Membership Interest Assignments definition

Membership Interest Assignments means that certain (i) Fifth Amended and Restated Collateral Assignment of Membership Interests dated as of the Closing Date, made by the Borrowers in favor of the Administrative Agent for the benefit of the Lenders ratably, and (ii) Collateral Assignment of Membership Interests dated as of the Closing Date, made by the Guarantors in favor of the Administrative Agent for the benefit of the Lenders ratably, in each case, as the same may be modified or amended from time to time.
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Membership Interest Assignments means the assignment document in the form approved by the Parties and executed by Seller at or prior to the Closing to convey (a) the Membership Interests owned by Seller in the Company and (b) to the extent applicable, any stock, units, membership interests or other equity interests owned by Seller in any other Group Company.
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Membership Interest Assignments means, collectively, those certain Membership Interest Assignments, dated as of October 24, 2022, between the Pre-Closing GREP Holdcos, respectively, and GREP Holdings.
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Examples of Membership Interest Assignments in a sentence

  • At the time of the Closing, (a) the sale and transfer of the Monster Interests to Buyer will be effected by delivery by the Sellers to the Buyer of Membership Interest Assignments in the form attached hereto as Exhibit C; (b) the Buyer will execute and deliver to the Sellers the Notes; and (c) the Sellers will execute and deliver to the Buyer the Employment Agreements (as defined below).

  • As of the Closing Date, Seller shall have all requisite power and authority to execute and deliver the Membership Interest Assignments, to perform its obligations thereunder and to consummate the transactions contemplated thereby.

  • As of the Closing Date, the execution and delivery of the Membership Interest Assignments, the performance of its obligations thereunder and the consummation of the transactions contemplated thereby shall have been duly and validly authorized by all necessary corporate action and no other proceedings on the part of Seller shall be necessary to authorize the Membership Interest Assignments, the performance of such obligations or the consummation of such transactions.

  • LLC Membership Interest Assignments are often used where a member in an LLC is leaving or otherwise wants to relinquish the entirety of their interest in the company.

  • The variable ‘disc’, which is normalised to take values between zero and 1, is available bank by bank and for each year of our sample.

  • At the Closing, Buyer shall deliver to Seller: the Closing Date Payment; a counterpart of the Membership Interest Assignments, executed by Buyer; the certificate contemplated by Section 9.3 hereof; a non-foreign affidavit within the meaning of Section 1145(b)(2) of the Code, executed by Buyer; joint instructions with Seller to the Escrow Agent to deliver the Escrow Amount to Buyer; and all other documents required to be delivered by Buyer on or prior to the Closing Date pursuant to this Agreement.

  • On May 14, 2009, Michael, Maurice, Josh and Reid executed a series of Benanna Membership Interest Assignments (the “Assignments”) transferring all of their equity in Benanna to Renee and Rachel (who each already owned 23.75% of Benanna) “in consideration of estate planning” which resulted in the following transfers of Benanna equity (the “Benanna Transfers”): 9 No settlement agreement with BKC was introduced into evidence.

  • LLC Membership Interest Assignments are often used where a member in an LLC is leaving or otherwise wants to relinquish the entirety of their interest in the company.LLC Membership Interest Assignment - Sample, Template Document initial contributions to the LLC by all members using either the LLC’s operating agreement or this LLC capital contribution template.

  • Effective as of the Effective Time, Alamo will execute and deliver the Membership Interest Assignments and Bills of Sale attached hereto as Exhibit B, Exhibit C and Exhibit D, respectively (the “KYTX Assignments”) pursuant to which Alamo will transfer to Range Kentucky all of Alamo’s membership interest in each of the KYTX Entities, and at that time Alamo will cease to be a member or the manager of the KYTX Entities.

  • As of the Closing Date, Seller shall have all requisite power and authority to execute and deliver the Membership Interest Assignments and, if required to be delivered pursuant to Section 3.2(g), the Restated LLC Agreement, to perform its obligations thereunder and to consummate the transactions contemplated thereby.


More Definitions of Membership Interest Assignments

Membership Interest Assignments shall have the meaning set forth in Section 2.4(a)(i).
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Related to Membership Interest Assignments

  • 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.

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

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

  • Contribution Agreement means that certain Contribution and Conveyance Agreement, dated as of the Closing Date, among the General Partner, the Partnership, the Operating Partnership and certain other parties, together with the additional conveyance documents and instruments contemplated or referenced thereunder, as such may be amended, supplemented or restated from time to time.

  • 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).