Membership Interests definition

Membership Interests has the meaning set forth in the recitals.

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Membership Interests means all of the rights and interests of whatsoever nature of the Members in the Company, including without limitation the right to participate in management to the extent herein expressly provided, to receive distributions of funds, and to receive allocations of income, gain, loss, deduction, and credit.

Membership Interests means membership interests of the Company.

Examples of Membership Interests in a sentence

Seller and each Owner Party acknowledges that the covenants in this Section 5.15 are reasonable in scope and duration, are a material inducement to Buyer’s entry into this Agreement, and are necessary to protect the value of the Membership Interests and the Business being acquired by Buyer.
The Membership Interests constitute all of the issued and outstanding equity interests of the Company, have been duly authorized and validly issued in compliance with all applicable Laws and the Organizational Documents of the Company, and were not issued in violation of any preemptive right, right of first refusal or similar right.
Schedule 3.14 sets forth a true and complete list of every Contract to which the Company is a party or by which the Company, the Business, the Membership Interests, the Required Assets or the Owned Real Property is bound (collectively, the “Material Contracts”), including the Power Contracts, the Land Contract, all hosting, colocation, service and supply Contracts, and all Contracts with Seller, Energy, any Owner Party or any Affiliate of any of the foregoing.
Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase, acquire and accept from Seller, one hundred percent (100%) of the Membership Interests, free and clear of all Liens other than restrictions on transfer arising under applicable securities Laws, and Buyer shall be admitted as the sole member of the Company effective as of the Closing.
The Parties acknowledge that the Company is, and at all times since its formation has been, classified as an entity disregarded as separate from Seller for U.S. federal income tax purposes, and intend that the purchase and sale of the Membership Interests be treated for U.S. federal (and applicable state and local) income tax purposes as a purchase by Buyer, and a sale by Seller, of all of the assets of the Company (the “Intended Tax Treatment”).

More Definitions of Membership Interests

Membership Interests has the meaning set forth in the recitals to this Agreement.

Membership Interests has the meaning set forth in Section 2.1.

Membership Interests shall have the meaning set forth in the Recitals.

Membership Interests has the meaning assigned to such term in the LLC Agreement.

Membership Interests is defined in Section 5.24.

Membership Interests means financial institutions that vary as to their jurisdiction of organization, size, registration and regulatory status, primary business and business model.

Membership Interests means the limited liability company interests of the Company held by the Member, in its capacity as such, including rights to distributions (liquidating or otherwise), allocations, information, all other rights, benefits and privileges enjoyed by the Member (under the Act, the Certificate of Formation, this Agreement or otherwise) in its capacity as the Member and otherwise to participate in the management of the Company; and all obligations, duties and liabilities imposed on the Member (under the Act, the Certificate of Formation, this Agreement, or otherwise) in its capacity as the Member.