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 any Member has not responded within such ten (10)-day period, such Member shall be deemed to have elected not to purchase any Offered Membership Interests.

  • Such electing Members shall have the right to purchase such additional portion of the remaining Offered Membership Interests in an amount up to an electing Member’s Pro Rata Share of the remaining Offered Membership Interests, except as otherwise mutually agreed by the electing Members.

  • Any remaining Offered Membership Interests not elected to be purchased by the end of such ten (10)-day period shall be reoffered by the Transferor Person for a five (5)-day period to the Members who have elected to purchase the Offered Membership Interests.

  • Initially, each party (or if there is more than one purchaser, the selling party and a majority of the purchasers) shall, within ten (10) days after the expiration of the thirty (30)-day period in subsection (a) above, appoint an appraiser with experience in appraising the value of closely held businesses or agree to a single appraiser to appraise the Fair Market Value of the Offered Membership Interests.

  • The number of Membership Interests that such Member can substitute shall be determined by multiplying the number of Offered Membership Interests by the Fully Diluted Percentage Interest of such electing Member, and rounding up any fractional number of Membership Interests by one (1) Membership Interest.

  • The third-party appraiser may not assign a Fair Market Value to the Offered Membership Interests greater than the greatest value claimed by either of the other appraisers or less than the smallest value claimed by either of the other appraisers.

  • The closing of any purchase of Offered Membership Interests or any sale of Co-Sale Membership Interests or Tag-Along Membership Interests by the Members shall take place at the principal office of the Company, unless otherwise agreed.

  • If separate appraisers for each party conduct appraisals and such initial appraisals vary as to the Fair Market Value of the Offered Membership Interests by less than twenty percent (20%) of the higher appraisal, then the average of such initial appraisals shall be controlling as to the Fair Market Value of the Offered Membership Interests.

  • Concurrently with subsections (i) and (ii) above, each Member, to the extent that it has not otherwise elected to purchase Offered Membership Interests pursuant to subsection (ii) above, shall have a right, exercisable during the ten (10)-day period described in subsection (ii) above (the “Tag-Along Rights”), to substitute Membership Interests owned by it in place of a portion of the Offered Membership Interests to be sold at the price and on the terms set forth in the Transfer Notice.

  • In the event all such Offered Membership Interests are not purchased by the purchasers as provided herein, then such spouse or estate shall hold such remaining Offered Membership Interests subject to this Agreement in all respects.


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.

  • 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.

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

  • Membership Units means membership interests in the Company.

  • 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 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.

  • 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 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.

  • 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 5.1.3.

  • 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 such Act.

  • Contributed 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.

  • 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 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.

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

  • Controlling ownership interest means ownership of or entitlement to more than twenty-five percent of shares or capital or profits of the company;

  • 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.