Transfer of Membership Interests definition

Transfer of Membership Interests is defined in Section 10.2. “UST Act” is defined in Section 2.2.3.‌
Sample 1

Examples of Transfer of Membership Interests in a sentence

  • Any Transfer of Membership Interests may be done through the use of the Otonomos dashpanel (xxxxx.xx), provided, however, that it shall be the responsibility of the Manager to ensure that any Transfer is in full compliance with applicable laws, including, without limitation, any securities laws.

  • With respect to any Transfer of Membership Interests after the date hereof, upon the direction of the Manager in its sole discretion, the Tax Matters Partner shall, if permitted by applicable law, make an election under section 754 of the Code; any allocation of purchase price among the Company’s assets in connection with an election under Code section 754 shall be made by the Manager.

  • No Transfer of Membership Interests to a Person not already a Member of the Company shall be deemed completed until the prospective Transferee is admitted as a Member of the Company in accordance with Section 4.01(b) hereof.

  • Notwithstanding the foregoing, amendments to Schedule A that are necessary to reflect any new issuance, redemption, repurchase or Transfer of Membership Interests in accordance with this Agreement may be made by the Managing Member without the consent of or execution by the Members.

  • Any Transfer or Encumbrance of a Membership Interest in violation of this Section (Transfer of Membership Interests) shall be void.

  • After Closing, Developer may conduct a Transfer of Membership Interests in accordance with the Construction and Use Covenant, the Ground Lease, and the Deed, but in any event, a Transfer of Membership Interests shall not be permitted prior to District’s issuance of a Certificate of Final Completion.

  • A Transfer of Membership Interests permitted hereunder shall be effective as of the date of assignment and compliance with the conditions to such Transfer set forth in this Agreement, and such Transfer shall be shown on the books and records of NGR Management (including the Membership Interest Ownership Ledger).

  • No Transfer of Membership Interests shall effect a release of the Transferring Member from any liabilities to the Company or the other Members arising from events occurring prior to the Transfer, except as otherwise may be provided in any instrument or agreement pursuant to which a Transfer of Membership Interests is effected.

  • In the event of a Transfer of Membership Interests during any Fiscal Year made in compliance with the provisions of Article IX, Net Income, Net Losses and other items of income, gain, loss and deduction of the Company attributable to such Membership Interests for such Fiscal Year shall be determined using the interim closing of the books method.

  • Any purported Transfer of Membership Interests not in accordance with this Charter shall be null and void, and the PDA shall refuse to recognize any such Transfer for any purpose and shall not reflect in its records any change in record ownership of Membership Interests pursuant to any such Transfer.

Related to Transfer of 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.

  • 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.

  • Membership Units means membership interests in 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.

  • 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.

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

  • 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.

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

  • 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.

  • General Partnership Interest means a Partnership Interest held by the General Partner that is a general partnership interest.

  • 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.

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

  • Membership Unit means a Membership Common Unit, a Company Preferred Unit, a Company Junior Unit or any other fractional share of the Membership Interests that the Managing Member has authorized pursuant to Section 4.1 or Section 4.2 hereof.

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

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

  • 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.

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

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

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

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

  • 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.

  • Permitted Transfers has the meaning set forth in Section 4.2.17(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.

  • 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.