Issuance of Partnership Interests. Section 5.1
Issuance of Partnership Interests. The Class A-2 Units that are being issued to SESI and SEI pursuant to this Agreement, when issued and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under the A&R LP Agreement and applicable state and federal securities Laws. Assuming the accuracy of the representation and warranties of SESI and SEI in Articles VII and VIII, respectively, the Class A-2 Units will be issued in compliance with all applicable federal and state securities Laws.
Issuance of Partnership Interests. Upon the issuance of any additional Limited Partner Interests by the Partnership, the General Partner may make, but is not obligated to make, additional Capital Contributions equal to its percentage interest (the quotient determined by dividing such General Partner’s Percentage Interest by the sum of 100 less such General Partner’s Percentage Interest) of any amount contributed to the Partnership by the Limited Partners in exchange for such additional Limited Partner Interests. Notwithstanding the preceding sentence and except as set forth in Article XII, the General Partner shall not be obligated to make any additional Capital Contributions to the Partnership.
Issuance of Partnership Interests. 6.1 Upon any Subscriber making a Subscription Payment to BPY, BPY shall issue to such Subscriber a number of BPY Units, equal to the cash amount of the Subscription Payment funded by such Subscriber divided by the per-BPY Unit price to be paid by BPY for the applicable BPY Units to be purchased by BPY pursuant to the applicable issuer bid offer made by BPY in respect thereof.
6.2 Upon any Subscriber making a Subscription Payment to Property Partnership, Property Partnership shall issue to such Subscriber a number of Redemption-Exchange Units equal to the per-BPY Unit price to be paid by BPY for the applicable BPY Units to be purchased by BPY pursuant to the applicable issuer bid offer made by BPY in respect thereof.
Issuance of Partnership Interests. (i) The authorization or issuance of any Partnership Interests in, or the admission of any Partners to, the Company, other than to members of the Xxxx Atlantic Group, members of the Vodafone Group, or their respective permitted transferees in accordance with the provisions of the Alliance Agreement, the Investment Agreement or this Partnership Agreement; or (ii) any merger, consolidation or similar business transaction unless (A) it would be an acquisition by the Company not subject to (d) above or which is approved in accordance with the requirements of (d) above, and (B) does not include any Partnership Interests among the consideration to be paid.
Issuance of Partnership Interests. Subject to obtaining the approval required under Section 5.1(b)(6) and Section 5.1(c)(3) and in accordance with the terms thereof, the Managing Partner may issue additional Partnership Interests to any Person and may admit to the Partnership as additional Partners the Persons acquiring such Partnership Interests, if such Persons were not previously admitted as Partners. The Persons acquiring such Partnership Interests shall have the rights and be subject to the obligations attributable to such Partnership Interests in the form issued to them. A Person admitted as a new Partner shall only be entitled to distributions and allocations of Net Profit and Net Loss attributable to the period beginning on the effective date of its admission to the Partnership, and the Partnership shall attribute Net Profit and Net Loss to the period before the effective date of the admission of a new Partner and to the period beginning on the effective date of the admission of a new Partner by any method agreed to between the Partners that is permitted by the Treasury Regulations; provided, however, that (a) upon the issuance of a Partnership Interest to a Person other than a Partner or an Affiliate of a Partner, if the Partners are unable to agree on the method of attributing Net Profit and Net Loss to such periods, the Partnership shall attribute Net Profit and Net Loss to such periods by the interim closing of the Partnership books method set forth in Treasury Regulation Section 1.706-1(c)(2)(ii), and (b) upon the issuance of a Partnership Interest to a Partner or an Affiliate of a Partner, if the Partners are unable to agree on the method of attributing Net Profit and Net Loss to such periods, the Partnership shall attribute Net Profit and Net Loss to such periods pursuant to any method agreed to between the Partnership and the new Partner so long as such method (1) does not change the allocation of Net Profit and Net Loss or any item thereof to any Partner other than the new Partner and its Affiliates and (2) does not require an interim closing of the Partnership books.
Issuance of Partnership Interests. The issuance of Partnership Interests to existing or new Partners is subject to a resolution of the general meeting of the Partners adopted in the manner required for the amendment of these Articles.
Issuance of Partnership Interests. On receipt of Capital Contributions pursuant to each Capital Call, the General Partner shall cause the Partnership to issue to each Limited Partner making such Capital Contribution that number of Class A Interests, Class B Interests and Class C Interests as determined pursuant to Section 3.1 by dividing such Limited Partner’s Capital Contribution by the Partnership Interest Price as of the date of receipt of such Capital Contribution.
Issuance of Partnership Interests. Upon the exercise of any GTL Warrant by a holder thereof, GTL will purchase from Globalstar, and Globalstar will sell to GTL, a number of Ordinary Partnership Interests equal to the number of shares of GTL Common Stock issuable upon the exercise of the GTL Warrants, for a purchase price equal to the Exercise Price as each may be adjusted from time to time in accordance with the provisions of the GTL Warrant certificate.
Issuance of Partnership Interests. The Belo Entities will not permit CPMCO or TVFN to issue, transfer or sell, or authorize or propose or agree to the issuance, transfer or sale of, any partnership interests in CPMCO or TVFN, or, any other equity interests or any securities convertible into, or any rights, warrants, calls, subscriptions, options or other rights or agreements, commitments or understandings to acquire, any such partnership interests, equity interests or convertible securities, except for issuances of partnership interests to Belo Holdings or its Subsidiaries pursuant to the terms of the Partnership Agreements (which interests, if any, shall be included in the TVFN Interests sold hereunder).
