Exchange Units Sample Clauses

Exchange Units. Enterprise GP may exercise this right by notice to the Holder on or before the delivery by Enterprise GP to the Holder, pursuant to
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Exchange Units. Exchange units purchased by Cobalt will be replaced with units returned to serviceable condition by Cobalt or its subcontractor without regard to the condition of the unit supplied by Vendor (e.g. new or overhauled). Cobalt will administer the repair actions unless the exchange is purchased at a flat rate that includes repair charges. Vendor has adjusted its price as necessary to compensate for return of stock in serviceable condition. Exchange units will be returned in the configuration (dash number) ordered by Cobalt, not in the configuration supplied by the Vendor. Vendor has adjusted its price as necessary to compensate for return of stock in the lower configuration.
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Exchange Units. The Exchange Units, when issued to the Stockholders at the Exchange Time and consummation of the Exchange, will be duly authorized, validly issued and outstanding, and issued free and clear of any liens created by Parent or Holdings (other than those arising under the Holdings LLCA or this Agreement) or arising under applicable securities laws.
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Exchange Units. 6 ARTICLE IV
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Exchange Units. The aggregate consideration to be transferred to Contributors in exchange for the Units shall be transferred to Contributors via the issuance to Contributors of units of non-managing member interest in the Company (the "EXCHANGE UNITS") in proportion to Contributors' relative entitlement to distributions under the LLC's operating agreement in effect
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Exchange Units. Exchange units purchased by Aero will be replaced with units returned to serviceable condition by Aero or its subcontractor without regard to the condition of the unit supplied by Vendor (e.g. new or overhauled). Aero will administer the repair actions unless the exchange is purchased at a flat rate that includes repair charges. Vendor is assumed to have adjusted its price as necessary to compensate for return of stock in serviceable condition. Exchange units will be returned in the configuration (dash number) ordered by Aero, not in the configuration supplied by the Vendor. Vendor is assumed to have adjusted its price as necessary to compensate for return of stock in the lower configuration.
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Exchange Units. The Participating Member has not sold, assigned, transferred, conveyed, pledged or otherwise disposed of or encumbered any of the Exchange Units, other than any encumbrance set forth in the LLC Agreement. The Participating Member has exclusive good, valid and indefeasible title to the Exchange Units, free and clear of any and all Liens other than as set forth in the LLC Agreement. Following the assignment and transfer of the Exchange Units to the Company as contemplated by this Agreement (and immediately prior to the cancellation of the Exchange Units), the Exchange Units shall have been transferred exclusively to the Company, free and clear of all Liens other than as set forth in the LLC Agreement. The Participating Member acknowledges and agrees that (i) if not exchanged by the Company in connection with the transactions contemplated by the Offer to Exchange, in the future, Units may be sold for a price far in excess of the value of the REP Shares received in exchange therefor as of the Effective Date, and (ii) the future values of the Units and the REP Shares are unknown and, no matter the degree of any increase or decrease in the value of either security, the Participating Member wishes to effect the transactions contemplated by this Agreement.
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Exchange Units 
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Related to Exchange Units

  • Class B Units Class B Unitholders shall not be entitled to vote in any matters relating to the Company, unless otherwise reserved to the Members by the Act. In addition to the other rights and obligations of Class B Unitholders hereunder, Class B Units shall entitle the holder of such Class B Units to (i) Tax Distributions pursuant to Section 4.01(b), and (ii) a preferred return equal to the Class B Preferred Return Amount. The Class B Preferred Return Amount shall not be required to be paid annually but shall accrue and become payable at the earlier of (x) the fifth (5th) anniversary of the Effective Time, or (y) a liquidation of, or a taxable sale of substantially all of the assets of, the Company. Upon the occurrence of an event referenced in clause (y) above, each Class B Unitholder shall also be paid such Class B Unitholder’s Class B Preferred Return Base Amount, in addition to all of the outstanding, accrued and unpaid Class B Preferred Return Amount. On the seventh (7th) anniversary of the Effective Time, each Class B Unitholder may, at its option and in accordance with the notice and other procedural provisions set forth in Section 11.01(a) (the “7 Year Put Option”), sell all (but not less than all) of its Class B Units to the Company for an amount equal to such Class B Unitholder’s Class B Preferred Return Base Amount plus any outstanding and accrued Class B Preferred Return Amount of such Class B Unitholder (the “Class B Option Consideration”) and, upon the exercise of the 7 Year Put Option by any Class B Unitholder, the Company shall purchase all of such holder’s Class B Units for the Class B Option Consideration. Notwithstanding anything herein to the contrary, no Class B Preferred Return Amount shall be due and payable with respect to such Class B Units pursuant this Section 3.02(b) at such time or times specified in this Section 3.02(b) unless such Class B Units remain issued and outstanding at such time or times and no Redemption or Direct Exchange of such Class B Units described in Article XI hereof has occurred.

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