Valuation of Membership Interest Sample Clauses

Valuation of Membership Interest. Valuation of the Membership Interest shall be calculated as of the close of business on the Friday prior to each Regular Meeting. Such valuation shall be reported to the Members at each Regular Meeting.
Sample 1
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Valuation of Membership Interest. The value of a Member’s Membership Interest shall be the simple book value defined as the Member’s pro-rate share of all the Membership Interests of the Company multiplied by net equity in the Company. For purposes of this section only, net equity shall mean the net assets minus net liabilities of the Company.
Sample 1
Valuation of Membership Interest. GBS Nevada Partners LLC’s Membership Interest shall be equally valued on a percentage basis to Growblox Science, Inc.’s Membership Interest in the event Growblox Science, Inc. pursues and receives a buyout offer from a third party buyer. In no event shall GBS Nevada Partners LLC’s Membership Interest or any part thereof ever receive a lessor valuation due to the fact it is a minority interest.
Sample 1
Valuation of Membership Interest. The value of a Member’s Membership Interest shall be the simple book value defined as the Member’s pro-rate share of all the Membership Interests of the Company multiplied by net equity in the Company. For purposes of this section only, net equity shall mean the net assets minus net liabilities of the Company. 10.04 Transferee Not Member in Absence of Unanimous Consent. Notwithstanding anything contained in this Operating Agreement to the contrary (including, without limitation, Section 10.02 above), if all of the remaining Members do not approve by unanimous written consent the proposed transfer or gift of the Transferring or Gifting Member’s Membership Interest or Economic Interest to a transferee, donee, assignee, etc. that is not a Member immediately before the transfer or gift, the proposed transferee or donee shall have no right to participate in the management of the business and affairs of the Company or to become a Member. The transferee or done shall be an Economic Interest Owner. No transfer of a Member’s interest in the Company (including any transfer of the Economic Interest or any other transfer that has not been approved by unanimous written consent of the Members) shall be effective unless and until written notice (including the name and address of the proposed transferee or done and the date of such transfer) has been provided to the Company and the nontransferring Member(s). - 22 - a. Upon and contemporaneously with any transfer or gift of a Transferring or Gifting Member’s Economic Interest in the Company that does not at the same time transfer the balance of the rights associated with the Membership Interest of the Transferring or Gifting Member (including, without limitation, the rights of the Transferring or Gifting Member to participate in the management of the business and affairs of the Company), the Company shall purchase from the Transferring or Gifting Member, and the Transferring or Gifting Member shall transfer to the Company, for a purchase price of $100.00, all remaining Membership Interest retained by the Transferring Member that immediately before the sale or gift were associated with the transferred Economic Interest. b. The restrictions on transfer contained in this Section 10.04 are intended to comply (and shall be interpreted consistently) with the restrictions on transfer set forth in the Florida Act. 10.05
Sample 1

Related to Valuation of Membership Interest

  • Transfer of Membership Interest The Sole Member may Transfer any part or all of its rights and interest (including, but not limited to, its Capital Account) in the Company (each a “Membership Interest”) now owned or hereafter acquired to any Person, and the transferee of such Membership Interest shall become a Member of the Company.

  • Membership Interest The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.

  • Transfer of Membership Interests (a) The Member may transfer its Membership Interest, in whole but not in part, but the transferee shall not be admitted as a Member except in accordance with Section 6.07. Until the transferee is admitted as a Member, the Member shall continue to be the sole member of the Company (subject to Section 1.02) and to be entitled to exercise any rights or powers of a Member of the Company with respect to the Membership Interest transferred.

  • Assignment of Membership Interest A Member may not assign the Member’s interest in the Company except with the written consent of all the other Members of record. Any such consent to assignment automatically entitles the assignee to become a Member. A Member’s membership interest may be evidenced by a certificate of membership interest issued by the Company.

  • Transfers of Membership Interests (a) A Member may not transfer, assign, sell, pledge, hypothecate or otherwise dispose of any of the attributes of his, her or its Membership Interest (collectively, a “Transfer”), in whole or in part, to any Person without the prior written consent of the Board of Managers, which consent the Board of Managers may withhold in its sole discretion, and any attempted Transfer of a Membership Interest shall be null and void ab initio unless effected in accordance with this Article XI.

  • Partnership Interest Except as provided in this Agreement and the Transferor Partnership Agreement, no right (contingent or otherwise) to purchase or acquire the Transferor Partnership Interests held by such Transferor Partner is authorized or outstanding. Except as disclosed on Schedule 5.34, such Transferor Partner owns and holds the Transferor Partnership Interests set forth opposite its name on Schedule I beneficially and of record free and clear of any liens, pledges and encumbrances of any kind whatsoever and free of any rights of assignment of any third party. Prior to the Closing, all liens disclosed on Schedule 5.34 will be paid in full. Upon the Closing, good, valid, marketable, and indefeasible title to such Transferor Partnership Interests shall be vested in the BRI Partnership free and clear of any lien, claim, charge, pledge, encumbrance, limitation, agreement or instrument whatsoever. The provisions of this Section 5.34 shall survive the Closing indefinitely.

  • Membership Interests; Additional Members Holdings is the sole initial Member of the Company as reflected in Exhibit A attached hereto. Additional Persons may be admitted to the Company as Members, and Membership Interests may be issued, on such terms and conditions as the existing Members, voting as a single class, may determine at the time of admission. The terms of admission or issuance must specify the Sharing Ratios applicable thereto and may provide for the creation of different classes or groups of Members or Membership Interests having different (including senior) rights, powers and duties. The Members may reflect the creation of any new class or group in an amendment to this Agreement, indicating the different rights, powers and duties, and such an amendment shall be approved and executed by the Members in accordance with the terms of this Agreement. Any such admission shall be effective only after such new Member has executed and delivered to the Members and the Company an instrument containing the notice address of the new Member, the new Member’s ratification of this Agreement and agreement to be bound by it.

  • Ownership of Membership Interests The Member shall own all of the membership interests in the Company and the Member shall have a 100% distributive share of the Company’s profits, losses and cash flow.

  • Assignment of Membership Interests The Assignment of Membership Interests shall have been fully executed and delivered to Purchaser.

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