Managing Member Interests definition

Managing Member Interests means, collectively, the Managing Members’ interest in 100% of the interests listed under the heading “Managing Member Interests” on Schedule VIII hereto.
Sample 1Sample 2Sample 3
Managing Member Interests. Section 1.2(f)(iii) 133 “Material Vornado Leases” Section 3.15(h)
Sample 1Sample 2
Managing Member Interests. Section 1.1(k)(iii) “Material Giants Leases” Section 3.18(h)
Sample 1

Examples of Managing Member Interests in a sentence

  • Such additional contribution by the Managing Member was evidenced by additional Managing Member Interests with respect to each Series on the books and records of each such Series.

  • Interests in the Company with respect to each Series, other than the Managing Member Interests, shall be designated as Non-Managing Member Interests (collectively the “Interests” or, individually, an “Interest”), which may be offered in one or more “Classes”.

  • The Managing Member shall be paid in accordance with Section 10(b) with respect to its Managing Member Interests in the Company as of the date of such withdrawal.

  • A separate capital account (each, a “Capital Account”) shall be established with respect to each Series for each Member holding Managing Member Interests or Interests, as applicable, in such Series.

  • All outstanding Common Units (including, at the Effective Time, any Phantom Units that have been converted to Common Units), Phantom Units, Managing Member Interests and Incentive Distribution Rights have been duly authorized and validly issued and are fully paid, non-assessable (except as such non-assessability may be affected by Sections 18-607 and 18-804 of the Delaware LLC Act) and free of preemptive rights (other than as provided in Sections 5.2 and 5.8 of the LLC Agreement).

  • Except as contemplated by Section 7.3, without the Consent of the Outside Non-Managing Members, the Managing Member shall not, directly or indirectly, enter into or conduct any business other than in connection with the ownership, acquisition and disposition of Managing Member Interests and the management of the business of the Company and such activities as are incidental thereto.

  • The acquisition by RECP of the Managing Member Interests in the Company is intended to be an absolute acquisition of such ownership interests in the Company, and indirectly in the Property, in effect as well as in form.

  • If the Transfer of the Managing Member Interests pursuant to the Put Purchase cannot occur because of restrictions in the Loan Documents, then Maguire and the Maguire Members, jointly and severally, shall immedixxxxx xay to RECX, xxxx demand, a cash amount equal to the Purchase Price (the "Put Liquidated Damages").

  • Upon the making by RECP of its contribution to the Company for the Managing Member Interests pursuant to the Contribution Agreement, the Managing Member Interests shall be deemed to be issued to RECP and shall be validly issued, fully paid and nonassessable limited liability company interests in the Company.

  • Subject to Section 10.4, the Managing Member Interests shall rank senior to and have priority over the Regular Member Interests with respect to the payment of distributions and redemptions and as to the distribution of assets upon liquidation, dissolution or winding up of the Company, subject to Section 12.3 hereof.


More Definitions of Managing Member Interests

Managing Member Interests has the meaning set forth in the recitals.
Sample 1
Managing Member Interests. Section 1.1(k)(iii) “Material Giants Leases” Section 3.18(h)
Sample 1

Related to Managing Member 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].

  • Managing Member is defined in the recitals to this Agreement.

  • Founding Members means the collective reference to American Multi-Cinema, Inc., a Missouri corporation, Cinemark Media, Inc., a Delaware corporation, and Regal CineMedia Holdings, LLC, a Delaware limited liability company.

  • 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.

  • Partnership Interest means an ownership interest in the Partnership representing a Capital Contribution 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. A Partnership Interest may be expressed as a number of Partnership Units.

  • 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.

  • 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.

  • Class B Member means a Member holding one or more Class B Ordinary Shares.

  • Class A Member means a Member holding one or more Class A Ordinary Shares.

  • Voting Members has the meaning set forth in Section 4.07(b).

  • 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.