Class A Common Membership Interests definition

Class A Common Membership Interests means the Common Interests created under this Agreement identified as the Class A Common Membership Interests.
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Class A Common Membership Interests has the meaning given to it in the Background section.
Sample 1

Examples of Class A Common Membership Interests in a sentence

  • The Purchaser desires to purchase Class A Common Membership Interests of the Company (the “Common Membership Interests”) from the Seller and to be admitted as a Member of the Company, pursuant to the Limited Liability Company Agreement of the Company, which will be amended and restated (as so amended and restated, the “LLC Agreement”).

  • As a result thereof, the Majority Member will be credited with 13,491,701 Class A Common Membership Interests.

  • Distributions on Class A Common Membership Interests shall be paid as set forth according to the terms of the Members Agreement.

  • The Class A Common Membership Interests shall not be subject to mandatory redemption or conversion, except with respect to redemptions contemplated by this Agreement or the Members Agreement.

  • For so long as no Event of Default has occurred and is continuing, and except as otherwise provided in this Agreement or the Act, (A) the Members owning the Class A Common Membership Interests shall exclusively possess all voting power for the election of Directors and for all other purposes and are entitled to vote on each matter to be voted on at a meeting of Members and (B) the Members owning the Preferred Interests shall possess no voting power with respect to such Preferred Interests held.

  • In the event that Bloom pays a dividend on its Stock, then the holder of Class A Common Membership Interests shall be entitled to its Percentage Interest of the dividend paid on the applicable Bloom Shares owned the Company.

  • The Common Interests currently consist of the Class A Common Membership Interests and Class B Common Membership Interests and the Preferred Interests currently consist of the Class A Preferred Membership Interests, the Class B Preferred Membership Interests and the Class C Preferred Membership Interests.

  • Upon consummation of the First Closing, the SPC may purchase additional Class A Common Membership Interests at the Second Closing (as defined in the SPA) up to the maximum allowed to be purchased by the SPC (6,610,934 Class A Common Membership Interests) under the terms set forth in the SPA.

  • The Common Interests currently consist of the Class A Common Membership Interests and Class B Common Membership Interests and the Preferred Interests currently consist of the Class A Preferred Membership Interests and Class B Preferred Membership Interests.

  • The Common Interests shall initially consist of the Class A Common Membership Interests and the Preferred Interests shall initially consist of the Class A Preferred Membership Interests.

Related to Class A Common Membership Interests

  • Class A Common Units means the Company's Class A Common Units.

  • Class A Common Unit means a Common Unit having the rights and obligations specified with respect to Class A Common Units in this Agreement.

  • Class B LP Units means, collectively, the Class B limited partnership units of the Partnership, and “Class B LP Unit” means any one of them.

  • Class A LP Units means the Class A limited partnership units of the Partnership.

  • Class B Common Units has the meaning set forth in Section 1(a) hereof.

  • Class B Units has the meaning set forth in Section 3.04(a)(ii).

  • Class A Common Shares means shares of the Class A Common Stock, par value $.01 per share, of the Company.

  • Class A Units means the Units of partnership interest in the Partnership designated as the “Class A Units” herein and having the rights pertaining thereto as are set forth in this Agreement.

  • Class A Common means the Company's Class A Common Stock, par value $.01 per share.

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

  • 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.

  • Class B Common Unit means one of that certain class of Common Units with those special rights and obligations specified in this Agreement as being appurtenant to a “Class B Common Unit”.

  • Class A Interests means the Units purchased by the Class A Members. The Class A Interests shall comprise sixty-five percent (65%) of the total Interests sold. Class A Percentage Interest shall be determined by calculating the ratio between each Class A Member’s Capital Account in relation to the total capitalization of the Company provided by the Class A Members.

  • Class A Common Stock means the Class A Common Stock, par value $0.01 per share, of the Company.

  • Class B Members means all such Persons.

  • Members’ Percentage Interests means the ownership percentage interests as mentioned in Section I of this Agreement. During each fiscal year, the net profits and net losses of the Company (other than from capital transactions), and each item of income, gain, loss, deduction, or credit entering into the computation thereof, shall be credited or charged, as the case may be, to the capital accounts of each Member(s) in proportion to the Members' Percentage Interests. The net profits of the Company from capital transactions shall be allocated in the following order of priority: (a) to offset any negative balance in the capital accounts of the Member(s) in proportion to the amounts of the negative balance in their respective capital accounts, until all negative balances in the capital accounts have been eliminated; then (b) to the Member(s) in proportion to the Members’ Percentage Interests. The net losses of the Company from capital transactions shall be allocated in the following order of priority: (a) to the extent that the balance in the capital accounts of any Member(s) are in excess of their original contributions, to such Member(s) in proportion to the excess balances until all such excess balances have been reduced to zero; then (b) to the Member(s) in proportion to the Members’ Percentage Interests. The cash receipts of the Company shall be applied in the following order of priority: (a) to the payment of interest or amortization on any mortgages on the assets of the Company, amounts due on debts and liabilities of the Company other than those due to any Member(s), costs of the construction of the improvements to the assets of the Company and operating expenses of the Company; (b) to the payment of interest and establishment of cash reserves determined by the Member(s) to be necessary or appropriate, including without limitation, reserves for the operation of the Company’s business, construction, repairs, replacements, taxes and contingencies; and (d) to the repayment of any loans made to the Company by any Member(s). Thereafter, the cash receipts of the Company shall be distributed among the Member(s) as hereafter provided. Except as otherwise provided in this Agreement or otherwise required by law, distributions of cash receipts of the Company, other than from capital transactions, shall be allocated among the Member(s) in proportion to the Members’ Percentage Interests. Except as otherwise provided in this Agreement or otherwise required by law, distributions of cash receipts from capital transactions shall be allocated in the following order of priority: (a) to the Member(s) in proportion to their respective capital accounts until each Member(s) has received cash distributions equal to any positive balance in their capital account; then (b) to the Member(s) in proportion to the Members' Percentage Interests. It is the intention of the Member(s) that the allocations under this Agreement shall be deemed to have “substantial economic effect” within the meaning of Section 704 of the Internal Revenue Code and Treas. Reg. Section 1.704-1. Should the provisions of this Agreement be inconsistent with or in conflict with Section 704 of the Code or the Regulations thereunder, then Section 704 of the Code and the Regulations shall be deemed to override the contrary provisions thereof. If Section 704 of the Regulations at any time require that limited liability company operating agreements contain provisions which are not expressly set forth herein, such provisions shall be incorporated into this Agreement by reference and shall be deemed a part of this Agreement to the same extent as though they had been expressly set forth herein.

  • Partnership Units or “Units” has the meaning provided in the Partnership Agreement.

  • Class B Interests As set forth in the Trust Agreement.

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

  • Class B Common Shares means shares of the Class B Common Stock, par value $.01 per share, of the Company.

  • Class A Limited Partner means EPCO Holdings, Inc., a Delaware corporation, and its successors and assigns.

  • Class B Stock means Class B Stock, par value $1.00 per share, of the Company.

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

  • Class B Ordinary Shares shall have the meaning ascribed to it in Section 2.4(a).

  • Class A Members means those Members who have purchased Class A Interests.

  • Class B Limited Partner means any Person executing (by power of attorney or otherwise) this Agreement as of the date hereof as a Class B Limited Partner or hereafter admitted to the Partnership as a Class B Limited Partner as herein provided, but shall not include any Person who has ceased to be a Class B Limited Partner in the Partnership.