Seller Membership Interests definition

Seller Membership Interests has the meaning set forth in Section 3.01(a). “Sellers’ Representative” shall be Gxxxxx Xxxx.
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Seller Membership Interests means 550 Class A Units of the Company.
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Seller Membership Interests has the meaning set forth in Section 4.3 of this Agreement.
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Examples of Seller Membership Interests in a sentence

  • At Closing the Purchase Price shall be paid by Buyer to Seller and the Seller Membership Interests owned by Seller in Company shall be assigned and conveyed to Buyer.

  • Each of Purchaser and Seller shall, and shall cause its respective Affiliates and Representatives to (as applicable), after the Closing, effect the orderly transition of the Seller Membership Interests to Purchaser.

  • To the Knowledge of Seller, the Seller Membership Interests and the 440 Class B Units beneficially owned by Purchaser and the 10 Class B Units beneficially owned by Handspring Corporation constitute all the Membership Interests.

  • Upon the terms and subject to the conditions of this Agreement, at the Closing, Seller shall sell, transfer and deliver to Purchaser, and Purchaser shall acquire from Seller, all right, title and interest in and to the Seller Membership Interests in exchange for the amounts set forth in Schedule 1.2 (the “Total Consideration”).

  • Upon the terms and subject to the conditions set forth in this Agreement and in reliance upon the representations, warranties and covenants set forth herein, at the Closing (as defined below), the Seller shall sell, assign, convey and deliver to Buyer, and Buyer shall acquire from the Seller, Membership Interests constituting forty percent (40%) of the issued and outstanding equity of the Company (the “Purchased Interests”) free and clear of all Liens (the “Sale”).

  • Any addition required in order to comply with the Fire Protection and Prevention Act S.O. 1997, as amended.

  • Each Party shall, and shall cause its respective Affiliates and Representatives, as applicable, to execute and deliver such further certificates, agreements and other documents and perform all acts necessary to consummate the transactions contemplated by this Agreement, including the transfer of all Seller Membership Interests to Purchaser at the Closing.

  • Except as expressly set forth herein, Seller hereby represents and warrants to the Buyer as of the date hereof and, subject to this Article III, on the Company Closing Date, and acknowledge and confirm that the Buyer is relying upon such representations and warranties in connection with the purchase of the Seller Membership Interests.

  • At the Closing, Seller shall deliver to Purchaser good and marketable title to the Seller Membership Interests, free and clear of all Liens.

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More Definitions of Seller Membership Interests

Seller Membership Interests has the meaning ascribed to it in the forepart of this Agreement.
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Seller Membership Interests means the membership interests of Seller.
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Seller Membership Interests is defined in Section 2.2(a).
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Related to Seller 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.

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

  • 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.

  • 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.

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

  • 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.

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

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

  • 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.

  • 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.

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

  • 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.

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

  • 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.

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

  • Contributed Assets shall have the meaning as set forth in Section 2.2.

  • Company 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.

  • Residual Ownership Interest Any record or beneficial interest in the Class R Certificates.

  • Applicable Ownership Interest means, with respect to the Treasury portfolio,

  • Beneficial Ownership Interest means the right to receive payments and notices with respect to the Bonds held in a Book Entry System.

  • Deemed Partnership Interest Value means, as of any date with respect to any class of Partnership Interests, the Deemed Value of the Partnership Interests of such class multiplied by the applicable Partner's Percentage Interest of such class.