Assignments of Membership Interests definition

Assignments of Membership Interests means the assignments to be delivered by the Members at Closing substantially in the form attached hereto as Exhibit B.
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Assignments of Membership Interests means the assignments of membership interests, to be executed and effective as of the Closing Date, in substantially the form of Exhibits A-1 and A-2.
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Assignments of Membership Interests means each Assignment of Membership Interest, in substantially the form attached as Exhibit A, signed by each Seller to evidence the sale and assignment of its Membership Interests to Buyer.
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Examples of Assignments of Membership Interests in a sentence

  • Upon delivery to Purchaser and RIDA Entity of the Assignments of Membership Interests and payment of the Purchase Price, Purchaser and RIDA Entity shall each acquire valid title to the Purchased Interests, free and clear of any Liens.

  • This Agreement, the other Investment Documents, the Confidentiality Agreement, the Assignments of Membership Interests, and the exhibits and schedules hereto and thereto are the result of negotiations among, and have been reviewed by, the Parties and their respective counsel.

  • Accordingly, this Agreement, the other Investment Documents, the Confidentiality Agreement, the Assignments of Membership Interests, and the exhibits and schedules hereto and thereto shall be deemed to be the product of all of the Parties, and no ambiguity shall be construed in favor of or against any Party.

  • The amounts shown on Exhibit A with respect to Capital Contributions and Membership Interests shall from time to time be appropriately amended to reflect changes to such amounts as a result of any additional Capital Contributions by Members, any withdrawals or reductions in Capital Contributions, admission of any New Members to the LLC, or any Assignments of Membership Interests.

  • Purchaser shall have executed and delivered to Seller the Assignments of Membership Interests of PB Expansion Class B Holdings.

  • Assignments of Membership Interests and such other instruments of assignment, transfer, conveyance and endorsement as will be sufficient in the opinion of Buyer and its counsel to transfer, assign, convey and deliver to Buyer the LLC Interests as contemplated hereby.

  • Purchaser shall have executed and delivered to Seller the Assignments of Membership Interests of BH Class B Holdings, CR Class B Holdings, IPB Holdings and RSW Class B Holdings.

  • Accordingly, the Council shall in the United Kingdom carry out (in particular) the functions specified in Schedule 3.

  • As the Third Circuit has observed, “deprivation of the rights of detainees cannot be justified by the cries of fiscal necessity ”Norris, 585 F.2d at 1188.

  • Immediately after the Closing under the PSA, Macklowe and Macklowe Member and shall have executed and delivered to SL Green Operating Partnership, L.P., Assignments of Membership Interests, in the form of Exhibit P annexed hereto, pursuant to which Macklowe and Macklowe Member shall convey to SL Green Operating Partnership, L.P. in satisfaction of the loan to Macklowe Member, the balance of the membership interests and management rights in AZIW not previously conveyed to Green.


More Definitions of Assignments of Membership Interests

Assignments of Membership Interests means the collective reference to each of the pledge, assignment and security agreements dated as of the Closing Date from each of the members of Gemma Power Systems, LLC and Gemma Power Hartford, LLC, for the benefit of Lender, as the same may from time to time be amended, restated, supplemented or otherwise modified in the form of EXHIBIT E attached hereto.
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Assignments of Membership Interests means the Assignment of Membership Interest by Borrower of its 100% membership interest in WTM Master Land, LLC and the Assignment of Membership Interest by WTM Master Building, LLC of its 100% membership interest in TransDulles Buildings, LLC, Westfields Buildings II, LLC, and Xxxx Center Buildings II, LLC.
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Assignments of Membership Interests shall have the meaning set forth in Section 3.2(a)(i).
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Related to Assignments of Membership Interests

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

  • 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.

  • 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.

  • 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.

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

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

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

  • 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.

  • 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.

  • Intercompany Interests means an Interest in a Debtor held by another Debtor and, for the avoidance of doubt, excludes the Existing Equity Interests.

  • Other Interests means the legal or equitable estates or interests and other rights in relation to the Determination Area described in Schedule Six and referred to in paragraph 10;

  • Assigned Interests has the meaning set forth in Section 2 hereof; and

  • LLC Interests shall have the meaning given to such term in Section 5.1.3.

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

  • Subsidiary Interests means, collectively, the issued and outstanding shares of stock of the Subsidiary Debtors as of the Petition Date and any options, warrants or other contractual rights to acquire any shares of stock of the Subsidiary Debtors as of the Petition Date.

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

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

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

  • Pledged LLC Interests means all right, title and interest of any Grantor as a member of any LLC and all right, title and interest of any Grantor in, to and under any LLC Agreement to which it is a party.

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

  • Common Interests of any Person means Capital Interests in such Person that do not rank prior, as to the payment of dividends or as to the distribution of assets upon any voluntary or involuntary liquidation, dissolution or winding up of such Person, to Capital Interests of any other class in such Person.

  • REMIC I Interests The REMIC I Regular Interests and the Class R-I Certificates.

  • Real Property Interests means all interests in real property of whatever nature, including easements, whether as owner or holder of a Security Interest, lessor, sublessor, lessee, sublessee or otherwise.

  • Residual Ownership Interest Any record or beneficial interest in the Class R Certificates.

  • Pledged Partnership Agreements means all of each Grantor’s rights, powers, and remedies under the partnership agreements of each of the Pledged Companies that are partnerships.

  • Pledged Equity Interests means all Pledged Stock, Pledged LLC Interests, Pledged Partnership Interests and Pledged Trust Interests.