Subject Membership Interests definition

Subject Membership Interests shall have the meaning set forth in the Recitals.
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Subject Membership Interests as defined in Section 3.04(c).
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Subject Membership Interests means the Membership Interests being issued and sold to the Pinnacle Investment Group Parties pursuant to this Agreement in the respective percentages set forth adjacent to the Pinnacle Investment Group Parties’ names at Schedule I to this Agreement, which will result in the Pinnacle Investment Group Parties owning an undivided fifty percent (50%) ownership or equity interest in BP upon the issuance and their receipt of those Membership Interests. Wherever used in this Agreement, each term defined in this Agreement shall have the meaning ascribed to it in this Agreement. Each term defined in this Agreement in the singular shall include the plural of that term, and each term defined in this Agreement in the plural shall include the singular of that term.
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Examples of Subject Membership Interests in a sentence

  • Buyer represents that it is purchasing the Subject Membership Interests for its own account, for investment only and not with a view to, or any present intention of, effecting a distribution of such securities or any part thereof except pursuant to a registration statement or an available exemption under applicable law.

  • If the Company does not elect to purchase, or is prohibited from purchasing under the Act, all of the Subject Membership Interests within such twenty (20) business day period, then such right of first refusal shall pass to the non-Selling Members in accordance with Section 11.3.2(b) below with respect to the Subject Membership Interests.

  • The sale of the Subject Membership Interests to Buyer shall be in conformity with all applicable state and federal securities laws.

  • To the extent Section 3.04(b) or 3.04(c) is applicable to any Transfer by PEGI of all or any portion of PEGI’s indirect ownership interest in Holdings, Pattern Member shall cause PEGI to comply or cause the applicable Pattern Seller, as the case may be, to comply with the terms of Section 3.04(b) or Section 3.04(c) as the seller of the Tag Along Sale Interests or the Subject Membership Interests, as applicable.

  • The Purchase Price shall be allocated among the Restrictive Covenants, the Subject Membership Interests and the Subject Shares as set forth on Schedule 1.3 attached hereto.

  • The Subject Membership Interests to be sold by the Seller hereunder are duly authorized, validly issued, fully paid and non-assessable, free and clear of all Encumbrances, other than as set forth on Schedule 3.5 hereof.

  • Such Pinnacle Investment Group Party understands that the Subject Membership Interests have not been registered under the Securities Act or any applicable state securities law, and may not be transferred or sold to any person or entity unless they are subsequently registered under the Securities Act or an exemption from such registration is available under applicable federal and state law.

  • Upon Closing, the Buyer shall be the lawful record and beneficial owner of the Subject Membership Interests, free and clear of all Encumbrances.

  • At the Closing, Seller shall deliver instruments evidencing the transfer of the Subject Membership Interests to Buyer in consideration of the payment in full of the Cash Consideration by wire transfer of immediately available funds to an account designated by Seller or by check payable to the order of Seller, at Seller's election, and the issuance and delivery by Parent to Seller of stock certificates representing the Stock Consideration, free and clear of any and all Liens.

  • Subject to the terms and conditions of this Agreement, EXCO agrees to transfer, and BG agrees to acquire, the Subject Membership Interests in accordance with, and subject to, the terms hereof.

Related to Subject Membership Interests

  • Subject Member has the meaning set forth in Section 4.1(d).

  • 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.

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

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

  • Unit Member refers to any employee who is included in the bargaining unit as defined in Article II.

  • 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.

  • 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.

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

  • Continuing ownership interest means ownership of or entitlement to more than twenty five per cent of shares or capital or profits of the company;

  • 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.

  • Student Member means the member of ICCB who has been selected by ICCB's Student Advisory Committee. The student member has all the privileges of membership defined in Section 2-3 of the Act.

  • 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.

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

  • Economic Interest means a Person’s right to share in the income, gains, losses, deductions, credits, or similar items of the Company, and to receive Distributions from the Company, but excluding any other rights of a Member, including the right to vote or to participate in management, or, except as may be provided in the Act, any right to information concerning the business and affairs of the Company.

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

  • 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.

  • 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.

  • Limited Partner Interest means a Partnership Interest of a Limited Partner in the Partnership representing a fractional part of the Partnership Interests of all Partners 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. A Limited Partner Interest may be expressed as a number of Partnership Units (other than GP Units).

  • Membership Units means membership interests in the Company.

  • Controlling ownership interested means ownership of or entitlement to more than twenty five percent of shares or capital or profits of the Company;

  • Purported Beneficial Transferee means, with respect to any purported Transfer (or other event) which results in a transfer to a Trust, as provided in Section 6.2.2 of this Article VI, the Purported Record Transferee, unless the Purported Record Transferee would have acquired or owned shares of Capital Stock for another Person who is the beneficial transferee or owner of such shares, in which case the Purported Beneficial Transferee shall be such Person.

  • Voting Units means collectively, the Units and Special Voting Units;

  • Beneficial shareholder means the person who is a beneficial owner of shares held in a voting trust or by a nominee as the record shareholder.

  • Ownership Interest As to any Certificate, any ownership or security interest in such Certificate, including any interest in such Certificate as the Holder thereof and any other interest therein, whether direct or indirect, legal or beneficial, as owner or as pledgee.