Issued Units. Units or partial Units shall be deemed issued only upon payment of the Capital Contribution for such Unit or partial Unit. Exhibit B attached hereto contains the name of each Unit Holder holding Units and the class and number of Units held by each Unit Holder. Exhibit B shall be amended from time to time by the Managing Partner to reflect changes in the Unit Holders or the ownership of Units, and any such amendment shall not be deemed an amendment of this Agreement requiring the vote or consent of the Partners.
Issued Units. The issuance of the Issued Units pursuant to this Agreement have been duly authorized and approved by all necessary limited partnership actions, and the Issued Units, when issued, will be validly issued, fully paid and non-assessable.
Issued Units. On the Closing Date, the Issued Units to be issued to the Contributors by the Partnership hereunder will be duly authorized for issuance and sale to the Contributors pursuant to the Partnership Agreement and this Agreement and, when issued and delivered by the Partnership pursuant to this Agreement as consideration for the Membership Interests and Cash Amount as set forth herein, will be validly issued and fully paid (to the extent required under the Partnership Agreement) and non-assessable (except as such non-assessability may be affected by sections 17-303, 17-607 and 17-804 of the Delaware Revised Uniform Limited Partnership Act). Except as set forth in Schedule 5.5, none of the Equity Interests are subject to any voting trust, member or partnership agreement or voting agreement or other agreement, right, instrument or understanding with respect to any purchase, sale, issuance, transfer, repurchase, redemption or voting of such Issued Units, in each case which is binding on the Partnership, other than as created by the Contributors or Holdings or as set forth in the Partnership Agreement.
Issued Units. The issuance of the Issued Units pursuant to this Agreement have been duly authorized and approved by all necessary limited partnership actions, and the Issued Units, when issued, will be validly issued, fully paid and non-assessable (except as such non‑assessability may be affected by Sections 17-303, 17-607 or 17-804 of the Delaware Revised Uniform Limited Partnership Act, as amended).
Issued Units. The Common Units and Preferred Units being issued to the Holders have been duly authorized and, when issued in accordance with the terms of this Agreement and the PRLP Limited Partnership Agreement, will be validly issued, fully paid and non-assessable.
Issued Units. (a) The Issued Units have been duly authorized by Hi-Crush and, when issued and delivered at the Closing in accordance with the terms of this Agreement, will be validly issued and fully paid.
(b) Since January 1, 2015, Hi-Crush has made all filings with the Securities and Exchange Commission (“SEC”) that it has been required to make under the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, each of which complied as to form, at the time such form, document or report was filed, in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the applicable rules and regulations promulgated thereunder (collectively, the “SEC Documents”). None of the SEC Documents, as of their respective dates, or, if amended, as of the date of such amendment, including any financial statements included in the SEC Documents, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein in light of the circumstances under which they were made, not misleading.
Issued Units. The Issued Units have been duly authorized by Buyer and, when issued and delivered at the Closing in accordance with the terms of this Agreement, will be validly issued and fully paid.
Issued Units. The number of Units owned by each Member is set forth opposite the name of such Member on Schedule I. Subject to the terms of this Agreement, the Manager shall have the authority to cause the Company to issue Units of any class or series, in such amounts and at such purchase price per Unit as may be determined from time to time by the Manager in its sole and absolute discretion. In connection with the issuance of any Units, the recipient of any Units shall execute and deliver to the Company a joinder agreement or a counterpart signature page to this Agreement, pursuant to which such person agrees to be bound by the terms and conditions hereof. Upon the Company’s receipt of a joinder agreement or counterpart signature page to this Agreement, the person who is so issued a Unit shall automatically be deemed admitted as a Member of the Company (in respect of such class or series) for purposes of this Agreement. Upon the issuance of any Unit, the Manager shall promptly amend Schedule I or cause Schedule I to be amended to reflect such issuance.
Issued Units. The Issued Units as of the Exhibit Date are the Units identified on the following Table.
Issued Units. Exhibit A attached hereto contains the name of each Member holding Units, the number of Units held by each Member, and the Capital Contribution made by each Member. The Units issued to Members are not required to be proportionate to their respective Capital Contributions. Exhibit A shall be deemed automatically amended from time to time, and the Managers shall prepare an amended Exhibit A, to reflect the issuance of additional Units upon the payment of any Capital Contribution, or to reflect any change in the Members.
