Exchanged Interests definition
Examples of Exchanged Interests in a sentence
The Company acknowledges that it has reviewed the Amended Operating Agreement and all other documents relating to the Exchanged Interests and fully understands the rights, restrictions and obligations set forth therein.
Newco will acquire the Exchanged Interests solely for the purpose of investment and not with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act or state securities laws.
Each party to this Agreement shall pay its own fees and expenses in connection herewith; provided, however, that FII shall pay the notarial fees actually incurred by the parties in connection with the notarization of this Agreement and the assignment and transfer of the Exchanged Interests pursuant hereto.
FCI and FII may assign their obligations hereunder to deliver the Exchange Shares and acquire the Exchanged Interests to any entity affiliated with FCI or FII, provided neither shall be relieved of its obligations hereunder.
Notwithstanding the foregoing, all matters related to the transfer of the Exchanged Interests to FII pursuant to Section 2.1 hereof shall be governed by German law or Dutch law, as applicable, to the extent, but only the extent required under applicable German or Dutch law.
The deeds of assignment and/or transfer of the Exchanged Interests, and all related documents, shall have been executed by all parties thereto, notarized and delivered to FII, as applicable, and all necessary or appropriate action shall have been taken with respect thereto to fully effect the transfer of all of the Exchanged Interests to FII or its designee.
The WFSG Parties acknowledge that the Exchanged Interests will not be registered under the Securities Act or any applicable state securities law, and that the Exchanged Interests may not be transferred or sold except pursuant to the registration provisions of the Securities Act or pursuant to an applicable exemption therefrom and pursuant to state securities laws and regulations as applicable.
Each Member hereby represents and warrants to OHGI, severally and not jointly and severally, and solely with respect to the Exchanged Interests being exchanged by such Member and the Exchange Shares to be received by such Member, as follows.
The term “Exchange” shall mean the liquidation of Vested Interests and their exchange for Exchanged Interests pursuant to Section 4.1(a)(i) or Section 4.2(a)(i), as applicable.
All Merger Consideration paid or payable upon the surrender of Exchanged Interests in accordance with the terms hereof shall be deemed to have been paid or payable in full satisfaction of all rights pertaining to the Exchanged Interests.