CAPITAL CONTRIBUTIONS AND ISSUANCE OF INTERESTS. Section 5.1 Prior to Closing Date..........................................................................12 Section 5.2 Contributions and other Transactions at Closing................................................12 Section 5.3
CAPITAL CONTRIBUTIONS AND ISSUANCE OF INTERESTS. Section 5.1 Contributions by the Members; Issuance of Interests.
CAPITAL CONTRIBUTIONS AND ISSUANCE OF INTERESTS. Section 5.1 Prior to Closing Date. 11 Section 5.2 Contributions at Closing. 11 Section 5.3 Additional Capital Contributions. 12 Section 5.4 Interest and Withdrawal. 12 Section 5.5 Loans from Members. 12 Section 5.6 Issuances of Additional Company Securities. 12 Section 5.7 Limited Preemptive Rights. 13 Section 5.8 Fully Paid and Non-Assessable Nature of Membership Interests. 13
CAPITAL CONTRIBUTIONS AND ISSUANCE OF INTERESTS. Section 5.1 Redemption or Exchange of the Pre-IPO Member Interests. On the Closing Date and immediately prior to the closing of the Initial Offering, CEPH’s Pre-IPO Member Interests in the Company shall be automatically and without any further action of any Person be converted into and exchanged for 226,406 Class A Units, 6,593,894 Common Units, and the Management Incentive Interests, and concurrently with such conversion and exchange CEPH shall be classified as a Member in respect of such Class A Units, Common Units and Management Incentive Interests. Up to 675,000 of the Common Units issued to CEPH shall be subject to purchase by the Company pursuant to Section 5.2(c).
CAPITAL CONTRIBUTIONS AND ISSUANCE OF INTERESTS. Section 5.1 Initial Contributions........................................ 12 Section 5.2 Contributions Pursuant to the Contribution and Conveyance Agreement.................................................... 13 Section 5.3 Additional Capital Contributions............................. 13 Section 5.4
CAPITAL CONTRIBUTIONS AND ISSUANCE OF INTERESTS. Section 5.1 Conversion of the Original Interests 24 Section 5.2 Contributions by Initial Members 24 Section 5.3 Interest and Withdrawal 25 Section 5.4 Capital Accounts 25 Section 5.5 Issuances of Additional Company Securities 27 Section 5.6 Limitations on Issuance of Additional Company Securities 28 Section 5.7 Conversion of Subordinated Units 31 Section 5.8 No Preemptive Rights 31 Section 5.9 Splits and Combinations 31 Section 5.10 Fully Paid and Non-Assessable Nature of Interests 32 ARTICLE VI ALLOCATIONS AND DISTRIBUTIONS Section 6.1 Allocations for Capital Account Purposes 32 Section 6.2 Allocations for Tax Purposes 36 Section 6.3 Requirement and Characterization of Distributions; Distributions to Record Holders 38 Section 6.4 Distributions of Available Cash from Operating Surplus 38 Section 6.5 Distributions of Available Cash from Capital Surplus 39 Section 6.6 Adjustment of Minimum Quarterly Distribution and Target Distribution Levels 39 Section 6.7 Special Provisions Relating to the Holders of Subordinated Units 39 Section 6.8 Entity Level Taxation 40 ARTICLE VII MANAGEMENT AND OPERATION OF BUSINESS Section 7.1 Board of Directors 40 Section 7.2 Certificate of Formation 44 Section 7.3 Restrictions on the Board of Directors' Authority 44 Section 7.4 Officers 44 Section 7.5 Outside Activities of Directors; Business Opportunities 46 Section 7.6 Loans or Contributions from the Company or Group Members 46 Section 7.7 Indemnification 47 Section 7.8 Exculpation of Liability of Indemnitees 49 Section 7.9 Resolution of Conflicts of Interest; Standards of Conduct and Modification of Duties 50 Section 7.10 Duties of Officers and Directors 51 Section 7.11 Purchase or Sale of Company Securities 51 Section 7.12 Reliance by Third Parties 51 ARTICLE VIII BOOKS, RECORDS, ACCOUNTING AND REPORTS Section 8.1 Records and Accounting 52 Section 8.2 Fiscal Year 52 Section 8.3 Reports 52 ARTICLE IX TAX MATTERS Section 9.1 Tax Returns and Information 52 Section 9.2 Tax Elections 52 Section 9.3 Tax Controversies 53 Section 9.4 Withholding 53 ARTICLE X DISSOLUTION AND LIQUIDATION Section 10.1 Dissolution 53 Section 10.2 Liquidator 53 Section 10.3 Liquidation 54 Section 10.4 Cancellation of Certificate of Formation 54 Section 10.5 Return of Contributions 54 Section 10.6 Waiver of Partition 55
CAPITAL CONTRIBUTIONS AND ISSUANCE OF INTERESTS. Section 5.1 Conversion of the Original Interests 28 Section 5.2 Contributions by Initial Members 28 Section 5.3 Contributions by the Existing Investors 29 Section 5.4 Interest and Withdrawal 29 Section 5.5 Capital Accounts 29 Section 5.6 Issuances of Additional Company Securities 32 Section 5.7 Limitations on Issuance of Additional Company Securities 33 Section 5.8 Conversion of Subordinated Units 36 Section 5.9 No Preemptive Rights 37 Section 5.10 Splits and Combinations 37
CAPITAL CONTRIBUTIONS AND ISSUANCE OF INTERESTS. Section 5.1 Prior to Closing Date Section 5.2 Contributions at Closing
CAPITAL CONTRIBUTIONS AND ISSUANCE OF INTERESTS. Section 5.1 Prior to Closing Date.............................................
CAPITAL CONTRIBUTIONS AND ISSUANCE OF INTERESTS. Section 5.1 Prior to Closing Date...........................17 Section 5.2 Contributions by the Manager and MLP at Closing.17 Section 5.3 Additional Capital Contributions................18 Section 5.4 Interest and Withdrawal.........................18
