Fund Partnership Interest definition

Fund Partnership Interest means each Executive’s proportionate amount of the Company’s partnership interest in the Fund, including, without limitation: (a) each Executive’s proportionate amount of the Company’s Capital Account in the Fund, and (b) each Executive’s proportionate amount of the Company’s Percentage Interest in the Fund, but excluding (i) any liability arising from the Company’s actions or omissions in its capacity as Special Limited Partner of the Fund, whether arising before or after the date hereof (any such obligations and/or liability under the foregoing clause (i) remaining with the Company), and (ii) any voting or approval rights granted to the Company in the Fund Agreement (any such rights under clause (ii) remaining with the Company); WHEREAS, upon the consummation of the Acquisition Transaction and the Fund Transaction, each Executive desires to contribute and convey his or her Fund Partnership Interest to the Member in exchange for the issuance of an EM Membership Interest and the Member desires to accept the contributions of Fund Partnership Interests from each Executive (“Member Fund Partnership Interest”) (“EM Membership Interest Transaction” and together with Acquisition Transaction and Fund Transaction, the “Transactions”). The Company Membership Interest, EM Membership Interest, Fund Partnership Interest and Member Fund Partnership Interest, collectively, are herein referred to as the “Securities”; and
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Fund Partnership Interest means each Executive’s proportionate amount of the Company’s partnership interest in the Fund, including, without limitation: (a) each Executive’s proportionate amount of the Company’s Capital Account in the Fund, and (b) each Executive’s proportionate amount of the Company’s Percentage Interest in the Fund, but excluding (i) any liability arising from the Company’s actions or omissions in its capacity as Special Limited Partner of the Fund, whether arising before or after the date hereof (any such obligations and/or liability under the foregoing clause (i) remaining with the Company), and (ii) any voting or approval rights granted to the Company in the Fund Agreement (any such rights under clause (ii) remaining with the Company); [KWF INVESTORS I]
Sample 1

Examples of Fund Partnership Interest in a sentence

  • Each Executive hereby accepts from the Company, the Company’s right, title and interest in and to such Executive’s Fund Partnership Interest in liquidation of such Executive’s Company Membership Interest.

  • Each Executive hereby agrees to contribute, immediately upon the consummation of the transactions described in Section 2 hereof, his or her Fund Partnership Interest to the Member in exchange for the issuance of such Executive’s allocated amount of the newly issued EM Membership Interest.

  • The Company hereby transfers, immediately upon the consummation of the transactions described in Section 1 hereof, to each Executive, the Company’s right, title and interest in and to such Executive’s Fund Partnership Interest in liquidation of such Executive’s Company Membership Interest.

  • The Member hereby agrees to accept from each Executive, his or her right, title and interest in and to such Executive’s Fund Partnership Interest, to issue to such Executive his or her applicable amount of the EM Membership Interest and to assume and perform all of the obligations under the Limited Partnership Agreement of Fund.

  • Each Fund Partnership Interest converted into the right to receive the Migratory Merger Consideration pursuant to Section 1.07 shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of such Fund Partnership Interests so converted shall thereafter cease to have any rights as a limited partner of the Fund, except the right to receive the Migratory Merger Consideration applicable thereto.

  • In the event that both Inland and PGGM PRE Fund deliver an Exercise Notice within the same Exercise Period and only one of them elects an Appraisal, the full amount of the PGGM PRE Fund Partnership Interest to be sold pursuant to such Exercise Notices shall be sold at the Purchase Price determined pursuant to the Appraisal.

  • The Member hereby agrees to accept from each Executive, his or her right, title and interest in and to such Executive’s Fund Partnership Interest, to issue to such [KWF INVESTORS I] Executive his or her applicable amount of the EM Membership Interest and to assume and perform all of the obligations under the Limited Partnership Agreement of Fund.

Related to Fund Partnership Interest

  • General Partnership Interest means a Partnership Interest held by the General Partner that is a general partnership interest.

  • Limited Partnership Interest means the ownership interest of a Limited Partner in the Partnership at any particular time, including the right of such Limited Partner to any and all benefits to which such Limited Partner may be entitled as provided in this Agreement and in the Act, together with the obligations of such Limited Partner to comply with all the provisions of this Agreement and of the Act.

  • Partnership Interest means an interest in the Partnership, which shall include the General Partner Interest and Limited Partner Interests.

  • 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.

  • Fund Property means the property and assets of the Fund.

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

  • Deemed Partnership Interest Value means, as of any date with respect to any class of Partnership Interests, the Deemed Value of the Partnership Interests of such class multiplied by the applicable Partner's Percentage Interest of such class.

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

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

  • General Partner Interest means a Partnership Interest held by the General Partner, in its capacity as general partner. A General Partner Interest may be expressed as a number of Partnership Units.

  • Partnership Unit Designation shall have the meaning set forth in Section 4.2.A hereof.

  • Company Interest means the interest of a Member in Profits, Losses and Distributions.

  • Partnership Units or “Units” has the meaning provided in the Partnership Agreement.

  • Limited Partner Interest means a Partnership Interest of a Limited Partner in the Partnership representing a fractional part of the Partnership Interests of all Limited Partners and includes any and all benefits to which the holder of such a Partnership Interest may be entitled as provided in this Agreement, together with all obligations of such Person to comply with the terms and provisions of this Agreement. A Limited Partner Interest may be expressed as a number of Partnership Common Units, Partnership Preferred Units or other Partnership Units.

  • 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.

  • Member Interest means an equity interest of a Member in the Company and includes any and all benefits to which such Member is entitled as provided in this Agreement, together with all obligations of such Member pursuant to the terms and provisions of this Agreement.

  • Partnership Unit means a fractional, undivided share of the Partnership Interests of all Partners issued hereunder. The allocation of Partnership Units among the Partners shall be as set forth on Exhibit A, as may be amended from time to time.

  • 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.

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

  • Partnership Security means any class or series of equity interest in the Partnership (but excluding any options, rights, warrants and appreciation rights relating to an equity interest in the Partnership), including without limitation, Common Units, Subordinated Units and Incentive Distribution Rights.

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

  • Class B LP Units means, collectively, the Class B limited partnership units of the Partnership, and “Class B LP Unit” means any one of them.

  • GP Unit means a Partnership Unit which is designated as a GP Unit of the Partnership.

  • Common Unitholder means a Member who is the registered holder of Common Units.

  • Class A Units means the Units of partnership interest in the Partnership designated as the “Class A Units” herein and having the rights pertaining thereto as are set forth in this Agreement.

  • Limited Liability Company Interests means the entire limited liability company membership interest at any time owned by any Pledgor in any limited liability company.