Newco Membership Interest definition

Newco Membership Interest has the meaning set forth in Section 2.2(a).
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Newco Membership Interest has the meaning given in Section 3(d).
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Newco Membership Interest means the Newco Common Units and any other limited liability company interests issued by Newco.
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Examples of Newco Membership Interest in a sentence

  • Purchaser is acquiring the Newco Membership Interest for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof.

  • The obligations of Cingular and SBCW to consummate the transfer of the Transferred Newco Membership Interest shall be subject to compliance by Purchaser and T-Mobile, as applicable, with the following conditions, any or all of which may be waived by SBCW or Cingular.

  • Purchaser is acquiring the Transferred Newco Membership Interest for its own account for investment purposes only and not with a view to, or with any present intention of, resale, distribution or other disposition thereof.

  • The conveyance of title to the ISF Membership -------------------- Interest and the Newco Membership Interest shall be effected by the execution and delivery of such instruments of transfer and assignments as shall be deemed reasonably required to effectively transfer and assign to, and vest in, Bekaert the ISF Membership Interest and the Newco Membership Interest and all rights thereto, and to fully implement the provisions of this Agreement.

  • Subject to the adjustments hereinafter provided in -------------- Section 1.4, the purchase price (the "Purchase Price") for the ISF Membership Interest, the Newco Membership Interest and the NVB Intellectual Property Rights shall be an amount equal to One Hundred Twenty-Two Million, One Hundred Thirty-Seven Thousand, One Hundred Ninety-Five US Dollars (US $122,137,195).

  • Upon transfer of the Newco Membership Interest, the CINGULAR WIRELESS LLC EXHIBITS - Interest Purchase Agreement by and among T-Mobile USA, Inc., Omnipoint Communications, Inc., Cingular Wireless LLC and SBC Wireless LLC dated as of May 24, 2004.

  • At Closing, SBCW will be the lawful and beneficial owner of the Transferred Newco Membership Interest and will have valid title thereto, free and clear of all Liens.

  • MSC/SFI is the sole record and -------------------- beneficial owner of the ISF Membership Interest and the Newco Membership Interest (collectively, the "Membership Interests"), and owns the Membership Interests free and clear of all Taxes, Liens, purchase right, conversion right, exchange right or other contract commitment.

  • The obligations of T-Mobile and Purchaser to consummate the purchase of the Transferred Newco Membership Interest shall be subject to compliance by SBCW and Cingular, as applicable, with the following conditions, all or any of which may be waived in writing by the Purchaser or T-Mobile.

  • The MSC Parties and the Bekaert Parties have entered into a Purchase Agreement dated June 10, 2001 (the "Purchase Agreement"), whereby (i) Bekaert is purchasing the ISF Membership Interest; (ii) Bekaert is purchasing the Newco Membership Interest; and (iii) NVB is purchasing the MSC/SFI Intellectual Property and MSC Intellectual Property.


More Definitions of Newco Membership Interest

Newco Membership Interest shall have the meaning set forth in Recital J.
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Related to Newco Membership Interest

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

  • 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.

  • 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.

  • 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.

  • 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.

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

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

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

  • Membership Rights means all of the rights of a Member in the Company, including a Member’s: (a) Interest; (b) right to inspect the Company’s books and records; (c) right to participate in the management of and vote on matters coming before the Company; and (d) unless this Operating Agreement or the Certificate of Formation provide to the contrary, right to act as an agent of the Company.

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

  • 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.

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

  • Pledged Partnership Interests means all interests in any general partnership, limited partnership, limited liability partnership or other partnership including, without limitation, all partnership interests listed on Schedule 4.4(A) under the heading “Pledged Partnership Interests” (as such schedule may be amended or supplemented from time to time) and the certificates, if any, representing such partnership interests and any interest of such Grantor on the books and records of such partnership or on the books and records of any securities intermediary pertaining to such interest and all dividends, distributions, cash, warrants, rights, options, instruments, securities and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such partnership interests.

  • Indirect Ownership Interest means an ownership interest in an entity that has an ownership interest in another entity. Indirect ownership interest includes an ownership interest in an entity that has an indirect ownership interest in another entity.

  • Beneficial Ownership Interest means the right to receive payments and notices with respect to the Bonds held in a Book Entry System.

  • Transferred Interest means, at any time of determination, an undivided percentage ownership interest in (i) each and every then outstanding Receivable, (ii) all Related Security with respect to each such Receivable, (iii) all Collections with respect thereto, and (iv) other Proceeds of the foregoing, which undivided ownership interest shall be equal to the Aggregate Percentage Factor at such time, and only at such time (without regard to prior calculations). The Transferred Interest in each Receivable, together with Related Security, Collections and Proceeds with respect thereto, shall at all times be equal to the Transferred Interest in each other Receivable, together with Related Security, Collections and Proceeds with respect thereto. To the extent that the Transferred Interest shall decrease as a result of a recalculation of the Aggregate Percentage Factor, the Administrative Agent on behalf of the applicable Class Investors shall be considered to have reconveyed to the Transferor an undivided percentage ownership interest in each Receivable, together with Related Security, Collections and Proceeds with respect thereto, in an amount equal to such decrease such that in each case the Transferred Interest in each Receivable shall be equal to the Transferred Interest in each other Receivable.

  • Company Interest means the interest of a Member in Profits, Losses and Distributions.

  • Residual Ownership Interest Any record or beneficial interest in the Class R Certificates.

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

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

  • Ownership Interests means, with respect to any entity, any ownership interests in the entity and any economic rights (such as a right to distributions, net cash flow or net income) to which the owner of such ownership interests is entitled.

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