Offered Membership Interests definition

Offered Membership Interests has the meaning set forth in Section 12.2(a).
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Offered Membership Interests has the meaning set forth in Section 9.2(a). “Offer Notice” has the meaning set forth in Section 9.2(b).
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Offered Membership Interests has the meaning ascribed to such term in Section 3.08.
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Examples of Offered Membership Interests in a sentence

  • If any Member has not responded within such ten (10)-day period, such Member shall be deemed to have elected not to purchase any Offered Membership Interests.

  • Such electing Members shall have the right to purchase such additional portion of the remaining Offered Membership Interests in an amount up to an electing Member’s Pro Rata Share of the remaining Offered Membership Interests, except as otherwise mutually agreed by the electing Members.

  • Any remaining Offered Membership Interests not elected to be purchased by the end of such ten (10)-day period shall be reoffered by the Transferor Person for a five (5)-day period to the Members who have elected to purchase the Offered Membership Interests.

  • In the event all such Offered Membership Interests are not purchased by the purchasers as set forth herein, then the remaining Offered Membership Interests may then be distributed to the successors-in-interest entitled to receive the same in accordance with the terms of this Agreement; provided, however, that any such Offered Membership Interests so distributed shall be subject to this Agreement in all respects.

  • The closing of any purchase of Offered Membership Interests or any sale of Co-Sale Membership Interests or Tag-Along Membership Interests by the Members shall take place at the principal office of the Company, unless otherwise agreed.

  • Any remaining Offered Membership Interests not elected to be purchased by the end of such ten (10)-day period shall be reoffered by the Transferor Person for a five(5)-day period to the Members who have elected to purchase the Offered Membership Interests.

  • Within thirty (30) days of appointment, each appraiser, or a single appraiser if agreed upon, shall separately investigate the Fair Market Value of the Offered Membership Interests and shall submit a notice of an appraisal of that Fair Market Value to each party.

  • For a period of thirty (30) days following the final exercise of any option rights to purchase Offered Membership Interests at Fair Market Value pursuant to Section 11.2(c) or Section 11.2(d), the selling party and the purchaser (or, if there is more than one purchaser, a majority of the purchasers) of the applicable Offered Membership Interests shall first endeavor to agree on the Fair Market Value of the Offered Membership Interests.‌(b) By Appraisal.

  • Subject to the foregoing and except as otherwise mutually agreed by the parties to such purchase, the closing of any purchase of such Offered Membership Interests shall be as soon as practicable but in no event later than forty-five (45) days following the determination of the accumulated Capital Account value of the Offered Membership Interests and shall take place at the principal office of the Company or by delivery of executed documents via electronic mail.

  • The number of Membership Interests that such Member can substitute shall be determined by multiplying the number of Offered Membership Interests by the Fully Diluted Percentage Interest of such electing Member, and rounding up any fractional number of Membership Interests by one (1) Membership Interest.


More Definitions of Offered Membership Interests

Offered Membership Interests shall have the meaning set forth in Section 10.02(a) hereof.
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Related to Offered 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.

  • Offered Interests has the meaning set forth in Section 8.5(a).

  • Membership Units has the meaning set forth in the Recitals.

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

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

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

  • 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.

  • Offered Units has the meaning set forth in Section 9.03(a)(i).

  • 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.

  • 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.

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

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

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

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

  • 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.

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

  • Member Interest means an equity interest of a Member in the Company and includes any and all benefits to which such Member is entitled as provided in this Agreement, together with all obligations of such Member pursuant to the terms and provisions of this Agreement.

  • 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.

  • Selling Member has the meaning set forth in Section 10.5(a).

  • Purchaser Shares means the common shares in the capital of the Purchaser.

  • 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.

  • Offered Shares has the meaning set forth in Section 3.02(a).

  • Controlling ownership interest means ownership of or entitlement to more than twenty-five percent of shares or capital or profits of the company;

  • LP Units means the non-voting limited partnership units in the capital of BEP, other than the Preferred Units, including any LP Units issued pursuant to the Redemption-Exchange Mechanism.

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