CCP Master Fund Interests definition

CCP Master Fund Interests means the percentages of limited partnership interests of the CCP Master Fund that shall be transferred by Sellers to Buyers as of the Closing, in each case as reflected on Exhibit A and determined based on aggregate Feeder Fund Investor participation in the Feeder Fund Tender Offers as completed following execution of this Agreement.

Examples of CCP Master Fund Interests in a sentence

  • Each Seller has good and marketable title to its respective portion of the CCP Master Fund Interests, free and clear of all Encumbrances except Permitted Encumbrances.

  • Unless this Agreement shall have been terminated pursuant to Section 8.3, subject to the terms and the conditions of this Agreement, each Buyer (including the Offshore Feeder, indirectly through the Offshore Blocker) shall purchase its pro rata share, and each Seller shall sell its pro rata share, of the CCP Master Fund Interests, free and clear of all Encumbrances (other than Permitted Encumbrances), for an aggregate amount in cash equal to the Purchase Price.

  • Upon payment of the Purchase Price, Buyers will acquire good and marketable title to the CCP Master Fund Interests, free and clear of all Encumbrances except Permitted Encumbrances.

  • Subject to the provisions of this Agreement, the CCP Master Fund hereby consents to the transfer of the CCP Master Fund Interests to Buyers and consummation of the Contemplated Transactions upon the Closing.

  • Buyers have sought such accounting, legal and tax advice as considered necessary to make an informed investment decision with respect to the acquisition of the CCP Master Fund Interests.

  • Buyers understand that investment in the CCP Master Fund Interests involves a high degree of risk.

  • All of the CCP Master Fund Interests have been validly issued and fully paid.

  • Buyers acknowledge that the CCP Master Fund Interests have not been registered under the Securities Act and that the CCP Master Fund Interests may not be sold, transferred, offered for sale, assigned, pledged, hypothecated or otherwise disposed of unless such transfer, sale, assignment, pledge, hypothecation or other disposition is pursuant to the terms of an effective registration statement under applicable Securities Laws or sold pursuant to an exemption from registration thereunder.

  • Percentages of CCP Master Fund Interests to be Sold by Each Seller and Bought by Each Buyer.

Related to CCP Master Fund Interests

  • 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.

  • Related interests means the interests of a coastal State directly affected or threatened by a wreck, such as:

  • 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.

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

  • Allocated interests means the following interests allocated to each unit:

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

  • Deemed Partnership Interest Value means, as of any date with respect to any class of Partnership Interests, the Deemed Value of the Partnership Interests of such class multiplied by the applicable Partner's Percentage Interest of such class.

  • 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.

  • 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.

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

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

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

  • Capital Securities means undivided beneficial interests in the assets of the Trust which rank pari passu with Common Securities issued by the Trust; provided, however, that upon the occurrence and continuance of an Event of Default (as defined in the Declaration), the rights of holders of such Common Securities to payment in respect of distributions and payments upon liquidation, redemption and otherwise are subordinated to the rights of holders of such Capital Securities.

  • Common Unitholder means a Member who is the registered holder of Common Units.

  • Class A LP Units means the Class A limited partnership units of the Partnership.

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

  • Class B LP Units means, collectively, the Class B limited partnership units of the Partnership, and “Class B LP Unit” means any one of them.

  • 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.

  • General Partnership Interest means a Partnership Interest held by the General Partner that is a general partnership interest.

  • Class A Members means those Members who have purchased Class A Interests.

  • Common Interest means employers engaged in the same industry or members of an Oklahoma trade association that has been in business for at least five (5) years.

  • 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.

  • Class B Members means the Members holding Class B Units.

  • Class B Interest Each of the Class B-1 and Class B-2 Interests.

  • Member Interest means an equity interest of a Member in the Company and includes any and all benefits to which such Member is entitled as provided in this Agreement, together with all obligations of such Member pursuant to the terms and provisions of this Agreement.

  • Virginia venture capital account means an investment fund that has been certified by the