Membership Interest Units definition

Membership Interest Units means membership interests in the Company (expressed in terms of percentage ownership of the Company) purchased, owned or otherwise acquired by a Member as of or after the date hereof, and any securities issued in respect of any of the foregoing, or in substitution therefor, in connection with any membership interests split, dividend or combination, or any reclassification, recapitalization, merger, consolidation, exchange or similar reorganization.
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Membership Interest Units means the number of units of Membership Interests (whether Class A Membership Interests or Class B Membership Interests) held by a Member as determined in Section 3.1 acquired in exchange for a capital contribution.
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Membership Interest Units. As defined in Section 5.3(a).
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Examples of Membership Interest Units in a sentence

  • Subject to the terms and conditions specified in this Section 3.01, if Xxxxxx (the “Selling Member”) proposes to Transfer any of his Membership Interest Units (the “Tag-along Membership Interest Units”) to any Person, Capstone and its Affiliates (each, a “Tag-along Member”) shall be permitted to participate in such sale (a “Tag-along Sale”) on the terms and conditions set forth in this Section 3.01.

  • In addition, no Transfer of any Tag-along Membership Interest Units by the Selling Member in the Tag-along Sale shall occur unless the prospective Transferee simultaneously purchases the Membership Interest Units (or applicable Membership Interest Units Equivalents) elected to be sold by the Tag-along Members pursuant to Section 3.01(d)(i) and if any such Transfer is in violation of this Section 3.01, it shall be null and void in accordance with the provisions of Section 6.09(b) hereof.

  • In the event any Member shall Transfer all of the Membership Interest Units held by such Member in compliance with the provisions of this Agreement, without retaining any interest therein, then such Member shall cease to be a party to this Agreement and shall be relieved and have no further liability arising hereunder for events occurring from and after the date of such Transfer.

  • If one or more Tag-along Members elects pursuant to a Tag-along Exercise Notice and this Section 3.01(d)(i) to participate in the Tag-along Sale, the number of Membership Interest Units of Tag-along Membership Interest Units that the Selling Member may sell in the Tag-along Sale shall be correspondingly reduced.

  • Capstone will not, by virtue of owning such Membership Interest Units, be subject to any mandatory capital calls or be subject to any potential liability beyond the possible loss of its Membership Interest Units investment.

  • Upon such conversion of Class B Membership Interest Units to GRMH Common Stock, there will be corresponding reduction of the Class B Member’s Unreturned Capital Contribution and the Unpaid Preference with respect to the Preferred Equity in the Company using the same conversion rate.

  • Assuming the accuracy of the representations of Capstone in Section 3 of this Agreement, the Membership Interest Units will be issued in compliance with all applicable federal and state securities laws.

  • Capstone understands that the Membership Interest Units may not be sold, transferred, or otherwise disposed of without registration under the Securities Act or an exemption therefrom, and that in the absence of an effective registration statement covering the Membership Interest Units or an available exemption from registration under the Securities Act, the Membership Interest Units must be held indefinitely.

  • All limited liability company action on the part of the Company, its managers, officers, directors and members necessary for the authorization, execution and delivery of this Agreement, the performance of all obligations of the Company hereunder and the authorization, issuance, sale and delivery of the Membership Interest Units being sold hereunder, has been taken.

  • The Company is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of New York, has all requisite corporate power and authority to own and operate its properties and assets and to carry on its business as now conducted and as presently proposed to be conducted, to execute and deliver this Agreement, to issue and sell the Membership Interest Units, and to carry out the provisions of this Agreement.


More Definitions of Membership Interest Units

Membership Interest Units means Units (as that term is defined in the Second Amended and Restated Company Agreement).
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Related to Membership Interest Units

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

  • 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 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.

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

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

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

  • Partnership Units or “Units” has the meaning provided in the Partnership Agreement.

  • Common Units is defined in the Partnership Agreement.

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

  • Membership Unit means an outstanding common membership unit of the LLC.

  • 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.

  • Class B Units means the Class B Units of the Company.

  • 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.

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

  • 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.

  • 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.

  • Company Units has the meaning set forth in the Recitals.

  • LLC Units has the meaning set forth in the LLC Agreement.

  • 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.

  • 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 the Act.

  • Series A Preferred Units has the meaning assigned to such term in Section 5.11(a).

  • Series B Preferred Units shall have the meaning provided in Section 1.

  • Class B Stock means Class B Stock, par value $1.00 per share, of the Company.

  • Preferred Units means a Partnership Interest, including the Series A Preferred Units, designated as a “Preferred Unit,” which entitles the holder thereof to a preference with respect to distributions, or as to the distribution of assets upon any Liquidation Event, over Common Units.

  • 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.

  • Purchased Units means, with respect to a particular Purchaser, the number of Common Units equal to the aggregate Purchase Price set forth opposite such Purchaser’s name under the column titled “Purchase Price” set forth on Schedule A hereto divided by the Common Unit Price.