Membership Interest Assignments definition

Membership Interest Assignments means that certain (i) Fifth Amended and Restated Collateral Assignment of Membership Interests dated as of the Closing Date, made by the Borrowers in favor of the Administrative Agent for the benefit of the Lenders ratably, and (ii) Collateral Assignment of Membership Interests dated as of the Closing Date, made by the Guarantors in favor of the Administrative Agent for the benefit of the Lenders ratably, in each case, as the same may be modified or amended from time to time.
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Membership Interest Assignments means the assignment document in the form approved by the Parties and executed by Seller at or prior to the Closing to convey (a) the Membership Interests owned by Seller in the Company and (b) to the extent applicable, any stock, units, membership interests or other equity interests owned by Seller in any other Group Company.
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Membership Interest Assignments means, collectively, those certain Membership Interest Assignments, dated as of October 24, 2022, between the Pre-Closing GREP Holdcos, respectively, and GREP Holdings.
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Examples of Membership Interest Assignments in a sentence

  • As of the Closing Date, Seller shall have all requisite power and authority to execute and deliver the Membership Interest Assignments, to perform its obligations thereunder and to consummate the transactions contemplated thereby.

  • As of the Closing Date, the execution and delivery of the Membership Interest Assignments, the performance of its obligations thereunder and the consummation of the transactions contemplated thereby shall have been duly and validly authorized by all necessary corporate action and no other proceedings on the part of Seller shall be necessary to authorize the Membership Interest Assignments, the performance of such obligations or the consummation of such transactions.

  • At the Closing, each Owner shall deliver to Shurgard the Corporation Certificates representing all of the issued and outstanding shares of the capital stock of the Corporations owned by such Owner and the LLC Membership Interest Assignments relating to all of the issued and outstanding membership interests in the LLCs owned by such Owner, as well as the applicable Shurgard Shareholder Forms.

  • At the time of the Closing, (a) the sale and transfer of the Monster Interests to Buyer will be effected by delivery by the Sellers to the Buyer of Membership Interest Assignments in the form attached hereto as Exhibit C; (b) the Buyer will execute and deliver to the Sellers the Notes; and (c) the Sellers will execute and deliver to the Buyer the Employment Agreements (as defined below).

  • Usually, LLC Membership Interest Assignments are created with an operating LLC.

  • Effective as of the Effective Time, Alamo will execute and deliver the Membership Interest Assignments and Bills of Sale attached hereto as Exhibit B, Exhibit C and Exhibit D, respectively (the “KYTX Assignments”) pursuant to which Alamo will transfer to Range Kentucky all of Alamo’s membership interest in each of the KYTX Entities, and at that time Alamo will cease to be a member or the manager of the KYTX Entities.

  • At the Closing, Buyer shall deliver to Seller: the Closing Date Payment; a counterpart of the Membership Interest Assignments, executed by Buyer; the certificate contemplated by Section 9.3 hereof; a non-foreign affidavit within the meaning of Section 1145(b)(2) of the Code, executed by Buyer; joint instructions with Seller to the Escrow Agent to deliver the Escrow Amount to Buyer; and all other documents required to be delivered by Buyer on or prior to the Closing Date pursuant to this Agreement.

  • LLC Membership Interest Assignments are often used where a member in an LLC is leaving or otherwise wants to relinquish the entirety of their interest in the company.

  • As of the Closing Date, Seller shall have all requisite power and authority to execute and deliver the Membership Interest Assignments and, if required to be delivered pursuant to Section 3.2(g), the Restated LLC Agreement, to perform its obligations thereunder and to consummate the transactions contemplated thereby.

  • On May 14, 2009, Michael, Maurice, Josh and Reid executed a series of Benanna Membership Interest Assignments (the “Assignments”) transferring all of their equity in Benanna to Renee and Rachel (who each already owned 23.75% of Benanna) “in consideration of estate planning” which resulted in the following transfers of Benanna equity (the “Benanna Transfers”): 9 No settlement agreement with BKC was introduced into evidence.


More Definitions of Membership Interest Assignments

Membership Interest Assignments shall have the meaning set forth in Section 2.4(a)(i).
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Related to Membership Interest Assignments

  • 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.

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

  • 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.

  • Partnership Interest means an interest in the Partnership, which shall include the General Partner Interest and Limited Partner Interests.

  • 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.

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

  • Membership Agreement means these terms and conditions (as amended from time to time in accordance with clause 2.2 and any relevant laws or regulations) taken together with your Membership Form.

  • LLC Interest means a membership interest or similar interest in a limited liability company.

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

  • Assigned Interests has the meaning set forth in Section 2 hereof;

  • 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.

  • Contribution Agreements has the meaning set forth in the Recitals.

  • 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.

  • LLC Interests shall have the meaning given to such term in Section 6.1.

  • L/C Interest shall have the meaning ascribed to such term in Section 3.6 hereof.

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

  • 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.

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

  • Intercompany Interest means an Interest in a Debtor held by another Debtor.

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

  • Contribution Agreement means that certain Contribution and Conveyance Agreement, dated as of the Closing Date, among the General Partner, the Partnership, the Operating Partnership and certain other parties, together with the additional conveyance documents and instruments contemplated or referenced thereunder, as such may be amended, supplemented or restated from time to time.

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

  • Special Limited Partner Interest means the interest of the Special Limited Partner in the Partnership representing its right as the holder of an interest in distributions described in Sections 5.1(b)(iii)(A), (c), (d) and (e) (and any corresponding allocations of income, gain, loss and deduction under this Agreement).

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

  • GP Interest means: (i) with respect to any limited partnership, a unit of general partnership interest in such partnership; and (ii) with respect to a McNeil Partnership, the units of general partnership interest held by the general partner of such McNeil Partnership and all of the rights in respect thereof, including not only the general partner's proportionate interest of the profits and losses of that McNeil Partnership based on the general partner's capital contribution but also the rights and other assets (if any) corresponding to such McNeil Partnership which are being contributed to the applicable New GP LLC at the direction of the Company in accordance with Article II hereof.