Common use of Issuance of the Class A Units Clause in Contracts

Issuance of the Class A Units. Upon issuance of the Class A Units to the Rollover Investor at the Exchange Closing, such Class A Units will be duly authorized, validly issued, fully paid and non-assessable, will be issued (assuming that the representations and warranties of the Rollover Investor set forth in Section 4.4 are true and correct) in compliance with applicable securities laws or exemptions therefrom, and will be free and clear of any mortgage, pledge, security interest, claim, encumbrance, lien or charge of any kind, excluding restrictions under applicable securities laws (each, a “Lien”) except as may otherwise be set forth in the Partnership Agreement or the employment agreement, if any, between the Rollover Investor and a Subsidiary of the Partnership as in effect from and after the consummation of the Merger or otherwise created by or permitted by the Rollover Investor.

Appears in 8 contracts

Samples: Contribution Agreement (Edelman Financial Group Inc.), Contribution Agreement (Edelman Financial Group Inc.), Contribution Agreement (Edelman Financial Group Inc.)

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Issuance of the Class A Units. Upon issuance of the Class A Units to the Rollover Investor Investors at the Exchange Closing, such Class A Units will be duly authorized, validly issued, fully paid and non-assessable, will be issued (assuming that the representations and warranties of the Rollover Investor Investors set forth in Section 4.4 are true and correctcorrect with respect to each Rollover Investor) in compliance with applicable securities laws or exemptions therefrom, and will be free and clear of any mortgage, pledge, security interest, claim, encumbrance, lien or charge of any kind, excluding restrictions under applicable securities laws (each, a “Lien”) except as may otherwise be set forth in the Partnership Agreement or the employment agreement, if any, between the a Rollover Investor and a Subsidiary of the Partnership as in effect from and after the consummation of the Merger or otherwise created by or permitted by the Rollover InvestorInvestors.

Appears in 2 contracts

Samples: Contribution Agreement (Edelman Financial Group Inc.), Contribution Agreement (Edelman Financial Group Inc.)

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Issuance of the Class A Units. Upon issuance of the Class A Units to the Rollover Investor at the Exchange Closing, such Class A Units will be duly authorized, validly issued, fully paid and non-assessable, will be issued (assuming that the representations and warranties of the Rollover Investor set forth in Section 4.4 are true and correct) in compliance with applicable securities laws or exemptions therefrom, and will be and free and clear of any mortgage, pledge, security interest, claim, encumbrance, lien or charge of any kind, excluding restrictions under applicable securities laws (each, a “Lien”) except as may otherwise be set forth in the Partnership Agreement or the employment agreement, if any, between the Rollover Investor and a Subsidiary of the Partnership as in effect from and after the consummation of the Merger or otherwise created by or permitted by the Rollover Investor.

Appears in 1 contract

Samples: Contribution Agreement (Edelman Financial Group Inc.)

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