Distributed Interests definition

Distributed Interests means, with respect to the Member, an amount equal to (i) the Cash Payment plus (ii) the Closing Stock Consideration plus (iii) the right to receive any Additional Consideration.
Sample 1Sample 2
Distributed Interests has the meaning set forth in Section 2.2.
Sample 1Sample 2
Distributed Interests has the meaning set forth in Recital C of this Agreement.
Sample 1

Examples of Distributed Interests in a sentence

  • In connection with the transactions contemplated by the Merger Agreement, the Company desires to distribute the Distributed Interests (as defined below) to the Member in exchange for the Redeemed Interests (as defined below).

  • For the avoidance of doubt, with respect to the Redeemed Interests, the distribution of the Distributed Interests to the Member as set forth herein constitutes the entirety of the distributions to which the Member is entitled under the Operating Agreement, and the Member has no right to, or any interest in, any subsequent distributions from the Company or pursuant to the Operating Agreement.

  • In addition, the Data Controller may process your Data in order to improve the visitors’ browsing experience.

  • There is no Legal Proceeding pending or threatened against such Selling Shareholder with respect to his, her or its ownership of the Company Shares held by such Selling Shareholder or to consummate the transactions contemplated by this Agreement at the Closing, including the Acquired Companies Distribution and the ability to transfer any of the Distributed Interests to Purchaser.

  • For Tax purposes, the Expense Fund Amount (including any additions thereto following approval by the Advisory Group) shall be treated as consideration received by the Selling Shareholders in exchange for the Distributed Interests at the time of Closing.

  • Such Selling Shareholder is not subject to any outstanding Order on his, her or its ownership of such Selling Shareholder’s Company Shares or ability to transfer any of the Distributed Interests that will be held by such Selling Shareholder following the Acquired Companies Distribution or consummate such transfer of the Distributed Interests at the Closing.

  • As foreign automobile manufacturers are required to form 50-percent joint ventures with Chinese partners, these requirements could effectively require them to transfer core NEV technology to their Chinese joint-venture partners in order to receive the available government funding.

  • For the avoidance of doubt, Parent and Purchaser shall not make (or cause to be made) an election pursuant to Section 338(g) of the Code with respect to the Acquired Companies in connection with the purchase and sale of the Distributed Interests pursuant to this Agreement without the prior written consent of the Sellers’ Representative (such consent not to be unreasonably withheld, conditioned or delayed).

  • In consideration of the Redeemed Interests, the Company will distribute, assign and deliver to the Member all right, title and interest in the Distributed Interests, free and clear of any and all Liens, other than the Permitted Liens, such distribution being conditioned upon the receipt by the Company of the Member’s executed Lock-Up Agreement.

Related to Distributed Interests

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

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

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

  • Transferred Interest means, at any time of determination, an undivided percentage ownership interest in (i) each and every then outstanding Receivable, (ii) all Related Security with respect to each such Receivable, (iii) all Collections with respect thereto, and (iv) other Proceeds of the foregoing, which undivided ownership interest shall be equal to the Aggregate Percentage Factor at such time, and only at such time (without regard to prior calculations). The Transferred Interest in each Receivable, together with Related Security, Collections and Proceeds with respect thereto, shall at all times be equal to the Transferred Interest in each other Receivable, together with Related Security, Collections and Proceeds with respect thereto. To the extent that the Transferred Interest shall decrease as a result of a recalculation of the Aggregate Percentage Factor, the Administrative Agent on behalf of the applicable Class Investors shall be considered to have reconveyed to the Transferor an undivided percentage ownership interest in each Receivable, together with Related Security, Collections and Proceeds with respect thereto, in an amount equal to such decrease such that in each case the Transferred Interest in each Receivable shall be equal to the Transferred Interest in each other Receivable.

  • Related interests means the interests of a coastal State directly affected or threatened by a wreck, such as:

  • Purchased Interest means, at any time, the undivided percentage ownership interest of the Purchasers in: (a) each and every Pool Receivable now existing or hereafter arising, (b) all Related Security with respect to such Pool Receivables and (c) all Collections with respect to, and other proceeds of, such Pool Receivables and Related Security. Such undivided percentage ownership interest shall be computed as:

  • Allocated interests means the following interests allocated to each unit:

  • 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.

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

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

  • 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.

  • Residual Interests As specified in the Preliminary Statement.

  • Capital Interests means any and all shares, interests, participations, rights or other equivalents (however designated) of capital stock, including, without limitation, with respect to partnerships, partnership interests (whether general or limited) and any other interest or participation that confers on a person the right to receive a share of the profits and losses of, or distributions of assets of, such partnership.

  • Assigned Interests has the meaning set forth in Section 2 hereof;

  • Imputed Interest means any interest imputed under Section 1272, 1274 or 483 or other provision of the Code and any similar provision of state and local tax law with respect to the Corporate Taxpayer’s payment obligations under this Agreement.

  • 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).

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

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

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

  • REO Imputed Interest As to any REO Property, for any calendar month during which such REO Property was at any time part of REMIC I, one month's interest at the applicable Net Mortgage Rate on the Stated Principal Balance of such REO Property (or, in the case of the first such calendar month, of the related Mortgage Loan, if appropriate) as of the close of business on the Distribution Date in such calendar month.

  • 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.

  • 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.

  • Distributed Property shall have the meaning specified in Section 14.04(c).