Managing Member Interests definition

Managing Member Interests means, collectively, the Managing Members’ interest in 100% of the interests listed under the heading “Managing Member Interests” on Schedule VIII hereto.
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Managing Member Interests. Section 1.2(f)(iii) 133 “Material Vornado Leases” Section 3.15(h)
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Managing Member Interests. Section 1.1(k)(iii) “Material Giants Leases” Section 3.18(h)
Sample 1

Examples of Managing Member Interests in a sentence

  • Such additional contribution by the Managing Member was evidenced by additional Managing Member Interests with respect to each Series on the books and records of each such Series.

  • Interests in the Company with respect to each Series, other than the Managing Member Interests, shall be designated as Non-Managing Member Interests (collectively the “Interests” or, individually, an “Interest”), which may be offered in one or more “Classes”.

  • The Managing Member shall be paid in accordance with Section 10(b) with respect to its Managing Member Interests in the Company as of the date of such withdrawal.

  • In view of theeffectiveness on this front, there is suggestion that dripping laundry, which causes similar nuisance to households on the lower floors (particularly if the dripping is coloured), should also be made a misdeed.

  • All outstanding Common Units (including, at the Effective Time, any Phantom Units that have been converted to Common Units), Phantom Units, Managing Member Interests and Incentive Distribution Rights have been duly authorized and validly issued and are fully paid, non-assessable (except as such non-assessability may be affected by Sections 18-607 and 18-804 of the Delaware LLC Act) and free of preemptive rights (other than as provided in Sections 5.2 and 5.8 of the LLC Agreement).

  • Except as contemplated by Section 7.3, without the Consent of the Outside Non-Managing Members, the Managing Member shall not, directly or indirectly, enter into or conduct any business other than in connection with the ownership, acquisition and disposition of Managing Member Interests and the management of the business of the Company and such activities as are incidental thereto.

  • Within 3 Business Days of the delivxxx xx the Put Nxxxxx xy RECP to Maguire and the Maguire Members, time being of the essence, Maguire xxx/xx the Maguixx Xxxxers, jointly and severally, will acquxxx xx will cause axx xxxxr Person to acquire, from RECP the Managing Member Interests for a cash amount equal to the Managing Member Return (the "Purchase Price"), (the foregoing purchase referred to as the "Put Purchase").

  • The obligations of the Company and the Maguire Members under this Agreement shall terminate upon the indefexxxxxx redemption or purchase of the Managing Member Interests pursuant to the Operating Agreement or the Option Agreement.

  • Gửi thông báo kỹ thuật, cập nhật, cảnh báo bảo mật và thông điệp hỗ trợ và quản trị; Sending technical announcements, updates, security alerts and support and governance messages;f.

  • The Maguire Mxxxxxx and their respective Affiliates acknowledge and agrex xxxx upon full execution of this Agreement, the other Transaction Documents and said conveyancing instruments, none of them will have any legal or equitable interest (including, without limitation, any right of redemption, except pursuant to the Option Agreement) or any other claim or interest in the Managing Member Interests so acquired by RECP.


More Definitions of Managing Member Interests

Managing Member Interests has the meaning set forth in the recitals.
Sample 1

Related to Managing Member Interests

  • 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.

  • 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.

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

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

  • General Partner Interest means the ownership interest of the General Partner in the Partnership (in its capacity as a general partner without reference to any Limited Partner Interest held by it) which may be evidenced by Partnership Securities or a combination thereof or interest therein, and includes any and all benefits to which the General Partner is entitled as provided in this Agreement, together with all obligations of the General Partner to comply with the terms and provisions of this Agreement.

  • Managing Member is defined in the recitals to this Agreement.

  • Founding Members means the collective reference to American Multi-Cinema, Inc., a Missouri corporation, Cinemark Media, Inc., a Delaware corporation, and Regal CineMedia Holdings, LLC, a Delaware limited liability company.

  • 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.

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

  • Limited Partner Interest means a Partnership Interest of a Limited Partner in the Partnership representing a fractional part of the Partnership Interests of all Limited Partners 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. A Limited Partner Interest may be expressed as a number of Partnership Common Units, Partnership Preferred Units or other Partnership Units.

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

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

  • Class B Members means all such Persons.

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

  • 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.

  • 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.

  • Class B Member means a Member holding one or more Class B Ordinary Shares.

  • Special Limited Partner Interest means the interest of the Special Limited Partner in the Partnership representing its right as the holder of an interest in distributions described in Sections 5.1(b)(iii)(A), (c), (d) and (e) (and any corresponding allocations of income, gain, loss and deduction under this Agreement).

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

  • Class A Member means a Member holding one or more Class A Ordinary Shares.

  • Voting Members has the meaning set forth in Section 4.07(b).

  • Economic Interest Owner means the owner of an Economic Interest who is not a Member.

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

  • 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.

  • Preferred Interests means, with respect to any Person, Equity Interests issued by such Person that are entitled to a preference or priority over any other Equity Interests issued by such Person upon any distribution of such Person’s property and assets, whether by dividend or upon liquidation.