Common use of Contributions by Limited Partners Clause in Contracts

Contributions by Limited Partners. (a) On the Closing Date and pursuant to the IPO Underwriting Agreement, each IPO Underwriter contributed cash to the Partnership in exchange for the issuance by the Partnership of Common Units to each IPO Underwriter, all as set forth in the IPO Underwriting Agreement. (b) Upon the exercise, if any, of the Over-Allotment Option, (i) each IPO Underwriter shall contribute cash to the Partnership on the Option Closing Date in exchange for the issuance by the Partnership of Common Units to each IPO Underwriter, all as set forth in the IPO Underwriting Agreement and (ii) the Partnership shall, subject to the Delaware Act, redeem an equivalent number of Common Units from the Existing Investors, all as set forth in the IPO Underwriting Agreement. (c) No Limited Partner Interests will be issued or issuable as of or at the Closing Date other than (i) the Common Units and Subordinated Units issued to each Existing Limited Partner in exchange for such Partnership Interests held by such Existing Limited Partner, as contemplated by Section 5.6 and Section 5.7 of the Second Amended and Restated Partnership Agreement and described in the IPO Prospectus, and (ii) the Common Units issued to the IPO Underwriters as described in subparagraphs (a) and (b) of this Section 5.2. (d) No Limited Partner will be required to make any additional Capital Contribution to the Partnership pursuant to this Agreement.

Appears in 2 contracts

Samples: Limited Partnership Agreement, Limited Partnership Agreement (JP Energy Partners LP)

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Contributions by Limited Partners. (a) On the Closing Date, pursuant to and as described in the Contribution Agreement, OCI USA contributed to the Partnership, as a Capital Contribution, all of its limited liability company interests in the Operating Company in exchange for 60,375,000 Common Units and the right to receive the Deferred Issuance, if any. (b) On the Closing Date and pursuant to the IPO Underwriting Agreement, each IPO Underwriter contributed cash to the Partnership in exchange for the issuance by the Partnership of Common Units to each IPO Underwriter, all as set forth in the IPO Underwriting Agreement. (bc) Upon the each exercise, if any, of the Over-Allotment OptionOption to Purchase Additional Common Units, (i) each IPO Underwriter shall contribute cash to the Partnership on the applicable Option Closing Date in exchange for the issuance by the Partnership of Common Units to each IPO Underwriter, all as set forth in the IPO Underwriting Agreement and (ii) the Partnership shall, Agreement. Any Common Units subject to the Delaware Act, redeem an equivalent number of Option to Purchase Additional Common Units from that are not purchased by the Existing InvestorsIPO Underwriters pursuant to the Option to Purchase Additional Common Units, if any (the “Deferred Issuance”), will be issued to OCI USA at the expiration of the Option to Purchase Additional Common Units period for no additional consideration, all as set forth in the IPO Underwriting Agreement. (cd) No Limited Partner Interests will Except for the Capital Contributions made or to be issued or issuable as made pursuant to Section 5.2(a) through Section 5.2(c) and for Capital Contributions required to be made in connection with future issuances of or at the Closing Date other than (i) the Common Units and Subordinated Units issued to each Existing Limited Partner in exchange for such Partnership Interests held by such Existing Limited Partnerin accordance with Section 5.5, as contemplated by Section 5.6 and Section 5.7 of the Second Amended and Restated Partnership Agreement and described in the IPO Prospectus, and (ii) the Common Units issued to the IPO Underwriters as described in subparagraphs (a) and (b) of this Section 5.2. (d) No no Limited Partner will be required to make any additional Capital Contribution to the Partnership pursuant to this Agreement.

Appears in 1 contract

Samples: Limited Partnership Agreement (OCI Partners LP)

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Contributions by Limited Partners. (a) On the Closing Date, pursuant to and as described in the Contribution Agreement, the Organizational Limited Partner is contributing to the Partnership, as a Capital Contribution, the USDG Contribution Interest (as defined in the Contribution Agreement) in exchange for the issuance by the Partnership of Common Units and Subordinated Units and additional consideration, all as set forth in the Contribution Agreement. (b) On the Closing Date and pursuant to the IPO Underwriting Agreement, each IPO Underwriter contributed is contributing cash to the Partnership in exchange for the issuance by the Partnership of Common Units to each IPO Underwriter, all as set forth in the IPO Underwriting Agreement. (bc) Upon the exercise, if any, of the Over-Allotment Option, (i) each IPO Underwriter shall contribute cash to the Partnership on the Option Closing Date in exchange for the issuance by the Partnership of Common Units to each IPO Underwriter, all as set forth in the IPO Underwriting Agreement and (ii) Agreement. Upon receipt of the Capital Contribution from the Underwriters as provided in Section 5.3(a), the Partnership shall, subject shall use such cash to redeem from the Delaware Act, redeem an equivalent Organizational Limited Partner that number of Common Units from held by the Existing InvestorsOrganizational Limited Partner, all equal to the number of Common Units issued to the Underwriters as set forth provided in Section 5.3(a). The Organizational Limited Partner hereby continues as a limited partner of the IPO Underwriting AgreementPartnership with respect to the portion of its interest not redeemed. (cd) No Limited Partner Interests will be issued or issuable as of or at the Closing Date other than (i) the Common Units and Subordinated Units issued to each Existing the Organizational Limited Partner in exchange for such Partnership Interests held by such Existing Limited Partnerpursuant to Section 5.3(a), as contemplated by Section 5.6 and Section 5.7 of the Second Amended and Restated Partnership Agreement and described in the IPO Prospectus, and (ii) the Common Units issued to the IPO Underwriters as described in subparagraphs Section 5.3(b), (aiii) the Class A Units issued to employees and other service providers of the Partnership or its affiliates, and (biv) of this Section 5.2the Incentive Distribution Rights issued to the General Partner. (de) No Limited Partner will be required to make any additional Capital Contribution to the Partnership pursuant to this Agreement.

Appears in 1 contract

Samples: Limited Partnership Agreement (USD Partners LP)

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