Membership Interest Value definition

Membership Interest Value has the meaning ascribed to such term in the Osage LLC Interest Purchase Agreement.
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Membership Interest Value has the meaning set forth in Section 2.2(c).
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Membership Interest Value of the Company shall be determined in the following manner. The Membership Interest Value and corresponding payment shall be computed as an amount or percentage equaling the Member’s proportionate Membership Interest in the Company (as of the date set forth in Section 8.04.1) multiplied by the Company’s net profit for each complete calendar quarter commencing after the pertinent date referenced in Section 8.04.1 herein. The Members shall be entitled to a quarterly net profit allocation (based upon the Membership Interest percentage owned by the Member as of the date referenced in Section 8.04.1) for each full year the Member owned a Membership Interest in the Company (i.e., a Member owning Membership Interest for five and one-half (5 ½ ) years shall be entitled to five (5) allocate quarterly net profit distributions). For purposes of this Section, and a determination of Membership Interest Value, the term “Net Profit” shall be defined as gross revenue, less direct expense, overhead, long and short term liabilities, taxes and other expenses as historically computed by the Company’s accountant, and as otherwise computed by the Company’s accountant in his or her sole discretion.
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Examples of Membership Interest Value in a sentence

  • The Independent Appraiser shall be directed to resolve only those issues in dispute and render a written report on the resolution of disputed issues with respect to the Terminal Value and/or the Membership Interest Value no later than sixty (60) days after the date on which the Independent Appraiser are engaged.

  • The determination of the Terminal Value and the Membership Interest Value as reflected in the Independent Appraiser's report will be final, binding and conclusive on the Parties, absent fraud or manifest error.

  • At the Closing, Buyer shall deliver to Parent an amount equal to the Estimated Membership Interest Value minus the Adjustment Escrow Deposit and minus the Indemnification Escrow Deposit.

  • If required by the NBA or NHL to obtain consents to the transactions contemplated by this Agreement, LDA will sell to Purchasers, and Purchasers will acquire from LDA, the LDA Ascent Arena Membership Interest for a purchase price equal to the LDA Ascent Arena Membership Interest Value.

  • For the avoidance of doubt, any failure of Buyer to dispute any item or aspect of the Estimated Membership Interest Value shall not preclude Buyer from exercising any other rights under this Agreement.

  • Buyer and Seller agree that such Capital Accounts shall be valued using the Seller's Membership Interest Value.

  • No holder of an NPC Option that has an exercise price per Membership Interest that is equal to or greater than the Membership Interest Value (any such NPC Option, an “Excluded Option”) shall be entitled to any payment or other consideration with respect to such cancelled NPC Option before or after the Closing.

  • The parties acknowledge and agree that no portion of the Membership Interest Value shall be allocated to the covenants not to compete set forth in Section 5.10 or similar arrangements as defined in Code Section 197(d)(1)(E).

  • The Membership Interest Value and corresponding payment shall be computed as an amount or percentage equaling the Member’s proportionate Membership Interest in the Company (as of the date set forth in Section 8.04.1) multiplied by the Company’s net profit for each complete calendar quarter commencing after the pertinent date referenced in Section 8.04.1 herein.

  • For purposes of this Section, and a determination of Membership Interest Value, the term “Net Profit” shall be defined as gross revenue, less direct expense, overhead, long and short term liabilities, taxes and other expenses as historically computed by the Company’s accountant, and as otherwise computed by the Company’s accountant in his or her sole discretion.


More Definitions of Membership Interest Value

Membership Interest Value means an amount equal to (1) the Preliminary Purchase Price, divided by (2) the Aggregate Fully Diluted Membership Interests.
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Related to Membership Interest Value

  • 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.

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

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

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

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

  • 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.

  • 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.

  • 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.

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

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

  • 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.

  • Percentage Interest means, with respect to each Note Holder, a fraction, expressed as a percentage, the numerator of which is the Note Principal Balance of the Note held by such Note Holder and the denominator of which is the sum of the Note Principal Balances of all of the Notes.

  • 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.

  • Class C Percentage Interest As of any date of determination, with respect to the Class C Certificates, a percentage interest equal to a fraction, the numerator of which is the Class Principal Balance of the Class C Certificates on such date, and the denominator of which is the Class Principal Balance of the Class C Regular Interest on such date.

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

  • 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.

  • Lower Tier Principal Distribution Amount With respect to any calendar month, the sum of (i) the Cash Flow Distribution Amount and (ii) the Lower Tier Accrual Amount, if any.

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

  • Partnership Unit Economic Balance means (i) the Capital Account balance of the General Partner plus the amount of the General Partner’s share of any Partner Minimum Gain or Partnership Minimum Gain, in each case to the extent attributable to the General Partner’s Partnership Units divided by (ii) the number of the General Partner’s Partnership Units.

  • Class A Percentage Interest means, with respect to a Class A Member as of a given date, that percentage obtained by dividing the total number of Class A Units owned by such Member by the total number of Class A Units issued and outstanding.

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

  • Economic Interest Owner means the owner of an Economic Interest who is not a Member.

  • Applicable Ownership Interest means, with respect to the Treasury portfolio,

  • Lower Tier Interest As described in the Preliminary Statement.