Capitalization; Interests Sample Clauses
Capitalization; Interests. (a) As of the Execution Date, the outstanding capitalization of the Partnership consists of 141,995,028 Partnership Common Units and the Partnership GP Interest (which is represented by 674,587 non-voting Notional General Partner Units). All of such Partnership Common Units and the limited partner interests represented thereby have been duly authorized and validly issued in accordance with the Third Amended and Restated Agreement of Limited Partnership of the Partnership, as amended as of the Execution Date (the “Partnership LPA”), and are fully paid (to the extent required under the Partnership LPA) and nonassessable (except as such nonassessability may be affected by Sections 17-303, 17-607 and 17-804 of the DRULPA) and not subject to preemptive rights. As of the Execution Date, 9,686,163 Partnership Common Units were reserved for issuance with respect to awards under the Partnership Equity Plans, of which (i) 0 Partnership Common Units are underlying outstanding vested Time-Based Phantom Units that have not yet settled, (ii) 1,763,587 Partnership Common Units are underlying outstanding unvested Time-Based Phantom Units, (iii) 57,982 Partnership Common Units are underlying outstanding accumulated but not yet settled Distribution Equivalent Rights, and (iv) no Partnership Common Units are underlying any other restricted units, options, phantom units, unit appreciation rights, distribution equivalent rights or equity or equity-like awards. All Partnership Common Units reserved for issuance under the Partnership Equity Plans, when issued in accordance with the respective terms thereof, are or will be duly authorized, validly issued, fully paid and nonassessable (except as such nonassessability may be affected by Sections 17-303, 17-607 and 17-804 of the DRULPA) and not subject to any preemptive rights. Except as set forth above in this Section 3.2(a), as of the Execution Date, there are not any Partnership Units, partnership interests, phantom units, warrants, options, convertible securities, voting securities, distribution equivalent rights, incentive distribution rights, or equity interests of the Partnership issued and outstanding or any Rights issued or granted by, or binding upon, the Partnership. There are no outstanding obligations of any Burro Group Entity to repurchase, redeem or otherwise acquire any Partnership Units or other partnership interests, phantom units, voting securities or equity interests or any Rights of the Partnership. There are no...
Capitalization; Interests. (a) Sellers own, beneficially and of record, the Interests free and clear of all Liens (other than restrictions on transfer pursuant to applicable securities laws or the Organizational Documents of the Company) and Sellers have the right, power, authority and capacity to transfer the Interests to Buyer free and clear of all Liens (other than restrictions on transfer pursuant to applicable securities laws or restrictions in the Organizational Documents of the Company).
(b) The Company owns, beneficially and of record, the limited liability company interests of the Entities set forth on Schedule 3.3(b) free and clear of all Liens (other than restrictions on transfer pursuant to applicable securities laws or the Organizational Documents of the Entities).
(c) All of the outstanding and authorized limited partnership interests of Gas Solutions, are owned beneficially and of record by Costar LP, free and clear of all Liens (other than restrictions on transfer pursuant to applicable securities laws or restrictions in the Organizational Documents of the Entities).
(d) All of the outstanding and authorized general partnership interests of Gas Solutions, are owned beneficially and of record by Costar GP, free and clear of all Liens (other than restrictions on transfer pursuant to applicable securities laws or restrictions in the Organizational Documents of the Entities).
(e) The equity interests of the Company and each Entity have been duly authorized and are validly issued, fully-paid and non-assessable, and were issued, and to the extent purchased or transferred, have been so purchased or transferred, in compliance with all applicable Laws, including federal and state securities laws, and any preemptive rights and any other statutory or contractual rights of Sellers or any other Person. Other than the Entities, the Company does not own, directly or indirectly, any interest in any Person, and, other than Costar GP’s and Costar LP’s respective ownership of all of the partnership interests of Gas Solutions, no Entity owns, directly or indirectly, any capital stock, interest or other equity in any Person.
(f) At the Closing, subject to the terms and conditions of this Agreement, Sellers shall transfer pursuant to the Assignments and Buyer shall acquire, good and valid title to the Interests, free and clear of any Lien (other than (x) Liens created by Buyer and (y) restrictions on transfer pursuant to applicable securities laws and restrictions in the Organizational Do...
Capitalization; Interests