Company Membership Interest definition

Company Membership Interest means all of the issued and outstanding membership interests of the Company.

Company Membership Interest has the meaning set forth in Section 3.24.

Company Membership Interest means the membership interest of the Company existing after the consummation of the Conversion.

Examples of Company Membership Interest in a sentence

• The Member hereby agrees to transfer the Company Membership Interest to each Executive in exchange for 90% of the Executive’s right, title and interest in and to such Executive’s EM Membership Interest.

• Each Executive hereby agrees to acquire from Member such Executive’s Company Membership Interest in exchange for 90% of his or her right, title and interest in and to such Executive’s EM Membership Interest.

• The Promissory Note Principal Amount is to be treated for income tax purposes as a sale of Target Company Membership Interest by the Target Company Members to Holdings.

• Except as set forth on Section 3.5 of the of the Disclosure Schedules, neither the Target Company nor any of its Subsidiaries owns or holds the right to acquire any Target Company Membership Interest or any other security or interest in any other Person or has any obligation to make any Investment in any Person.

• The parties intend that the Target Company Membership Interest exchanged for Holdings Equity pursuant to the Merger are tax-deferred contributions of capital by the Target Company Members in exchange for stock in Holdings under Section 351 of the Code.

More Definitions of Company Membership Interest

Company Membership Interest means an interest of a member of the Company (including said member’s right to and share of profits and losses, gains, deductions, credits, cash (excluding any cash distributed by the Company to Seller prior to Closing), assets and distributions of the Company.

Company Membership Interest shall be as defined in the Recitals.

Company Membership Interest means an ownership interest in the Company, which includes a Member's share of the profits and losses of the Company, a Member's right to receive distributions of the Company's assets, a Member's right to vote or participate in the management of the Company as permitted under the Company's operating agreement, and a Member's right to information concerning the business and affairs of the Company, as provided in the Company's operating agreement and under the provisions of the California Limited Liability Company Act.

Company Membership Interest shall have the meaning as set forth in Section 1.4(b) "CONTRACT" shall have the meaning as set forth in Section 7.x.7 of each Representation and Warranty Exhibit. "DESIGNATED CONTRACTS" shall have the meaning as set forth in Section 4.1. "DISPOSED SHARES" shall have the meaning as ser forth in Section 5.1(d). "DOWNSTATE ASSUMED LIABILITIES" shall have the meaning as set forth in Section 2.1(b)(i) "DOWNSTATE CURRENT LIABILITIES" shall have the meaning as set forth in Section 2.1(b)(i)(A) "DOWNSTATE LONG-TERM LIABILITIES" shall have the meaning as set forth in Section 2.1(b)(i)(B) "DOWNSTATE MEMBERSHIP INTEREST" shall have the meaning as set forth in Section 1.1(b) "DOWNSTATE PERCENTAGE" shall have the meaning as set forth in Section 1.1(b) "DOWNSTATE" shall have the meaning as set forth in the Introduction hereto. "DOWNSTATE ASSETS" shall have the meaning as set forth in Section 2.1. "DOWNSTATE PURCHASE PRICE" shall have the meaning as set forth in Section 1.2(b). "DOWNSTATE EXCLUDED ASSETS" shall have the meaning as set forth in Section 2.1. "DOWNSTATE STOCK PORTION" shall have the meaning as set forth in Section 1.1(b)." "DOWNSTATE REPRESENTATIVE" shall have the meaning as set forth in Section 15.1. "DOWNSTATE CLOSING DATE BALANCE SHEET" shall have the meaning as set forth in Section 2.5(b)(i) "DOWNSTATE EXCLUDED LIABILITIES" shall have the meaning as set forth in Section 2.1(ii). "DOWNSTATE REIMBURSEMENT LIABILITIES" shall have the meaning as set forth in Section 2.1(ii). "DOWNSTATE REPRESENTATION AND WARRANTY EXHIBIT" shall have the meaning as set forth in Section 7.2. "EMPLOYMENT AGREEMENT" shall have the meaning as set forth in Section 10.18. "EQUIPMENT AND MANAGEMENT SERVICES" shall have the meaning as set forth in the Introduction hereto. "ESTIMATED CLOSING DATE BALANCE SHEET" shall have the meaning as set forth in Section 3.1(ii). "ESTIMATED CLOSING DATE WORKING CAPITAL" shall have the meaning as set forth in Section 3.1(a)(i). "ESTIMATED LONG ISLAND CLOSING DATE WORKING CAPITAL" shall have the meaning as set forth in Section 3.3(a)(i). "ESTIMATED LONG-TERM LIABILITIES" shall have the meaning as set forth in Section 3.1(ii)(A). "ESTIMATED LONG ISLAND CLOSING DATE BALANCE SHEET" shall have the meaning as set forth in Section 3.3(ii). "ESTIMATED LITHOTRIPSY PRACTICE CLOSING DATE BALANCE SHEET" shall have the meaning as set forth in Section 10.24. "EXCHANGE ACT" shall have the meaning as set forth in Section 5.1(h)(iv). "EXISTING EQUITY HOLDERS" shall...

Company Membership Interest means a common or preferred membership interest in the Company.

Company Membership Interest means, with respect to a Person, the entire ownership interest and rights of such Person (expressed as a percentage), in the Company (whether in the capital or profits thereof). The sum of the Company Membership Interest for all such Persons shall equal 100%.

Company Membership Interest. See Recitals;