Offered Membership Interests definition

Offered Membership Interests has the meaning set forth in Section 12.2(a).
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Offered Membership Interests has the meaning set forth in Section 9.2(a). “Offer Notice” has the meaning set forth in Section 9.2(b).
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Offered Membership Interests shall have the meaning set forth in Section 10.02(a) hereof.
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Examples of Offered Membership Interests in a sentence

  • If, however, the Transferring Holder fails so to complete such Transfer of the Offered Membership Interests within such time period or if any such agreement to Transfer is terminated, then any proposed Transfer shall again become subject to the Ten Percent Holders’ right of first offer and the Common Holders’ co-sale rights set forth in this Section 9.2 and to the other provisions of this Article IX.

  • In addition, each Common Holder may (in its sole discretion without any obligation to do so) within such time period elect to participate in the contemplated Transfer by delivering a written notice to the Transferring Holder, specifying the sale price at or above which it would sell all or any portion of its Pro Rata Share of the Offered Membership Interests (each a “Co-Sale Offer”).

  • In such Transfer, the Co-Sale Members shall each be entitled to sell, at the same price and on the same terms as the Transferring Holder, all or any portion of such Co-Sale Member’s Pro Rata Share of the Offered Membership Interests.

  • If, however, the Transferring Holder fails so to complete such Transfer of the Offered Membership Interests within the time period set forth above or if any such agreement to Transfer is terminated, then any proposed Transfer shall again become subject to the Ten Percent Holders’ right of first offer and the Co-Sale Member’s co-sale rights set forth in this Section 9.2 and to the other provisions of this Article IX.

  • If NGR Management does not elect to purchase all of the Offered Membership Interests, then within [ ] days following receipt by NGR Management of the Offer Notice it will notify each Significant Interest Holder of such fact.

  • As a condition to consummating the sale of the Offered Membership Interests, the third party Transferee shall acknowledge and agree that any Transfer of the Membership Interests is subject to a right of first refusal in favor of the Non-Transferring Members.

  • If one or more of the Non-Transferring Members elects to purchase all, but not less than all, of the Offered Membership Interests at such price, the RFR Transferring Member shall take all actions necessary to effect such sale to such Non-Transferring Member(s) in accordance with Section 6.2(c) above.

  • If, within thirty (30) days after the Dispose Offer Date, one or more Offeree Members have delivered to the Transferring Member one or more notices of acceptance of the Dispose Offer, in respect of some or all of the Offered Membership Interests, then a binding contract of purchase and sale among the Transferring Member and the accepting Offeree Member(s) shall come into effect in respect of all of the Offered Membership Interests accepted by such Offeree Member(s).

  • NGR Management may (upon the approval of the Board) elect to purchase all (but not less than all) of the Offered Membership Interests at the price and on the other terms set forth in the Offer Notice, by delivering written notice of such election to the Transferring Member within [ ] Business Days following receipt by NGR Management of the Offer Notice.

  • The Company shall give written notice of any proposed issuance or sale of Offered Membership Interests (the “Additional Issuance Notice”) to each of the Members specifying the total amount of capital to be raised, the type of Membership Interests to be issued and the material terms and conditions pertaining thereto, including the price and proposed issuance date.


More Definitions of Offered Membership Interests

Offered Membership Interests has the meaning ascribed to such term in Section 3.08.
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Related to Offered Membership Interests

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

  • 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.

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

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

  • 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].

  • Purchased Units means, with respect to a particular Purchaser, the number of Common Units equal to the aggregate Purchase Price set forth opposite such Purchaser’s name under the column titled “Purchase Price” set forth on Schedule A hereto divided by the Common Unit Price.

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

  • 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.

  • Offered Units shall have the meaning set forth in Section 11.1 hereof.

  • 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.

  • 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.

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

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

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

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

  • 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.

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

  • 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.

  • Seller Shares means all shares of Common Stock of the Company owned as of the date hereof or hereafter acquired by a Common Holder, as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations and the like.

  • Selling Member has the meaning set forth in Section 10.5(a).

  • 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.

  • Purchaser Shares means the common shares in the capital of the Purchaser.

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

  • Offered Shares has the meaning set forth in Section 3.02(a).