New Member Interests definition

New Member Interests has the meaning set forth in Section 2.09(a).
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New Member Interests has the meaning given to it in the recitals.
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Examples of New Member Interests in a sentence

  • The number of New Member Interests issued to PubCo by Verano will be equal to the number of PubCo shares issued as Share Consideration in connection with the corresponding Company Merger or Exchange.

  • The fair market value of the Share Consideration issued by PubCo to acquire the Member Interests will be an amount equal to the fair market value of the New Member Interests (that is, an amount equal to the aggregate fair market value of all of the Member Interests outstanding immediately before the applicable Effective Times) less the amount of the Cash Consideration.

  • Until a Disputed Claim becomes Allowed, no Distributions of Cash, New Member Interests or otherwise will be made.

  • As soon as reasonably practicable following the Effective Date, but effective as of the Effective Date, and without any further action or consent, the Reorganized Debtors are authorized to and shall issue and deliver the New Member Interests in the Reorganized Debtors Pro Rata to the holders of the Owner Claims or to any Person(s) designated by the holders of the Owner Claims.

  • The consummation of the transactions contemplated by this Agreement will convey to the New Member good and valid title to the New Member Interests, free and clear of all Liens, except for those created by the New Member, contained in the Company’s Organizational Documents, or those arising from restrictions on the sale of securities under applicable securities Laws.

  • At the Closing, in consideration of the sale and transfer of the New Member Interests and the other covenants and agreements of the Existing Member contained in this Agreement and the other Transaction Documents, the New Member shall pay to the Existing Member an amount equal to the New Member Closing Payment Amount in accordance with Section 2.06(a) (subject to the reductions specified therein).

  • As soon as reasonably practicable following the Effective Date, but effective as of the Effective Date, and without any further action or consent, the Reorganized Debtor is authorized to and shall issue and deliver the New Member Interests in the Reorganized Debtor as provided in the Subscription Agreement.

  • In addition, New Member Interests in NewCo will be issued to the Liquidating Trust and held by the Trustee for the benefit of holders of Allowed Claims.

  • Following the Effective Date, the Plan authorizes and requires the Reorganized Debtor to issue and deliver the New Member Interests in the Reorganized Debtor as provided in the Subscription Agreement.

Related to New Member Interests

  • 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.

  • 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.

  • Transferred 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.

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

  • New Members As Defined By the Public Employees’ Pension Reform Act of 2013 (PEPRA)

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

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

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

  • 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.

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

  • Common Interests of any Person means Capital Interests in such Person that do not rank prior, as to the payment of dividends or as to the distribution of assets upon any voluntary or involuntary liquidation, dissolution or winding up of such Person, to Capital Interests of any other class in such Person.

  • 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.

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

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

  • 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.

  • Class B Members means all such Persons.

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

  • 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.

  • Preferred Interests means, with respect to any Person, Equity Interests issued by such Person that are entitled to a preference or priority over any other Equity Interests issued by such Person upon any distribution of such Person’s property and assets, whether by dividend or upon liquidation.

  • Offered Interests has the meaning set forth in Section 8.5(a).

  • Purchased Units means with respect to each Purchaser, the number of Common Units as set forth opposite such Purchaser’s name on Schedule A hereto.

  • Class B Interests As set forth in the Trust Agreement.

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

Most Referenced Clauses

Most Referenced Definitions