Newco Membership Interests definition

Newco Membership Interests shall have the meaning set forth in the Recitals.
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Newco Membership Interests means all memberships in Newco that -------------------------- will be owned by PPI after the completion of the transactions contemplated to occur on the Effective Date, pursuant to the Section 6.2 of the Plan. -----------
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Newco Membership Interests shall have the meaning set forth in the Recitals. “Newco PA” shall have the meaning set forth in the Recitals.
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Examples of Newco Membership Interests in a sentence

  • Notwithstanding anything to the contrary contained in this Agreement, immediately following the transactions contemplated by this Article 2 (including Section 2.04), the beneficial ownership by Comcast of Newco Membership Interests shall represent 51% of the issued and outstanding ownership interests of Newco and the beneficial ownership by Navy Holdco 2 of Newco Membership Interests shall represent 49% of the issued and outstanding ownership interests of Newco.

  • Subsequent directors are appointed by ordinary general meeting of shareholders.

  • Navy Holdco 2 acknowledges that the Newco Membership Interests have not been registered under the Securities Act or any state securities Laws, and understands and agrees that it may not sell or dispose of any of the Newco Membership Interests except pursuant to a registered offering in compliance with, or in a transaction exempt from, the registration requirements of the Securities Act and any other applicable state, foreign or federal securities Laws.

  • Comcast acknowledges that the Newco Membership Interests have not been registered under the Securities Act or any state securities Laws, and understands and agrees that it may not sell or dispose of any of the Newco Membership Interests except pursuant to a registered offering in compliance with, or in a transaction exempt from, the registration requirements of the Securities Act and any other applicable state, foreign or federal securities Laws.

  • Comcast has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of its investment in the Newco Membership Interests, and is capable of bearing the economic risks of such investment, including a complete loss of its investment in the Newco Membership Interests.

  • The Newco Membership Interests (including those to be purchased from NBCU in accordance with Section 2.04) are being obtained by Comcast for its own account, and not with a view to, or for the offer or sale in connection with, any distribution or sale of the Newco Membership Interests or any interest in them in violation of the Securities Act (or analogous Laws in any non-U.S. jurisdiction).

  • It is intended that the contributions of the NBCU Shares and the New LLCs (except to the extent of the assumption by Newco of certain liabilities) and the Contributed Comcast Businesses to Newco in exchange for Newco Membership Interests will be treated as exchanges under Section 721 of the Code, and that the transaction described in Section 2.04 will be treated as sales of Newco Membership Interests under Section 741 of the Code.

  • Subject to the consummation of the transactions contemplated by Section 2.02 and Section 2.03, as of immediately prior to the Closing, Navy Holdco 2 and the Newco Interest Holders will be the sole owners of the Newco Membership Interests to be sold to Comcast pursuant to Section 2.04, free and clear of Liens (other than the restrictions set forth in the Newco Operating Agreement).


More Definitions of Newco Membership Interests

Newco Membership Interests has the meaning provided in Section 2.1.
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Newco Membership Interests means the uncertificated membership interests issued by NewCo.
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Newco Membership Interests means the membership interests of any of -------------------------- the Newcos.
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Related to Newco 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.

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

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

  • 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.

  • 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.

  • Membership Units means membership interests in the Company.

  • 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.

  • Partnership Interest means an ownership interest in the Partnership held by either a Limited Partner or the General Partner 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.

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

  • Derivative Partnership Interests means any options, rights, warrants, appreciation rights, tracking, profit and phantom interests and other derivative securities relating to, convertible into or exchangeable for 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 such Act.

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

  • 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.

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

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

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

  • Subsidiary Shares has the meaning ascribed to it in Section 3.3(a).

  • 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.

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

  • Subsidiary Interests means, collectively, the issued and outstanding shares of stock of the Subsidiary Debtors as of the Petition Date and any options, warrants or other contractual rights to acquire any shares of stock of the Subsidiary Debtors as of the Petition Date.

  • LLC Units has the meaning set forth in the LLC Agreement.

  • Indirect Ownership Interest means an ownership interest in an entity that has an ownership interest in another entity. Indirect ownership interest includes an ownership interest in an entity that has an indirect ownership interest in another entity.

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

  • Intercompany Interests means an Interest in a Debtor held by another Debtor and, for the avoidance of doubt, excludes the Existing Equity Interests.

  • Transferred Shares means all or any portion of a Member’s Shares that the Member seeks to Transfer.