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

  • 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”).

  • The Closing for the Seller Membership Interests shall occur at noon Pacific Time on the Company Closing Date at the offices of Lawyer's Title, 0000 X.

  • Purchaser is purchasing the Seller Membership Interests for its own account for investment and not with a view to, or in connection with, the distribution thereof.

  • The Parties believe, based on their independent analysis, that the transfer of the Seller Membership Interests pursuant to this Agreement does not result in the imposition of any sales, use, value-added and similar Taxes and shall act in a manner consistent with such belief.

  • 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.

  • Prior to the issuance of the Seller Golden Unit to Buyer Parent, all of the outstanding Seller Membership Interests are owned of record and beneficially by WNGL, free and clear of any Encumbrances.

  • 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.

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

  • Seller desires to sell, transfer and convey the Seller Membership Interests and/or Building Owner Membership Interests, as applicable, to Buyer, and Buyer desires to accept such sale, transfer and conveyance, upon and subject to the terms and conditions set forth in this Agreement.

  • 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.


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 Person, all of the shares of Capital Stock of such Person and all debt securities of such Person that can be converted or exchanged for Capital Stock of such Person, whether voting or nonvoting, and whether or not such Capital Stock or debt securities are outstanding on any date of determination.

  • 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 ownership interest in the Partnership held by either a Limited Partner or the General Partner and includes any and all benefits to which the holder of such a Partnership Interest may be entitled as provided in this Agreement, together with all obligations of such Person to comply with the terms and provisions of this Agreement.

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

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

  • 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 means the units into which the ownership interests of the Members in the Company are divided, including such Member’s Economic Interest and the right of such Member to any and all benefits to which such Member may be entitled as provided in this Agreement or under the Act, together with the obligation of such Member to comply with all of the provisions of this Agreement and of the Act.

  • 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.

  • 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 such 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.