Class B Preferred Membership Interests definition

Class B Preferred Membership Interests shall have the meaning set forth in the LLC Agreement.
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Class B Preferred Membership Interests means the Preferred Interests created under this Agreement identified as the Class B Preferred Membership Interests.
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Examples of Class B Preferred Membership Interests in a sentence

  • Upon consummation of the transactions contemplated by this Agreement, Seller will transfer good and marketable title to its Class B Preferred Membership Interests to Purchaser, free and clear of all Claims (other than Claims created by or through Purchaser or its Affiliates).

  • Purchaser shall be entitled to all distributions or payments in respect of its Class B Preferred Membership Interests (not including the payment to Sellers under Section 1.1 hereof) made after the Closing.

  • Each Seller proposes to (i) sell, assign, and transfer its Class B Preferred Membership Interests to the Purchaser in accordance with the terms and subject to the conditions set forth in this Agreement and (ii) withdraw from the Company as a Class B Preferred Member.

  • After the Closing, the portion of the Net Income or Net Losses of the Company and the portions of all other items of income, gain, loss, deduction, or credit allocable to the Class B Preferred Membership Interests of each Seller on or after such date shall be credited or charged, as the case may be, to Purchaser and not to Seller, as provided in Section 8.05(b) of the LLC Agreement.

  • Effective upon the Closing, Purchaser hereby assumes any and all obligations of each Seller in respect of its Class B Preferred Membership Interests under the LLC Agreement, Class B Preferred Membership Interest Certificate and the Delaware Act.

  • The Purchaser proposes to (i) purchase, acquire, and accept each Seller's Class B Preferred Membership Interests in accordance with the terms and subject to the conditions set forth in this Agreement and (ii) be admitted to the Company as the substituted Class B Preferred Member.

  • Such distributions shall be payable quarterly on each Distribution Payment Date, beginning on September 15, 2010, to holders of record of the Class B Preferred Membership Interests as of a date to be fixed by the Board not exceeding sixty (60) days and not less than ten (10) days preceding the applicable Distribution Payment Date.

  • To the extent that the total purchase price for the Depositary Shares offered in the Rights Offering plus the Preferred Membership Interests and Class B Preferred Membership Interests offered in the Concurrent Private Placement is more than $40,000,000, BFE Corp.

  • Purchaser, the Company and Sellers hereby agree to treat the Transfer of each Seller's Class B Preferred Membership Interests to Purchaser as contemplated in this Agreement as a purchase and sale under Sections 741 and 1001 of the Code, with any gain therefrom treated as gain from the sale or exchange of a capital asset, and not as a retirement under Section 736 of the Code.

  • In the event that the Backstop Parties purchase Class B Preferred Membership Interests, the Greenlight Parties may allocate their participation in any such purchases among the Greenlight Parties in their discretion, following notice to BFE Corp.

Related to Class B Preferred Membership Interests

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

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

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

  • Class B Preferred Shares means class B preferred shares of Pembina;

  • Membership Units means the limited liability company interests in the Company held by the Members, expressed as a number of units held by each Member and set forth opposite such Member's name on Schedule I attached hereto, as amended, modified or supplemented from time to time.

  • Class B Preferred Stock means the Class B preferred stock, nominal value $1,000, of the Company.

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

  • Series B Preferred Units shall have the meaning provided in Section 1.

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

  • 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 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.

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

  • Series A Preferred Units has the meaning assigned to such term in Section 5.11(a).

  • 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.

  • Class A Preferred Shares shall have the meaning ascribed to it in Section 2.4(a).

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

  • Preferred Units means a Partnership Interest, including the Series A Preferred Units, designated as a “Preferred Unit,” which entitles the holder thereof to a preference with respect to distributions, or as to the distribution of assets upon any Liquidation Event, over Common Units.

  • Series C Preferred Units shall have the meaning provided in Section 1.

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

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

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

  • 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.

  • 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 Interests As set forth in the Trust Agreement.

  • Common Units is defined in the Partnership Agreement.