Exchanged Interests definition

Exchanged Interests has the meaning ascribed to such term in the recitals.
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Exchanged Interests means those Series A­ l Interests into which Vested Interests have been Exchanged pursuant to Section 4.l (a)(i) or Section 4.2(a)(i), as applicable.
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Exchanged Interests means the membership interests of each of the Companies to be exchanged for Class A Units in the Merger, whether denominated in a number of units or by percentage.
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Examples of Exchanged Interests in a sentence

  • The WFSG Parties acknowledge that the Exchanged Interests will not be registered under the Securities Act or any applicable state securities law, and that the Exchanged Interests may not be transferred or sold except pursuant to the registration provisions of the Securities Act or pursuant to an applicable exemption therefrom and pursuant to state securities laws and regulations as applicable.

  • Thus, the Pickering-Connick balancing test may provide a viable means to uphold a workplace harassment statute.

  • The deeds of assignment and/or transfer of the Exchanged Interests, and all related documents, shall have been executed by all parties thereto, notarized and delivered to FII, as applicable, and all necessary or appropriate action shall have been taken with respect thereto to fully effect the transfer of all of the Exchanged Interests to FII or its designee.

  • The Company acknowledges that it has reviewed the Amended Operating Agreement and all other documents relating to the Exchanged Interests and fully understands the rights, restrictions and obligations set forth therein.

  • Newco will acquire the Exchanged Interests solely for the purpose of investment and not with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act or state securities laws.

  • Each party to this Agreement shall pay its own fees and expenses in connection herewith; provided, however, that FII shall pay the notarial fees actually incurred by the parties in connection with the notarization of this Agreement and the assignment and transfer of the Exchanged Interests pursuant hereto.

  • FCI and FII may assign their obligations hereunder to deliver the Exchange Shares and acquire the Exchanged Interests to any entity affiliated with FCI or FII, provided neither shall be relieved of its obligations hereunder.

  • If the Company or the IPO Corporation, as applicable, desires to exercise its option to purchase Exchanged Interests and/or vested IPO Stock pursuant to Section 4.2(a) and (b), the Company or the IPO Corporation, as applicable, shall send written notice to Executive of its intention to purchase such Exchanged Interests and/or vested IPO Stock, specifying the number of Exchanged Interests and/or shares of vested IPO Stock to be purchased (the “Call Notice”).

  • The term “Exchange” shall mean the liquidation of Vested Interests and their exchange for Exchanged Interests pursuant to Section 4.1(a)(i) or Section 4.2(a)(i), as applicable.

  • Each Member hereby represents and warrants to OHGI, severally and not jointly and severally, and solely with respect to the Exchanged Interests being exchanged by such Member and the Exchange Shares to be received by such Member, as follows.


More Definitions of Exchanged Interests

Exchanged Interests means all classes of membership interests of Spotlight Innovation issued and outstanding immediately prior to the Effective Time.
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Related to Exchanged Interests

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

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

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

  • Exchanged Shares has the meaning ascribed thereto in Section 2.1.

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

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

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

  • 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:

  • Pledged Interests shall have the meaning ascribed to such term in Section 4(j).

  • 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.

  • REMIC II Interests means, collectively, the REMIC II Regular Interests and the Class R-II Certificates.

  • 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.

  • 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.

  • Ownership Interests means, with respect to any Person, all of the shares of Capital Stock of such Person and all debt securities of such Person that can be converted or exchanged for Capital Stock of such Person, whether voting or nonvoting, and whether or not such Capital Stock or debt securities are outstanding on any date of determination.

  • LLC Interests shall have the meaning given to such term in Section 5.1.3.

  • Purchased Units means, with respect to a particular Purchaser, the number of Common Units equal to the aggregate Purchase Price set forth opposite such Purchaser’s name under the column titled “Purchase Price” set forth on Schedule A hereto divided by the Common Unit Price.

  • Class B Interests As set forth in the Trust Agreement.

  • 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.

  • 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.

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

  • Beneficial Ownership Interest means the right to receive payments and notices with respect to the Bonds held in a Book Entry System.

  • Class A Interests means the Units purchased by the Class A Members. The Class A Interests shall comprise sixty-five percent (65%) of the total Interests sold. Class A Percentage Interest shall be determined by calculating the ratio between each Class A Member’s Capital Account in relation to the total capitalization of the Company provided by the Class A Members.

  • Common Interests of any Person means Capital Interests in such Person that do not rank prior, as to the payment of dividends or as to the distribution of assets upon any voluntary or involuntary liquidation, dissolution or winding up of such Person, to Capital Interests of any other class in such Person.