Holdings Membership Interests definition

Holdings Membership Interests means all of the membership interests and profit participation interests of the members in CAPITOL STATION HOLDINGS, LLC.
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Holdings Membership Interests means the membership interests of Holdings.
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Holdings Membership Interests means the Holdings Lincoln Membership Interests and the Holdings Louisiana Membership Interests.
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Examples of Holdings Membership Interests in a sentence

  • Immediately prior to the Effective Time and further subject to the terms and conditions provided for in this Agreement, MPCI agrees to contribute the Holdings Membership Interests to Holdings.

  • Except for Permitted Liens, neither Greektown Holdings nor its Subsidiaries has secured or agreed to secure any Indebtedness by any Lien upon any of its or their present or future revenues or assets, upon the Greektown Holdings Membership Interests, the Equity Interests of Greektown Corporation, the Operating Company Membership Interests or Equity Interests of their Subsidiaries.

  • MPLX understands that there is not, nor is there likely to be, a public market for the Holdings Membership Interests and represents that it can afford to hold such Holdings Membership Interests for an indefinite period of time.

  • Each of the Members have contributed their respective Holdings Membership Interests to the Company in exchange for the following Units in the Company, and the Members are deemed to have made an initial Capital Contribution to the capital of the Company as set forth in Schedule A and, in consideration therefor, the Company is issuing to each such Member the number of Units set forth opposite such Member’s name, representing the Percentage Interests in the Company as set forth in Schedule A.

  • On or before the Closing Date, (a) the LGP Investors and the TPG Investors had purchased Holdings Membership Interests for cash consideration of not less than $190,000,000 and (b) Holdings and TCW had purchased shares of the Capital Stock of Merger Sub for cash consideration of not less than $195,000,000.

  • Xxxxxxx Financial acknowledges that the certificates evidencing the Tigress Holdings Membership Interests will bear a legend in substantially the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

  • MPLX further acknowledges that the Holdings Membership Interests cannot be sold, assigned, or otherwise transferred unless subsequently registered under the 1933 Act and under applicable state securities laws or unless an exemption from registration or qualification is then available.

  • As of the Effective Time, the Holdings Membership Interests and the Holdings Shares will be validly issued, fully paid, and non-assessable.

  • Immediately before its contribution of such interests to MPLX, Holdings will own the Holdings Membership Interests and the Holdings Shares free and clear of all Liens except as set forth in the Holdings Organizational Documents and except for restrictions on transfer under applicable federal and state securities laws.

  • Xxxxxxx Financial understands that the Tigress Holdings Membership Interests will be characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from Xxxxxxx Financial in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act, only in certain limited circumstances.


More Definitions of Holdings Membership Interests

Holdings Membership Interests has the meaning set forth in the recitals.
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Holdings Membership Interests means collectively the Holdings Xxxxxx Membership Interests, Holdings Woodhaven Membership Interests and Holdings Terminals Membership Interests.
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Holdings Membership Interests means the Holdings Fuels Membership Interests and the Holdings Refining Membership Interests.
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Related to Holdings Membership Interests

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

  • 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].

  • 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.

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

  • Derivative Partnership Interests means any options, rights, warrants, appreciation rights, tracking, profit and phantom interests and other derivative securities relating to, convertible into or exchangeable for Partnership Interests.

  • 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 such Act.

  • Ownership Interests means, with respect to any Person, all of the shares of Capital Stock of such Person and all debt securities of such Person that can be converted or exchanged for Capital Stock of such Person, whether voting or nonvoting, and whether or not such Capital Stock or debt securities are outstanding on any date of determination.

  • Membership Units means membership interests in the Company.

  • Partnership Interest means an ownership interest in the Partnership held by either a Limited Partner or the General Partner and includes any and all benefits to which the holder of such a Partnership Interest may be entitled as provided in this Agreement, together with all obligations of such Person to comply with the terms and provisions of this Agreement.

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

  • 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.

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

  • Existing Equity Interests means any Equity Security, including all issued, unissued, authorized, or outstanding shares of capital stock and any other common stock, preferred stock, limited liability company interests, and any other equity, ownership, or profit interests of Mariposa Intermediate, including all options, warrants, rights, stock appreciation rights, phantom stock rights, restricted stock units, redemption rights, repurchase rights, convertible, exercisable, or exchangeable securities, or other agreements, arrangements, or commitments of any character relating to, or whose value is related to, any such interest or other ownership interest in Mariposa Intermediate, whether or not arising under or in connection with any employment agreement and whether or not certificated, transferable, preferred, common, voting, or denominated “stock” or a similar security.

  • 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.

  • Voting Equity Interests means Equity Interests in a corporation or other Person with voting power under ordinary circumstances entitling the holders thereof to elect the Board of Directors or other governing body of such corporation or Person.

  • New Equity Interests means the limited liability company

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

  • Indirect Ownership Interest means an ownership interest in an entity that has an ownership interest in another entity. Indirect ownership interest includes an ownership interest in an entity that has an indirect ownership interest in another entity.

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

  • Founding Members means those public school districts, cities, counties, and other governmental units that are signatories to the Joint Powers Agreement and have a voting member serving on the JPA's Board of Directors.

  • 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.

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

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

  • Preferred Equity Interests means, with respect to any Person, Equity Interests in such Person which are entitled to preference or priority over any other Equity Interest in such Person in respect of the payment of dividends or distribution of assets upon liquidation or both.

  • Deemed Partnership Interest Value means, as of any date with respect to any class of Partnership Interests, the Deemed Value of the Partnership Interests of such class multiplied by the applicable Partner's Percentage Interest of such class.