Contributed Membership Interests definition

Contributed Membership Interests means the “[Membership Interests]” as defined in the Stock Purchase Agreement.
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Contributed Membership Interests has the meaning assigned to such term in the recitals hereto.
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Contributed Membership Interests has the meaning set forth in the preliminary statements to this Agreement.
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Examples of Contributed Membership Interests in a sentence

  • The proposed Tech Hub will bolster battery technology development and manufacturing across the entire value chain, focusing also on key topics of safety, certification, policy, equity, and environmental justice.A.2.Region.

  • Assignee hereby accepts the foregoing assignment and hereby assumes, and agrees to perform, all the terms, covenants and conditions to be performed on the part of Assignor related to the Contributed Membership Interests, including, but not limited to, the assumption of, and performance under, the Existing Loan Documents, to the extent such obligations accrue from and after the Closing Date.

  • All Contributed Membership Interests were issued without violating any state or federal securities laws and there are no outstanding agreements, commitments, rights, options, warrants or plans of any nature whatsoever for the issuance, sale or purchase of any other interests in Owner or in the Holding Company.

  • Pursuant to the Stock Purchase Agreement, the TPH Member agreed to contribute to the Company, and the Company agreed to acquire from the TPH Member, the [Contributed Membership Interests].

  • The Contributed Membership Interests constitute all of the issued and outstanding Equity Interests of the Company.

  • DMC hereby transfers, assigns, and conveys to the Partnership as a capital contribution, and the Partnership accepts and acquires from DMC, the Contributed Membership Interests, including, but not limited to, all right, title, and interest of DMC in and to the properties (real and personal), capital, cash flow distributions, profits, and losses of the IFDC General Partner attributable to the Contributed Membership Interests.

  • The aggregate transfer value for the Contributed Membership Interests is $46,488,744 (the “Contribution Value”), which amount is the undepreciated basis of the Contribution Entities as of September 30, 2018 and is subject to adjustment in accordance with the terms of this Agreement and as reflected on the Closing Statement.

  • The Company shall be solely liable for and shall pay all applicable sales, transfer, use, stamp, conveyance, value-added, real property transfer, recording, stock transfer and other similar taxes, if any, together with all recording or filing fees, notarial fees and other similar costs of Closing, that may be imposed upon, or payable, collectible or incurred in connection with the transfer of the Contributed Membership Interests to the Company (the "TRANSFER TAXES").

  • In that event, (i) the undersigned consents to the contribution of the Contributed Membership Interests to Extra Space OP and agrees to receiving, in lieu of the Common Shares and CC Shares, such Common Units and CC Units and (ii) all references to Common Shares and CC Shares in this Irrevocable Exchange and Subscription Agreement shall be deemed to refer to the Common Units and CC Units, respectively.

  • On the terms and subject to the conditions contained in this Agreement, at the Closing, Sellers shall contribute to Purchaser, and Purchaser shall receive from Sellers, all of Sellers’ right, title, and interest in and to the Contributed Membership Interests, free and clear of any Lien (other than restrictions on transfer imposed under applicable securities Laws), in exchange for the Consideration, as it may be adjusted pursuant to ARTICLE II.


More Definitions of Contributed Membership Interests

Contributed Membership Interests means that number of outstanding Membership Interests equal to the product of (i) the total number of outstanding Membership Interests as of the Closing and (ii) a fraction, the numerator of which is the OP Unit Value and the denominator of which is the Closing Date Consideration. It being understood that at Closing the number of Contributed Membership Interests, as well as the corresponding number of Purchased Membership Interests, shall be calculated based on the Estimated Closing Date Consideration and such number of Contributed Membership Interests, as well as the corresponding number of Purchased Membership Interests, shall be deemed adjusted to the extent the Closing Date Consideration differs from the Estimated Closing Date Consideration in accordance with Section 1.2.
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Contributed Membership Interests means the Contributed Arch Interests and the Contributed ARCO Interests.
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Contributed Membership Interests has the meaning set forth in the recitals above.
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Contributed Membership Interests means 40% of the Xxxxx Properties Membership Interests, of which 20% is held by Z. Xxxxx Xxxxx and 20% is held by Xxx Xxxxxxx.
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Contributed Membership Interests means that number of outstanding Membership Interests equal to the product of (i) the total number of
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Contributed Membership Interests means all of the issued and outstanding membership interests of Tribeca Truck Leasing LLC.
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Related to Contributed Membership Interests

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

  • 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.

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

  • Partnership Interest means an interest in the Partnership, which shall include the General Partner Interest and Limited Partner Interests.

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

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

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

  • 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 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.

  • 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.

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

  • 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.

  • 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.

  • Deemed Partnership Interest Value means, as of any date with respect to any class of Partnership Interests, the Deemed Value of the Partnership Interests of such class multiplied by the applicable Partner's Percentage Interest of such class.

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

  • 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.

  • 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.

  • 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.

  • Membership Rights means all of the rights of a Member in the Company, including a Member’s: (a) Interest; (b) right to inspect the Company’s books and records; (c) right to participate in the management of and vote on matters coming before the Company; and (d) unless this Operating Agreement or the Certificate of Formation provide to the contrary, right to act as an agent of the Company.

  • Contributed Property means each property or other asset, in such form as may be permitted by the Delaware Act, but excluding cash, contributed to the Partnership. Once the Carrying Value of a Contributed Property is adjusted pursuant to Section 5.5(d), such property shall no longer constitute a Contributed Property, but shall be deemed an Adjusted Property.

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

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

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

  • Economic Interest Owner means the owner of an Economic Interest who is not a Member.

  • 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.

  • 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.

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Most Referenced Definitions