Required Interests definition

Required Interests means each of (i) the Members holding at least a ------------------ majority of the Investor Units and (ii) the Members holding at least a majority of the Management Units.
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Required Interests has the meaning set forth in Section 3.3(a).
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Required Interests means the Member Interests, excluding the interests described in clauses (i) through (iii) above. Except for the consent rights of specified groups of Members specifically set forth herein, the Members of each Class shall be deemed to constitute a single class or group for purposes of all voting and consent rights provided for herein or under the Delaware Act.
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Examples of Required Interests in a sentence

  • Without the approval of Members holding a majority of the Required Interests, if applicable, the Managing Member will not sell, assign, pledge, mortgage or otherwise dispose of its interest in the Company, will not withdraw from the Company prior to the dissolution of the Company and will not borrow or withdraw any amount from the Company, except as expressly permitted by this Agreement.


More Definitions of Required Interests

Required Interests means the affirmative vote of Members possessing Sharing Ratios, in the aggregate, exceeding eighty (80%) percent.
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Required Interests means the prior written consent of (i) so long as Earl P. Kaplan and his Affiliates own at least 10% of the shares of Common Stock held by Earl P. Kaplan on the Closing Date after giving effect to the transactions contemplated by the Recapitalization Agreement, Earl P. Kaplan (or, in the case of his death or incapacity, David Kaplan), (ii) so long as the EGI Persons hold at least 10% of the shares of Common Stock purchased by SZ Investments, L.L.C. pursuant to the Recapitalization Agreement, EGI and (iii) in the event that Earl P. Kaplan and his Affiliates no longer own 10% of the shares of Common Stock held by Earl P. Kaplan on the Closing Date after giving effect to the transactions contemplated by the Recapitalization Agreement and the EGI Persons no longer hold at least 10% of the shares of Common Stock purchased by SZ Investments, L.L.C. pursuant to the Recapitalization Agreement, the holders of a majority of the outstanding shares of Common Stock.]
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Required Interests means at least a majority of the Outstanding Interests.
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Required Interests shall have the meaning ascribed to it in Section 11(a). ​ ​ ​
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Related to Required Interests

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

  • Required Interest shall have the meaning specified in the Standard Terms.

  • Paired Interest has the meaning set forth in the Exchange Agreement.

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

  • Required Investors means the Investors holding a majority of the Registrable Securities.

  • Acquired Indebtedness means, with respect to any specified Person,

  • 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.

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

  • 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.

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

  • Acquired Debt means, with respect to any specified Person:

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

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

  • 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.

  • Deferred Intercompany Transaction has the meaning set forth in Treas. Reg. Section 1.1502-13.

  • After-Acquired Intellectual Property has the meaning assigned to such term in Section 4.02(d).

  • 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.

  • Offered Interest has the meaning set forth in Section 11.2.1.

  • 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:

  • Permitted Equity Interests means common stock of the Borrower that after its issuance is not subject to any agreement between the holder of such common stock and the Borrower where the Borrower is required to purchase, redeem, retire, acquire, cancel or terminate any such common stock.

  • Existing Equity Interests means any Equity Security, including all issued, unissued, authorized, or outstanding shares of capital stock and any other common stock, preferred stock, limited liability company interests, and any other equity, ownership, or profit interests of Mariposa Intermediate, including all options, warrants, rights, stock appreciation rights, phantom stock rights, restricted stock units, redemption rights, repurchase rights, convertible, exercisable, or exchangeable securities, or other agreements, arrangements, or commitments of any character relating to, or whose value is related to, any such interest or other ownership interest in Mariposa Intermediate, whether or not arising under or in connection with any employment agreement and whether or not certificated, transferable, preferred, common, voting, or denominated “stock” or a similar security.

  • New Equity Interests means the limited liability company

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

  • Excluded Equity Interests means (a) any Equity Interests with respect to which, in the reasonable judgment of the Administrative Agent and the Borrower, the cost or other consequences of pledging such Equity Interests in favor of the Secured Parties under the Security Documents shall be excessive in view of the benefits to be obtained by the Secured Parties therefrom, (b) solely in the case of any pledge of Equity Interests of any Foreign Subsidiary or FSHCO (in each case, that is owned directly by the Borrower or a Guarantor) to secure the Obligations, any Equity Interest that is Voting Stock of such Foreign Subsidiary or FSHCO in excess of 65% of the Voting Stock of such Subsidiary, (c) any Equity Interests to the extent the pledge thereof would be prohibited by any Requirement of Law, (d) in the case of (i) any Equity Interests of any Subsidiary to the extent the pledge of such Equity Interests is prohibited by Contractual Requirements existing on the Closing Date or at the time such Subsidiary is acquired (provided that such Contractual Requirements have not been entered into in contemplation of such Subsidiary being acquired), or (ii) any Equity Interests of any Subsidiary that is not a Wholly owned Subsidiary at the time such Subsidiary becomes a Subsidiary, any Equity Interests of each such Subsidiary described in clause (i) or (ii) to the extent (A) that a pledge thereof to secure the Obligations is prohibited by any applicable Contractual Requirement (other than customary non-assignment provisions which are ineffective under the Uniform Commercial Code or other applicable Requirements of Law), (B) any Contractual Requirement prohibits such a pledge without the consent of any other party; provided that this clause (B) shall not apply if (1) such other party is a Credit Party or a Wholly owned Subsidiary or (2) consent has been obtained to consummate such pledge (it being understood that the foregoing shall not be deemed to obligate the Borrower or any Subsidiary to obtain any such consent)) and only for so long as such Contractual Requirement or replacement or renewal thereof is in effect, or (C) a pledge thereof to secure the Obligations would give any other party (other than a Credit Party or a Wholly owned Subsidiary) to any Contractual Requirement governing such Equity Interests the right to terminate its obligations thereunder (other than customary non-assignment provisions that are ineffective under the Uniform Commercial Code or other applicable Requirement of Law), (e) the Equity Interests of any Immaterial Subsidiary (unless a security interest in the Equity Interests of such Subsidiary may be perfected by filing an “all assets” UCC financing statement) and any Unrestricted Subsidiary, (f) the Equity Interests of any Subsidiary of a Foreign Subsidiary or FSHCO, (g) any Equity Interests of any Subsidiary to the extent that the pledge of such Equity Interests would result in material adverse tax consequences to the Borrower or any Subsidiary as reasonably determined by the Borrower, (h) any Equity Interests set forth on Schedule 1.1(b) which have been identified on or prior to the Closing Date in writing to the Administrative Agent by an Authorized Officer of the Borrower and agreed to by the Administrative Agent and (i) Margin Stock.

  • Acquisition Shares means the shares of an Acquiring Fund to be issued to the corresponding Target Fund in a reorganization under this Agreement.

  • Additional Secured Debt Designation means a notice in substantially the form of Exhibit A.