Membership Interest Transfer Agreement definition

Membership Interest Transfer Agreement means that certain Membership Interest Transfer Agreement dated as of the Closing Date by and between Seller and Purchaser, in the form attached hereto as Exhibit A.
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Membership Interest Transfer Agreement means the Membership Interest Transfer Agreement, the form of which is attached hereto as Exhibit C.
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Membership Interest Transfer Agreement has the meaning set forth in Section 2E(ii). “Multiemployer Plan” has the meaning set forth in Section 3(37) of ERISA. “Mutual Release” has the meaning set forth in Section 7A(vii). “Net Working Capital” means the result (whether positive or negative) equal to (i) the sum of the Company’s and its Subsidiaries’ current assets determined on a consolidated basis in accordance with GAAP applied on a basis consistent with the methodologies, practices, estimation techniques, assumptions and principles used in the preparation of the Financial Statements and Exhibit H (excluding current income Taxes and deferred income Taxes), minus (ii) the sum of the Company’s and its Subsidiaries’ current liabilities determined on a consolidated basis in accordance with GAAP applied on a basis consistent with the methodologies, practices, estimation techniques, assumptions and principles used in the preparation of the Financial Statements and Exhibit H (excluding current income Taxes and deferred income Taxes); provided, that (a) notwithstanding clause (i) above, the current assets of the Company and its Subsidiaries shall not include Cash or the Reserve Amount and (b) notwithstanding clause (ii) above, the current liabilities of the Company and its Subsidiaries shall not include amounts paid or to be paid pursuant to, or otherwise paid or to be paid to satisfy the requirements of, Section 6J(i) or Section 7A(xi) (including all amounts due under the Ironwood Senior Secured Notes). “New Plans” has the meaning set forth in Section 6L(v).
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Examples of Membership Interest Transfer Agreement in a sentence

  • Seealso Membership Interest Transfer Agreement, ECF No. 235-5 (agreement between Preston Byrd and Donette Byrd in which Preston purports to transfer his entire interest in Horizon Financial Group, LLC to Donette).) Subsequent tax returns represent that Preston Byrd, not Donette Byrd, is the owner of a 79.044% interest in Horizon Financial Group, LLC.

  • L.L.C., Niska Sponsor Holdings Cooperatief U.A. (all three entities under the indirect ownership of C/R Energy Partners III), Swan Holdings LP and Swan Merger Sub, LLC (each entity under the indirect ownership of BIF II GP) entered into an Agreement and Plan of Merger and Membership Interest Transfer Agreement (Merger Agreement).

  • The transfer and assignment of the Target Interest shall be effectuated through the Membership Interest Transfer Agreement, which shall be executed and delivered at Closing.

  • This Agreement and, at the time of Closing, the Membership Interest Transfer Agreement, have been duly and validly executed and delivered by MHI Hotel Investments and MHI Hospitality and constitute legal, valid and binding obligations of MHI Hotel Investments and MHI Hospitality, enforceable in accordance with their terms.

  • She was assaulted and repeatedly raped by him in front of their two sons.

  • Xxxxx Xxxxxxxxxxx This Cancellation of Debt and Release (this “Release”) is made pursuant to the LLC Membership Interest Transfer Agreement (the “Agreement”) and entered into as of October __, 2007, between Xxxxx Xxxxxxxxxxx (the “Creditor”) and Secured Diversified Investment Ltd.

  • Within three business days of the date hereof, the Company shall execute and deliver to the Debenture Purchasers or their respective designees, a Membership Interest Transfer Agreement in the form attached to this letter as Exhibit 1 (the "Transfer Agreements"), except that such agreement shall reflect the transfer of the Equity Interest as contemplated by this letter.

  • In connection with the merger (the “Merger”) contemplated by the Agreement and Plan of Merger and Membership Interest Transfer Agreement, dated as of May 27, 2014 (the “Merger Agreement”), by and among PetroLogistics LP (“MLP”), its general partner, PetroLogistics GP LLC (“GP”), GP’s parent company, Propylene Holdings LLC, Flint Hills Resources, LLC (“Parent”) and FHR Propylene, LLC.

  • Parent shall have completed an assignment of all of its right, title and interest in and to the membership interest of BabyDot LLC contemporaneously with the Effective Time to Xxxxxx Xxxxx pursuant to a Membership Interest Transfer Agreement in form and substance mutually agreeable to Parent and the Company, and set forth in Schedule 6.2(iii).

  • Signal Bay, Inc., a Delaware corporation (“Buyer”) has issued that certain secured promissory note of even date herewith to Secured Party (the “Note”), in consideration for the purchase of the sole outstanding membership interest of the Company from Secured Party pursuant to that certain Membership Interest Transfer Agreement, dated as of July 26, 2017, by and among Sececured Party, Buyer, and the Company (the “Transfer Agreement”).


More Definitions of Membership Interest Transfer Agreement

Membership Interest Transfer Agreement or “MITA” means the Agreement pursuant to which BRF will transfer its membership interests in BRFHH, BRFHH Monroe and BRFHH Shreveport to OLHS-NL effective as of the Commencement Date.
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Related to Membership Interest Transfer Agreement

  • Asset Transfer Agreement means the asset transfer agreement dated September 12, 2014 between Centurion Real Estate Opportunities Trust and Centurion Apartment REIT pursuant to which Centurion Apartment REIT seeded the initial portfolio of Centurion Real Estate Opportunities Trust.

  • IDR Transfer Agreement means an agreement to transfer, subject to the terms of Tariff, Part VI, section 237, Incremental Deliverability Rights to a party for the purpose of eliminating or reducing the need for Local or Network Upgrades that would otherwise have been the responsibility of the party receiving such rights. “Immediate-need Reliability Project” shall have the same meaning provided in the Operating Agreement.

  • Subsequent Transfer Agreement A Subsequent Transfer Agreement substantially in the form of Exhibit Q hereto, executed and delivered by and among the Depositor, DLJMC and the Trustee and acknowledged by the Servicers, as provided in Section 2.01 hereof.

  • Share Transfer Agreement means the share transfer agreement, in the agreed form, between the partners in the Company;

  • Unit Purchase Agreement means the Common Unit and Class B Unit Purchase Agreement, dated as of December 1, 2006, among the Partnership and the purchasers named therein.

  • Preferred Stock Purchase Agreement means the Preferred Stock Purchase Agreement, dated September 7, 2008, between the Company and the United States Department of the Treasury.

  • Transfer Agreement means the agreement providing for a transfer of structured settlement payment rights.

  • 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.

  • Interest Transfer Amount For any Distribution Date and for any Undercollateralized Group, an amount equal to one month's interest on the applicable Principal Transfer Amount at the weighted average Certificate Interest Rate of the applicable Undercollateralized Group, plus any interest accrued on such Undercollateralized Group remaining unpaid from prior Distribution Dates.

  • Equity Contribution Agreement means the Equity Contribution Agreement, to be dated as of the Closing Date, by and among Guarantor, Borrower and Administrative Agent.

  • Asset Transfer means a sale, lease or other disposition of all or substantially all of the assets of the Company.

  • Alternate VRDP Shares Purchase Agreement means any agreement with a successor liquidity provider replacing the VRDP Shares Purchase Agreement (or any replacement therefor) upon its termination in accordance with its terms and containing a Purchase Obligation substantially similar to the Purchase Obligation therein, as determined by the Fund.

  • Securitization Transfer The sale or transfer of some or all of the Mortgage Loans to a trust or other entity as part of a publicly-issued or privately-placed, rated or unrated mortgage pass-through or other mortgage-backed securities transaction.

  • Asset Purchase Agreement has the meaning set forth in the Recitals.

  • Common Stock Purchase Agreement means an agreement among the Investor and/or PJC, Emergent and any Convertible Note Holder who accepts and exchanges all of its Convertible Notes in the Convertible Note Exchange Offer and elects to participate, substantially in the form attached hereto as Exhibit A, pursuant to which Emergent will issue and sell (a) to the Investor and/or PJC, in the aggregate, 75,000,000 Shares at a price of $0.20 per share, and (b) to any Convertible Note Holder who accepts and exchanges all of its Convertible Notes in the Convertible Note Exchange Offer that so requests, for every $1,000.00 of principal amount of Convertible Notes that it tenders into the Convertible Note Exchange Offer, 500 Shares at a price of $0.20 per share; provided, that the aggregate maximum number of Shares to be so issued and sold to the Convertible Note Holders who accept and exchange all of their Convertible Notes in the Convertible Note Exchange Offer pursuant to the Common Stock Purchase Agreement shall not exceed 40,000,000.

  • Certificate Purchase Agreement The Purchase Agreement, dated as of [_______], among the Depositor and the Initial Purchasers, relating to the Privately Offered Certificates.

  • Synthetic Purchase Agreement means any swap, derivative or other agreement or combination of agreements pursuant to which Holdings, the Borrower or any Subsidiary is or may become obligated to make (a) any payment in connection with a purchase by any third party from a person other than Holdings, the Borrower or any Subsidiary of any Equity Interest or Restricted Indebtedness or (b) any payment (other than on account of a permitted purchase by it of any Equity Interest or Restricted Indebtedness) the amount of which is determined by reference to the price or value at any time of any Equity Interest or Restricted Indebtedness; provided that no phantom stock or similar plan providing for payments only to current or former directors, officers or employees of Holdings, the Borrower or the Subsidiaries (or to their heirs or estates) shall be deemed to be a Synthetic Purchase Agreement.

  • Transfer Agreements As defined in the Mortgage Loan Sale Agreement. Transferor: Each seller of Mortgage Loans to the Seller pursuant to the Transfer Agreements.

  • hire-purchase agreement means an agreement, other than a conditional sale agreement, under which—

  • Stock Purchase Agreement means the agreement between the Company and a Purchaser who acquires Shares under the Plan that contains the terms, conditions and restrictions pertaining to the acquisition of such Shares.

  • Restricted Stock Purchase Agreement means a written agreement between the Company and the Optionee evidencing the terms and restrictions applying to stock purchased under a Stock Purchase Right. The Restricted Stock Purchase Agreement is subject to the terms and conditions of the Plan and the Notice of Grant.

  • Limited Condition Acquisition Agreement means, with respect to any Limited Condition Acquisition, the definitive acquisition documentation in respect thereof.

  • Sale and Purchase Agreement means all the agreements entered into from time to time (whether before, on or after the date of this Agreement) by the Borrower for the sale of the Units and shall include any one or more or all of the Sale and Purchase Agreements.

  • Equity Purchase Agreement means that certain Amended and Restated Purchase Agreement, dated as of March 17, 2008, among the Borrower and the several “Investors” named therein, including all exhibits and schedules thereto, as in effect on the Original Effective Date.

  • Series B Purchase Agreement has the meaning set forth in the Recitals.

  • Subsequent Mortgage Loan Purchase Agreement The agreement between the Depositor and the Seller regarding the transfer of the Subsequent Mortgage Loans by the Seller to the Depositor.