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Company Group Interests definition

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

Examples of Company Group Interests in a sentence

  • The Company Group Interests are duly authorized, validly issued, fully paid and nonassessable, and were not issued in violation of Law, any preemptive rights, rights of first refusal, right of first offer, purchase option, call option or other similar rights of any Person.

  • The Company Group Interests are duly authorized, validly issued, fully paid and nonassessable, and were not issued in violation of any preemptive rights, rights of first refusal, right of first offer, purchase option, call option or other similar rights of any Person.

  • 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.

  • 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.

  • 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.

  • 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.

  • All of the NET Midstream Company Group Interests are free and clear of all Liens, except for any Corporate Encumbrances.

  • 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).

  • The NET Midstream Company Group Interests, together with the MGI Interests, constitute all of the issued and outstanding Equity Interests in the respective NET Midstream Company Group Members.

  • 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.

Related to Company Group Interests

  • Transferred Interests has the meaning set forth in the Recitals.

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

  • Subsidiary Interests means, collectively, the issued and outstanding shares of stock of the Subsidiary Debtors as of the Petition Date and any options, warrants or other contractual rights to acquire any shares of stock of the Subsidiary Debtors as of the Petition Date.

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

  • Contributed Assets shall have the meaning as set forth in Section 2.2.

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

  • 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.

  • Pledged Partnership Interests means all interests in any general partnership, limited partnership, limited liability partnership or other partnership including, without limitation, all partnership interests listed on Schedule 4.4(A) under the heading “Pledged Partnership Interests” (as such schedule may be amended or supplemented from time to time) and the certificates, if any, representing such partnership interests and any interest of such Grantor on the books and records of such partnership or on the books and records of any securities intermediary pertaining to such interest and all dividends, distributions, cash, warrants, rights, options, instruments, securities and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such partnership interests.

  • Ownership Interests means, with respect to any entity, any ownership interests in the entity and any economic rights (such as a right to distributions, net cash flow or net income) to which the owner of such ownership interests is entitled.

  • Contributed Interests has the meaning set forth in the recitals to this Agreement.

  • REMIC I Interests The REMIC I Regular Interests and the Class R-I Certificates.

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

  • 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.

  • General Partnership Interest means a Partnership Interest held by the General Partner that is a general partnership interest.

  • LLC Interests shall have the meaning given to such term in Section 6.1.

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

  • Company Interests has the meaning set forth in the Recitals.

  • 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 or represented by any Partnership Interest.

  • Transferred Assets means the assets, rights and properties of the Sellers that the Purchasers shall acquire as of the Closing.

  • 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.

  • Purchased Interests has the meaning set forth in the Recitals.

  • Indirect Ownership Interest means an ownership interest in an entity that has an ownership interest in another entity. Indirect ownership interest includes an ownership interest in an entity that has an indirect ownership interest in another entity.

  • 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.

  • 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.

  • Transferred Business has the meaning ascribed to such term in the Separation Agreement.