Transocean Member Interest definition

Transocean Member Interest has the meaning set forth in the LLC Agreement.
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Transocean Member Interest means the non-economic ownership interest of the Transocean Member in the Company, which includes any and all rights, powers and benefits to which the Transocean Member is entitled as provided in this Agreement, together with all obligations of the Transocean Member to comply with the terms and provisions of this Agreement, but does not include the Incentive Distribution Rights or any other Non-Transocean Member Interest that may be owned by the Transocean Member.
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Transocean Member Interest has the meaning set forth in the LLC Agreement. “Underwriting Agreement” has the meaning set forth in the LLC Agreement.
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Examples of Transocean Member Interest in a sentence

  • In the case of a transfer pursuant to and in compliance with this Section 4.6, the transferee or successor (as the case may be) shall, subject to compliance with the terms of Section 10.3, be admitted to the Company as the Transocean Member immediately prior to the transfer of the Transocean Member Interest, and the business of the Company shall continue without dissolution.

  • As of the date of this Agreement, the issued and outstanding Membership Interests of the Company consisted of (a) 40,914,962 Company Common Units; (b) no Company Common Units held by the Company in its treasury; (c) 27,586,207 Subordinated Units; (d) the Incentive Distribution Rights; (e) the Transocean Member Interest; and (f) 212,971 Company Common Units reserved for issuance upon the settlement of outstanding Phantom Unit Awards.

  • All issued Company Common Units, Subordinated Units, Incentive Distribution Rights and the Transocean Member Interest are duly authorized, validly issued, fully paid (to the extent required under the Company LLC Agreement), nonassessable (except as such nonassessability may be affected by Sections 20, 31, 40 and 49 of the ▇▇▇▇▇▇▇▇ Islands Act and except as may otherwise be provided in the Company LLC Agreement) and free of preemptive rights (except as provided in the Company LLC Agreement).

  • At the Effective Time, by virtue of the Merger, (A) the Company Common Units that are held by Parent, Holdings or Merger Sub or by any Subsidiary of Parent immediately prior to the Effective Time (the “Excluded Common Units”), (B) the Subordinated Units, (C) the Transocean Member Interest and (D) the Incentive Distribution Rights shall remain outstanding as Membership Interests in the Surviving Entity, unaffected by the Merger.

  • Any and all obligations of the Transocean Member or its Affiliates under any employee benefit plans, employee programs or employee practices adopted by the Transocean Member as permitted by this Section 7.12(c) shall constitute obligations of the Transocean Member hereunder and shall be assumed by any successor Transocean Member approved pursuant to Sections 11.1 or 11.2 or the transferee of or successor to all of the Transocean Member’s Transocean Member Interest pursuant to Section 4.6.

  • The Transocean Member Interest has been duly authorized and validly issued in accordance with the LLC Agreement, and is fully paid (to the extent required under the LLC Agreement) and nonassessable (except as such nonassessability may be affected by Sections 20, 31, 40 and 49 of the ▇▇▇▇▇▇▇▇ Islands Limited Liability Company Act of 1996 (the “LLCA”) and except as may otherwise be provided in the LLC Agreement).

  • The Selling Unitholder owns of record the Transocean Member Interest (as defined in the LLC Agreement) of the Company.