Issued Interests definition

Issued Interests will continue to be Issued Interests in the hands of any holder other than Executive (except for the Company and the Investors and except for transferees in a Public Sale (as defined in the Securityholders Agreement)), and except as otherwise provided herein, each such other holder of Issued Interests will succeed to all rights and obligations attributable to Executive as a holder of Issued Interests hereunder. Issued Interests will also include equity of the Company (or a corporate successor to the Company or a Subsidiary of the Company) issued with respect to Issued Interests (i) by way of a unit split, unit dividend, conversion or other recapitalization, (ii) by way of reorganization or recapitalization of the Company in connection with the incorporation of a corporate successor prior to a Public Offering or (iii) by way of a distribution of securities of a Subsidiary of the Company to the members of the Company following or with respect to a Subsidiary Public Offering. Notwithstanding the foregoing, all Unvested Units shall remain Unvested Units after any Transfer thereof and shall only become Vested Units thereafter to the extent provided in Section 2 hereof.
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Issued Interests means newly issued membership interest in the Debtor (an equity security in the Debtor), pursuant to either: a) an exchange for an allowed claim against, an interest in, or a claim for an administrative expense in the case concerning the Debtor consistent with Section 1145(a) of the Code; or b) in exchange for cash to Hart as an “accredited investor” under Sections 501 through 506 of Regulation D, which was promulgated under the Securities Act of 1933, as amended (the “Securities Act”). Issued Interests are made subject to and are governed by Title 1, Chapter 8 of the Texas Business and Commerce Code as an uncertificated security.
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Issued Interests means the Class A Common Units, Class B Common Units or Preferred Units of the Company and the Class A Common Units, the Class B Common Units or Preferred Units of BRS Newco to be issued to the Equityholders as set forth opposite the name of such Equityholders on Exhibit A attached hereto.
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Examples of Issued Interests in a sentence

  • Buyer acknowledges that all Issued Interests acquired by Buyer are to be issued and sold to Buyer, and all Purchased Interests are going to be sold to Buyer, without registration and in reliance upon certain exemptions under the Securities Act of 1933, as amended, and in reliance upon certain exemption from registration requirements under applicable state securities laws.

  • The transaction herein referred to as Infusion of Cash and Exchange of Remaining DIP Loan -2 Debt for Issued Interests and Global Yorton Parties CSA may give rise to COD income.

  • Transactions herein referred to as Infusion of Cash and Exchange of Remaining DIP Loan–2 Debt for Issued Interests and Global Yorton Parties CSA will create a required Section 754 Election.

  • Notification of Holders of State Issued Interests: It is the responsibility of the applicant to notify all holders of state issued interests in the proposed project area of the proposed easement so as not to conflict with or cause damage to any such existing uses.

  • Jeremy Robinson’s Interests will be exchanged for ten percent (10%) of the Issued Interests.

  • Notification of Holders of State Issued Interests: Easement applicants must notify all holders of state issued interests in the proposed project area so as not to conflict with or cause damage to any such existing uses.

  • At the Closing, Buyer shall pay to the Company an amount equal to $5,000,000 (the “Capital Contribution”), in exchange for the Issued Interests.

  • Transactions herein referred to as Infusion of Cash and Exchange of Remaining DIP Loan –2 Debt for Issued Interests and Global Yorton Parties CSA will create a required Section 754 Election.

  • Except as otherwise provided herein, this Agreement shall bind and inure to the benefit of and be enforceable by the Company, Executive and the Investors and their respective successors and assigns (including subsequent holders of Issued Interests); provided that the rights and obligations of Executive under this Agreement shall not be assignable except in connection with a permitted transfer of Issued Interests hereunder.

  • Subject to Section 7.4(a), prior to issuing or selling (or permitting or causing any Subsidiary to issue or sell) any Additional Issued Interests, the Manager (acting on behalf of the Company) shall request that each Class B Member acquire such Additional Issued Interest, in proportion to its respective Class B Percentage Interest at such time.


More Definitions of Issued Interests

Issued Interests shall have the meaning set forth in the Recitals to this Agreement.
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Related to Issued Interests

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

  • 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.

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

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

  • Other Interests means the legal or equitable estates or interests and other rights in relation to the determination area described in Schedule Five and referred to in paragraph 14;

  • Allocated interests means the following interests allocated to each unit:

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

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

  • 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.

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

  • 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.

  • related interest means (1) a company (other than an insured bank or a foreign bank) that is controlled by an executive officer, director, or principal shareholder or (2) a political or campaign committee that is controlled by or the funds or services of which will benefit an executive officer, director, or principal shareholder. See Section 215.11(a)(2) of

  • 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.

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

  • Offered Interests has the meaning set forth in Section 8.5(a).

  • Purchased Interest means, at any time, the undivided percentage ownership interest of the Purchasers 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 ownership interest shall be computed as:

  • Eligible interests means interests or memberships.

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

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

  • Members’ Percentage Interests means the ownership percentage interests as mentioned in Section I of this Agreement. During each fiscal year, the net profits and net losses of the Company (other than from capital transactions), and each item of income, gain, loss, deduction, or credit entering into the computation thereof, shall be credited or charged, as the case may be, to the capital accounts of each Member(s) in proportion to the Members' Percentage Interests. The net profits of the Company from capital transactions shall be allocated in the following order of priority: (a) to offset any negative balance in the capital accounts of the Member(s) in proportion to the amounts of the negative balance in their respective capital accounts, until all negative balances in the capital accounts have been eliminated; then (b) to the Member(s) in proportion to the Members’ Percentage Interests. The net losses of the Company from capital transactions shall be allocated in the following order of priority: (a) to the extent that the balance in the capital accounts of any Member(s) are in excess of their original contributions, to such Member(s) in proportion to the excess balances until all such excess balances have been reduced to zero; then (b) to the Member(s) in proportion to the Members’ Percentage Interests. The cash receipts of the Company shall be applied in the following order of priority: (a) to the payment of interest or amortization on any mortgages on the assets of the Company, amounts due on debts and liabilities of the Company other than those due to any Member(s), costs of the construction of the improvements to the assets of the Company and operating expenses of the Company; (b) to the payment of interest and establishment of cash reserves determined by the Member(s) to be necessary or appropriate, including without limitation, reserves for the operation of the Company’s business, construction, repairs, replacements, taxes and contingencies; and (d) to the repayment of any loans made to the Company by any Member(s). Thereafter, the cash receipts of the Company shall be distributed among the Member(s) as hereafter provided. Except as otherwise provided in this Agreement or otherwise required by law, distributions of cash receipts of the Company, other than from capital transactions, shall be allocated among the Member(s) in proportion to the Members’ Percentage Interests. Except as otherwise provided in this Agreement or otherwise required by law, distributions of cash receipts from capital transactions shall be allocated in the following order of priority: (a) to the Member(s) in proportion to their respective capital accounts until each Member(s) has received cash distributions equal to any positive balance in their capital account; then (b) to the Member(s) in proportion to the Members' Percentage Interests. It is the intention of the Member(s) that the allocations under this Agreement shall be deemed to have “substantial economic effect” within the meaning of Section 704 of the Internal Revenue Code and Treas. Reg. Section 1.704-1. Should the provisions of this Agreement be inconsistent with or in conflict with Section 704 of the Code or the Regulations thereunder, then Section 704 of the Code and the Regulations shall be deemed to override the contrary provisions thereof. If Section 704 of the Regulations at any time require that limited liability company operating agreements contain provisions which are not expressly set forth herein, such provisions shall be incorporated into this Agreement by reference and shall be deemed a part of this Agreement to the same extent as though they had been expressly set forth herein.