Junior Membership Interests definition

Junior Membership Interests means (x) each existing or future class or series of Membership Interests other than preferred membership interests (including the Common Membership Interests) and (y) each class or series of preferred membership interests established on or after December 31, 2008, the terms of which preferred membership interests do not expressly provide that such class or series ranks on a parity with the Class E Preferred Membership Interests and the GM Preferred Membership Interest as to dividend rights or rights upon liquidation, winding-up or dissolution. For the avoidance of doubt, as of December 31, 2008, the Junior Membership Interests of the Company consisted of the Common Membership Interests and the Class C Membership Interests.
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Junior Membership Interests means Common Membership Interests and any class or series of equity securities, including Membership Interests of the Company the terms of which expressly provide that it ranks junior to the Convertible Preferred Interests as to distribution rights and/or as to rights on liquidation, dissolution or winding up of the Company. “Parity Membership Interests” means any class or series of equity securities of the Company, including Membership Interests the terms of which do not expressly provide that such class or series will rank senior or junior to the Convertible Preferred Interests as to distribution rights and/or as to rights on liquidation, dissolution or winding up of the Company (in each case without regard to whether distribution accrue cumulatively or non-cumulatively).
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Junior Membership Interests means (x) each existing or future class or series of Membership Interests other than preferred membership interests (including the Class A Membership Interests and the Class B Membership Interests) and (y) each class or series of preferred membership interests established on or after the Effective Date, the terms of which preferred membership interests do not expressly provide that such class or series ranks on a parity with the Class E Preferred Membership Interests and the GM Preferred Membership Interest as to dividend rights or rights upon liquidation, winding-up or dissolution. For the avoidance of doubt, as of the Effective Date, the Junior Membership Interests of the Company are the Class A Membership Interests, the Class B Membership Interests and the Class C Membership Interests.
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Examples of Junior Membership Interests in a sentence

  • For the avoidance of doubt, tax distributions on Junior Membership Interests that are consented to by the President’s Designee will not be prohibited by this Section 4.7(b).

  • For the avoidance of doubt, tax distributions on Junior Membership Interests that are consented to by the President’s Designee will not be prohibited by this Section 4.7(a).

  • For the avoidance of doubt, tax distributions on Junior Membership Interests that are consented to by the President’s Designee will not be prohibited by this Section 4.7(e).

  • For the avoidance of doubt, tax distributions on Junior Membership Interests that are permitted pursuant to Article V of the LLC Agreement will not be prohibited by this Section 4.8(a).

  • You are receiving this Member Letter because you are a holder of units of the Company’s Preferred Membership Interests (“Preferred Units”), Common Membership Interests (“Common Units”) and/or Junior Membership Interests (“Junior Units” and together with the Preferred Units and Common Units, the “Company Units”).


More Definitions of Junior Membership Interests

Junior Membership Interests means (x) each existing or future class or series of Membership Interests other than preferred membership interests (including the Class A Membership Interests and the Class B Membership Interests) and (y) each class or series of preferred membership interests established on or after December 31, 2008, the terms of which preferred membership interests do not expressly provide that such class or series ranks on a parity with the Class E Preferred Membership Interests and the GM Preferred Membership Interest as to dividend rights or rights upon liquidation, winding-up or dissolution. For the avoidance of doubt, as of December 31, 2008, the Junior Membership Interests of the Company are the Class A Membership Interests, the Class B Membership Interests and the Class C Membership Interests.
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Related to Junior Membership Interests

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

  • 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.

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

  • 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.

  • Junior Member means a registered Member of the Club who is younger than 18 years of age.

  • 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.

  • Membership Units means membership interests in the Company.

  • 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 Interest means an ownership interest in the Partnership held by either a Limited Partner or the General Partner 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.

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

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

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

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

  • 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 such Act.

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

  • 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.

  • Membership Rights means all of the rights of a Member in the Company, including a Member’s: (a) Interest; (b) right to inspect the Company’s books and records; (c) right to participate in the management of and vote on matters coming before the Company; and (d) unless this Operating Agreement or the Certificate of Formation provide to the contrary, right to act as an agent of the Company.

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

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

  • Junior Units means Common Units and any other equity securities that the Partnership may issue in the future ranking, as to the payment of distributions, junior to the Series A Preferred Units.

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

  • 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.

  • New Equity Interests means the limited liability company

  • Preferred Equity Interests means, with respect to any Person, Equity Interests in such Person which are entitled to preference or priority over any other Equity Interest in such Person in respect of the payment of dividends or distribution of assets upon liquidation or both.

  • 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.