Membership Interest Sale definition

Membership Interest Sale means the sale and transfer of forty-five percent (45%) of the Equity Interests of Parent by RLH to Shelbourne Investors.
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Membership Interest Sale has the meaning set forth in the Recitals.
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Membership Interest Sale is defined in Section 2.1(c) of this Agreement.
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Examples of Membership Interest Sale in a sentence

  • The shares issued in the Membership Interest Sale will be issued in reliance on certain exemptions from registration provided by the Securities Act of 1933 and are not intended to be registered with the Securities and Exchange Commission.

  • No Borrower Party shall use proceeds of the Loan to pay the Membership Interest Sale Price.

  • Ms. Blaeser explained that staff received a letter from Bonfire Restaurant Company with information that Bonfire Restaurant Company LLC would be undergoing a change of ownership of the corporation via a purchase and sale agreement structured as a Membership Interest Sale.

  • With respect to a BREA Membership Interest Sale, if the Purchase Offer is accepted and the Administrative Member timely deposits the Purchase Deposit (and the Additional Deposit, if applicable), the Administrative Member and BREA shall use commercially reasonable efforts to execute a ROFO Purchase Agreement, which shall include the terms of the BREA Membership Interest Sale.

  • Notwithstanding anything to the contrary set forth in this Agreement, in the event the Membership Interest Sale is not consummated following the Transfer Sub Membership Interests Closing on the date upon which the Transfer Sub Membership Interests Closing is consummated in accordance with Article II of the Transaction Agreement, the Transfer Sub Membership Interests Closing shall be, and shall be deemed to be void and of no further force or effect.

  • For the avoidance of doubt, Seller acknowledges and agrees that in the event that the Buyers pay the Termination Fee in accordance with Section 8.03 of the Transaction Agreement, the Termination Fee shall be Seller’s sole and exclusive remedy for the Buyers’ failure to consummate the Membership Interest Sale and/or the RE Closing.

  • Notwithstanding anything to the contrary set forth in this Agreement, in the event that the Membership Interest Sale is not consummated following the RE Closing on the date upon which the RE Closing is consummated in accordance with Article II of the Transaction Agreement, the RE Closing shall be and shall be deemed to be void and of no further force or effect.

  • Xxxxx acknowledges that the willingness of Hatteras Financial to enter this Consulting Agreement is conditioned upon Xxxxx’ execution of that certain Membership Interest Sale Agreement of even date herewith with the Hatteras Financial affiliate management entity ACA (the “Purchase Agreement”).

  • Notwithstanding anything to the contrary set forth in this Agreement, if, for any reason, the OpCo Buyer shall fail to consummate the Membership Interest Sale, then (x) the foregoing provisions of this Section 7.11 shall be void and of no force or effect, and (y) Seller shall not be entitled to specific performance or any other equitable relief or remedy as against PropCo Buyer, and Seller’s sole and exclusive remedy shall be as set forth in Section 8.03 of the Transaction Agreement.

  • CoBank represents and confirms that it is authorized under the Master Loan Agreement, the Pledge Agreement and the Security Agreement to enter into this First Amendment and release the security interests granted pursuant to the Pledge Agreement and the Security Agreement in the Membership Interests being sold pursuant to the Membership Interest Sale.


More Definitions of Membership Interest Sale

Membership Interest Sale has the meaning set forth in Section 2.1(a). “Nonparty Affiliates” has the meaning set forth in Section 9.16. “Order” has the meaning set forth in Section 3.5. “Pending Claim” has the meaning set forth in Section 8.9. “Permits” has the meaning set forth in Section 3.14. “Permitted Liens” means (i) statutory Liens or other Liens arising by operation of law securing payments not yet due or which are being contested in good faith, including Liens of warehouseman, mechanics, suppliers, materialmen and repairmen, (ii) Liens for Taxes not yet due and payable or for current Taxes that may thereafter be paid without penalty or which are being contested in good faith and by appropriate proceedings, (iii) Liens affecting the Real Property set forth in Section 3.8 of the Disclosure Schedule, including: (a) easements, rights of way, servitudes, permits, licenses, surface leases, ground leases to utilities, municipal agreements, railway siding agreements and other rights, (b) conditions, covenants or other similar restrictions, (c) easements for streets, alleys, highways, telephone lines, gas pipelines, power lines, railways and other easements and rights of way of public record on, over or in respect of any such real property, (d) encroachments and other matters that would be shown in an accurate survey or physical inspection of such real property, (e) Liens in favor of the lessors under Real Property leases or encumbering the interests of the lessors in such Real Property, (f) all matters showing on title commitments made available or delivered to Purchaser on or prior to the date hereof, and (g) any other such Liens, including irregularities of title or connected with or in lieu of environmental remediation affecting such Real Property, as would not reasonably be expected to have a Material Adverse Effect, (iv) Liens created by licenses granted in the ordinary course of business in any Information Technology, (v) Liens reflected or reserved against or otherwise disclosed in the Financial Reports or notes thereto or securing liabilities reflected in the Financial Reports or notes thereto, (vi) Liens listed in Section 1.1 of the Disclosure Schedule, and (vii) any other Liens not described in clauses (i) through (vi) above created by this Agreement or connected with the transactions contemplated hereby or by the actions of Purchaser or any respective Affiliates (including Liens granted to any financing source in connection with any financing by Purchaser of the transac...
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Membership Interest Sale has the meaning set forth in Section 2.1(a).
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Related to Membership Interest Sale

  • 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.

  • 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.

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

  • Membership Units means the limited liability company interests in the Company held by the Members, expressed as a number of units held by each Member and set forth opposite such Member's name on Schedule I attached hereto, as amended, modified or supplemented from time to time.

  • Membership Unit means a Membership Common Unit, a Company Preferred Unit, a Company Junior Unit or any other fractional share of the Membership Interests that the Managing Member has authorized pursuant to Section 4.1 or Section 4.2 hereof.

  • 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.

  • 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.

  • General Partner Interest means a Partnership Interest held by the General Partner, in its capacity as general partner. A General Partner Interest may be expressed as a number of Partnership Units.

  • 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.

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

  • 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.

  • Economic Interest means a Person’s right to share in the income, gains, losses, deductions, credits, or similar items of the Company, and to receive Distributions from the Company, but excluding any other rights of a Member, including the right to vote or to participate in management, or, except as may be provided in the Act, any right to information concerning the business and affairs of the Company.

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

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

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

  • Series A Units means Series A currency hedged mutual fund units and/or Series A non-currency hedged mutual fund units of a fund, as applicable.

  • Class A Units means the Units of partnership interest in the Partnership designated as the “Class A Units” herein and having the rights pertaining thereto as are set forth in this Agreement.

  • 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).

  • 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.

  • 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.

  • LP Units means the non-voting limited partnership units in the capital of BEP, other than the Preferred Units, including any LP Units issued pursuant to the Redemption-Exchange Mechanism.

  • 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:

  • Class B LP Units means, collectively, the Class B limited partnership units of the Partnership, and “Class B LP Unit” means any one of them.

  • Partnership Unit Designation shall have the meaning set forth in Section 4.2.A hereof.

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