MLP Receipt of Capital Stock of Vessel Owning Subsidiaries Sample Clauses

MLP Receipt of Capital Stock of Vessel Owning Subsidiaries. As consideration for (a) all of the Net Public Offering Proceeds and the Private Offering Proceeds, in an aggregate amount equal to $[_____], (b) $160,000,000 of the $165,000,000 borrowed by the MLP at or before the Effective Time under the Bank Credit Facility, (c) 3,426,843 Subordinated Units, which, collectively with the First Issued Subordinated Units, will represent a 41.2% limited partner interest in the MLP, subject to adjustment in accordance with Section 3.01 in the event that the Underwriters exercise their overallotment option, and (d) the Incentive Distribution Rights, the MLP hereby acknowledges receipt of the shares of outstanding capital stock of the Vessel Owning Subsidiaries.
Sample 1
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MLP Receipt of Capital Stock of Vessel Owning Subsidiaries. As consideration for (a) 11,750,000 Common Units, (b) 8,805,521 Subordinated Units, (c) the Incentive Distribution Rights and (d) the $25 cash dividend, the MLP hereby acknowledges receipt of the shares of outstanding capital stock of the Vessel Owning Subsidiaries.
Sample 1
MLP Receipt of Capital Stock of Vessel Owning Subsidiaries. The MLP hereby acknowledges receipt of the shares of outstanding capital stock of the Vessel-Owning Subsidiaries as consideration for (a) all of the Net Public Offering Proceeds in an aggregate amount equal to $ , (b) $10,600,000 of the $126,000,000 borrowed by the MLP at or before the Effective Time under the Bank Credit Facility, (c) Subordinated Units, which represent a % limited partner interest in the MLP, (d) Common Units, which will represent a % limited partner interest in the MLP, subject to adjustment in the event that the Underwriters exercise their option to purchase additional Common Units, (e) General Partner Units, representing a 2.0% general partner interest in the MLP and (f) all of the Incentive Distribution Rights.
Sample 1
MLP Receipt of Capital Stock of Vessel Owning Subsidiaries. As consideration for Subordinated Units and Common Units, the MLP hereby acknowledges receipt of the shares of outstanding capital stock of the Vessel-Owning Subsidiaries.
Sample 1

Related to MLP Receipt of Capital Stock of Vessel Owning Subsidiaries

  • Capital Stock of Subsidiaries All of the outstanding capital stock of, or other equity or voting interest in, each Subsidiary of the Company (i) has been duly authorized, validly issued and is fully paid and nonassessable; and (ii) except for director’s qualifying or similar shares, is owned, directly or indirectly, by the Company, free and clear of all liens (other than Permitted Liens) and any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other equity or voting interest) that would prevent such Subsidiary from conducting its business as of the Effective Time in substantially the same manner that such business is conducted on the date of this Agreement.

  • Capital Stock of the Company The authorized capital stock of the COMPANY is as set forth in Section 1.4(i). All of the issued and outstanding shares of the capital stock of the COMPANY are owned by the STOCKHOLDERS and in the amounts set forth in Annex II and further, except as set forth on Schedule 5.3, are owned free and clear of all liens, security interests, pledges, charges, voting trusts, restrictions, encumbrances and claims of every kind. All of the issued and outstanding shares of the capital stock of the COMPANY have been duly authorized and validly issued, are fully paid and nonassessable, are owned of record and beneficially by the STOCKHOLDERS and further, such shares were offered, issued, sold and delivered by the COMPANY in compliance with all applicable state and federal laws concerning the issuance of securities. Further, none of such shares were issued in violation of the preemptive rights of any past or present stockholder.

  • Treatment of Capital Stock Subject to the provisions of this Agreement, at the Effective Time, automatically by virtue of the Merger and without any action on the part of any shareholder:

  • Subsidiaries; Capital Stock As of the Closing Date, (a) Schedule 4.15 sets forth the name and jurisdiction of incorporation of each Subsidiary and, as to each such Subsidiary, the percentage of each class of Capital Stock owned by any Loan Party and (b) there are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments (other than stock options and restricted stock units granted to employees or directors and directors’ qualifying shares) of any nature relating to any Capital Stock of the Parent Borrower or any Restricted Subsidiary, except (i) with respect to Capital Stock of Loan Parties, as created by the Loan Documents and (ii) otherwise, as permitted by this Agreement.

  • Merger Sub Capital Stock At and after the Effective Time, each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock of the Surviving Corporation.

  • Capital Stock of Sub Each issued and outstanding share of capital stock of Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • Company Subsidiaries; Equity Interests (a) The Company Disclosure Letter lists each Company Subsidiary and its jurisdiction of organization. Except as specified in the Company Disclosure Letter, all the outstanding shares of capital stock or equity investments of each Company Subsidiary have been validly issued and are fully paid and nonassessable and are as of the date of this Agreement owned by the Company, by another Company Subsidiary or by the Company and another Company Subsidiary, free and clear of all Liens.

  • Ownership of Capital Stock The Shareholder is the beneficial owner of record and beneficially of all of the shares of capital stock of the Company, all of which shares are free and clear of all rights, claims, liens and encumbrances, and have not been sold, pledged, assigned or otherwise transferred except pursuant to this Agreement.

  • Dividends; Capital Stock Declare or pay, directly or indirectly, any dividends or make any other distribution, redemption, repurchase or payment, whether in cash, property, securities or a combination thereof, with respect to (whether by reduction of capital or otherwise) any shares of capital stock (or any options, warrants, rights or other equity securities or agreements relating to any capital stock) of the Borrower, or set apart any sum for the aforesaid purposes.

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