Initial Membership Interest definition
Examples of Initial Membership Interest in a sentence
Schedule A to this Agreement setting forth the name, address, Initial Capital Contribution, number of Units, Initial Membership Interest and Initial Sharing Ratio of each Member.
The Initial Membership Interest and Sharing Ratio of each Member is set forth in Schedule A hereof, and Schedule A shall be amended as necessary to conform to any changes thereof agreed to by the Members.
For purposes of this Section, such Member’s share of such liability shall be equal to its Membership Interest at the time the act or omission giving rise to the liability occurred, after first taking into account any reduction, readjustment and restoration of Membership Interests under Sections 5.12, 8.5, 8.6 and 9.5 (or, as to such liability arising out of acts or omissions occurring or conditions existing prior to the Effective Date, equal to such Member’s Initial Membership Interest).
Each Member’s Initial Membership Interest is the total of his or her Voting Membership Interests and Non-Voting Membership Interests expressed as the percentage interests in the attached Schedule A.
If a material change should ever occur, the applicable Membership Interest shall be adjusted by the difference between the initial valuation of that Licensed Property and the recalculated net present value of that same Licensed Property, each over the same initial ten year initial cash flow valuation period, such net present value to be calculated consistently using the methodology used to calculate the Initial Membership Interest under Section 3.1(b) above.
For the Initial Membership Interest, Pegasus agrees to pay the Members $2 Million in cash and to deliver to the Members the number of shares of Pegasus common stock that equal $3 Million based on the average per share closing sale price of the Pegasus common stock for the five (5) market trading days preceding the date that is three (3) days before the date of the Initial Closing (the "Closing Price").
Contemporaneously with the effectiveness of this Agreement, each Member has paid, or is deemed to have paid, the subscription price for such Member’s Initial Membership Interest and to have made a Capital Contribution in such amount.
There are no restrictions on the Initial Membership Interest or any other membership interest purchased upon the exercise of any of the Options and such may be transferred, assigned, sold or otherwise conveyed, in whole or in part, by Pegasus at any time.
This one-time Membership Interest Affirmation shall be limited to those Licensed Properties where the Marine Cargo terminal revenues were not secured by contractual agreements throughout the time period covered by the Initial Membership Interest valuation.
Pegasus agrees to purchase and acquire from the Members and the Members agree to sell, transfer, assign, convey and deliver to Pegasus at the Initial Closing, all right, title and interest in and to twenty percent (20%) ownership interest in GETS, ("Initial Membership Interest").