Ownership of Partnership Units. Such Unitholder is a beneficial owner of the Subject Partnership Units set forth opposite such Unitholder’s name on Exhibit A, all of which are free and clear of any Liens (except any (x) Liens arising under securities Laws, (y) Liens arising hereunder or as permitted by the Merger Agreement or (z) Liens that are not material to such Unitholder’s performance of its obligations under this Agreement). No Person (other than such Unitholder) has a right to acquire any of the Subject Partnership Units beneficially owned by such Unitholder.
Ownership of Partnership Units. As of the date of this Agreement, VTDC is the record owner of 46,768,586 Common Units which represent all of the Common Units held of record or beneficially by Parent or any of its Subsidiaries.
Ownership of Partnership Units. Neither Parent nor any controlled affiliate of Parent “beneficially owns” (as such term is defined for purposes of Section 13(d) of the Exchange Act) any Partnership Common Units or Partnership Preferred Units.
Ownership of Partnership Units. As of the date of this Agreement, TLP Holdings, Equity Holdings and their respective Affiliates, taken together, are the beneficial owners of (i) 3,166,704 Common Units of the Partnership, (ii) all of the General Partner Units of the Partnership and (iii) the Incentive Distribution Rights.
Ownership of Partnership Units. As of the date of this Agreement, EEP is the record owner of 1,335,056 Class A Common Units and the sole record owner of 22,610,056 Subordinated Units, which represent (i) all outstanding Subordinated Units and (ii) all Units held of record or beneficially by Parent or any of its Subsidiaries.
Ownership of Partnership Units. On the date hereof, the Partnership Units are all of the units of Xxxx-Xxxx Partnership currently beneficially owned by Shareholder. Shareholder does not have any rights to acquire any additional units of Xxxx-Xxxx Partnership. Until the termination of this Agreement, Shareholder shall not sell or otherwise transfer any of the Partnership Units; provided, however, Shareholder may sell any or all of his Partnership Units immediately prior to the Merger. Shareholder has good, valid and marketable title to the Partnership Units, free and clear of all liens, encumbrances, restrictions, options, warrants, rights to purchase and claims of every kind (other than the encumbrances created by this Agreement, bona fide loan transactions, restrictions on transfer under applicable Federal and state securities laws and restrictions on transfer created by any plans of Xxxx-Xxxx under which such Partnership Units were issued).
Ownership of Partnership Units. (a) As of the date of this Agreement, Parent and its Affiliates, taken together, are the beneficial owners of (i) 15,385,954 Common Units, (ii) 7,940,322 Series A-1 Convertible Preferred Units, (iii) 3,401,875 Series A-2 Convertible Preferred Units, (iv) 9,514,330 Series C Preferred Units, (v) the Notional General Partner Units representing the General Partner Interest, (vi) the Series C Warrant and (vii) the Incentive Distribution Rights.
(b) The adoption of this Agreement by Parent and its Affiliates, taken together, constitutes an affirmative vote and approval by the Unit Majority and is the only vote or approval of the holders of any Partnership Interests or other equity interests of the Partnership necessary to adopt this Agreement and approve and consummate the transactions contemplated hereby, including the Merger (the “Partnership Unitholder Approval”).
Ownership of Partnership Units. 20 10.3 Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 10.4 Consents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 10.5 Absence of Conflicts, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 10.6
Ownership of Partnership Units. Such Limited Partner owns the equity units of the Partnership listed as being owned by it in Schedule 3 free and clear of any and all Encumbrances, except for the pledges of such Partnership units pursuant to agreements or arrangements which will be satisfied at the Closing.
Ownership of Partnership Units. Food Service owns at least Six Hundred Thirty-Nine and 80/100 (639.80) limited partnership units in the Partnership, which limited partnership units represent 50.9% of the limited partnership units outstanding. MHG has entered into an agreement to acquire the general partnership interest in the Partnership which interest is assignable and shall be assigned to Food Service.
