Target Membership Interest definition

Target Membership Interest or, collectively, the “Target Membership Interests” has the meaning set forth in the recitals.
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Target Membership Interest means a fully paid and non-assessable membership interest in the capital of the Target;
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Target Membership Interest means any membership interest in any Target.
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Examples of Target Membership Interest in a sentence

  • As of the Effective Time, by virtue of the Merger and without any action on the part of Purchaser, Merger Sub, Target or the respective shareholders of members thereof, the membership interest in Target issued and outstanding immediately prior to the Effective Time (the “Target Membership Interest”) shall cease to exist; provided, however, that the holder of the Target Membership Interest shall be entitled to the Merger Consideration in the form of Purchaser Common Stock.

  • Seller is not a party to any option, warrant, purchase right, or other contract or commitment (other than this Agreement) that could require Seller to sell, transfer, or otherwise dispose of its Target Membership Interest in Astro.

  • Buyer is not acquiring the Target Membership Interest with a view to or for sale in connection with any distribution thereof within the meaning of the Securities Act.

  • All of the representations and warranties of the Parties contained in this Agreement shall survive the Closing hereunder for a period of 18 months and any claim for indemnification hereunder must first be made prior to the expiration of such period, except that the representations and warranties of the Sellers contained in Section 3(a)(vi) regarding title to the Target Membership Interest owned by the Sellers shall survive the Closing indefinitely.

  • If testing reveals that the toxicity of the metabolite to one taxonomicgroup is similar to or higher than the parent then testing may be required on all taxonomic groups.

  • Seller holds of record and owns beneficially the Target Membership Interest set forth next to its name in Section 4(b) of the Disclosure Schedule, and such Target Membership Interest is free and clear of any restrictions on transfer (other than any restrictions under the Securities Act and state securities laws), Liens, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands.

  • Other than its limited liability company agreement, Seller is not a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any its Target Membership Interest in Astro.


More Definitions of Target Membership Interest

Target Membership Interest means any unit membership interest held in Astro.
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Related to Target Membership Interest

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

  • 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.

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

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

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

  • Unit Member means any certificated employee of the district who is included in the appropriate unit as defined in Article 2 and therefore covered by the terms and provisions of this Agreement.

  • 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.

  • Economic Interest means a Person’s right to share in the income, gains, losses, deductions, credits, or similar items of the Company, and to receive Distributions from the Company, but excluding any other rights of a Member, including the right to vote or to participate in management, or, except as may be provided in the Act, any right to information concerning the business and affairs of the Company.

  • 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.

  • 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.

  • Continuing ownership interest means ownership of or entitlement to more than twenty five per cent of shares or capital or profits 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.

  • Student Member means the member of ICCB who has been selected by ICCB's Student Advisory Committee. The student member has all the privileges of membership defined in Section 2-3 of the Act.

  • Membership Unit means an outstanding common membership unit of the LLC.

  • Limited Partner Interest means a Partnership Interest of a Limited Partner in the Partnership representing a fractional part of the Partnership Interests of all Limited Partners 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. A Limited Partner Interest may be expressed as a number of Partnership Common Units, Partnership Preferred Units or other Partnership Units.

  • 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.

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

  • Applicable Ownership Interest means, with respect to the Treasury portfolio,

  • Management Members shall have the meaning set forth in the introductory paragraph of this Agreement.

  • Controlling ownership interest means ownership of or entitlement to more than twenty-five percent of shares or capital or profits of the company;

  • Economic Interest Owner means the owner of an Economic Interest who is not a Member.

  • LLC Interest means a membership interest or similar interest in a limited liability company.

  • 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.

  • Bargaining Unit Member or “employee” means a University employee who is included in the bargaining unit as defined in Article 2: “Recognition and Scope”.

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

  • 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.