Partnership Interest Consideration definition

Partnership Interest Consideration has the meaning set forth in Section 2.1(a).
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Partnership Interest Consideration has the meaning set forth in Section 2.3(ii). “Pre-Transaction Gain” means, with respect to each Protected Property and as reflected on Schedule 2 hereof, the excess of: (i) the fair market value of such Protected Property as of the Closing Date; over (ii) the adjusted tax basis of the Protected Property immediately after the Closing Date (reduced by any income or gain recognized as a result of the Transaction). 7 [NTD: BDO to model the extent (if any) to which any LTD entity or individual guarantees are needed at closing and thereafter during the Tax Protection Period to avoid phantom income for the LTD Contributors in light of the shift in basis under Section 752 over time as book depreciation is claimed. Would require back-to- back guarantees from LTD entities and their members.]
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Partnership Interest Consideration. The term “Partnership Interest Consideration” has the meaning set forth in Section 1.3.
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Examples of Partnership Interest Consideration in a sentence

  • Except for Seller’s right to acquire the Partnership Interest Consideration pursuant to this Agreement, no Person has any written or oral agreement or option or any right or privilege capable of becoming an agreement or option for the purchase, subscription, allotment or issuance of any interest in Buyer.

  • At the Time of Closing, all necessary actions will have been taken by Buyer to issue the Partnership Interest Consideration.

  • If, between the date of this Agreement and the Closing, the outstanding HEP Common Units shall have been changed into a different number of units or a different class of units by reason of any subdivision, reorganization, reclassification, recapitalization, combination or exchange of units, or any similar event shall have occurred, then the Xxxxxxxx Partnership Interest Consideration shall be equitably adjusted to proportionally reflect such change.

  • HEP shall use its reasonable best efforts to cause the HEP Common Units comprising the Sinclair Partnership Interest Consideration as provided for in Article 2, to be approved for listing on the NYSE, subject to official notice of issuance, prior to the Closing.

  • No approval of any holders of any limited partner interests in HEP is required in respect of this Agreement, the Contemplated Transactions or the issuance of the HEP Common Units comprising the Xxxxxxxx Partnership Interest Consideration.

  • HEP is eligible as of the date hereof, and, to the Knowledge of HEP, HEP will be eligible as of the Closing, in each case, to register the HEP Common Units comprising the Sinclair Partnership Interest Consideration for resale by Sinclair HoldCo, under a Registration Statement on Form S-3 promulgated under the Securities Act.

  • The HEP Common Units comprising the Xxxxxxxx Partnership Interest Consideration, when issued in accordance with the terms hereof, will be issued in compliance in all material respects with applicable Laws.

  • The HEP Common Units comprising the Xxxxxxxx Partnership Interest Consideration, when issued in accordance with the terms hereof, will be validly issued and not subject to preemptive rights.

  • No approval of any holders of any limited partner interests in HEP is required in respect of this Agreement, the Contemplated Transactions or the issuance of the HEP Common Units comprising the Sinclair Partnership Interest Consideration.

  • HEP is eligible as of the date hereof, and, to the Knowledge of HEP, HEP will be eligible as of the Closing, in each case, to register the HEP Common Units comprising the Xxxxxxxx Partnership Interest Consideration for resale by Xxxxxxxx HoldCo, under a Registration Statement on Form S-3 promulgated under the Securities Act.

Related to Partnership Interest Consideration

  • 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.

  • Unit Consideration has the meaning set forth in Section 2.2(a).

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

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

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

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

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

  • Stock Consideration has the meaning set forth in Section 2.01(c).

  • 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.

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Holdings or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Holdings or any of its Subsidiaries.

  • Class A LP Units means the Class A limited partnership units of the Partnership.

  • Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));

  • 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.

  • Equity Consideration has the meaning set forth in Section 2.02.

  • Partnership Unit means a fractional, undivided share of the Partnership Interests of all Partners issued hereunder. The allocation of Partnership Units among the Partners shall be as set forth on Exhibit A, as may be amended from time to time.

  • Net Consideration Per Share means the amount equal to the total amount of consideration, if any, received by the Company for the issuance of such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities, plus the minimum amount of consideration, if any, payable to the Company upon exercise or conversion thereof, divided by the aggregate number of shares of Common Stock that would be issued if all such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities were exercised, exchanged or converted.

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

  • 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.

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • Purchase Consideration means the aggregate net cash proceeds received by the Company or Specialty Foods Corporation ("SFC") (after deducting all fees and expenses incurred by the Company, SFC and/or their respective affiliates in connection with the Sale). By way of example, if the Purchase Consideration equaled $100,000,000, your Sale Bonus would be $100,000.00. The Sale Bonus shall be paid to you within three (3) months of the completion of the Sale.

  • Closing Stock Consideration means a number of shares of Parent Common Stock equal to (a) the Stock Consideration, minus (b) any shares of Parent Common Stock used to fund the SC Escrow Amount.

  • Merger Consideration has the meaning set forth in Section 2.1(a).

  • Class B Units means the Class B Units of the Company.

  • 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.

  • Cash Consideration has the meaning set forth in Section 2.2.