Valuation of Membership Interests Sample Clauses

Valuation of Membership Interests. The “Fair Market Value” of each Membership Interest shall be the fair value of each such Membership Interest determined in good faith by the Board based on the portion of the Total Equity Value to which each such Membership Interest would be entitled as of the date of valuation in accordance with Section 4.1(a) or Section 4.1(b), as applicable based on the provision of this Agreement pursuant to which the Fair Market Value of such Membership Interest is being determined.
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Valuation of Membership Interests. The purchase price paid for each member’s interest in the Company pursuant to Section 6.3 of this agreement shall be the value of the Company as computed in the following manner (if not otherwise determined) multiplied by the member’s relevant percentage of membership interest:
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Valuation of Membership Interests. The “Fair Market Value” of any Unit for purposes of this Agreement equals such Unit’s pro rata share of the Total Equity Value in connection with a Sale of the Company, assuming a subsequent liquidation and termination of the Company or, if the determination is made outside of the context of a Sale of the Company, such Unit’s pro rata share of the Total Equity Value as determined by the Board in good faith, assuming an orderly sale of the Company’s assets to a willing, unaffiliated buyer in an arm’s-length transaction and a subsequent liquidation and termination of the Company in accordance with Section 13.2.
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Related to Valuation of Membership Interests

  • 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.

  • 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.

  • 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.

  • 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.

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

  • Membership Interests The Sole Member currently owns one hundred percent (100%) of the percentage interests in the Company.

  • 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.

  • Transfers of Partnership Interests Except as the Partners may otherwise agree from time to time, a Partner may not Transfer all or any part of its Partnership Interest without the Consent of each other Partner, which Consent may be withheld in the sole discretion of each such other Partner.

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