NJNR Interests definition

NJNR Interests means, collectively, (i) the 4.07% general partnership interest in Iroquois held by Contributor in the LDC Bloc, the 0.14% limited partnership interest in Iroquois held by Contributor in the LDC Bloc, and the 1.32% general partnership interest in Iroquois held by Contributor in the U.S. Interstate Bloc and (ii) all economic, voting, ownership and other rights, title and interest in and to Iroquois now or hereafter arising from or in connection with such partnership interests, including the right to share in the profits, losses and capital of Iroquois, and the right to receive distributions from Iroquois.
Sample 1Sample 2

Examples of NJNR Interests in a sentence

  • Simultaneously with the Assignment, the parties hereto acknowledge and agree that Assignor shall cease to hold any rights of any kind or nature in the NJNR Interests, and Assignor is hereby deemed to have withdrawn and resigned as a partner of Iroquois.

  • Upon Closing, DM Sub shall own all of the NJNR Interests free and clear of all Liens (other than the Iroquois LPA, the LDC Bloc Voting Agreement and the U.S. Interstate Bloc Voting Agreement and DM Sub’s allocable share of the liabilities of Iroquois as determined pursuant to Section 752 of the Code and its underlying Treasury Regulations).

  • There are no Actions pending or, to the knowledge of Contributor, threatened (a) against or by Contributor or any Affiliate thereof affecting any of the NJNR Interests, or (b) against or by Contributor or any Affiliate thereof that would reasonably be expected to have a Contributor Material Adverse Effect.

  • DM Sub is acquiring the NJNR Interests for its own account, for the purpose of investment and not with a view to, or for sale in connection with, any distribution thereof as such term is used in connection with the registration provisions of the Securities Act.

  • Contributor is the sole legal, beneficial, record and equitable owner of all of the NJNR Interests free and clear of all Liens (other than the Iroquois LPA, the LDC Bloc Voting Agreement and the U.S. Interstate Bloc Voting Agreement).

  • At the Closing and for the consideration specified in Section 2.2 below, Contributor shall contribute, convey, transfer, assign and deliver to DM Sub, and DM Sub shall acquire and accept from Contributor, all of Contributor’s right, title and interest in and to the NJNR Interests.

  • DM Sub acknowledges that the NJNR Interests are not registered under the Securities Act, any applicable state securities Laws or any applicable foreign securities Laws, and that the NJNR Interests may not be transferred or sold except pursuant to the registration provisions of the Securities Act or applicable foreign securities Laws or pursuant to an applicable exemption therefrom and pursuant to applicable state securities Laws.

  • Notwithstanding the foregoing, any Transfer Taxes incurred in connection with the contribution of the NJNR Interests pursuant to this Agreement shall be borne 50% by Contributor and 50% by the Acquirer Parties in accordance with Section 5.4(d).

  • The total value of the consideration to be paid for the NJNR Interests shall be 1,838,932 DM Units (the “New DM Units”) with an aggregate value of approximately $61,110,000 (the “Consideration Value”), based on the volume-weighted average trading price of a DM Unit on the New York Stock Exchange for the 5-trading day period ending on the trading day immediately preceding the Effective Date, which New DM Units DM shall issue, or cause to be issued, to Contributor at Closing.

  • Effective as of the Closing Date, Assignor hereby contributes, conveys, transfers, assigns and delivers to Assignee all of Assignor’s right, title and interest in and to the NJNR Interests, free and clear of all Liens (other than the Iroquois LPA, the LDC Bloc Voting Agreement and the U.S. Interstate Bloc Voting Agreement and Assignor’s allocable share of the liabilities of Iroquois as determined pursuant to Section 752 of the Code and its underlying Treasury Regulations) (the “Assignment”).

Related to NJNR Interests

  • REMIC I Interests The REMIC I Regular Interests and the Class R-I Certificates.

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

  • REMIC II Interests means, collectively, the REMIC II Regular Interests and the Class R-II Certificates.

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

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

  • 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.

  • Other Interests means the legal or equitable estates or interests and other rights in relation to the Determination Area described in Schedule Six and referred to in paragraph 10;

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

  • Class A Interests means the Units purchased by the Class A Members. The Class A Interests shall comprise sixty-five percent (65%) of the total Interests sold. Class A Percentage Interest shall be determined by calculating the ratio between each Class A Member’s Capital Account in relation to the total capitalization of the Company provided by the Class A Members.

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

  • Class A LP Units means the Class A limited partnership units of the Partnership.

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

  • Class B LP Units means, collectively, the Class B limited partnership units of the Partnership, and “Class B LP Unit” means any one of them.

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

  • Uncertificated Lower-Tier Interests Any of the Class LA1, Class LA2, Class LA3, Class LA4, Class LA5, Class LASB, Class LAS, Class LB, Class LC, Class LD, Class LE, Class LF and Class LNR Uncertificated Interests.

  • Ownership Interests means, with respect to any entity, any ownership interests in the entity and any economic rights (such as a right to distributions, net cash flow or net income) to which the owner of such ownership interests is entitled.

  • 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.

  • Aggregate Voting Interests The aggregate of the Voting Interests of all the Certificates under this Agreement.

  • Lower Tier REMIC Interests Each of the Class LTA-1 Interest, the Class LTA-2A Interest, the Class LTA-2B Interest, the Class LTA-2C Interest, the Class LTA-2D Interest, the Class LTM-1 Interest, the Class LTM-2 Interest, the Class LTM-3 Interest, the Class LTM-4 Interest, the Class LTM-5 Interest, the Class LTM-6 Interest, the Class LTB-1 Interest, the Class LTB-2 Interest, the Class LTB-3 Interest, the Class LTIX Interest, the Class LTIIX Interest, the Class LTII1A Interest, the Class LTII1B Interest, the Class LTII2A Interest, the Class LTII2B Interest, the Class LT-IO Interest and the Class LTR Interest.

  • Lower Tier Interest As described in the Preliminary Statement.

  • 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.

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

  • Class R-IV Interest The uncertificated Residual Interest in REMIC IV.

  • 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 R Residual Interests The Class R-1 and Class R-2 Residual Interests (which shall be transferable only as a unit evidenced by the Class R Certificates, in accordance with the applicable provisions of Section 5.01).

  • Class A Units means the Units of partnership interest in the Partnership designated as the “Class A Units” herein and having the rights pertaining thereto as are set forth in this Agreement.