Lightyear Membership Interests definition

Lightyear Membership Interests means the membership interest of Lightyear.
Sample 1

Examples of Lightyear Membership Interests in a sentence

  • The units of Lightyear Membership Interests issued and outstanding prior to the Effective Time are duly and validly authorized and issued, fully paid and non-assessable, and were not issued in violation of any preemptive rights.

  • The units of Lightyear Membership Interests issued and outstanding prior to the Closing were issued, and all secondary transfers of such shares permitted by Lightyear were made, in compliance with all applicable law (including, without limitation, available exemptions from the securities offering registration requirements of federal and state law).

  • There are no agreements or commitments obligating Lightyear to repurchase or otherwise acquire any Lightyear Membership Interests, except as set forth in the Lightyear Operating Agreement.

  • There is not any compensation plan applicable to any of the officers, directors, or employees of Lightyear under which compensation accrued or payable is determined, in whole or in part, by reference to Lightyear Membership Interests.

  • Except for the Lightyear Warrant, no warrant, call, subscription, convertible security, or commitment of any kind obligating Lightyear to issue any Lightyear Membership Interests exists.

  • Except as set forth on Section 5.4(a) of the Lightyear Disclosure Schedule, all of Lightyear Membership Interests are owned free and clear of any Encumbrances.

  • None of the outstanding units of Lightyear Membership Interests are subject to any voting trust, voting agreement, or other agreement or understanding with respect to the voting thereof, nor is any proxy in existence with respect to any such shares.

  • All shares of Wherify Series C Preferred Stock into which Lightyear Membership Interests shall have been converted pursuant to this Article III shall be deemed to have been issued in full satisfaction of all rights pertaining to such converted shares and shall, when issued pursuant to the provisions hereof, be validly issued, fully paid, and nonassessable.

  • Lightyear has no rights of repurchase or redemption right or right of first refusal with respect to any units of Lightyear Membership Interests, except as set forth in the Lightyear Operating Agreement.

Related to Lightyear 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.

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

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

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

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

  • 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.

  • 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.

  • 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.

  • 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.

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

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

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

  • Membership Unit means a Membership Common Unit, a Company Preferred Unit, a Company Junior Unit or any other fractional share of the Membership Interests that the Managing Member has authorized pursuant to Section 4.1 or Section 4.2 hereof.

  • 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.

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

  • Member Interest means an equity interest of a Member in the Company and includes any and all benefits to which such Member is entitled as provided in this Agreement, together with all obligations of such Member pursuant to the terms and provisions of this Agreement.

  • 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.

  • General Partner Units has the meaning assigned to such term in the Partnership Agreement.

  • LP Units means the non-voting limited partnership units in the capital of BEP, other than the Preferred Units, including any LP Units issued pursuant to the Redemption-Exchange Mechanism.

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

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

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

  • 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.

  • Class B Members means all such Persons.

  • Purchased Units means, with respect to a particular Purchaser, the number of Common Units set forth opposite such Purchaser’s name under the column titled “Purchased Units” set forth on Schedule A hereto.