Seller Membership Interests definition

Seller Membership Interests has the meaning set forth in Section 3.01(a). “Sellers’ Representative” shall be Gxxxxx Xxxx.
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Seller Membership Interests means 550 Class A Units of the Company.
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Seller Membership Interests has the meaning set forth in Section 4.3 hereof.
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Examples of Seller Membership Interests in a sentence

  • The Parties believe, based on their independent analysis, that the transfer of the Seller Membership Interests pursuant to this Agreement does not result in the imposition of any sales, use, value-added and similar Taxes and shall act in a manner consistent with such belief.

  • Seller owns the Seller Membership Interests beneficially and of record.

  • At Closing the Purchase Price shall be paid by Buyer to Seller and the Seller Membership Interests owned by Seller in Company shall be assigned and conveyed to Buyer.

  • The Closing for the Seller Membership Interests shall occur at noon Pacific Time on the Company Closing Date at the offices of Lawyer's Title, 0000 X.

  • Upon the terms and subject to the conditions of this Agreement, at the Closing, Seller shall sell, transfer and deliver to Purchaser, and Purchaser shall acquire from Seller, all right, title and interest in and to the Seller Membership Interests in exchange for the amounts set forth in Schedule 1.2 (the “Total Consideration”).

  • Seller desires to sell, transfer and convey the Seller Membership Interests and/or Building Owner Membership Interests, as applicable, to Buyer, and Buyer desires to accept such sale, transfer and conveyance, upon and subject to the terms and conditions set forth in this Agreement.

  • Each of Purchaser and Seller shall, and shall cause its respective Affiliates and Representatives to (as applicable), after the Closing, effect the orderly transition of the Seller Membership Interests to Purchaser.

  • Except as expressly set forth herein, Seller hereby represents and warrants to the Buyer as of the date hereof and, subject to this Article III, on the Company Closing Date, and acknowledge and confirm that the Buyer is relying upon such representations and warranties in connection with the purchase of the Seller Membership Interests.

  • This can be found by clicking on the paper icon next to the event, once the event has been scored.

  • To the Knowledge of Seller, the Seller Membership Interests and the 440 Class B Units beneficially owned by Purchaser and the 10 Class B Units beneficially owned by Handspring Corporation constitute all the Membership Interests.


More Definitions of Seller Membership Interests

Seller Membership Interests has the meaning ascribed to it in the forepart of this Agreement.
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Seller Membership Interests is defined in Section 2.2(a).
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Seller Membership Interests means the membership interests of Seller.
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Related to Seller 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.

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

  • 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.

  • 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 Interests has the meaning set forth in the Recitals.

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

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

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

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

  • Purchased Units means with respect to each Purchaser, the number of Common Units as set forth opposite such Purchaser’s name on Schedule A hereto.

  • 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.

  • Membership Units means the limited liability company interests in the Company held by the Members, expressed as a number of units held by each Member and set forth opposite such Member's name on Schedule I attached hereto, as amended, modified or supplemented from time to time.

  • 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.

  • 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 Shares means all or any portion of a Member’s Shares that the Member seeks to Transfer.

  • 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.

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

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

  • Company 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.

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

  • 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.

  • 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.