Subsidiary Membership Interests definition

Subsidiary Membership Interests has the meaning set forth in the Recitals of this Agreement. “Target Net Working Capital” means $2,300,000. “Tax” or “Taxes” means all federal, state, local, and foreign income, gross income, profits, franchise, sales, use, ad valorem, property, severance, production, excise, stamp, documentary, real property transfer or gain, gross receipts, goods and services, registration, capital, transfer, or withholding taxes or other assessments, duties, fees or charges imposed by any Governmental Body, including any interest, penalties which
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Subsidiary Membership Interests has the meaning set forth in the Recitals of this Agreement.
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Subsidiary Membership Interests means, with respect to any Subsidiary of Xxxx Canada the ownership interest of which is not represented by certificated or uncertificated securities, all Membership Interests issued by such Subsidiary.
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Examples of Subsidiary Membership Interests in a sentence

  • Upon consummation of the transactions contemplated hereby, Purchaser will acquire good, valid, and marketable title to all of the Membership Interests and all of the Subsidiary Membership Interests, free and clear of all Liens, other than Liens that may arise by virtue of any actions taken by or on behalf of Purchaser or its Affiliates.

  • Seller has good, valid, and marketable title to, and is the record and beneficial owner of, all of the Membership Interests and (directly or indirectly) all of the Subsidiary Membership Interests, free and clear of all Liens, other than (i) Liens that will be released at or before Closing and (ii) restrictions on transfer that may be imposed by federal or state securities Laws or the Governing Documents of the Company Group.

  • The Membership Interests constitute 100% of the Equity Securities in the Acquired Company, and the Subsidiary Membership Interests constitute 100% of the Equity Securities in the Acquired Subsidiaries.


More Definitions of Subsidiary Membership Interests

Subsidiary Membership Interests has the meaning set forth in Section 4(g).
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Subsidiary Membership Interests means all membership interests of Peshtigo Power, LLC, a Wisconsin limited liability company, owned by Borrower.
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Subsidiary Membership Interests means, with respect to any Subsidiary of RDI the ownership interest of which is not represented by certificated or uncertificated securities, all Membership Interests issued by such Subsidiary.
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Subsidiary Membership Interests shall have the meaning assigned to such term in SECTION 3.4.
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Subsidiary Membership Interests means the limited liability company membership interests in the Subsidiaries.
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Related to Subsidiary 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.

  • 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.

  • 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].

  • Ownership Interests means, with respect to any Person, all of the shares of Capital Stock of such Person and all debt securities of such Person that can be converted or exchanged for Capital Stock of such Person, whether voting or nonvoting, and whether or not such Capital Stock or debt securities are outstanding on any date of determination.

  • Partnership Interest means an ownership interest in the Partnership held by either a Limited Partner or the General Partner and includes any and all benefits to which the holder of such a Partnership Interest may be entitled as provided in this Agreement, together with all obligations of such Person to comply with the terms and provisions of this Agreement.

  • Subsidiary Shares has the meaning ascribed to it in Section 3.3(a).

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

  • 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.

  • Subsidiary Equity Interests has the meaning specified in Section 5.6.

  • Membership Units means membership interests in the Company.

  • 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.

  • 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.

  • Common Interests of any Person means Capital Interests in such Person that do not rank prior, as to the payment of dividends or as to the distribution of assets upon any voluntary or involuntary liquidation, dissolution or winding up of such Person, to Capital Interests of any other class in such Person.

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

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

  • LLC Interests shall have the meaning given to such term in Section 5.1.3.

  • Equity Interests means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

  • 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.

  • Voting Equity Interests means Equity Interests in a corporation or other Person with voting power under ordinary circumstances entitling the holders thereof to elect the Board of Directors or other governing body of such corporation or Person.

  • New Equity Interests means the limited liability company

  • 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.

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

  • Preferred Equity Interests means, with respect to any Person, Equity Interests in such Person which are entitled to preference or priority over any other Equity Interest in such Person in respect of the payment of dividends or distribution of assets upon liquidation or both.

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