Target Membership Interests definition

Target Membership Interests has the meaning set forth in the recitals.
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Target Membership Interests means any share of the Membership Interest of Target.
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Target Membership Interests means 100% of the outstanding Membership Interests of the Company, which are 100% owned by the Seller and represent 100% of the outstanding equity interests in the Company.
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Examples of Target Membership Interests in a sentence

  • The Target Membership Interests are not subject to any Liens (as defined in Section 2.11(b)(vii)) or to any rights of first refusal of any kind, and Seller has not granted any rights to purchase the Target Membership Interests to any other person or entity.

  • All Merger Consideration paid or payable upon the surrender of Certificates in accordance with the terms hereof shall be deemed to have been paid or payable in full satisfaction of all rights pertaining to the Target Membership Interests formerly represented by such Certificate, and from and after the Effective Time, there shall be no further registration of transfers of Target Membership Interests on the transfer books of the Surviving Corporation.

  • Except as disclosed in Section 3.18 of the Disclosure Schedules, no executive officer or director of the Target or any person owning 5% or more of the Target Membership Interests (or any of such person’s immediate family members or Affiliates or associates) is a party to any Contract with or binding upon the Target or any of its assets, rights or properties or has any interest in any property owned by the Target or has engaged in any transaction with any of the foregoing within the last twelve (12) months.

  • At the Effective Time, as a result of the Merger and without any action on the part of Parent, Merger Sub, the Target or any Target Members, the Target Membership Interests issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive the Closing Merger Consideration.

  • Seller has the sole right to transfer the Target Membership Interests to Buyer.

  • The consideration for the Merger (the “Closing Merger Consideration”) will be paid to Target Members on a 1 for 10,000 exchange basis such that each one percent (1%) interest in Target resulting from the Target Membership Interests shall be exchanged for 10,000 shares of Parent Series F Preferred Stock.

  • The Target Membership Interests constitute all of the Company equity interest owned, beneficially or of record, by Seller.

  • The Selling Members shall have taken all action necessary to transfer the Target Membership Interests to Purchaser pursuant to this Agreement.

  • Purchaser desires to purchase the Target Membership Interests from the Selling Members for the Purchase Price and subject to the terms and conditions of this Agreement.

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


More Definitions of Target Membership Interests

Target Membership Interests means the “membership interests” of Target (as such ​ ​ term is used in the Target LLC Agreement).
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Target Membership Interests has the meaning assigned to it in the Preamble.
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Target Membership Interests means 25% of the Membership Interests of the Company, and represent 25% of the equity interests in the Company.
Sample 1

Related to Target Membership Interests

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

  • 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.

  • 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.

  • 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.

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

  • 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.

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

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

  • 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.

  • 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.

  • 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.

  • 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.

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

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

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

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

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

  • Class B Units means the Class B Units of the Company.

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

  • LLC Units has the meaning set forth in the LLC Agreement.

  • LP Units means the non-voting limited partnership units in the capital of BEP, other than the Preferred Units, including any LP Units issued pursuant to the Redemption-Exchange Mechanism.

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

  • Class A Units means the Units of partnership interest in the Partnership designated as the “Class A Units” herein and having the rights pertaining thereto as are set forth in 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;