Capitalization and Valid Issuance of Purchased Units. (a) As of the Commitment Date, the issued and outstanding limited partner interests of MarkWest consist of 3,997,502 Common Units and 3,000,000 Subordinated Units. The only issued and outstanding general partner interests of MarkWest are the interests of the General Partner described in the Partnership Agreement. All outstanding Common Units and Subordinated Units and the limited partner interests represented thereby have been duly authorized and validly issued in accordance with the Partnership Agreement and are fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described under the caption “The Partnership Agreement—Limited Liability” in MarkWest’s registration statement on Form S-1 (No. 333-81780) which is incorporated by reference into the Partnership’s Registration Statement on Form 8-A (File No. 001-31239) (the “Form 8-A”)).
(b) Other than MarkWest’s Long-Term Investment Plan and MarkWest’s other equity compensation plans, as described in MarkWest’s Annual Report on Form 10-K, as amended, prior to the Commitment Date, for the period ended December 31, 2003, MarkWest has no equity compensation plans that contemplate the issuance of Common Units (or securities convertible into or exchangeable for Common Units). No indebtedness having the right to vote (or convertible into or exchangeable for securities having the right to vote) on any matters on which MarkWest unitholders may vote are issued or outstanding. Except as set forth in the first sentence of this Section 3.02(b) or as are contained in the Partnership Agreement, there are no outstanding or authorized (i) options, warrants, preemptive rights, subscriptions, calls, or other rights, convertible securities, agreements, claims or commitments of any character obligating MarkWest or any of its Subsidiaries to issue, transfer or sell any partnership interests or other equity interest in, MarkWest or any of its Subsidiaries or securities convertible into or exchangeable for such partnership interests or equity interests, (ii) obligations of MarkWest or any of its Subsidiaries to repurchase, redeem or otherwise acquire any partnership interests or equity interests of MarkWest or any of its Subsidiaries or any such securities or agreements listed in clause (i) of this sentence or (iii) voting trusts or similar agreements to which MarkWest or any of its Subsidiaries is a party with respect to the voting of the eq...
Capitalization and Valid Issuance of Purchased Units. (a) As of the date of this Agreement, the issued and outstanding limited partner interests of Inergy consist of 17,626,506 Common Units, 5,478,568 Senior Subordinated Units and 1,145,084 Junior Subordinated Units and the Incentive Distribution Rights, as defined in the Partnership Agreement. The only issued and outstanding general partner interests of Inergy are the interests of the General Partners described in the Partnership Agreement. All outstanding Common Units, Senior Subordinated Units, Junior Subordinated Units and Incentive Distribution Rights and the limited partner interests represented thereby have been duly authorized and validly issued in accordance with the Partnership Agreement and are fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Section 17-607 of the Delaware Revised Uniform Limited Partnership Act (the “Delaware LP Act”).
(b) Other than Inergy’s Long-Term Incentive Plan, as amended, and Inergy’s Employee Unit Purchase Plan, as amended and restated, Inergy has no equity compensation plans that contemplate the issuance of Common Units (or securities convertible into or exchangeable for Common Units). No indebtedness having the right to vote (or convertible into or exchangeable for securities having the right to vote) on any matters on which Inergy unitholders may vote are issued or outstanding. Except as set forth in the first sentence of this Section 3.02(b) or as are contained in the Partnership Agreement, there are no outstanding or authorized (i) options, warrants, preemptive rights, subscriptions, calls, or other rights, convertible or exchangeable securities, agreements, claims or commitments of any character obligating Inergy or any of its Subsidiaries to issue, transfer or sell any partnership interests or other equity interest in, Inergy or any of its Subsidiaries or securities convertible into or exchangeable for such partnership interests, (ii) obligations of Inergy or any of its Subsidiaries to repurchase, redeem or otherwise acquire any partnership interests or equity interests of Inergy or any of its Subsidiaries or any such securities or agreements listed in clause (i) of this sentence or (iii) voting trusts or similar agreements to which Inergy or any of its Subsidiaries is a party with respect to the voting of the equity interests of Inergy or any of its Subsidiaries, other than the Unitholder Agreement of Unit...
Capitalization and Valid Issuance of Purchased Units. (a) As of the date of this Agreement, and prior to the issuance and sale of the Purchased Units, the issued and outstanding limited partnership interests of Atlas consist of 54,045,827 Common Units and Incentive Distribution Rights (as defined in the Limited Partnership Agreement). All of the outstanding Common Units and Incentive Distribution Rights have been duly authorized and validly issued in accordance with applicable Law and the Limited Partnership Agreement and are fully paid (to the extent required under the Limited Partnership Agreement) and non-assessable (except as such non-assessability may be affected by Section 17-607 of the Delaware LP Act).
(b) Other than Atlas’s existing Long-Term Incentive Plans, and other existing management compensation arrangements, Atlas has no equity compensation plans that contemplate the issuance of Common Units (or securities convertible into or exchangeable for Common Units). Atlas has no outstanding indebtedness having the right to vote (or convertible into or exchangeable for securities having the right to vote) on any matters on which the holders of Common Units may vote. Except as set forth in the first sentence of this Section 3.02(b), as contemplated by this Agreement or as are contained in the Limited Partnership Agreement, there are no outstanding or authorized (i) options, warrants, preemptive rights, subscriptions, calls or other rights, convertible securities, agreements, claims or commitments of any character obligating Atlas or any of its Subsidiaries to issue, transfer or sell any partnership interests or other equity interests in Atlas or any of its Subsidiaries or securities convertible into or exchangeable for such partnership interests or other equity interests, (ii) obligations of Atlas or any of its Subsidiaries to repurchase, redeem or otherwise acquire any limited partnership interests or other equity interests in Atlas or any of its Subsidiaries or any such securities or agreements listed in clause (i) of this sentence or (iii) voting trusts or similar agreements to which Atlas or any of its Subsidiaries is a party with respect to the voting of the equity interests of Atlas or any of its Subsidiaries.
(c) All of the issued and outstanding equity interests of each of Atlas’s Subsidiaries (other than Atlas Pipeline Mid-Continent WestTex, LLC, Atlas Pipeline Mid-Continent WestOk, LLC, and their respective Subsidiaries) are owned, directly or indirectly, by Atlas free and clear of any Liens (e...
Capitalization and Valid Issuance of Purchased Units. (a) As of the date of this Agreement, the issued and outstanding membership interests of the Company consist of 10,592,540 Preferred Units and 17,198,703 Common Units; Schedule 4.2(a) sets forth the number of Preferred Units and the number and classification of Common Units held by each Member as of such date. All outstanding Preferred Units and Common Units as of the date of this Agreement and immediately prior to the Closing, and the membership interests represented thereby, have been duly authorized and validly issued in accordance with the Initial LLC Agreement, fully paid (to the extent required under the Initial LLC Agreement) and nonassessable (except as such nonassessability may be affected by Sections 18-303, 18-607 and 18-804 of the Delaware LLC Act).
(b) As of the Initial Closing (after giving effect to the transactions contemplated by this Agreement and the Second A&R LLC Agreement, but without taking into account any of the issuances of units contemplated by clause (b) of Section 6.4), the issued and outstanding membership interests of the Company will consist of 26,897,141 Class A Common Units and 894,102 Class B Common Units; Schedule 4.2(b) sets forth the pro forma number of Class A Common Units and the number of Class B Common Units that will be held by each Member immediately after the Initial Closing. All outstanding Common Units, and the membership interests represented thereby, will have been duly authorized, fully paid (to the extent required under the Second A&R LLC Agreement) and nonassessable (except as such nonassessability may be affected by Sections 18-303, 18-607 and 18-804 of the Delaware LLC Act).
(c) As of the Second Closing (after giving effect to the transactions contemplated by this Agreement and the Second A&R LLC Agreement, but without taking into account any of the issuances of units contemplated by clause (b) of Section 6.4 and without regard to any Units or other equity acquired by MSI under Section 5.2(d) of the Second A&R LLC Agreement or any other Units that do not impair or otherwise affect MSI’s (or its Affiliates’) rights or requirements under the Second A&R LLC Agreement with respect to governance or board representation), the issued and outstanding membership interests of the Company will consist of 26,897,141 Class A Common Units and 894,102 Class B Common Units. All outstanding Common Units, and the membership interests represented thereby, will have been duly authorized, fully paid (to the extent required ...
Capitalization and Valid Issuance of Purchased Units. Immediately after the Closing, the only issued and outstanding limited liability company interests of the Company will consist of 5,540,000 Common Units and 365,000 Class B Units. All outstanding Common Units and Class B Units have been duly authorized and, when paid for, issued and delivered pursuant to the Purchase Agreement, will be validly issued in accordance with the Company LLC Agreement and are fully paid (to the extent required under the Company LLC Agreement) and nonassessable (except as such nonassessability may be affected by Section 18-607 of the Delaware LLC Act and otherwise by matters described in the Company LLC Agreement).
Capitalization and Valid Issuance of Purchased Units. (a) The Purchased Units shall have those rights, preferences, privileges and restrictions governing the Common Units as reflected in the Partnership Agreement.
(b) As of the date of this Agreement, prior to the issuance and sale of the Purchased Units, the issued and outstanding limited partner interests of PBFX consist of 42,074,784 Common Units and the Incentive Distribution Rights, as defined in the Partnership Agreement. The only issued and outstanding general partner interests of PBFX are the interests of the General Partner described in the Partnership Agreement. All outstanding Common Units and the limited partner interests represented thereby have been duly authorized and are validly issued in accordance with the Partnership Agreement and are fully paid (to the extent required under the Partnership Agreement) and non-assessable (except as described in the Partnership Agreement and except as such non-assessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware LP Act).
(c) All the outstanding equity interests of each Subsidiary have been duly and validly authorized and issued in accordance with such Subsidiary’s governing documents and are fully paid (in the case of any Subsidiary that is a limited liability company, to the extent required by such Subsidiary’s limited liability company agreement, and in the case of any Subsidiary that is a limited partnership, to the extent required by such Subsidiary’s agreement of limited partnership) and non-assessable (in the case of any Subsidiary that is a limited liability company, except as such non-assessability may be affected by Sections 18-607 and 18-804 of the Delaware LLC Act, and in the case of any Subsidiary that is a limited partnership, except as such non-assessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware LP Act and matters included in such Subsidiary’s agreement of limited partnership), and all outstanding equity interests of the Subsidiaries are owned by PBFX either directly or through wholly owned subsidiaries free and clear of any Liens, except for any such Liens on the outstanding equity interests of the Subsidiaries that are described in the Prospectus.
(d) The Common Units being purchased by such Purchaser hereunder and the limited partner interests represented thereby, have been duly and validly authorized by PBFX pursuant to the Partnership Agreement prior to the Closing and, when issued and delivered to such Purchaser against payment...
Capitalization and Valid Issuance of Purchased Units. Following the purchase and sale of the Initial Preferred Units pursuant to this Agreement, the issued and outstanding membership interests of the Company on the date of this Agreement will consist of 3,000,000 Preferred Units and 15,069,500 Class A Common Units. All outstanding Preferred Units and Class A Common Units, and the membership interests represented thereby, have been duly authorized and, with respect to the Preferred Units, when paid for, issued and delivered pursuant to this Agreement, such Preferred Units will be validly issued in accordance with the Amended and Restated LLC Agreement, fully paid (to the extent required under the Amended and Restated LLC Agreement) and nonassessable (except as such nonassessability may be affected by Sections 18-303, 18-607 and 18-804 of the Delaware LLC Act).
Capitalization and Valid Issuance of Purchased Units. (a) On the Closing Date, the Purchased Units shall have those rights, preferences, privileges and restrictions governing the Purchased Units as set forth in the Fifth Amended and Restated Agreement of Limited Partnership.
(b) The General Partner is the sole general partner of the Partnership, with a 2.0% general partner interest in the Partnership (not including any Series A Preferred Units, Series B Preferred Units, Series C Preferred Units, Series D Preferred Units or Warrants); such general partner interest is the only general partner interest of the Partnership that is issued and outstanding; and such general partner interest has been duly authorized and validly issued and is owned by the General Partner free and clear of any Liens (except restrictions on transferability contained in the Fifth Amended and Restated Agreement of Limited Partnership).
(c) As of the date of this Agreement, prior to and excluding the issuance and sale of the Purchased Units as contemplated hereby, the issued and outstanding limited partner interests of the Partnership consist of (i) 107,128,349 Common Units, (ii) 6,000,000 of the Partnership’s 7.25% Series A Cumulative Redeemable Preferred Units (“Series A Preferred Units”), (iii) 5,000,000 of the Partnership’s 8.50% Series B Cumulative Redeemable Preferred Units (“Series B Preferred Units”), (iv) 10,438,413 of the Partnership’s 8.60% Series C Cumulative Convertible Perpetual Preferred Units (“Series C Preferred Units”) and the (v) Incentive Distribution Rights (as defined in the Partnership Agreement and the Fifth Amended and Restated Partnership Agreement). All outstanding Common Units, Series A Preferred Units, Series B Preferred Units, Series C Preferred Units and Incentive Distribution Rights and, as applicable, the limited partner interests represented thereby have been duly authorized and validly issued in accordance with the Partnership Agreement and are fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 30, 41, 51 and 60 of the Xxxxxxxx Islands LP Act and the Partnership Agreement). Prior to the Closing, the Partnership intends to adopt the Fifth Amended and Restated Partnership Agreement which will, among other things, set forth the rights, preferences, privileges and restrictions governing the Series D Preferred Units and the Partnership’s Series C-1 Preferred Units to be issued as part of the Partnership’s recapitaliz...
Capitalization and Valid Issuance of Purchased Units. Section 3.03 K-Sea SEC Documents Section 3.04 No Material Adverse Change Section 3.05 Litigation Section 3.06 No Conflicts Section 3.07 Authority Section 3.08 Approvals Section 3.09 MLP Status Section 3.10 Offering Section 3.11 Investment Company Status Section 3.12 Certain Fees Section 3.13 No Side Agreements Section 3.14 Material Agreements
Capitalization and Valid Issuance of Purchased Units. (a) The General Partner is the sole general partner of Enbridge. The equity capitalization of Enbridge as of December 31, 2004 consists of (i) 48,208,884 Common Units, consisting of 44,296,134 Class A Common Units and 3,912,750 Class B common units, all of which Class B common units are owned of record and beneficially owned by the General Partner, (ii) a 2% general partner interest, which is owned of record and beneficially owned by the General Partner, and (c) 10,902,408 i-units, all of which are owned of record and beneficially owned by Enbridge Management. The i-units that are owned by the Enbridge Management, the 2% general partner interest that is owned by the General Partner and the shares representing a voting limited liability company interest in Enbridge Management that are owned by the General Partner are each owned free and clear of any Lien (A) in respect of which a financing statement under the Uniform Commercial Code of the State of Delaware naming Enbridge Management or the General Partner as a debtor is on file in the Office of the Secretary of State of the State of Delaware or (B) in each case other than (x) those created by or arising under the Delaware Act, the Delaware LLC Act or the Delaware General Corporation Law (“DGCL”), (y) Liens as are not, individually or in the aggregate, material to such interest ownership or (z) as described in the Final Prospectus. The capitalization of Enbridge Management consists of 10,902,408 shares representing limited liability company interests with limited voting rights and 1.21 shares representing a voting limited liability company interest, which voting limited liability company interest is owned of record and beneficially owned by the General Partner. The securities described in the second and fourth sentences of this paragraph are the only equity securities of Enbridge and Enbridge Management that are issued and outstanding. The Class A Common Units, Class B common units and i-units of Enbridge and the voting shares of Enbridge Management have been duly and validly authorized and issued and are fully paid and nonassessable. The general partner interest in Enbridge has been duly and validly authorized and issued and fully paid.
(b) The Purchased Units for all the Purchasers and the limited partner interests represented thereby are authorized by the Partnership Agreement and, when issued, delivered and paid for in accordance with Section 2.02 hereof, will be validly issued, fully paid and nonassess...
