Covered Interests definition

Covered Interests. Covered Interests" shall mean all units of Membership Interests owned on the date of this Members Agreement, or acquired in any manner after the date of this Members Agreement by any Member.
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Covered Interests means equity interests representing ownership in the Company.
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Covered Interests means (x) 40% of the VEBA Equity Interests held by the VEBA directly or indirectly through the VEBA Holdcos, which VEBA Equity Interests were acquired by the VEBA Holdcos on behalf of the VEBA upon the Closing (representing, in the aggregate for all of the VEBA Holdcos, 22% of the total Company LLC Interests (by vote and value on a fully diluted basis) after the occurrence of all Class B Events (as defined in the Operating LLC Agreement)) less (y) any VEBA Equity Interests previously transferred pursuant to the Equity Recapture Agreement, together with any additional shares, interests or other property, other than cash, issued or delivered in respect of the Covered Interests by reason of any distribution, subdivision, reclassification, recapitalization, split, combination, exchange of interests or other similar transaction, it being understood that if, after the date of this Agreement, the Covered Interests shall have been changed into a different number of securities or a different class, by reason of any event, circumstance or transaction, the provisions of this Agreement shall be correspondingly adjusted to the extent appropriate to reflect equitably such event, circumstance or transaction.
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Examples of Covered Interests in a sentence

  • Each Covered Person acknowledges and agrees that the Covered Interests have not been registered under the Securities Act.

  • The Southcross Holdings Parties, either directly or indirectly, have sole voting power, sole power of disposition, sole power to demand appraisal rights and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of such Covered Interests, with no limitations, qualifications or restrictions on such rights, subject to applicable federal securities laws and the terms of this Agreement and the Security Agreement.

  • Except for the limitations contained in the Security Agreement, the Covered Interests are not subject to any voting trust agreement or other contract to which any Southcross Holdings Party is a party restricting or otherwise relating to the voting or Transfer (as defined below) of the Covered Interests.

  • Such Covered Interests so purchased will be delivered free and clear of any liens, claims, encumbrances, restrictions or charges of any kind.

  • Each Southcross Holdings Party hereby authorizes AMID and SXE to publish and disclose in any announcement or disclosure required by the SEC and in the Proxy Statement such Southcross Holdings Party’s identity and ownership of the Covered Interests and the nature of such Southcross Holdings Party’s obligations under this Agreement and to disclose a copy of this Agreement.

  • If so requested by AMID, each Southcross Holdings Party agrees that any certificates representing Covered Interests shall bear a legend stating that they are subject to this Agreement and to the irrevocable proxy granted in Section 2(a).

  • No Southcross Holdings Party has appointed or granted any proxy or power of attorney that is still in effect with respect to any Covered Interests, except as contemplated by this Agreement.

  • Each Southcross Holdings Party further agrees to authorize and request SXE to notify SXE’s transfer agent that there is a stop transfer order with respect to all of the Covered Interests and that this Agreement places limits on the voting of the Covered Interests.

  • The parties will use best efforts to complete the settlement of and payment for the portion of the Covered Interests being purchased not less than three (3) nor more than ten (10) Business Days from the date of delivery after Notice of Exercise.

  • Each Covered Person agrees that such person shall not Transfer any Covered Interests (or solicit any offers in respect of any Transfer of any Covered Interests), except in compliance with the Securities Act, any other applicable securities or “blue sky” laws, and the terms and conditions of this Agreement and the Operating Agreement or the Lazard Group Operating Agreement, as applicable.


More Definitions of Covered Interests

Covered Interests means (x) the UST Equity Interests acquired by the US Treasury upon the Closing and (y) any Company LLC Interests previously acquired pursuant to the Equity Recapture Agreement (but not the Equity Recapture Agreement itself or any of the Company LLC Interests covered by the Letter Agreement, dated as of April 30, 2009, by and between Canada Development Investment Corporation and US Treasury) less any such UST Equity Interests or other Company LLC Interests theretofore transferred by the US Treasury to a third party purchaser, together with any additional shares, interests or other property, other than cash, issued or delivered in respect of the Covered Interests by reason of any distribution, subdivision, reclassification, recapitalization, split, combination, exchange of interests or other similar transaction, it being understood that if, after the date of this Agreement, the Covered Interests shall have been changed into a different number of securities or a different class, by reason of any event, circumstance or transaction, the provisions of this Agreement shall be correspondingly adjusted to the extent appropriate to reflect equitably such event, circumstance or transaction.
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Covered Interests means, individually or in the aggregate, the Term Loan Claims and the Senior Notes Claims.
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Covered Interests shall have the meaning set forth in the Recitals.
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Covered Interests means (x) 40% of the VEBA Equity Interests acquired by the VEBA upon the Closing (representing 22% of the total Company LLC Interests (by vote and value on a fully diluted basis) at such time) less (y) any VEBA Equity Interests previously transferred pursuant to the Equity Recapture Agreement, together with any additional shares, interests or other property, other than cash, issued or delivered in respect of the Covered Interests by reason of any distribution, subdivision, reclassification, recapitalization, split, combination, exchange of interests or other similar transaction, it being understood that if, after the date of this Agreement, the Covered Interests shall have been changed into a different number of securities or a different class, by reason of any event, circumstance or transaction, the provisions of this Agreement shall be correspondingly adjusted to the extent appropriate to reflect equitably such event, circumstance or transaction.
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Covered Interests has the meaning set forth in Section 4.4;
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Related to Covered Interests

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

  • Offered Interests has the meaning set forth in Section 8.5(a).

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

  • Transferred Interest means, at any time of determination, an undivided percentage ownership interest in (i) each and every then outstanding Receivable, (ii) all Related Security with respect to each such Receivable, (iii) all Collections with respect thereto, and (iv) other Proceeds of the foregoing, which undivided ownership interest shall be equal to the Aggregate Percentage Factor at such time, and only at such time (without regard to prior calculations). The Transferred Interest in each Receivable, together with Related Security, Collections and Proceeds with respect thereto, shall at all times be equal to the Transferred Interest in each other Receivable, together with Related Security, Collections and Proceeds with respect thereto. To the extent that the Transferred Interest shall decrease as a result of a recalculation of the Aggregate Percentage Factor, the Administrative Agent on behalf of the applicable Class Investors shall be considered to have reconveyed to the Transferor an undivided percentage ownership interest in each Receivable, together with Related Security, Collections and Proceeds with respect thereto, in an amount equal to such decrease such that in each case the Transferred Interest in each Receivable shall be equal to the Transferred Interest in each other Receivable.

  • Preferred Interests means, with respect to any Person, Equity Interests issued by such Person that are entitled to a preference or priority over any other Equity Interests issued by such Person upon any distribution of such Person’s property and assets, whether by dividend or upon liquidation.