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 shall have the meaning set forth in Recital J.
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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 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.

  • Each Party shall keep, and shall cause its Affiliates and, with respect to Spark, its Sublicensees to keep, accurate books and accounts of record in connection with, with respect to Spark, the calculation of payments to be made by Spark or, with respect to Senti, Research Program costs under this Agreement in sufficient detail to permit accurate determination of all figures necessary for the other Party’s verification of payments to be paid under this Agreement.

  • The Transferred Newco Membership Interest will represent SBCW's entire ownership interest in Newco.

  • The documents of title delivered hereunder shall covenant that good title to the ISF Membership Interest and the Newco Membership Interest shall vest in Bekaert, 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.

  • 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).

  • The Parties acknowledge that solely for income tax purposes, the purchase of the Transferred Newco Membership Interest shall be treated as a purchase of the assets of Cingular Sub.

  • 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.

  • 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.


More Definitions of Newco Membership Interest

Newco Membership Interest means the Newco Common Units and any other limited liability company interests issued by Newco.
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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.

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

  • Partnership Interest means an ownership interest in the Partnership held by either a Limited Partner or the General Partner 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.

  • 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 units into which the ownership interests of the Members in the Company are divided, including such Member’s Economic Interest and the right of such Member to any and all benefits to which such Member may be entitled as provided in this Agreement or under the Act, together with the obligation of such Member to comply with all of the provisions of this Agreement and of the Act.

  • 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.

  • 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 a Membership Common Unit, a Company Preferred Unit, a Company Junior Unit or any other fractional share of the Membership Interests that the Managing Member has authorized pursuant to Section 4.1 or Section 4.2 hereof.

  • 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 5.1.3.

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

  • Ownership Interests means, with respect to any Person, all of the shares of Capital Stock of such Person and all debt securities of such Person that can be converted or exchanged for Capital Stock of such Person, whether voting or nonvoting, and whether or not such Capital Stock or debt securities are outstanding on any date of determination.

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

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

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