Authorized Units. The interests in the Partnership of the Partners will be divided into and represented, as of the date hereof, by an unlimited number of only each of two classes of Units as follows: (i) interests of the General Partner will be represented by common partnership units (“Common Units”); and (ii) interests of Limited Partners will be represented by exchangeable limited partnership units (“Exchangeable Units”). Except in accordance with this Agreement, no other Partnership Interests, Units or other interests in the Partnership shall be issued other than as specified by the preceding sentence. Each of the Units will represent an interest in the Partnership having the preferences, rights, restrictions, conditions and limitations provided in this Agreement including: (a) the holders of Units will have the right to receive allocations of Net Income, Net Loss (and any items of income, gain, loss, or deduction that are specially allocated pursuant to Section 5.2(b)), taxable income and tax loss as provided in this Agreement; (b) the holders of the Units will have the right to share in returns of capital and to share in cash and any other distributions to Partners and to receive the remaining assets of the Partnership on dissolution or winding up in accordance with the terms of this Agreement; and (c) the holders of Units will have the right to receive notice of and to attend any meetings of Partners of the Partnership. Except as otherwise specified in this Agreement, no Partner will have any preference, priority or right in any circumstance over any other Partner in respect of the Units held by each. For greater certainty, the General Partner’s interest in the Partnership is a single interest defined by reference to the Common Units held by it and any other Units that it might acquire in accordance with this Agreement.
Appears in 5 contracts
Sources: Exempted Limited Partnership Agreement, Exempted Limited Partnership Agreement (Broadcom Cayman L.P.), Agreement and Plan of Merger (Broadcom Corp)
Authorized Units. The interests in the Partnership of the Partners will initially be divided into and represented, as of the date hereof, by an unlimited number of only each of two classes of Units as follows: (i) interests the interest of the General Partner will be represented by common general partnership units in the capital of the Partnership (“Common GP Units”); and (ii) interests of the Limited Partners will be represented by exchangeable limited partnership units in the capital of the Partnership that are designated as Class X Units (“Exchangeable Class X Units”). Except in accordance with this Agreement, no other Partnership Interests, Units or other interests in the Partnership shall be issued other than as specified by the preceding sentence. Each of the Units will represent an interest in the Partnership having the preferences, rights, restrictions, conditions and limitations provided in this Agreement including:
(a) the holders of Units will have the right to receive allocations of Net Income, Net Loss (and any items of net income, gain, net loss, or deduction that are specially allocated pursuant to Section 5.2(b)), taxable income and tax loss as provided in this Agreement;
(b) the holders of the Units will have the right to share in returns of capital and to share in cash and any other distributions to Partners and to receive the remaining assets of the Partnership on dissolution or winding up in accordance with the terms of this Agreement; and
(c) the holders of Units will have the right to receive notice of and to attend any meetings of Partners of the Partnership. Except as otherwise specified in this Agreement, no No Partner will have any preference, priority or right in any circumstance over any other Partner in respect of the Units held by each. For greater certainty, the General Partner’s interest in the Partnership is a single interest defined by reference to the Common GP Units held by it and any other Units that it might acquire in accordance with this it. The Partnership may issue additional classes of limited partnership units as contemplated pursuant to the terms of the Transaction Agreement.
Appears in 2 contracts
Sources: Limited Partnership Agreement (Telesat Partnership LP), Limited Partnership Agreement (Telesat Corp)
Authorized Units. The interests in the Partnership of the Partners other than the limited partnership interest of the Initial Limited Partner will be divided into and represented, as of the date hereof, by an unlimited number of only each of two three classes of Units as follows: (i) interests of the General Partner will be represented by Class A common partnership units (“Common Units”) and preferred partnership units (“Preferred Units”); and (ii) interests of Limited Partners other than the limited partnership interest of the Initial Limited Partner will be represented by Class B exchangeable limited partnership units (“Exchangeable Units”). Except in accordance with this Agreement, no other Partnership Interests, Units or other interests in the Partnership shall be issued other than as specified by the preceding sentence. Each of the Units will represent an interest in the Partnership having the preferences, rights, restrictions, conditions and limitations provided in this Agreement including:
(a) the holders of Units will have the right to receive allocations of Net Income, Net Loss (and any items of net income, gain, net loss, or deduction that are specially allocated pursuant to Section 5.2(b)), taxable income and tax loss as provided in this Agreement;
(b) the holders of the Units will have the right to share in returns of capital and to share in cash and any other distributions to Partners and to receive the remaining assets of the Partnership on dissolution or winding up in accordance with the terms of this Agreement; and
(c) the holders of Units will have the right to receive notice of and to attend any meetings of Partners of the Partnership. Except as otherwise specified in this Agreement, no Partner will have any preference, priority or right in any circumstance over any other Partner in respect of the Units held by each. For greater certainty, the General Partner’s interest in the Partnership is a single interest defined by reference to the Common Units and Preferred Units held by it and any other Units units that it might acquire in accordance with this Agreement.
Appears in 2 contracts
Sources: Limited Partnership Agreement (Restaurant Brands International Inc.), Limited Partnership Agreement (Restaurant Brands International Inc.)
Authorized Units. The interests in the Partnership of the Partners other than the limited partnership interest of the Initial Limited Partner will be divided into and represented, as of the date hereof, by an unlimited number of only each of two three classes of Units as follows: (i) interests of the General Partner will be represented by Class A common partnership units (“Common Units”) and preferred partnership units (“Preferred Units”); and (ii) interests of Limited Partners other than the limited partnership interest of the Initial Limited Partner will be represented by Class B exchangeable limited partnership units (“Exchangeable Units”). Except in accordance with this Agreement, no other Partnership Interests, Units or other interests in the Partnership shall be issued other than as specified by the preceding sentence. Each of the Units will represent an interest in the Partnership having the preferences, rights, restrictions, conditions and limitations provided in this Agreement including:
(a) the holders of Units will have the right to receive allocations of Net Income, Net Loss (and any items of net income, gain, net loss, or deduction that are specially allocated pursuant to Section 5.2(b)), taxable income and tax loss as provided in this Agreement;
(b) the holders of the Units will have the right to share in returns of capital and to share in cash and any other distributions to Partners and to receive the remaining assets of the Partnership on dissolution or winding up in accordance with the terms of this Agreement; and
(c) the holders of Units will have the right to receive notice of and to attend any meetings of Partners of the Partnership. Except as otherwise specified in this Agreement, no Partner will have any preference, priority or right in any circumstance over any other Partner in respect of the Units held by each. For greater certainty, the General Partner’s interest in the Partnership is a single interest defined by reference to the Common Units held by it and any other Units that it might acquire in accordance with this Agreement.
Appears in 1 contract
Sources: Arrangement Agreement and Plan of Merger (Burger King Worldwide, Inc.)