Class A Limited Membership Interests definition

Class A Limited Membership Interests has the meaning set forth in Section 2.1(a).
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Class A Limited Membership Interests and the third such Interest shall be designated as the “Class B Limited Membership Interests.” The Class A Limited Membership Interests and the Class B Limited Membership Interests may be issued in one or more series (“Series”), each having such rights, powers, preferences and designations as shall be set forth herein or as shall be otherwise approved from time to time by the Managing Member, the Required Class A Limited Members and the Required Class B Limited Members. The Class B Limited Membership Interests are divided into two Series known as “Series B-1 Limited Membership Interests” and “Series B-2 Limited Membership Interests” and having the respective rights, powers, preferences and designations set forth in this Agreement.
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Class A Limited Membership Interests means Class A-1 Limited Membership Interests and Class A-2 Limited Membership Interests.
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Examples of Class A Limited Membership Interests in a sentence

  • The “Class A Purchase Election Date” shall be the day on which the Managing Member delivers the Class A Purchase Notice; provided that, if the Managing Member elects to purchase all of the Class A Limited Membership Interests then outstanding during the ten (10) day period following the delivery of a Liquidation Notice, the Class A Purchase Election Date shall be the day on which such Liquidation Notice is delivered to the Managing Member.

  • In the event Class A Limited Membership Interests or Class B Limited Membership Interests are Transferred in accordance with the terms of this Agreement (other than in a Class A Remarketing or a Class B Remarketing), the transferee shall succeed to the Preferred Return Capital of the transferor to the extent it relates to the Transferred Interests.

  • At the closing, the Class A Limited Members shall deliver to the Managing Member good title, free and clear of any Liens, claims, encumbrances, security interests, or options, to its Class A Limited Membership Interests thus purchased other than such Liens, claims, encumbrances, security interest or options permitted hereunder.

  • The Class B Limited Members agree to treat the Transfer of the Class A Limited Membership Interests to the Managing Member pursuant to this Section 11.9 as a purchase and sale under Code Section 741 and not as a retirement under Code Section 736.

  • The Original LLC Agreement was amended and restated in its entirety in connection with the sale by TPC to RBDB of a portion of TPC’s Class A Limited Membership Interests, pursuant to the Amended and Restated Limited Liability Company Agreement of General Xxxxx Cereals, LLC, dated as of May 24, 2002 (the “Amended and Restated LLC Agreement”).

  • The Company, any holder of Class A Limited Membership Interests, the Class A Remarketing Agent, or an Affiliate of any such Person may, at its option, enter a Bid but shall have no obligation to do so.

  • The Class A Limited Members agree to treat the Transfer of the Class A Limited Membership Interests to the Managing Member pursuant to this Section 11.8 as a purchase and sale under Code Section 741 and not as a retirement under Code Section 736.

  • At the closing, the Class A Limited Members shall execute such documents and instruments of conveyance as may be reasonably necessary to effectuate the transaction contemplated hereby, including the Transfer of the Class A Limited Membership Interests.

  • During the period commencing ninety (90) days and ending forty-five (45) days prior to each Class A Reset Date, the Company and the holders of all the Class A Limited Membership Interests shall consult with one another to determine whether they are able to agree upon a Class A Preferred Return Rate in advance of such Class A Reset Date.

  • As evidenced by (i) that certain Securities Purchase Agreement dated June 28, 2007 by GMI, TPC, Cereals Holdings, GMOI, GMCO, the Company, IP Holdings I, IP Holdings II, Cereals Properties and RBDB and (ii) that certain Transferor Certificate dated June 28, 2007 by TPC and that certain Transferee Certificate dated June 28, 2007 by RBDB, TPC Transferred all of its Class A Limited Membership Interests to RBDB and RBDB was admitted to the Company in respect of such Class A Limited Membership Interests.

Related to Class A Limited Membership Interests

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

  • 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.

  • Class A Limited Partner means EPCO Holdings, Inc., a Delaware corporation, and its successors and assigns.

  • Class B Units means the Class B Units of the Company.

  • Class A Units means the Units of partnership interest in the Partnership designated as the “Class A Units” herein and having the rights pertaining thereto as are set forth in this Agreement.

  • Class B Limited Partner means any Person executing (by power of attorney or otherwise) this Agreement as of the date hereof as a Class B Limited Partner or hereafter admitted to the Partnership as a Class B Limited Partner as herein provided, but shall not include any Person who has ceased to be a Class B Limited Partner in the Partnership.

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

  • Class A Common Units means the Company's Class A Common Units.

  • 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.

  • Membership Units means the units into which the ownership interests of the Members in the Company are divided, including such Member’s Economic Interest and the right of such Member to any and all benefits to which such Member may be entitled as provided in this Agreement or under the Act, together with the obligation of such Member to comply with all of the provisions of this Agreement and of the Act.

  • 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.

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

  • 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.

  • Membership Interest means a Member’s entire interest in the Company including such Member’s right to receive allocations and distributions pursuant to this Agreement and the right to participate in the management of the business and affairs of the Company in accordance with this Agreement, including the right to vote on, consent to, or otherwise participate in any decision or action of or by the Members granted pursuant to this Agreement.

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

  • Special Limited Partner Interest means the interest of the Special Limited Partner in the Partnership representing its right as the holder of an interest in distributions described in Sections 5.1(b)(iii)(A), (c), (d) and (e) (and any corresponding allocations of income, gain, loss and deduction under this Agreement).

  • Members’ Percentage Interests means the ownership percentage interests as mentioned in Section I of this Agreement. During each fiscal year, the net profits and net losses of the Company (other than from capital transactions), and each item of income, gain, loss, deduction, or credit entering into the computation thereof, shall be credited or charged, as the case may be, to the capital accounts of each Member(s) in proportion to the Members' Percentage Interests. The net profits of the Company from capital transactions shall be allocated in the following order of priority: (a) to offset any negative balance in the capital accounts of the Member(s) in proportion to the amounts of the negative balance in their respective capital accounts, until all negative balances in the capital accounts have been eliminated; then (b) to the Member(s) in proportion to the Members’ Percentage Interests. The net losses of the Company from capital transactions shall be allocated in the following order of priority: (a) to the extent that the balance in the capital accounts of any Member(s) are in excess of their original contributions, to such Member(s) in proportion to the excess balances until all such excess balances have been reduced to zero; then (b) to the Member(s) in proportion to the Members’ Percentage Interests. The cash receipts of the Company shall be applied in the following order of priority: (a) to the payment of interest or amortization on any mortgages on the assets of the Company, amounts due on debts and liabilities of the Company other than those due to any Member(s), costs of the construction of the improvements to the assets of the Company and operating expenses of the Company; (b) to the payment of interest and establishment of cash reserves determined by the Member(s) to be necessary or appropriate, including without limitation, reserves for the operation of the Company’s business, construction, repairs, replacements, taxes and contingencies; and (d) to the repayment of any loans made to the Company by any Member(s). Thereafter, the cash receipts of the Company shall be distributed among the Member(s) as hereafter provided. Except as otherwise provided in this Agreement or otherwise required by law, distributions of cash receipts of the Company, other than from capital transactions, shall be allocated among the Member(s) in proportion to the Members’ Percentage Interests. Except as otherwise provided in this Agreement or otherwise required by law, distributions of cash receipts from capital transactions shall be allocated in the following order of priority: (a) to the Member(s) in proportion to their respective capital accounts until each Member(s) has received cash distributions equal to any positive balance in their capital account; then (b) to the Member(s) in proportion to the Members' Percentage Interests. It is the intention of the Member(s) that the allocations under this Agreement shall be deemed to have “substantial economic effect” within the meaning of Section 704 of the Internal Revenue Code and Treas. Reg. Section 1.704-1. Should the provisions of this Agreement be inconsistent with or in conflict with Section 704 of the Code or the Regulations thereunder, then Section 704 of the Code and the Regulations shall be deemed to override the contrary provisions thereof. If Section 704 of the Regulations at any time require that limited liability company operating agreements contain provisions which are not expressly set forth herein, such provisions shall be incorporated into this Agreement by reference and shall be deemed a part of this Agreement to the same extent as though they had been expressly set forth herein.

  • Class B Common Units has the meaning set forth in Section 1(a) hereof.

  • 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.

  • Partnership Units or “Units” has the meaning provided in the Partnership Agreement.

  • Percentage Interests shall have the meaning specified in the Trust Agreement.

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

  • Class C Member means a Member holding the Class C Ordinary Share.

  • Class A Unit means a Unit representing a fractional part of the equity interest in the Company having the rights and obligations specified with respect to the Class A Units in this Agreement.

  • Class B Stock means Class B Stock, par value $1.00 per share, of the Company.

  • Class A Common Unit means a Common Unit having the rights and obligations specified with respect to Class A Common Units in this Agreement.