Holdings Interests definition

Holdings Interests means all Interests in Holdings.

Holdings Interests means, collectively, the Holdings GP Interests and Holdings Class A Interests.

Holdings Interests has the meaning given such term in Section 2.2.

Examples of Holdings Interests in a sentence

• Other than as specifically set forth in this Agreement, the Attorney-in-Fact makes no representations with respect to and shall have no responsibility for the Formation Transactions or the Public Offering or the acquisition of the Holdings Interests by the Company or the Operating Partnership and shall not be liable for any error or judgment or for any act done or omitted or for any mistake of fact or law except for actions by the Attorney-in-Fact that constitute gross negligence or bad faith.

• The Holdings Interests and the Participating Entity Interests have been issued in compliance with applicable law and the Participating Entity Agreements.

• The Contributor has no equity interest, either direct or indirect, in the Properties, except for the Holdings Interests and the Participating Entity Interests, which are the subject of this Agreement.

• The Contributor has the full right, authority, power and legal capacity to enter into this Agreement and any other agreement, document or instrument to be executed and delivered by the Contributor pursuant to this Agreement and to carry out the transactions contemplated hereby and thereby, including, without limitation, the conveyance of the Holdings Interests free and clear of all Encumbrances.

• In exchange for the Holdings Interests contributed to the Operating Partnership by the Contributor, the Operating Partnership shall issue a certain number of Units to the Contributor based on the initial public offering price of the Common Stock as set forth below, such number of Units being referred to herein as the Contributor’s “Consideration” relating to the Holdings Interests contributed hereunder.

More Definitions of Holdings Interests

Holdings Interests means the limited liability company interests in Holdings.

Holdings Interests means the percentage in the JV owned by HOLDINGS immediately prior to the consummation of the transactions contemplated by this Agreement.

Holdings Interests means an Interest in Portrait Innovations Holding Company in existence prior to the Effective Date. For purposes of clarity, the term Holdings Interests does not include New Common Stock.

Holdings Interests means, collectively, the membership interests held by the members of Holdings in the Debtor.

Holdings Interests has the meaning set forth in Section 2.1(d).

Holdings Interests means the shares of stock in Holdings.

Holdings Interests has the meaning assigned to it in the Recitals of this Agreement. “Holdings Material Adverse Effect” has the meaning assigned to it in Section 3.01. “Holdings Preferred Units” has the meaning assigned to it in the Recitals of this Agreement. “Holdings Seller” has the meaning assigned to it in the Preamble of this Agreement. “HSR Act” has the meaning assigned to it in Section 2.03(b). “HSR Approval” has the meaning assigned to it in Section 7.02(a)(i). “Indebtedness” has the meaning assigned to it in Section 1.06(f)(v). “Intellectual Property” means all statutory and/or common law rights relating to intellectual property, including the following, in any and all countries: (i) all patents and patent applications, statutory invention registrations or similar rights, together with all reissuances, divisions, renewals, reexaminations, provisionals, continuations and continuations-in-part with respect thereto and including all foreign equivalents (collectively, “Patents”), (ii) trademarks, service marks, trade dress, trade names, slogans, logos and corporate names, including all applications, registrations and renewals therefor, together with the goodwill associated with any of the foregoing (collectively, “Trademarks”), (iii) internet domain names and social media handles, together with applications and registrations therefor (collectively, “Internet Properties”), (iv) copyrights and any other equivalent rights in works of authorship, and all applications and registrations and renewals therefor (collectively, “Copyrights”) and (v) trade secrets, know-how and confidential or proprietary business or technical information, in each case, that derives independent economic value, whether actual or potential, from not being known to other persons. “Internet Properties” has the meaning assigned to it in the definition of “Intellectual Property”. “IT Systems” has the meaning assigned to it in Section 4.16(f).