Ownership Interest Share definition

Ownership Interest Share is defined in Section 1(e)(ii)(A).
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Ownership Interest Share of each Holder means the amount, expressed as a percentage, each Holder is entitled to receive of the Merger Consideration pursuant to the Fuse Limited Liability Company Agreement in effect prior to the Effective Time; and (B) “Merger Consideration” means an aggregate of 3,600,000 shares of TEEE common stock (on a post-Reverse Stock Split basis), representing 90% of the issued and outstanding common stock of TEEE after giving effect to the Merger (on a post-Reverse Stock Split basis).
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Ownership Interest Share of each Seller means the amount, expressed as a percentage, each Seller is entitled to receive of that portion of the Purchase Consideration paid to Sellers;
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Examples of Ownership Interest Share in a sentence

  • Should all of the AMI Parties elect to participate in an acquisition of an Acquired Interest, upon payment of its Ownership Interest Share of the acquisition costs (or to the extent not yet due, upon agreement to pay when due), each AMI Party shall be entitled to its Ownership Interest Share of the Acquired Interest, and the Acquiring Party shall execute an Assignment, in substantially the form attached hereto as Exhibit B, in favor of the Notified Parties.

  • Ownership Interest Share of Profit from Investments in Equity Accounted Investees Investments in Equity Accounted Investees At December 31Year ended December 31At December 31 ($ millions)December 31, 2017December 31, 20162017201620172016Alliance(1)50% 40 2,776 Aux Sable(1)42.7% - 50% 22 (1) On October 2, 2017 Pembina acquired Investments in Equity Accounted Investees through the acquisition of Veresen Inc.

  • Except for the Escrowed Shares and Escrowed Cash that remains in escrow subject to an Outstanding Escrow Claim as of the Survival Period Termination Date, if any, title and all rights to the remaining Escrowed Shares and Escrowed Cash shall automatically transfer to the Effective Time Holders based on their Ownership Interest Share.

  • The AMI Parties that acquire part of a non-participating AMI Party's Ownership Interest Share in an Acquired Interest shall be responsible for a proportionate share of such non-participating AMI Party's share of the costs of such Acquired Interest.

  • Xxxxxxxxxx 1998 Trust acknowledge and agree that they shall be jointly and severally liable with each other for all of the Hxxxxxxxxx Sellers’ aggregate Ownership Interest Share, and (B) if the K.

  • The Unaccredited Investors to receive cash will be determined by starting with that Effective Time Holder who is not an Accredited Investor owning the smallest Ownership Interest Share, and continuing upward based on the amounts of Ownership Interest Share until the total number of Effective Time Holders who are Unaccredited Investors is 30.

  • Except as set forth below, any amounts payable by the Effective Time Holders pursuant to Section shall be satisfied solely and exclusively by (A) the Effective Time Holders surrendering Escrowed Shares in proportion to their Ownership Interest Share in accordance with the terms of the Escrow Agreement, and (B) if and to the extent that a Buyer Indemnified Party is entitled to indemnification in amounts in excess of any then remaining Escrowed Shares, Parent’s withholding of the delivery of Earn-out Shares.

  • Xxxxxxxxxx 1998 Trust, jointly and severally, shall be limited to the Hxxxxxxxxx Sellers’ aggregate Ownership Interest Share of the Transaction Cap; provided that nothing in this Section 7.2(e)(i) alters the joint and several liability of the K.

  • As soon as any Outstanding Escrow Claims are resolved pursuant to the procedures set forth in this Article 7, the Escrow Agent shall release any remaining Escrowed Shares and Escrowed Cash held by the Escrow Agent pursuant to the terms of the Escrow Agreement to the Effective Time Holders based on their Ownership Interest Share.

  • Xxxxxxxxxx 1998 Trust shall be jointly and severally liable with each other as to all of the Hxxxxxxxxx Sellers for the Hxxxxxxxxx Sellers’ aggregate Ownership Interest Share.


More Definitions of Ownership Interest Share

Ownership Interest Share or "Participation Share" shall mean, relative to any particular Prospect Area and unless expressly provided otherwise herein, the respective interests set out for each of BOG and Aspect in Exhibit C hereto; provided that, in the event fewer than all of the AMI Parties elect to participate in any particular Acquired Interest within a Prospect Area, the Ownership Interest Shares and Participation Shares shall be adjusted as to such Acquired Interest as more particularly described in Article II, below.
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Ownership Interest Share of each Effective Time Holder means the amount, expressed as a percentage, (A) each Effective Time Holder (other than the Bonus Unitholders) is entitled to receive of the Net Merger Consideration and the Earn-out Consideration and (B) each Bonus Unitholder is entitled to receive of the Net Merger Consideration, in each case pursuant to the Operating Agreement and/or the terms of such Effective Time Holder’s Outstanding Options and/or Outstanding Warrants and/or Bonus Award Units, as the case may be; (ii) “Merger Consideration” means $30,500,000, plus or minus the Working Capital Adjustment, if any, plus the amount of Cash as of the Closing Date; (iii) “Net Merger Consideration” means the Merger Consideration, minus each of (A) the Indebtedness Pay-Off Amount, (B) the Paid Transaction Costs, (C) the Accrued Dividends, (D) the Representative Holdback Amount, and (E) the Unaccredited Investor Amount, excluding any earn-out portion (the sum of the deductions referenced in clauses (A) through (E), the “Deductions”); (iv) the “Parent Volume Weighted Average Price” means $2.62; (v) “Earn-out Consideration” has the meaning determined in accordance with Section 1.10; and (vi) “Total Merger Consideration” means the sum of the Net Merger Consideration and the Earn-out Consideration. The Net Merger Consideration shall be paid in the form of: (a) 9,732,824 shares of Parent Common Stock (the “Parent Stock Consideration”); and (b) cash in an amount of $5,000,000 plus the amount of Cash at the Closing Date, plus or minus the Working Capital Adjustment, minus the Deductions (such balance, the “Cash Consideration”) provided that if the Cash Consideration is a negative number then the number of shares of Parent Common Stock deliverable as Net Merger Consideration shall be reduced in an amount equal to the amount of such negative number divided by the Parent Volume Weighted Average Price. The Earn-Out Consideration shall be paid in the form of that number of authorized shares of Parent Common Stock equal to the quotient of the Earn-Out Consideration divided by the Parent Volume Weighted Average Price, rounded up or down to the nearest whole share; provided however, that in no event shall the aggregate number of shares of Parent Common Stock issued as Total Merger Consideration exceed 13,600,000; and provided further, however, that any portion of the earn-out payable to the Effective Time Holders entitled thereto who are recipients of the Unaccredited Investor Amount shall be ...
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Ownership Interest Share is defined in Section 1.6(b). Because the Bonus Unitholders do not share in the Earn-out Consideration pursuant to the terms of the Bonus Plan, the Ownership Interest Share of the Effective Time Holders will be different for the Net Merger Consideration than for the Earn-out Consideration, and this difference shall be reflected on the Spreadsheet.
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Related to Ownership Interest Share

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

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

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

  • 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.

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

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

  • Deemed Partnership Interest Value means, as of any date with respect to any class of Partnership Interests, the Deemed Value of the Partnership Interests of such class multiplied by the applicable Partner's Percentage Interest of such class.

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

  • 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.

  • Interest Shares means the shares of Common Stock and the related Preferred Share Purchase Rights issuable in payment of interest on the Note.

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

  • Continuing ownership interest means ownership of or entitlement to more than twenty five per cent of shares or capital or profits of the company;

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

  • 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.

  • Interest Share Amount shall have the meaning set forth in Section 2(a).

  • 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.

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

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

  • 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.

  • Original Class B-2 Fractional Interest As to the first Distribution Date, the percentage obtained by dividing the sum of the Original Class B-3 Principal Balance, the Original Class B-4 Principal Balance, Original Class B-5 Principal Balance and the Original Class B-6 Principal Balance by the sum of the Original Class A Non-PO Principal Balance and the Original Class B Principal Balance. The Original Class B-2 Fractional Interest is specified in Section 11.17.

  • 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.

  • Original Class B-5 Fractional Interest As to the first Distribution Date, the percentage obtained by dividing the Original Class B-6 Principal Balance by the sum of the Original Class A Non-PO Principal Balance and the Original Class B Principal Balance. The Original Class B-5 Fractional Interest is specified in Section 11.20.

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

  • Original Class B-1 Fractional Interest As to the first Distribution Date, the percentage obtained by dividing the sum of the Original Class B-2 Principal Balance, the Original Class B-3 Principal Balance, the Original Class B-4 Principal Balance, Original Class B-5 Principal Balance and the Original Class B-6 Principal Balance by the sum of the Original Class A Non-PO Principal Balance and the Original Class B Principal Balance. The Original Class B-1 Fractional Interest is specified in Section 11.16.

  • Certificate Percentage Interest means, with respect to a Certificate, the percentage specified on such Certificate as the Certificate Percentage Interest, which percentage represents the beneficial interest of such Certificate in the Trust. The initial Certificate Percentage Interest held by the Depositor shall be 100%.

  • Original Class B-4 Fractional Interest As to the first Distribution Date, the percentage obtained by dividing the sum of the Original Class B-5 Principal Balance and the Original Class B-6 Principal Balance by the sum of the Original Class A Non-PO Principal Balance and the Original Class B Principal Balance. The Original Class B-4 Fractional Interest is specified in Section 11.19.