Membership Interests Escrow Agreement means that certain Escrow Agreement dated as of the Closing Date hereof by and among Seller, Buyer and Xxxxxxxxxx & Xxxxx LLP, as escrow agent, substantially in the form attached hereto as Exhibit I.
Membership Interests has the meaning set forth in the recitals.
Closing Escrow Agreement means the Closing Escrow Agreement, dated as of the date hereof, between the Company, Xxxx Capital Partners, LLC and the escrow agent (the “Escrow Agent”) identified therein, in the form of Exhibit B hereto.
Deposit Escrow Agreement has the meaning set forth in Section 2.2.
Escrowed Shares has the meaning set forth in Section 2.4.
Seller Closing Certificate has the meaning set forth in Section 7.02(d).
Escrowed Property has the meaning set forth in the Escrow Agreement.
Indemnity Escrow Agreement means the Indemnity Escrow Agreement substantially in the form attached hereto as Exhibit B, among the Sellers, the Buyers and the Escrow Agent.
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.
Partnership Interests shall have the meaning specified in Section 6.3 [Subsidiaries].
Ownership Interests means, with respect to any Person, all of the shares of Capital Stock of such Person and all debt securities of such Person that can be converted or exchanged for Capital Stock of such Person, whether voting or nonvoting, and whether or not such Capital Stock or debt securities are outstanding on any date of determination.
Seller Shares means all shares of Common Stock of the Company owned as of the date hereof or hereafter acquired by a Common Holder, as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations and the like.
Escrow Agreement means the escrow agreement entered into prior to the date hereof, by and among the Company, the Escrow Agent and the Placement Agent pursuant to which the Purchasers shall deposit Subscription Amounts with the Escrow Agent to be applied to the transactions contemplated hereunder.
Escrowed Securities means the direct, noncallable obligations of the United States of America, as described in the Escrow Agreement.
Buyer Closing Certificate has the meaning set forth in Section 7.03(d).
LLC Interests shall have the meaning given to such term in Section 5.1.3.
Transferred Interests has the meaning set forth in the Recitals.
Purchased Interests has the meaning set forth in the Recitals.
Pledged Interests Addendum means a Pledged Interests Addendum substantially in the form of Exhibit C.
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.
Escrow Property has the meaning set forth in the Escrow Agreement.
Escrow Agreements means one or more of the agreements between the Company, the Partnership and one or more of the Performance Investors, dated as of the closing of the date of the initial public offering of the common stock of the General Partner, pursuant to which the Performance Investors have deposited their Performance Shares in escrow for possible transfer to the General Partner or the Partnership (as applicable).
Rollover Shares has the meaning given in the recitals.
Intercompany Interests means an Interest in a Debtor held by another Debtor and, for the avoidance of doubt, excludes the Existing Equity Interests.
Escrow Funds means the Advance funds deposited with the Escrow Agent pursuant to this Agreement.