Common use of Capital Contributions and Issuance of Partnership Interests Clause in Contracts

Capital Contributions and Issuance of Partnership Interests. SECTION 5.1. Organizational Contributions and Issuances of Common Units. (a) In connection with the formation of the Partnership under the Delaware Limited Partnership Act, the Organizational Limited Partner made an initial Capital Contribution to the Partnership in the amount of $100.00 for a 100% Limited Partner Interest in the Partnership and has been admitted as a Limited Partner of the Partnership. On the Merger Closing Date, the Capital Contribution of the Organizational Limited Partner was returned, without interest, the Organizational Limited Partner withdrew from the Partnership, and the Organizational Limited Partner, as such, ceased to have any further rights, claims or interests as a Partner in and to the Partnership. (b) On the Merger Closing Date, in connection with the closing of the Merger, each WebFinancial Investor was issued one (1) regular Common Unit for each share of common stock of WebFinancial owned by such WebFinancial Investor. The aggregate number of regular Common Units issued to WebFinancial Investors in connection with the closing of the Merger was 2,183,366. (c) On the Exchange Closing Date, in connection with the closing of the Exchange, SP II Master Fund contributed to the Partnership its 100% limited partnership interest in SP II and in exchange, SP II Master Fund initially received 61,056,571 regular Common Units, of which 59,186,007 regular Common Units are subject to adjustments pursuant to the Exchange Agreement. (d) On the Exchange Closing Date, the General Partner made a Capital Contribution to the Partnership in the amount of $10,000.00 and was issued 497 regular Common Units in its capacity as a Limited Partner in consideration for such Capital Contribution. (e) No Limited Partner shall be obligated to make any additional Capital Contributions to the Partnership. SECTION 5.2. Contributions by the General Partner and its Affiliates. The General Partner shall not be obligated to make any additional Capital Contributions to the Partnership.

Appears in 6 contracts

Samples: Limited Partnership Agreement (Steel Partners Holdings L.P.), Limited Partnership Agreement (Steel Partners Holdings L.P.), Limited Partnership Agreement (Steel Partners Holdings L.P.)

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Capital Contributions and Issuance of Partnership Interests. SECTION 5.1. Section 5.1 Organizational Transactions; Contributions by the General Partner and Issuances of Common Unitsits Affiliates. (a) As of the Closing Date and in connection with the conversion of Antero Resources Midstream LLC into a limited partnership (i.e., the Partnership) under the Delaware Act, the General Partner received the general partner interest and Incentive Distribution Rights of the Partnership in exchange for its special interest in Antero Resources Midstream LLC. In connection with the formation of the Partnership under the Delaware Limited Partnership Act, the General Partner has been admitted as the General Partner of the Partnership. The Organizational Limited Partner made an initial Capital Contribution to the Partnership in the amount of $100.00 1,000.00 in exchange for a Limited Partner Interest equal to a 100% Limited Partner Percentage Interest in the Partnership and has been admitted as a Limited Partner of the Partnership. On As of the Merger Closing Date, and effective with the Capital Contribution admission of another Limited Partner to the Partnership, the interests of the Organizational Limited Partner was returned, without interest, will be redeemed as provided in the Contribution Agreement and the initial Capital Contributions of the Organizational Limited Partner withdrew will be refunded. One-hundred percent of any interest or other profit that may have resulted from the Partnership, investment or other use of such initial Capital Contributions will be allocated and distributed to the Organizational Limited Partner, as such, ceased to have any further rights, claims or interests as a Partner in and to the Partnership. (b) On the Merger Closing Date, in connection with the closing of the Merger, each WebFinancial Investor was issued one (1) regular Common Unit for each share of common stock of WebFinancial owned by such WebFinancial Investor. The aggregate number of regular Common Units issued to WebFinancial Investors in connection with the closing of the Merger was 2,183,366. (c) On the Exchange Closing Date, in connection with the closing of the Exchange, SP II Master Fund contributed Date and pursuant to the Partnership its 100% limited partnership interest Contribution Agreement, the Organizational Limited Partner shall contribute to the Partnership, as a Capital Contribution, the Contributed Subsidiary (as defined in SP II and the Contribution Agreement) in exchange, SP II Master Fund initially received 61,056,571 regular exchange for 75,940,957 Common Units, 38,440,957 Subordinated Units, and the right to receive all of which 59,186,007 regular Common Units are subject to adjustments pursuant to the Exchange Agreementnet proceeds from the Initial Offering. (d) On the Exchange Closing Date, the General Partner made a Capital Contribution to the Partnership in the amount of $10,000.00 and was issued 497 regular Common Units in its capacity as a Limited Partner in consideration for such Capital Contribution. (e) No Limited Partner shall be obligated to make any additional Capital Contributions to the Partnership. SECTION 5.2. Contributions by the General Partner and its Affiliates. The General Partner shall not be obligated to make any additional Capital Contributions to the Partnership.

Appears in 1 contract

Samples: Limited Partnership Agreement (Antero Midstream Partners LP)

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