Excluded Interests definition

Excluded Interests means those Simple Agreements for Future Equity, each dated May 17, 2022 and in the form previously provided to the Company, between Surf Holdings and each of Broader Media Holdings, LLC, Partners for Growth V, L.P. and Parklane Investments, LLC and such other financings for cash effected by any of the Surf Entities or any of their respective Subsidiaries after the date hereof, but prior to or concurrent with the Closing.

Excluded Interests means the items described in Article 2.2.

Excluded Interests. Those Interests owned or operated by Producer set forth on Exhibit I.

Examples of Excluded Interests in a sentence

• The Operating Partnership shall, in exchange for the Partnership Interest and after taking into account the transfer of the Excluded Interests to the Contributor, increase or decrease the number of OP Units issued to the Contributor in accordance with EXHIBIT D hereto.

• Such Contributor has no interest, either direct or indirect, in any of the Assets except for (a) the Interests owned by it which are the subject of this Contribution Agreement, (b) the Excluded Interests, where applicable, and (c) direct or indirect interests in partnerships or other entities which are themselves Contributors hereunder.

• Grantor makes no representation it owns any Excluded Interests or has title to any such Excluded Interests; provided, however, to Grantor’s actual knowledge, Grantor is unaware of any party claiming ownership in any Excluded Interests.

• The Surf Entities agree to consult in good faith with the Chairman of the Company with respect to the use of proceeds raised through the issuance of Excluded Interests and not to use such proceeds to repay any Indebtedness.

• To each Common LPs in respect of their Common Interests (other than the Excluded Interests), in aggregate, 20% of the Merger Consideration (the “Class A Consideration”).

More Definitions of Excluded Interests

Excluded Interests shall have the meaning provided in Section 3.1.

Excluded Interests means any machinery, equipment, rolling stock, furniture or fixtures of the Grantor.

Excluded Interests means the Interests (or any portion thereof): (i) with respect to which Seller is unable to obtain the necessary Approvals prior to the applicable Closing Date for the sale, assignment and transfer to a Buyer of such Interests as contemplated by this Purchase Agreement; (ii) that Seller and Buyers have mutually agreed to exclude from the transactions contemplated by this Purchase Agreement; or (iii) which have been purchased pursuant to the exercise of any Co-Investor Rights.

Excluded Interests has the meaning specified in Section 6.20.

Excluded Interests means any Voting Interests of the Borrower (or other securities convertible into such Voting Interests) beneficially owned by any Person as the result of the effects of the anti dilution provisions of any of the Warrants issued in connection with the Subordinated Cerberus Notes.

Excluded Interests means (i) the shares of Capital Stock of the entities listed on Schedule 1.01(c), together with any other shares, stock certificates, options, interests or rights of any nature whatsoever in respect of the Capital Stock of the entities listed on Schedule 1.01(c) and (ii) any voting stock of any direct Subsidiary of the Issuer that is a controlled foreign corporation (as defined in Section 957 of the Internal Revenue Code (a “CFC”)) in excess of 65% of the total combined voting power of all classes of stock of such CFC that are entitled to vote (within the meaning of Section 1.956-2(c)(2) of the Treasury Regulations).

Excluded Interests means all rights, title and interests of the Original Lender and any other holder of Warrants or Warrant Agreements (each as defined in the Original Credit Agreement) issued by the Borrower pursuant to the Original Credit Agreement at any time immediately prior to the Effective Date, including all Warrant Obligations (as defined in the Original Credit Agreement) resulting therefrom. Any term or provision hereof to the contrary notwithstanding, the Excluded Interests are expressly excluded from all transfers, assignments, acceptances and assumptions contemplated pursuant to this Agreement.