Distributed Interests definition

Distributed Interests means, with respect to the Member, an amount equal to (i) the Cash Payment plus (ii) the Closing Stock Consideration plus (iii) the right to receive any Additional Consideration.
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Distributed Interests has the meaning set forth in Section 2.2.
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Distributed Interests has the meaning set forth in Recital C of this Agreement.
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Examples of Distributed Interests in a sentence

  • The incoming General Partner, or the Partnership, shall have the option to purchase at least 20% of the interest of the departing General Partner (including any Distributed Interests distributed to the General Partner pursuant to Section 6.1B) for the value determined by the independent appraisal.

  • For the avoidance of doubt, the Distributed Interests shall not include any of the Contributed Equity or the Equity Owned Assets.

  • The incoming General Partner, or the Partnership, shall have the option to purchase at least 20% of the interest of the departing General Partner (including any Distributed Interests distributed to the General Partner pursuant to Section ▇.▇▇) for the value determined by the independent appraisal.

  • The Notes Exchange Agent will act as agent for the tendering holders for the purpose of receiving the Notes and transmitting the Arch Common Stock, PageNet Shares or Distributed Interests, as the case may be, in exchange therefor.

  • For the avoidance of doubt, Parent and Purchaser shall not make (or cause to be made) an election pursuant to Section 338(g) of the Code with respect to the Acquired Companies in connection with the purchase and sale of the Distributed Interests pursuant to this Agreement without the prior written consent of the Sellers’ Representative (such consent not to be unreasonably withheld, conditioned or delayed).

  • For the avoidance of doubt, with respect to the Redeemed Interests, the distribution of the Distributed Interests to the Member as set forth herein constitutes the entirety of the distributions to which the Member is entitled under the Operating Agreement, and the Member has no right to, or any interest in, any subsequent distributions from the Company or pursuant to the Operating Agreement.

  • In consideration of the Redeemed Interests, the Company will distribute, assign and deliver to the Member all right, title and interest in the Distributed Interests, free and clear of any and all Liens, other than the Permitted Liens, such distribution being conditioned upon the receipt by the Company of the Member’s executed Lock-Up Agreement.

  • The distribution of the Distributed Interests shall be conditioned upon the occurrence of (i) either (A) the satisfaction of the PageNet Minimum Condition and the acceptance of the PageNet Notes or (B) the filing of the Final Confirmation Order and (ii) the consummation of the Merger.

  • Any Distributed Interests, and any portion of the dividends or other distributions with respect to the Distributed Interests deposited by PageNet with the Exchange Agent (including the proceeds of any investments thereof) that remain unclaimed by the holders of Certificates 180 days after the Effective Time shall be re-delivered to the Distributed Subsidiary.

  • The Company and PKY Austin acknowledge that CalSTRS’ willingness to relinquish the Redeemed Membership Interest for the Distributed Interests has been induced, in part, by the agreement of the Company and PKY Austin to redeem and accept, subject to the Express Representations, the Redeemed Membership Interest and indirectly, the PKY Projects, in such “AS IS” “WHERE IS” condition.