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 shall have the meaning set forth in Section 8.9(a) hereof.
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Call Interests has the meaning set forth in Section 10.3(a).
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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.

  • 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).

  • 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).

  • 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.

  • Following the delivery of a Call Notice in respect of Call Interests, Grantee shall no longer be entitled to any rights in respect of such Call Interests, including any distributions from the Company (other than the payment of the Redemption Value at such closing).

  • The purchase price to be paid by the Company to Optionee upon exercise by the Company of its Call Right pursuant to this Section 17(a)(i) shall be the Fair Market Value of the Common Stock calculated as of the date of delivery of the Call Notice multiplied by the number of Call Interests.

  • The Call Interests must consist of at least 50% of the shares acquired upon exercise of any Option by Optionee.

  • The Call Notice shall set forth the Redemption Value and the proposed closing date of the purchase of such Call Interests; provided that such closing date shall be proposed to occur within ninety (90) days following such Call Notice.

  • 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.

  • If the JLL Member shall so elect, the JLL Member shall arrange for such Drag-Along Purchaser(s) to purchase the Call Interests at the same time as and upon the same terms and conditions (including all direct or indirect consideration or compensation) at which the JLL Member sells its Interests.

Related to Call Interests

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

  • Capital Interests means any and all shares, interests, participations, rights or other equivalents (however designated) of capital stock, including, without limitation, with respect to partnerships, partnership interests (whether general or limited) and any other interest or participation that confers on a person the right to receive a share of the profits and losses of, or distributions of assets of, such partnership.

  • 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 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.

  • 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 5.1.3.

  • 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.

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

  • 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).

  • Residual Interests As specified in the Preliminary Statement.

  • Assigned Interests has the meaning set forth in Section 2 hereof; and

  • Common Interests of any Person means Capital Interests in such Person that do not rank prior, as to the payment of dividends or as to the distribution of assets upon any voluntary or involuntary liquidation, dissolution or winding up of such Person, to Capital Interests of any other class in such Person.