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.
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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.

  • Except for approval by the Board of Directors of the CCP Master Fund (“ CCP Master Fund Approvals”), the execution, delivery and performance by the CCP Master Fund of this Agreement and the consummation by the CCP Master Fund of the Contemplated Transactions do not require any consent from, registration, declaration or other filing with or approval or authorization of any Governmental Authority or any third party by or with respect to the CCP Master Fund or the CCP Master Fund Interests.

  • 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.

  • Buyers are acquiring the CCP Master Fund Interests for their own accounts with the present intention of holding such securities for investment purposes and not with a view to, or for sale in connection with, any distribution of such securities in violation of any Securities Laws.

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

  • Sellers in the aggregate hold one hundred percent (100%) of the issued and outstanding limited partnership interests of the CCP Master Fund, including the CCP Master Fund Interests.

  • There are no provisions under Jersey law which confer rights of pre-emption upon the issue or sale of any class of shares in the Company.

  • At the Closing, Sellers shall deliver to Buyers one or more instruments of assignment, in a form reasonably satisfactory to Sellers and Buyers, that evidence transfer of the CCP Master Fund Interests to Buyers, provide consent of the CCP Master Fund general partner to such transfer and confirm that Buyers will be a member of CCP Master Fund effective upon Closing.

  • 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.

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.

  • 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 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.

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

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

  • 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.

  • 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 the limited liability company membership interest represented by the Common Units owned by a Common Member in the Company at any particular time, including the right of such Common Member to any and all benefits to which a Common Member may be entitled as provided in the Act, this Agreement, or otherwise, together with the obligations of such Common Member to comply with all terms and provisions of this Agreement and the Act.

  • 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 any Persons to whom Class B Membership Units are issued, and any assignee or transferee of such Persons permitted under the terms of this Agreement, and any other Person admitted to the Company in the future as a Class B Member pursuant to the terms hereof. The names of the Class B Members, and the Percentage Interests allocated to each such Class B Member, shall be reflected in the books and records of the Company.

  • 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.

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

  • Intercompany Interest means an Interest in a Debtor held by another Debtor.

  • Redeemable Interests means any Partnership Interests for which a redemption notice has been given, and has not been withdrawn, pursuant to Section 4.10.