Company Group Interests definition

Company Group Interests means, collectively, the Company Interests together with the Subsidiary Interests.
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Company Group Interests has the meaning set forth in Section 4.3(a).
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Company Group Interests has the meaning set forth in the recitals to this Agreement.
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Examples of Company Group Interests in a sentence

  • Seller is not a party to (a) any option, warrant, purchase right or other Contract or commitment (other than this Agreement) that could require Seller to sell, transfer or otherwise dispose of any of the Company Group Interests or (b) any voting trust, proxy, or other Contract with respect to the voting of the Company Group Interests.

  • Buyer is not an underwriter, as such term is defined under the Securities Act, and Buyer is purchasing the Company Group Interests for its own account solely for investment and not with a view toward, or for sale in connection with, any distribution thereof within the meaning of the Securities Act, nor with any present intention of distributing or selling any of the Company Group Interests.

  • Buyer and its Affiliates acknowledge that none of them may sell or otherwise dispose of the Company Group Interests except in compliance with the registration requirements or exemption provisions under the Securities Act, or any other applicable securities Laws.

  • Buyer has, and as of the Closing, Buyer will have, sufficient cash and other forms of consideration to purchase the Company Group Interests at Closing in accordance with the terms and conditions of this Agreement.

  • At the Closing, upon the terms and subject to the conditions set forth in this Agreement, Seller shall sell, assign, convey, deliver and transfer to Buyer, all of the Company Group Interests, and Buyer shall purchase and acquire from Seller, the Company Group Interests, free and clear of all Liens (other than Permitted Liens).

  • Notwithstanding anything contained herein, under no circumstance shall the obligation of Seller to deliver the Company Group Interests be enforceable absent enforceability of the obligation of Buyer to pay the Base Purchase Price, as adjusted in accordance with Section 2.5, and vice versa.

  • Prior to the Closing, the Company Group Interests will be owned beneficially and of record by Xxxxxx.

  • Buyer is aware that the Company Group Interests being acquired by Buyer pursuant to the transactions contemplated hereby have not been registered under the Securities Act or under any state securities Laws.

Related to Company Group Interests

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

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

  • Ownership Interests means, with respect to any Person, all of the shares of Capital Stock of such Person and all debt securities of such Person that can be converted or exchanged for Capital Stock of such Person, whether voting or nonvoting, and whether or not such Capital Stock or debt securities are outstanding on any date of determination.

  • 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.

  • LLC Interests shall have the meaning given to such term in Section 5.1.3.

  • Partnership Assets means all assets, whether tangible or intangible and whether real, personal or mixed (including, without limitation, all partnership capital and interest in other partnerships), at any time owned by any Pledgor or represented by any Partnership Interest.

  • Transferred Assets has the meaning set forth in Section 2.1.

  • Subject Interests means Assignor’s undivided interests in the Subject Lands, as determined prior to giving effect to this Conveyance (or as may be made part of the Subject Interests pursuant to Section 3.1 or 3.2 of the Development Agreement), whether as lessee under leases, as an owner of the Subject Minerals (or the right to extract such Minerals) or otherwise, by virtue of which undivided interests Assignor has the right to conduct exploration, drilling, development and Mineral production operations on the Subject Lands, or to cause such operations to be conducted, or to participate in such operations by paying and bearing all or any part of the costs, risks and liabilities of such operations, to drill, test, complete, equip, operate and produce xxxxx to exploit the Minerals. The “Subject Interests” (a) may be owned by Assignor pursuant to leases, deeds, operating, pooling or unitization agreements, orders or any other instruments, agreements or documents, recorded or unrecorded, (b) include any and all extensions or renewals of leases covering the Subject Lands (or any portion thereof) obtained by Assignor, or any Affiliate thereof, within six (6) months after the expiration or termination of any such lease, and (c) are subject to the Permitted Encumbrances. For the avoidance of doubt, the “Subject Interests” do not include: (i) Assignor’s interests in the Excluded Assets; (ii) Assignor’s rights to substances other than Minerals; (iii) Assignor’s rights to Minerals (other than Assignee Minerals) under contracts for the purchase, sale, transportation, storage, processing or other handling or disposition of Minerals; (iv) Assignor’s interests in, or rights to Minerals (other than Assignee Minerals) held in pipelines, gathering systems, storage facilities, processing facilities or other equipment or facilities, other than Development Xxxxx; or (v) any additional or enlarged interests in the Development Xxxxx, Subject Lands or Subject Minerals acquired by Assignor after the Closing Time, except (1) to the extent any such additional or enlarged interest becomes a part of the Subject Interests by amendment to this Conveyance pursuant to Section 3.1 or 3.2 of the Development Agreement, (2) as may result from the operation of the terms of the instruments creating the Subject Interests, or (3) as may be reflected in extensions and renewals covered by the preceding sentence.

  • 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.