Contributed Membership Interests definition

Contributed Membership Interests means the “[Membership Interests]” as defined in the Stock Purchase Agreement.
Sample 1Sample 2
Contributed Membership Interests has the meaning assigned to such term in the recitals hereto.
Sample 1Sample 2
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.
Sample 1Sample 2

Examples of Contributed Membership Interests in a sentence

  • 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.

  • 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].

  • Immediately after the Closing, Parent shall cause the Contributed Membership Interests to be contributed to Buyer (such contribution, the “Contribution Transaction”).

  • 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.

  • 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.

  • So for example, ‘teenage pregnancy’ is likely to be an area of focus in East Java, while geographical inaccessibility may be a priority in NTT.

  • The Company is acquiring the Contributed Membership Interests for its own account for the purpose of investment and not with a view to, or for sale in connection with, any distribution thereof in any transaction that would be in violation of the securities laws of the United States or any state thereof.

  • The transfer of the Contributed Entities to the Company at Closing shall be effectuated through a contribution by the Contributor of its Contributed Membership Interests in the Contribution Entities in exchange for XXXX XX Member’s membership interests in the Company.

  • The Contributed Membership Interests (i) have been duly authorized, (ii) are validly issued, fully-paid, and non-assessable, and (iii) were not issued in violation of any preemptive right, subscription right, right of first refusal, or applicable Law.

  • 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.


More Definitions of Contributed Membership Interests

Contributed Membership Interests has the meaning set forth in the preliminary statements to this Agreement.
Sample 1Sample 2
Contributed Membership Interests means the Contributed Arch Interests and the Contributed ARCO Interests.
Sample 1
Contributed Membership Interests has the meaning set forth in the recitals above.
Sample 1
Contributed Membership Interests means that number of outstanding Membership Interests equal to the product of (i) the total number of
Sample 1
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.
Sample 1
Contributed Membership Interests means all of the issued and outstanding membership interests of Tribeca Truck Leasing LLC.
Sample 1

Related to Contributed Membership Interests

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

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

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

  • 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.

  • 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.

  • 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 the 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 an outstanding common membership unit of the LLC.

  • 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.