Membership Percentage Interest definition

Membership Percentage Interest in the Venture of any Party means, at any time, the percentage which such Party’s Membership Units (as defined in the LLC Agreement) immediately following the Closing Date and after giving effect to the contributions contemplated by Section 3.3 represents of the total Membership Units then outstanding.
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Membership Percentage Interest means the percentage obtained by dividing the number of outstanding Class A Units held by a Member by the total number of Class A Units outstanding.
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Membership Percentage Interest of a Member means such Member's percentage for sharing profit and loss and Distributions as initially specified in Schedule 1.
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Examples of Membership Percentage Interest in a sentence

  • PEGI, Claxson and Lifford acknowledge that any payment obligation of Claxson or Lifford hereunder shall be limited to Lifford's (or its Affiliate's) Membership Percentage Interest at the time of such failure to make payment multiplied by the amount of the payment due and further, that the payment of such payments due shall constitute a cure of such breach.

  • Members shall be entitled to vote on all matters as provided for herein and shall vote in proportion to their respective Membership Percentage Interest.

  • Such transferee shall be entitled only to allocations and Distributions with respect to such Membership Percentage Interest in accordance with this Agreement.

  • If any Member’s Interim Membership Percentage Interest or share of distributions changes during a fiscal year for any reason, including, without limitation, the Transfer of any interest in the Company, the tax allocations contained in this Article X shall be applied as necessary to reflect the varying interests of the Members during such year.

  • If more than one Member elects to be a Contributing Member, such Contributing Member shall allocate the Advance between themselves in proportion to their respective Membership Percentage Interest.

  • Such Distribution shall be made to each Member ratably in proportion to its respective Membership Percentage Interest at the time of the Distribution.

  • For purposes of this Section 6.2, “pro rata share” for a particular Member shall be equal to his/her/its Membership Percentage Interest.

  • A Member’s Membership Percentage Interest will be proportionately increased or decreased when the Company issues new participating Units.

  • The names and addresses of the Members are set forth in Schedule 1 and each Member's Membership Percentage Interest is set forth in Schedule 1.

  • The gain or loss realized upon the sale, exchange or other disposition of all or substantially all the assets of the Company for book purposes, whether taxable or nontaxable, shall be allocated to each Member's Capital Account pro rata, in accordance with its respective Membership Percentage Interest.


More Definitions of Membership Percentage Interest

Membership Percentage Interest means the Interim Membership Percentage Interest or the Final Membership Percentage Interest, as the case may be.
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Membership Percentage Interest means, as to any Member, the percentage of the capital and profits interests in the Company. See Exhibit B.
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Membership Percentage Interest means, with respect to any Member, the percentage set forth opposite such Member’s name on Schedule I. The aggregate Membership Interests of the Members shall at all times total one-hundred percent (100%).
Sample 1

Related to Membership Percentage Interest

  • 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.

  • 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.

  • Partnership Percentage means a percentage established for each partner on the Partnership' books as of the first day of each Fiscal Period. The Partnership Percentage of a Partner for a Fiscal Period shall be determined by dividing the amount of the Partner's capital account as of the beginning of the Fiscal Period by the sum of the capital accounts of all of the Partners as of the beginning of the fiscal Period. The sum of the Partnership Percentage for each fiscal Period shall equal one hundred percent (100%).

  • Percentage Interests shall have the meaning specified in the Trust Agreement.

  • 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.

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

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

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

  • Total Percentage Interest means, with respect to any Partner, the quotient obtained by dividing the number of Units (vested or unvested) then owned by such Partner by the number of Units then owned by all Partners.

  • Certificate Percentage Interest means, with respect to a Certificate, the percentage specified on such Certificate as the Certificate Percentage Interest, which percentage represents the beneficial interest of such Certificate in the Trust. The initial Certificate Percentage Interest held by the Depositor shall be 100%.

  • 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.

  • Ownership Percentage with respect to any Member means the percentage of ownership of a Member determined by taking the total Capital Units held by such Member divided by the aggregate total number of issued and outstanding Capital Units.

  • Note B Percentage Interest means a fraction, expressed as a percentage, the numerator of which is the Note B Principal Balance and the denominator of which is the sum of the Note A Principal Balance and the Note B Principal Balance.

  • Class A Members means those Members who have purchased Class A 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.

  • 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.

  • Class B Members means the Members holding Class B Units.

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

  • 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.

  • Economic Capital Account Balances has the meaning set forth in Section 6.1.E.

  • Class C Member means a Member holding the Class C Ordinary Share.

  • 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.

  • 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.

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