such Transfer, except as otherwise provided in the Agreement Regarding Ownership Interests, the Transferee will be admitted as a Member as of the effective date thereof.

Related to Agreement Regarding Ownership Interests

  • Ownership Interests means, with respect to any Person, all of the shares of Capital Stock of such Person and all debt securities of such Person that can be converted or exchanged for Capital Stock of such Person, whether voting or nonvoting, and whether or not such Capital Stock or debt securities are outstanding on any date of determination.

  • Controlling ownership interest means ownership of or entitlement to more than twenty-five percent of shares or capital or profits of the company;

  • Indirect Ownership Interest means an ownership interest in an entity that has an ownership interest in another entity. Indirect ownership interest includes an ownership interest in an entity that has an indirect ownership interest in another entity.

  • Membership Interests has the meaning set forth in the recitals.

  • Beneficial Ownership Interest means the right to receive payments and notices with respect to the Bonds held in a Book Entry System.

  • Applicable Ownership Interest means, with respect to the Treasury portfolio,

  • Pledged Partnership Interests means all interests in any general partnership, limited partnership, limited liability partnership or other partnership including, without limitation, all partnership interests listed on Schedule 4.4(A) under the heading “Pledged Partnership Interests” (as such schedule may be amended or supplemented from time to time) and the certificates, if any, representing such partnership interests and any interest of such Grantor on the books and records of such partnership or on the books and records of any securities intermediary pertaining to such interest and all dividends, distributions, cash, warrants, rights, options, instruments, securities and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such partnership interests.

  • Residual Ownership Interest Any record or beneficial interest in the Class R Certificates.

  • Partnership Interests shall have the meaning specified in Section 6.3 [Subsidiaries].

  • Transferred Interests has the meaning set forth in the Recitals.

  • Intercompany Interests means an Interest in a Debtor held by another Debtor and, for the avoidance of doubt, excludes the Existing Equity Interests.

  • Company Interests has the meaning set forth in the Recitals.

  • Derivative Partnership Interests means any options, rights, warrants, appreciation rights, tracking, profit and phantom interests and other derivative securities relating to, convertible into or exchangeable for Partnership Interests.

  • Purchased Interests has the meaning set forth in the Recitals.

  • Limited Partnership Interest means the ownership interest of a Limited Partner in the Partnership at any particular time, including the right of such Limited Partner to any and all benefits to which such Limited Partner may be entitled as provided in this Agreement and in the Act, together with the obligations of such Limited Partner to comply with all the provisions of this Agreement and of such Act.

  • Ownership Interest As to any Certificate, any ownership or security interest in such Certificate, including any interest in such Certificate as the Holder thereof and any other interest therein, whether direct or indirect, legal or beneficial, as owner or as pledgee.

  • Pledged Partnership Agreements means all of each Grantor’s rights, powers, and remedies under the partnership agreements of each of the Pledged Companies that are partnerships.

  • Contributed Interests has the meaning set forth in the recitals.

  • Ownership Restrictions means collectively the Ownership Limit as applied to Persons other than the Initial Holder or Look-Through Entities, the Initial Holder Limit as applied to the Initial Holder and the Look-Through Ownership Limit as applied to Look-Through Entities.

  • LLC Interests shall have the meaning given to such term in Section 5.1.3.

  • Partnership Interest means an ownership interest in the Partnership held by either a Limited Partner or the General Partner and includes any and all benefits to which the holder of such a Partnership Interest may be entitled as provided in this Agreement, together with all obligations of such Person to comply with the terms and provisions of this Agreement.

  • Class B Interests As set forth in the Trust Agreement.

  • Membership Rights means all of the rights of a Member in the Company, including a Member’s: (a) Interest; (b) right to inspect the Company’s books and records; (c) right to participate in the management of and vote on matters coming before the Company; and (d) unless this Operating Agreement or the Certificate of Formation provide to the contrary, right to act as an agent of the Company.

  • Company IP Agreements means all licenses, sublicenses, consent to use agreements, settlements, coexistence agreements, covenants not to xxx, permissions and other Contracts (including any right to receive or obligation to pay royalties or any other consideration), whether written or oral, relating to Intellectual Property to which the Company is a party, beneficiary or otherwise bound.