Call Interests definition

Call Interests means, with respect to the exercise of a given Call Right, the Interests the Managing Member has elected to have purchased by the Company pursuant to such Call Right.
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Call Interests has the meaning set forth in Section 10.3(a).
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Call Interests shall have the meaning set forth in Section 8.9(a) hereof.
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Examples of Call Interests in a sentence

  • There will be no opportunity for a Put Participant or Company to Put or Call Interests that were not Put or Called in a prior Put/Call Notice Period.

  • At such closing, the Called Member shall deliver such documents as the Calling Member may reasonably request to transfer good and indefeasible title to the Call Interests.

  • If the Called Member does not object to the Calling Member’s proposed Fair Market Value within such thirty (30) day period and/or does not engage a Second Call Appraiser, then the Called Member will be deemed to have accepted the Calling Member’s proposed Fair Market Value of the Call Interests.

  • After the Third Call Appraiser has completed its appraisal of the Call Interests, the Fair Market Value of the Call Interests shall then equal the arithmetic average of the two appraisals that are closest together.

  • If Call Rights are exercised pursuant to Section 17(a)(i) or (ii), the Company shall purchase and Optionee shall sell the Call Interests at a date, time and place in Florida to be mutually designated by the Company and Optionee, and if they are unable to agree, by the Company; provided, however, that the date designated for the closing of the purchase and sale shall in no event be more than 45 days from the date of delivery by the Company of the Call Notice.

  • The Call Right Notice shall constitute an irrevocable offer by the Call Right Responsible Member to sell to the Call Right Holder all of the Call Interests held by the Call Right Responsible Member for cash equal to the Call Price, as finally determined in accordance with Section 10.3(e).

  • For purposes of this Section 11.11, the Fair Market Value of the Call Interests shall exclude any value attributable to Section 7.15 and/or the Xxxxx City Opportunity.

  • Notwithstanding any provision hereof to the contrary, from and after the date on which the JLL Member consummates a transaction subject to this Section 8.9, (a) a holder of Call Interests shall have no rights of a Member with respect to the Call Interests sold and purchased in such transaction and (b) such holder of Call Interests shall not seek, nor shall the Company have any obligation, to enforce any such right with respect to such Call Interests.

  • For purposes of this Section 11.11, the Fair Market Value of the Call Interests shall exclude any value attributable to Section 7.15 and/or the Xxxxxx City Opportunity.

  • Upon receipt of the Purchase Notice, such holder shall cooperate with the JLL Member and otherwise take, or cause to be taken, all actions and do, or cause to be done, all things necessary or appropriate to enter into, consummate and make effective the sale and purchase of the Call Interests, together with the Common Interests of the JLL Member (including voting in favor of any merger or similar transaction requiring a vote of the Members).

Related to Call Interests

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

  • Capital Interests in any Person means any and all shares, interests (including Preferred Interests), participations or other equivalents in the equity interest (however designated) in such Person and any rights (other than Debt securities convertible into an equity interest), warrants or options to acquire an equity interest in such Person.

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

  • REMIC I Interests The REMIC I Regular Interests and the Class R-I Certificates.

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

  • Preferred Interests means, with respect to any Person, Equity Interests issued by such Person that are entitled to a preference or priority over any other Equity Interests issued by such Person upon any distribution of such Person’s property and assets, whether by dividend or upon liquidation.

  • Ownership Interests means, with respect to any entity, any ownership interests in the entity and any economic rights (such as a right to distributions, net cash flow or net income) to which the owner of such ownership interests is entitled.

  • Offered Interests has the meaning set forth in Section 8.5(a).

  • 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.

  • LLC Interests shall have the meaning given to such term in Section 6.1.

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

  • Short Interests means any agreement, arrangement, understanding or relationship, including any repurchase or similar so-called “stock borrowing” agreement or arrangement, engaged in, directly or indirectly, by any Proposing Person, the purpose or effect of which is to mitigate loss to, reduce the economic risk (of ownership or otherwise) of shares of any class or series of the Corporation by, manage the risk of share price changes for, or increase or decrease the voting power of, such Proposing Person with respect to the shares of any class or series of the Corporation, or which provides, directly or indirectly, the opportunity to profit from any decrease in the price or value of the shares of any class or series of the Corporation.

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

  • REMIC II Interests means, collectively, the REMIC II Regular Interests and the Class R-II Certificates.

  • Class A Interests means the Units purchased by the Class A Members. The Class A Interests shall comprise sixty-five percent (65%) of the total Interests sold. Class A Percentage Interest shall be determined by calculating the ratio between each Class A Member’s Capital Account in relation to the total capitalization of the Company provided by the Class A Members.

  • Asset Interest is defined in Section 2.1(b).

  • Contributed Interests has the meaning set forth in the recitals to this Agreement.

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

  • Redeemable Capital Interests in any Person means any equity security of such Person that by its terms (or by terms of any security into which it is convertible or for which it is exchangeable), or otherwise (including the passage of time or the happening of an event), is required to be redeemed, is redeemable at the option of the holder thereof in whole or in part (including by operation of a sinking fund), or is convertible or exchangeable for Debt of such Person at the option of the holder thereof, in whole or in part, at any time prior to the Stated Maturity of the Notes; provided that only the portion of such equity security that is required to be redeemed, is so convertible or exchangeable or is so redeemable at the option of the holder thereof before such date will be deemed to be Redeemable Capital Interests. Notwithstanding the preceding sentence, any equity security that would constitute Redeemable Capital Interests solely because the holders of the equity security have the right to require the Company to repurchase such equity security upon the occurrence of a change of control or an asset sale will not constitute Redeemable Capital Interests if the terms of such equity security provide that the Company may not repurchase or redeem any such equity security pursuant to such provisions unless such repurchase or redemption complies with Section 4.07 hereof. The amount of Redeemable Capital Interests deemed to be outstanding at any time for purposes of this Indenture will be the maximum amount that the Company and its Restricted Subsidiaries may become obligated to pay upon the maturity of, or pursuant to any mandatory redemption provisions of, such Redeemable Capital Interests or portion thereof, exclusive of accrued dividends.

  • Uncertificated Lower-Tier Interests Any of the Class LA1, Class LA2, Class LA3, Class LA4, Class LA5, Class LASB, Class LAS, Class LB, Class LC, Class LD, Class LE, Class LF and Class LNR Uncertificated Interests.

  • 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.

  • Subsidiary Interests means, collectively, the issued and outstanding shares of stock of the Subsidiary Debtors as of the Petition Date and any options, warrants or other contractual rights to acquire any shares of stock of the Subsidiary Debtors as of the Petition Date.

  • Class R Residual Interests The Class R-1 and Class R-2 Residual Interests (which shall be transferable only as a unit evidenced by the Class R Certificates, in accordance with the applicable provisions of Section 5.01).

  • Pledged Interests shall have the meaning ascribed to such term in Section 4(j).

  • Class B Membership Interest means a Class B Membership Interest in Holdings.

  • Residual Interests As specified in the Preliminary Statement.