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 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.

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

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

  • 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.

  • 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).

  • 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.

  • 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.

  • Prior to any vote of the stockholders of Lazard Ltd, there shall be a separate, preliminary vote, on each matter upon which a stockholder vote of Lazard Ltd is then proposed to be taken (each, a “Preliminary Vote”), of the Covered Interests beneficially owned by the Covered Persons.

  • Any attempt to Transfer any Covered Interests not in compliance with this Agreement or the Operating Agreement or the Lazard Group Operating Agreement, as applicable, shall be null and void, and neither LAZ-MD nor Lazard Ltd, as the case may be, shall, and each of them shall cause any transfer agent not to, give any effect in the applicable company’s stock records or equivalent limited liability company records to such attempted Transfer.


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 (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 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 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.

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

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

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

  • Allocated interests means the following interests allocated to each unit:

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

  • Purchased Interest means, at any time, the undivided percentage ownership interest in: (a) each and every Pool Receivable now existing or hereafter arising, (b) all Related Security with respect to such Pool Receivables and (c) all Collections with respect to, and other proceeds of, such Pool Receivables and Related Security. Such undivided percentage interest shall be computed as:

  • Carried Interest means an equity interest in the Partnership issued to a Person without consideration, in the form of cash or tangible property, in an amount proportionately equivalent to that received from the Participants.

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

  • Offered Interest has the meaning set forth in Section 11.2.1.

  • Class A Membership Interest means a Class A 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.

  • Eligible interests means interests or memberships.

  • 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.

  • 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.

  • 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.

  • Lower Tier REMIC Interests Each of the Class LTA-1 Interest, the Class LTA-2A Interest, the Class LTA-2B Interest, the Class LTA-2C Interest, the Class LTA-2D Interest, the Class LTM-1 Interest, the Class LTM-2 Interest, the Class LTM-3 Interest, the Class LTM-4 Interest, the Class LTM-5 Interest, the Class LTM-6 Interest, the Class LTB-1 Interest, the Class LTB-2 Interest, the Class LTB-3 Interest, the Class LTIX Interest, the Class LTIIX Interest, the Class LTII1A Interest, the Class LTII1B Interest, the Class LTII2A Interest, the Class LTII2B Interest, the Class LT-IO Interest and the Class LTR Interest.

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

  • 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.

  • Related interests means the interests of a coastal State directly affected or threatened by a wreck, such as:

  • Controlling ownership interest means ownership of or entitlement to more than twenty-five percent of shares or capital or profits of the company;

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