Class D Membership Interest definition

Class D Membership Interest means a Class D Membership Interest in Holdings.
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Class D Membership Interest refers to the interest held by the Class D Members as defined in the Genesis Charter Documents.
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Class D Membership Interest means an incentive interest as described in Section 3.1.
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Examples of Class D Membership Interest in a sentence

  • In the event any involuntary Transfer of a Class A or Class B Membership Interest occurs that is not permitted under the terms of this Agreement, such Membership Interests shall be converted to a Class D Membership Interest and such Transfer shall be subject to paragraph 7.7.

  • A Member may Transfer a Class A, Class B, Class C or Class D Membership Interest to any Person with the consent of the Managing Member and Members owning 90% or more of the Value Account balances of all Members.

  • CYMI agrees to contribute the assets shown on Exhibit A attached hereto in exchange for a 1% Class A Membership Interest, 49% Class C Membership Interest and 49% Class D Membership Interest.

  • A Member may not Transfer a Class A, Class B, Class C or Class D Membership Interest to any Person except as permitted under paragraphs 7.1, 7.2, 7.3, 7.4, 7.5 and 7.7 and any improper voluntary or involuntary Transfer shall be null and void to the fullest extent allowed by law.

  • The Company agrees to issue to CYMI on August 26, 2005 a 1% Class A Membership Interest, 49% Class C Membership Interest and 49% Class D Membership Interest in exchange for the assets described on Exhibit A attached hereto.

  • Each Class D Holder shall be entitled to one vote for each Class D Membership Interest held by such Holder, as applicable, in connection with any matter where the separate vote of the Class D Holders is expressly required hereunder and as otherwise required by Law.

  • If the options described above are not exercised with respect to all of the Offered Interests, the proposed Transfer of the Class C or Class D Membership Interest may occur on the date and on the same terms and conditions as set forth in the Original Notice.

  • Class D Membership Interest CLASS D MEMBER NUMBER OF CLASS D UNITS CLASS D PERCENTAGE INTEREST SHARING PERCENTAGE (BEFORE CLASS C PAYOUT) SHARING PERCENTAGE (AFTER CLASS C PAYOUT) Holdings LP 3,000 100.000% 15.000% 13.725% III.

  • A Member may Transfer a Class D Membership Interest to any Person that is a Family Member or Member at the time of such Transfer.

  • A transferee of a Class C or Class D Membership Interest who is not a Member shall become a Class C Member or Class D Member only with the approval of all Members on signing a Joinder Agreement.


More Definitions of Class D Membership Interest

Class D Membership Interest is defined in Section 3.11(c).
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Class D Membership Interest means a Membership Interest designated as such upon its issuance to a Member hereunder, and having the rights, obligations, and duties set forth herein.
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Class D Membership Interest means a Membership Interest, issued in one or more series, having the rights and obligations specified with respect to Class D Membership Interests in this Agreement. Each series of Class D Membership Interests shall be consecutively numbered, commencing with the Class D-l Membership Interests authorized under this Agreement. “Code” means the United States Internal Revenue Code of 1986, as amended from time to time. “Common Membership Interests” means, collectively, the Class A membership interests and the Class B membership interests of HoldCo, respectively. “Control,” “Controlled” or “Controlling” means, with respect to any Person, any circumstance in which such Person is directly or indirectly controlled by another Person by virtue of the latter Person having the power to (i) elect, or cause the election of (whether by way of voting capital stock, by contract, trust or otherwise), the majority of the members of the Board of Managers or a similar governing body of the first Person, or (ii) direct (whether by way of voting capital stock, by contract, trust or otherwise) the affairs and policies of such Person. “Distribution” means each distribution after the Effective Date made by the Company to a Member, whether in cash, property or securities of the Company, pursuant to, or in respect of, Section 4.4 or ARTICLE IX. “Entity” means any general partnership, limited partnership, corporation, association, cooperative, joint stock company, trust, limited liability company, business or statutory trust, joint venture, unincorporated organization or Governmental Entity. “Equity Incentive Plan” means the equity incentive plan adopted by XxxXx Management LLC, a Delaware limited liability company (“XxxXx Management Company”), on, or as soon as practical following, the Effective Date. “Equity Securities” means, as applicable, (i) any capital stock, membership or limited liability company interests or other share capital, (ii) any securities directly or indirectly convertible into or exchangeable for any capital stock, membership or limited liability company interests or other share capital or containing any profit participation features, (iii) any rights or options directly or indirectly to subscribe for or to purchase any capital stock, membership or limited liability company interests, other share capital or securities containing any profit participation features or to subscribe for or to purchase any securities directly or indirectly convertible into or exchangea...
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Related to Class D Membership Interest

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

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

  • 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 D Units has the meaning ascribed to such term in the LLC Agreement.

  • Partnership Interest means an ownership interest in the Partnership held by either a Limited Partner or the General Partner and includes any and all benefits to which the holder of such a Partnership Interest may be entitled as provided in this Agreement, together with all obligations of such Person to comply with the terms and provisions of this Agreement.

  • 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 Interests As set forth in the Trust Agreement.

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

  • Membership Units means membership interests in the Company.

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

  • Economic Interest means a Person’s right to share in the income, gains, losses, deductions, credits, or similar items of the Company, and to receive Distributions from the Company, but excluding any other rights of a Member, including the right to vote or to participate in management, or, except as may be provided in the Act, any right to information concerning the business and affairs of the Company.

  • Class D Unit means a Partnership Unit entitling the holder thereof to the rights of a holder of a Class D Unit as provided in this Agreement.

  • 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.

  • Class C Interest An uncertificated interest in the Trust Fund held by the Trustee on behalf of the Holders of the Class C Certificates, evidencing a Regular Interest in REMIC 3 for purposes of the REMIC Provisions.

  • Class A Unit means any Partnership Unit that is not specifically designated by the General Partner as being of another specified class of Partnership Units.

  • Membership Unit means a Membership Common Unit, a Company Preferred Unit, a Company Junior Unit or any other fractional share of the Membership Interests that the Managing Member has authorized pursuant to Section 4.1 or Section 4.2 hereof.

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

  • Class B Member means a Member holding one or more Class B Ordinary Shares.

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

  • Class P Interest An uncertificated interest in the Trust Fund held by the Trustee on behalf of the Holders of the Class P Certificates, evidencing a Regular Interest in REMIC III for purposes of the REMIC Provisions.

  • Class B Percentage Interest means, with respect to a Class B Member as of a given date, that percentage obtained by dividing the total number of Class B Units owned by such Member by the total number of Class B Units issued and outstanding.

  • Class R-IV Interest The uncertificated Residual Interest in REMIC IV.

  • Percentage Interest As to any Certificate, the percentage interest evidenced thereby in distributions required to be made on the related Class, such percentage interest being set forth on the face thereof or equal to the percentage obtained by dividing the Denomination of such Certificate by the aggregate of the Denominations of all Certificates of the same Class.

  • Class C Shares means the shares of Class C common stock of the Company.

  • 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.