Required Interests definition

Required Interests means each of (i) the Members holding at least a ------------------ majority of the Investor Units and (ii) the Members holding at least a majority of the Management Units.
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Required Interests has the meaning set forth in Section 3.3(a).
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Required Interests shall have the meaning ascribed to it in Section 11(a). ​ ​ ​
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Examples of Required Interests in a sentence

  • No decrease in the number of Directors shall have the effect of shortening the term of any incumbent Director except by the affirmative vote of the Required Interests.

  • Notwithstanding the foregoing, the Managing Member shall have the right, without obtaining the consent of the Required Interests or any Member, to cause the Company to issue additional Investor Units in connection with the repurchase by the Company of any Units held by any Member pursuant to an agreement with such Member.

  • A Conversion Notice delivered by the Required Interests in connection with a contemplated Initial Public Offering shall be automatically deemed to be withdrawn if such Initial Public Offering is for any reason not consummated.

  • An act of the Management Committee will occur only by the affirmative vote or written consent of the applicable Required Interest specified in this Agreement, including the Majority Interest approval requirements set forth in Section 6.1 and other Partnership Interest approval requirements otherwise set forth in this Agreement, and to the same extent as such Required Interests apply to the Partners.

  • Whenever the vote or consent of Members is permitted or required under this Agreement or by law, such vote or consent may be given at a meeting of Members or may be given in accordance with the procedure described in this Section 4.6. Except as otherwise expressly provided in this Agreement, the vote of the Required Interests shall control.

  • A Member may be expelled from the Company by a Required Interests of the Class B Units if that Member (a) has willfully violated any provision of this Agreement, which breach is not cured within ten (10) days from notice by the Company or incapable of being cured; (b) committed fraud, theft, or gross negligence against the Company or one or more Members of the Company, or (c) engaged in wrongful conduct that adversely and materially affects the business or operation of the Company.

  • Upon approval by the Members holding the Required Interests, the Manager may at any time distribute cash not in excess of the Available Cash of the Company provided, however, that no Available Cash may be distributed until both Revolving Loan and Additional Loan (as those terms are defined in the Master Agreement) have been repaid in full and a sinking fund in an amount sufficient to cover the reclamation obligations, as provided in the Master Agreement, has been fully funded.

  • Actions Requiring Approval by the Required Interests Section 4.4 Administrative Services; Manager Compensation.

  • Without the approval of Members holding a majority of the Required Interests, if applicable, the Managing Member will not sell, assign, pledge, mortgage or otherwise dispose of its interest in the Company, will not withdraw from the Company prior to the dissolution of the Company and will not borrow or withdraw any amount from the Company, except as expressly permitted by this Agreement.

  • The wake structures of the swimming fish-like body with finlets are shown in Fig.


More Definitions of Required Interests

Required Interests means the affirmative vote of Members possessing Sharing Ratios, in the aggregate, exceeding eighty (80%) percent.
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Required Interests means at least a majority of the Outstanding Interests.
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Required Interests means the prior written consent of (i) so long as Earl P. Kaplan and his Affiliates own at least 10% of the shares of Common Stock held by Earl P. Kaplan on the Closing Date after giving effect to the transactions contemplated by the Recapitalization Agreement, Earl P. Kaplan (or, in the case of his death or incapacity, David Kaplan), (ii) so long as the EGI Persons hold at least 10% of the shares of Common Stock purchased by SZ Investments, L.L.C. pursuant to the Recapitalization Agreement, EGI and (iii) in the event that Earl P. Kaplan and his Affiliates no longer own 10% of the shares of Common Stock held by Earl P. Kaplan on the Closing Date after giving effect to the transactions contemplated by the Recapitalization Agreement and the EGI Persons no longer hold at least 10% of the shares of Common Stock purchased by SZ Investments, L.L.C. pursuant to the Recapitalization Agreement, the holders of a majority of the outstanding shares of Common Stock.]
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Required Interests means the Member Interests, excluding the interests described in clauses (i) through (iii) above. Except for the consent rights of specified groups of Members specifically set forth herein, the Members of each Class shall be deemed to constitute a single class or group for purposes of all voting and consent rights provided for herein or under the Delaware Act.
Sample 1

Related to Required Interests

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

  • Required Interest shall have the meaning specified in the Standard Terms.

  • Paired Interest means one Class C Paired Interest or one Class D Paired Interest, as applicable.

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

  • Required Investors means the Investors holding a majority of the Registrable Securities.

  • Acquired Indebtedness means, with respect to any specified Person,

  • Preferred Interests means, with respect to any Person, Equity Interests issued by such Person that are entitled to a preference or priority over any other Equity Interests issued by such Person upon any distribution of such Person’s property and assets, whether by dividend or upon liquidation.

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

  • Transferred Interest means, at any time of determination, an undivided percentage ownership interest in (i) each and every then outstanding Receivable, (ii) all Related Security with respect to each such Receivable, (iii) all Collections with respect thereto, and (iv) other Proceeds of the foregoing, which undivided ownership interest shall be equal to the Aggregate Percentage Factor at such time, and only at such time (without regard to prior calculations). The Transferred Interest in each Receivable, together with Related Security, Collections and Proceeds with respect thereto, shall at all times be equal to the Transferred Interest in each other Receivable, together with Related Security, Collections and Proceeds with respect thereto. To the extent that the Transferred Interest shall decrease as a result of a recalculation of the Aggregate Percentage Factor, the Administrative Agent on behalf of the applicable Class Investors shall be considered to have reconveyed to the Transferor an undivided percentage ownership interest in each Receivable, together with Related Security, Collections and Proceeds with respect thereto, in an amount equal to such decrease such that in each case the Transferred Interest in each Receivable shall be equal to the Transferred Interest in each other Receivable.

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

  • Acquired Debt means, with respect to any specified Person:

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

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

  • Capital Interests in any Person means any and all shares, interests (including Preferred Interests), participations or other equivalents in the equity interest (however designated) in such Person and any rights (other than Debt securities convertible into an equity interest), warrants or options to acquire an equity interest in such Person.

  • Deferred Intercompany Transaction has the meaning set forth in Treas. Reg. Section 1.1502-13.

  • After-Acquired Intellectual Property has the meaning assigned to such term in Section 4.02(d).

  • 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.

  • Offered Interest has the meaning set forth in Section 11.2.1.

  • 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:

  • Permitted Equity Interests means common stock of the Borrower that after its issuance is not subject to any agreement between the holder of such common stock and the Borrower where the Borrower is required to purchase, redeem, retire, acquire, cancel or terminate any such common stock.

  • Existing Equity Interests means any Equity Security, including all issued, unissued, authorized, or outstanding shares of capital stock and any other common stock, preferred stock, limited liability company interests, and any other equity, ownership, or profit interests of Mariposa Intermediate, including all options, warrants, rights, stock appreciation rights, phantom stock rights, restricted stock units, redemption rights, repurchase rights, convertible, exercisable, or exchangeable securities, or other agreements, arrangements, or commitments of any character relating to, or whose value is related to, any such interest or other ownership interest in Mariposa Intermediate, whether or not arising under or in connection with any employment agreement and whether or not certificated, transferable, preferred, common, voting, or denominated “stock” or a similar security.

  • New Equity Interests means the limited liability company

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

  • Excluded Equity Interests means, collectively: (i) any Equity Interests in any Subsidiary with respect to which the grant to the Collateral Agent, for the benefit of Lenders and the other Secured Parties, of a security interest in and Lien upon, and the pledge to the Collateral Agent, for the benefit of Lenders and the other Secured Parties, of, such Equity Interests, to secure the Obligations (and any guaranty thereof) are validly prohibited by Requirements of Law; (ii) any Equity Interests in any Subsidiary with respect to which the grant to the Collateral Agent, for the benefit of Lenders and the other Secured Parties, of a security interest in and Lien upon, and the pledge to the Collateral Agent, for the benefit of Lenders and the other Secured Parties, of, such Equity Interests, to secure the Obligations (and any guaranty thereof) require the consent, approval or waiver of any Governmental Authority or other third party and such consent, approval or waiver has not been obtained by Borrower following Borrower’s commercially reasonable efforts to obtain the same; (iii) any Equity Interests in any Subsidiary that is a non-Wholly-Owned Subsidiary that the grant to the Collateral Agent, for the benefit of Lenders and the other Secured Parties, of a security interest in and Lien upon, and the pledge to the Collateral Agent, for the benefit of Lenders and the other Secured Parties, of, such Equity Interests, to secure the Obligations (and any guaranty thereof) are validly prohibited by, or would give any third party (other than Borrower or an Affiliate of Borrower) the right to terminate its obligations under, the Operating Documents or the joint venture agreement or shareholder agreement with respect to, or any other contract with such third party relating to such non-Wholly-Owned Subsidiary, including any contract evidencing Indebtedness of such non-Wholly-Owned Subsidiary (other than customary non-assignment provisions which are ineffective under Article 9 of the Code or other Requirements of Law), but only, in each case, to the extent, and for so long as such Operating Document, joint venture agreement, shareholder agreement or other contract is in effect; (iv) any Equity Interests in any other Subsidiary with respect to which, Borrower and the Collateral Agent reasonably determine by mutual agreement that the cost (including Tax costs) of granting the Collateral Agent, for the benefit of Lenders and the other Secured Parties, a security interest in and Lien upon, and pledging to the Collateral Agent, for the benefit of Lenders and the other Secured Parties, such Equity Interests, to secure the Obligations (and any guaranty thereof) are excessive, relative to the value to be afforded to the Secured Parties thereby.

  • Additional Secured Debt Designation means a notice in substantially the form of Exhibit A.

  • Acquired Intellectual Property has the meaning given in Section 2.1(b).