Master Fund Interests definition

Master Fund Interests means limited partnership interests in the Master Fund, including those held by the Feeder Fund;
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Examples of Master Fund Interests in a sentence

  • Each Seller has good and marketable title to its respective portion of the CCP Master Fund Interests, free and clear of all Encumbrances except Permitted Encumbrances.

  • Unless this Agreement shall have been terminated pursuant to Section 8.3, subject to the terms and the conditions of this Agreement, each Buyer (including the Offshore Feeder, indirectly through the Offshore Blocker) shall purchase its pro rata share, and each Seller shall sell its pro rata share, of the CCP Master Fund Interests, free and clear of all Encumbrances (other than Permitted Encumbrances), for an aggregate amount in cash equal to the Purchase Price.

  • Upon payment of the Purchase Price, Buyers will acquire good and marketable title to the CCP Master Fund Interests, free and clear of all Encumbrances except Permitted Encumbrances.

  • Subject to the provisions of this Agreement, the CCP Master Fund hereby consents to the transfer of the CCP Master Fund Interests to Buyers and consummation of the Contemplated Transactions upon the Closing.

  • Buyers have sought such accounting, legal and tax advice as considered necessary to make an informed investment decision with respect to the acquisition of the CCP Master Fund Interests.

  • Buyers understand that investment in the CCP Master Fund Interests involves a high degree of risk.

  • All of the CCP Master Fund Interests have been validly issued and fully paid.

  • Buyers acknowledge that the CCP Master Fund Interests have not been registered under the Securities Act and that the CCP Master Fund Interests may not be sold, transferred, offered for sale, assigned, pledged, hypothecated or otherwise disposed of unless such transfer, sale, assignment, pledge, hypothecation or other disposition is pursuant to the terms of an effective registration statement under applicable Securities Laws or sold pursuant to an exemption from registration thereunder.

  • Each of Domestic Fund and International Fund own directly its respective portion of the PMF Master Fund Interests.

  • TEI Fund owns its respective portion of the PMF Master Fund Interests indirectly through TEI Blocker.

Related to Master Fund Interests

  • 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.

  • Master Fund means a registered investment company or a series thereof in which the Trust or a Series, as applicable, invests all or substantially all of its assets pursuant to a master/feeder fund structure as described in Section 8.3(c);

  • 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.

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

  • Income interest means the right of an income beneficiary to receive all or part of net income, whether the terms of the trust require it to be distributed or authorize it to be distributed in the trustee's discretion.

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

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

  • Common Interest means employers engaged in the same industry or members of an Oklahoma trade association that has been in business for at least five (5) years.

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

  • 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.

  • Contributed Interests has the meaning set forth in the recitals to this Agreement.

  • Class B Interest Each of the Class B-1 and Class B-2 Interests.

  • Class A Members means those Members who have purchased Class A Interests.

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

  • Capital Interests in any Person means any and all shares, interests (including Preferred Interests), participations or other equivalents in the equity interest (however designated) in such Person and any rights (other than Debt securities convertible into an equity interest), warrants or options to acquire an equity interest in such Person.

  • 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.

  • 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.

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

  • 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.

  • 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.

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

  • Class B Members means the Members holding Class B Units.

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

  • 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

  • Intercompany Interests means an Interest in a Debtor held by another Debtor and, for the avoidance of doubt, excludes the Existing Equity Interests.

  • Class A LP Units means the Class A limited partnership units of the Partnership.