Offered Units. Immediately prior to the First Closing Date, the Offered Units and all other outstanding Common Units of the Partnership will have been duly authorized; the Offered Units will have been, validly issued, fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the Delaware Revised Uniform Limited Partnership Act (the “Delaware LP Act”)), will conform to the information in the General Disclosure Package and to the description of such Offered Units contained in the Final Prospectus; the unitholders of the Partnership will have no preemptive rights with respect to the Common Units except as described in the General Disclosure Package; and none of the outstanding Common Units of the Partnership will have been issued in violation of any preemptive or similar rights of any security holder.
Offered Units. At any time prior to the consummation of a Qualified Public Offering, and subject to the terms and conditions specified in Section 10.1, Section 10.2, this Section 10.3 and Section 10.5, if any Class A Member (the “Offering Member”) desires to Transfer all or a portion of its Units (or applicable Unit Equivalents), the Company, first, and each other Member constituting a ROFO Rightholder, second, shall have a right of first offer with respect to such Units (or applicable Unit Equivalents) (such Units or Unit Equivalents, the “Offered Units”). As used herein, the term “ROFO Rightholders” shall mean all Class A Members, other than the Offering Member, holding greater than two percent (2%) of the total number of outstanding Units (or applicable Unit Equivalents).
Offered Units. At any time prior to the consummation of a Qualified Public Offering, and subject to the terms and conditions specified in Section 10.1, Section 10.2, this Section 10.3 and Section 10.5, if any Class A Member, Class C Member or Common Member (the “Offering Member”) desires to Transfer all or a portion of its Units (or applicable Unit Equivalents), the Company, first, and each other Member constituting a ROFO Rightholder, second, shall have a right of first offer with respect to such Units (or applicable Unit Equivalents) (such Units or Unit Equivalents, the “Offered Units”). As used herein, the term “ROFO Rightholders” shall mean all Class A Members, Class C Members and Common Members, other than the Offering Member, holding greater than two percent (2%) of the total number of outstanding Units (or applicable Unit Equivalents).
Offered Units. (i) Subject to the terms and conditions specified in Section 9.01, Section 9.02 and this Section 9.03, each Member holding Class A Preferred Units or Class A Common Units (as applicable), shall have a right of first refusal if any other Member holding Class A Preferred Units or Class A Common Units (the “Offering Member”) receives a bona fide offer that the Offering Member desires to accept to Transfer all or any portion of the Class A Preferred Units or Class A Common Units (or applicable Unit Equivalents) it owns (the “Offered Units”).
(ii) As used herein, the term “Applicable ROFR Rightholders” shall mean all Members other than the Offering Member holding Class A Preferred Units or Class A Common Units (as applicable).
Offered Units. At any time prior to the consummation of a Public Offering or an Approved Sale, and subject to the terms and conditions specified in this Article XI (including, without limitation, Section 11.1), the Company, first, and each Member holding Units other than Calavo, second, shall have a right of first refusal if any Member other than Calavo (the “Offering Member”) receives a bona fide offer that the Offering Member desires to accept to Transfer all or any portion of the Units (the “Offered Units”) it or he owns, provided that the foregoing shall not apply to Transfers to Permitted Transferees. As used herein, the term “Applicable ROFR Rightholders” shall mean, in the case of a proposed Transfer of the Offered Units, all Members other than Calavo and the Offering Member holding Units, and the term “Offering Member” shall exclude Calavo. In the event that Impermanence receives a bona fide offer that Impermanence desires to accept to Transfer a majority of the ownership interests of Impermanence (“Impermanence Interests”), so long as Impermanence owns Units, the term (as used in this Section 11.2) (i) “Offered Units” shall be deemed to refer to Impermanence Interests, and (ii) “Units” shall refer to Impermanence Interests when the context requires; provided, however, that notwithstanding anything to the contrary contained herein, the right of first refusal provided under this Section 11.2 as to Impermanence Units shall extend solely to the Applicable ROFR Rightholders (and not to the Company) and the following provisions of this Section 11.2 shall be interpreted accordingly.
Offered Units. The cumulative number of Units of a class offered to Investor Partners from time to time. The initial offering of Units shall offer 2,000 Units, but may be increased to 3,000 Units at the discretion of the Managing Partner. An increase in the designated Units requires a Super-Majority Consent pursuant to Section 3.03(b).
Offered Units. (i) At any time prior to the consummation of a Qualified Public Offering, and subject to the terms and conditions specified in Section 10.01, Section 10.02 and this Section 10.03, the Company, first, and each Member holding Preferred Units and/or Common Units (as applicable), second, shall have a right of first refusal if any other Member (the “Offering Member”) receives a bona fide offer that the Offering Member desires to accept to Transfer all or any portion of the Preferred Units (or applicable Unit Equivalents) (the “Offered Preferred Units”) and/or Common Units (or applicable Unit Equivalents) (the “Offered Common Units”) it owns (the Offered Preferred Units and the Offered Common Units, collectively, the “Offered Units”).
(ii) As used herein, the term “Applicable Offered Units” shall mean (A) the Offered Preferred Units with respect to those Members holding Preferred Units (or applicable Unit Equivalents) (the “Applicable Offered Preferred Units”) and (B) the Offered Common Units with respect to those Members holding Common Units (or applicable Unit Equivalents) (the “Applicable Offered Common Units”). As used herein, the term “Applicable ROFR Rightholders” shall mean, in the case of a proposed Transfer of Preferred Units (or applicable Unit Equivalents), all Members other than the Offering Member holding Preferred Units (or applicable Unit Equivalents), and in the case of a proposed Transfer of Common Units (or applicable Unit Equivalents), all Members other than the Offering Member holding Common Units (or applicable Unit Equivalents); provided, that in the case of the Sponsor, in each case, Applicable ROFR Rightholder shall include the Sponsor and each of its Affiliates (including funds and other investment vehicles that have affiliated but not identical managing members or general partners).
Offered Units. 9.3.1.1 As used herein, the term “Applicable ROFR Rightholder” shall mean, in the case of a proposed Transfer of Units, the Member other than the Offering Member.
Offered Units. The Offered Units have been duly authorized and when issued and delivered against payment by the Underwriters pursuant to this Agreement, will be validly issued.
Offered Units. Subject to compliance by the Agent with the provisions of Section 2 hereof and subject to the representations and warranties of the Purchasers contained in the Subscription Agreements being true and correct at the Closing Time, the execution of this Agreement and the Subscription Agreements and the issue by the Corporation to the Purchasers of the Offered Units will be exempt from the prospectus requirements of the Securities Laws of the Offering Jurisdictions.
