Conversion of Series A Preferred Units. (1) The Partnership shall keep free from preemptive rights a sufficient number of Common Units to permit the conversion of all outstanding Series A Preferred Units into Common Units to the extent provided in, and in accordance with, this Section 5.12(b)(v). (2) All Common Units delivered upon conversion of the Series A Preferred Units in accordance with this Section 5.12(b)(v) shall be (i) newly issued, (ii) duly authorized, validly issued fully paid and non-assessable Limited Partner Interests in the Partnership, except as such non-assessability may be affected by Section 17-303, 17-607 or 17-804 of the Delaware Act, and shall be free from preemptive rights and free of any lien, claim, rights or encumbrances, other than those arising under the Delaware Act or this Agreement, as amended by this Amendment and (iii) with respect to Common Units delivered upon a conversion in accordance with Section 5.12(b)(v)(B), registered for public resale under the Securities Act of 1933, as amended, pursuant to an effective registration statement that is then-available for the resale of such Common Units. (3) The Partnership shall comply with all applicable securities laws regulating the offer and delivery of any Common Units upon conversion of Series A Preferred Units and, if the Common Units are then listed or quoted on the New York Stock Exchange or any other National Securities Exchange or other market shall list or cause to have quoted and keep listed and quoted the Common Units issuable upon conversion of the Series A Preferred Units to the extent permitted or required by the rules of such exchange or market.
Appears in 2 contracts
Samples: Limited Partnership Agreement, Limited Partnership Agreement (Kimbell Royalty Partners, LP)
Conversion of Series A Preferred Units. (1) The Partnership shall keep free from preemptive rights a sufficient number of Common Units to permit the conversion of all outstanding Series A Preferred Units into Common Units to the extent provided in, and in accordance with, this Section 5.12(b)(v).
(2) All Common Units delivered upon conversion of the Series A Preferred Units in accordance with this Section 5.12(b)(v) shall be (i1) newly issued, (ii2) duly authorized, validly issued issued, fully paid and non-assessable Limited Partner Interests in the Partnership, except as such non-assessability may be affected by Section 17-303, 17-607 or 17-804 of the Delaware Act, and shall be free from preemptive rights and free of any lien, claim, rights or encumbrances, other than those arising under the Delaware Act or this Agreement, as amended by this Amendment and (iii3) with respect to Common Units delivered upon a conversion in accordance with Section 5.12(b)(v)(B), registered for public resale under the Securities Act of 1933, as amended, pursuant to an effective registration statement that is then-available for the resale of such Common Units.
(3) The Partnership shall comply with all applicable securities laws regulating the offer and delivery of any Common Units upon conversion of Series A Preferred Units and, if the Common Units are then listed or quoted on the New York Stock Exchange or any other National Securities Exchange or other market shall list or cause to have quoted and keep listed and quoted the Common Units issuable upon conversion of the Series A Preferred Units to the extent permitted or required by the rules of such exchange or market.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Kimbell Royalty Partners, LP), Recapitalization Agreement (Kimbell Royalty Partners, LP)
Conversion of Series A Preferred Units. (1) The Partnership shall keep free from preemptive rights a sufficient number of Common Units to permit the conversion of all outstanding Series A Preferred Units into Common Units to the extent provided in, and in accordance with, this Section 5.12(b)(vSection 5.11(b)(v).
(2) All Common Units delivered upon conversion of the Series A Preferred Units in accordance with this Section 5.12(b)(vSection 5.11(b)(v) shall be (i1) newly issued, (ii2) duly authorized, validly issued issued, fully paid and non-assessable Limited Partner Interests in the Partnership, except as such non-assessability may be affected by Section 17-303, 17-607 or 17-804 of the Delaware Act, and shall be free from preemptive rights and free of any lien, claim, rights or encumbrances, other than those arising under the Delaware Act or this Agreement, as amended by this Amendment and (iii3) with respect to Common Units delivered upon a conversion in accordance with Section 5.12(b)(v)(BSection 5.11(b)(v)(B), registered for public resale under the Securities Act of 1933, as amended, pursuant to an effective registration statement that is then-available for the resale of such Common Units.
(3) The Partnership shall comply with all applicable securities laws regulating the offer and delivery of any Common Units upon conversion of Series A Preferred Units and, if the Common Units are then listed or quoted on the New York Stock Exchange or any other National Securities Exchange or other market shall list or cause to have quoted and keep listed and quoted the Common Units issuable upon conversion of the Series A Preferred Units to the extent permitted or required by the rules of such exchange or market.
Appears in 1 contract
Samples: Limited Partnership Agreement (Kimbell Royalty Partners, LP)
Conversion of Series A Preferred Units. (1i) The Partnership shall keep free from preemptive rights a sufficient number of Common Units to permit the conversion of all outstanding Series A Preferred Units into Common Units to the extent provided in, and in accordance with, this Section 5.12(b)(v)Paragraph 8.
(2ii) All Common Units delivered upon conversion of the Series A Preferred Units in accordance with this Section 5.12(b)(v) Paragraph 8 shall be (i1) newly issued, (ii2) duly authorized, validly issued fully paid and non-assessable Limited Partner Interests in the Partnership, except as such non-assessability may be affected by Section 17-303, 17-607 or 17-804 of the Delaware Act, and shall be free from preemptive rights and free of any lien, claim, rights or encumbrances, other than those arising under the Delaware Act or this the Partnership Agreement, as amended by this Amendment and (iii3) with respect to Common Units delivered upon a conversion in accordance with Section 5.12(b)(v)(BParagraph 8(b), registered for public resale under the Securities Act of 1933, as amended, pursuant to an effective registration statement that is then-available for the resale of such Common Units.
(3iii) The Partnership shall comply with all applicable securities laws regulating the offer and delivery of any Common Units upon conversion of Series A Preferred Units and, if the Common Units are then listed or quoted on the New York Stock Exchange or any other National Securities Exchange or other market shall list or cause to have quoted and keep listed and quoted the Common Units issuable upon conversion of the Series A Preferred Units to the extent permitted or required by the rules of such exchange or market.
Appears in 1 contract
Samples: Series a Preferred Unit Purchase Agreement (Kimbell Royalty Partners, LP)