Purchased Company Interests definition

Purchased Company Interests means seventy-five percent (75%) of the issued and outstanding Company Interests (which constitute seventy-five percent (75%) of the Equity Securities of the Company).
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Purchased Company Interests has the meaning set forth in the Background. “Qualified Issuer Subsidiary” means any Subsidiary of Issuer other than the Trilogy Entities. “Qualifying IPO” means an underwritten initial public offering of Issuer Common Stock pursuant to an effective registration statement under the Securities Act resulting in at least $200,000,000 of proceeds (net of all underwriting discounts and offering expenses) to Issuer. “Real Property” or “Real Properties” has the meaning set forth in Section 5.15. “REIT” means real estate investment trust as described under Sections 856 through 860 of the Code. “Released Claims” has the meaning set forth in Section 6.9(b).
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Examples of Purchased Company Interests in a sentence

  • Subject to the terms and conditions set forth in this Agreement, at the Closing, Buyer shall purchase from Seller, and Seller shall sell, transfer and assign to Buyer, free and clear of all Liens, the Purchased Company Interests.

  • Seller will transfer (or cause to be transferred) the Purchased Company Interests to Buyer at the Closing in exchange for the Purchase Consideration.

  • The Purchased Company Interests constitute, and will at the Closing constitute, all of Seller’s and its permitted transferees’ membership interests and units in the Company, and neither Seller nor any of its permitted transferees will retain any membership interests and units in the Company after the Closing, other than in each case any Additional Interests acquired by Seller as a result of the AHR Non-Funding Exception.

  • Buyer, Seller and Issuer agree that the purchase and sale of the Purchased Company Interests in exchange for the Purchase Consideration shall be treated as a taxable exchange for U.S. federal income Tax purposes.

  • Except as set forth in the LLC Agreement, there are no contractual obligations of the Company to repurchase, redeem or otherwise acquire any Purchased Company Interests.

  • The Purchased Company Interests purchased and sold pursuant to this Section 3.1 shall constitute seventy-five percent (75%) of the outstanding Equity Securities of the Company.

  • There are no liens for Taxes upon the Purchased Company Interests.

  • There are no voting trusts, proxies, or other agreements or understandings with respect to the voting of the Purchased Company Interests.

  • Other than the sale of the Purchased Company Interests to Buyer pursuant to this Agreement and as set forth in the LLC Agreement, there are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other contracts or commitments that could require Seller to sell the Purchased Company Interests.

  • The Purchased Company Interests do not include any Additional Interests that Seller acquired as a result of an Additional Capital Contribution by Seller after the Agreement Date where an AHR Member did not also fund its then full pro rata share of such Additional Capital Contribution.

Related to Purchased Company Interests

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

  • Intercompany Interests means an Interest in a Debtor held by another Debtor and, for the avoidance of doubt, excludes the Existing Equity Interests.

  • Company Interest means the interest of a Member in Profits, Losses and Distributions.

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

  • Membership 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.

  • 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.

  • Intercompany Interest means an Interest in a Debtor held by another Debtor.

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

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

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

  • Limited Liability Company Interests means the entire limited liability company membership interest at any time owned by any Pledgor in any limited liability company.

  • Contributed Assets shall have the meaning as set forth in Section 2.2.

  • Subsidiary Interests means, collectively, the issued and outstanding shares of stock of the Subsidiary Debtors as of the Petition Date and any options, warrants or other contractual rights to acquire any shares of stock of the Subsidiary Debtors as of the Petition Date.

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

  • Transferred Assets means the assets, rights and properties of the Sellers that the Purchasers shall acquire as of the Closing.

  • 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.

  • Purchased Interest means, at any time, the undivided percentage ownership interest in: (a) each and every Pool Receivable now existing or hereafter arising, (b) all Related Security with respect to such Pool Receivables and (c) all Collections with respect to, and other proceeds of, such Pool Receivables and Related Security. Such undivided percentage interest shall be computed as:

  • 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.

  • Purchased Assets has the meaning set forth in Section 2.1.

  • 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.

  • Purchased Stock means a right to purchase Common Stock granted pursuant to Article IV of the Plan.

  • Transferred Asset means each asset, including any Loan Asset and Substitute Loan Asset (including, if any, the Participation thereof), Conveyed by the Seller to the Purchaser hereunder, including with respect to each such asset, all Related Property; provided that the foregoing will exclude the Retained Interest and the Excluded Amounts.

  • Purchased Securities has the meaning assigned in the Terms;

  • Selling Entity means Parent, any Assignee, and each of their controlled Affiliates (including, from and after the Effective Time, the Company) and Sublicensees.

  • Acquired Assets has the meaning set forth in Section 2.1.