Ownership of Sponsor Units. After giving effect to the Formation Transactions and as of the Closing Date and each Option Closing Date, if any, Fund I will own the Sponsor Units free and clear of all Liens, other than those created or arising under the Amended and Restated Partnership Agreement.
Ownership of Sponsor Units. Without giving effect to the Acquisition and the issuance of the Unit Consideration, Stripes No. 1009 LLC, a Texas limited liability company (“Stripes No. 1009”), owns 5,469,718 subordinated units representing limited partner interests in Sunoco (the “Subordinated Units”), Stripes LLC, a Texas limited liability company (“Stripes”), owns 79,308 common units representing limited partner interests in Sunoco (the “Common Units”) and 5,469,718 Subordinated Units, ETC M-A Acquisition LLC, a Delaware limited liability company (“ETC M-A”), owns 3,983,540 Common Units and ETP Retail owns 795,482 Common Units (such Common Units and Subordinated Units being collectively referred to herein as the “Sponsor Units”); the Sponsor Units have been duly authorized and validly issued in accordance with the Partnership Agreement and are fully paid (to the extent required by 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 (the “Delaware LP Act”)); and Stripes No. 1009, Stripes, ETC M-A and ETP Retail own their respective Sponsor Units free and clear of all Liens.
Ownership of Sponsor Units. Seadrill owns 21,458,063 Common Units and 16,543,350 Subordinated Units (all such Common Units and Subordinated Units being collectively referred to herein as “Sponsor Units”); on the Closing Date and each settlement date, after giving effect to the transactions described in the Unit Purchase Agreement, Seadrill will own 23,092,050 Common Units and 16,543,350 Subordinated Units. All of the Sponsor Units, and the limited liability company interests represented thereby, have been duly authorized for issuance and sale and were validly issued in accordance with the limited liability company agreement of the Company at the time of issuance (the “Company LLC Agreement”) and are fully paid (to the extent required under the Company LLC Agreement) and non-assessable (except as such non-assessability may be affected by Section 20, 31, 40 and 49 of the Xxxxxxxx Islands LLC Act); and Seadrill owns the Sponsor Units free and clear of all Liens.
Ownership of Sponsor Units. Assuming no purchase by the Underwriters of Option Securities on the Closing Date, at the Closing Date and after giving effect to the Formation Transactions, Fund I will own 6,249,600 Common Units and 6,720,000 Subordinated Units (collectively, the “Sponsor Units”); the Sponsor Units and the limited partner interests represented thereby will have been duly authorized and validly issued in accordance with the Amended and Restated Partnership Agreement, and will be fully paid (to the extent required under the Amended and Restated 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 (the “Delaware LP Act”)).
Ownership of Sponsor Units. At the Closing Date, after giving effect to the Formation Transactions (and assuming no purchase of Option Securities by the Underwriters on the Closing Date), the Fund Group will own 11,297,737 Common Units and 7,145,866 Subordinated Units, in such proportions as are reflected on Schedule 4 hereto, and the right to receive additional Common Units in an amount equal to 2,250,000 less the number of Option Securities, if any, purchased by the Underwriters pursuant to the Over-Allotment Option described in Section 2(b) hereof (such Common Units and Subordinated Units and any Common Units issuable pursuant to the right to receive additional Common Units described in this Section 1(a)(11) being collectively referred to herein as the “Sponsor Units”); the Sponsor Units and the limited partner interests represented thereby will have been duly authorized and validly issued in accordance with the Partnership Agreement and will be 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 (the “Delaware LP Act”)); and the Fund Group will own the Sponsor Units free and clear of all Liens.
Ownership of Sponsor Units. Assuming no purchase by the Underwriters of any Option Units, at each applicable Delivery Date, after giving effect to the Transactions, Dominion Holdings will own all of the Sponsor Units; the Sponsor Units and the limited partner interests represented thereby will have been duly authorized and validly issued in accordance with the Partnership Agreement and will be fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware LP Act); and Dominion Holdings will own such Sponsor Units free and clear of all Liens, except for restrictions on transferability that may be imposed by Federal or state securities laws, contained in the Partnership Agreement or as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus.
Ownership of Sponsor Units. Assuming no purchase by the Underwriters of Option Securities on the Closing Date, immediately prior to the completion of the offering contemplated by this Agreement, NGL Holdings will be the record holder of 1,307,992 Common Units and 1,544,100 Subordinated Units and the Sponsor Holders will be the record holder of 3,706,230 Common Units and 4,375,246 Subordinated Units (collectively, the “Sponsor Units”); the Sponsor Units and the limited partner interests represented thereby will have been duly authorized and validly issued in accordance with the Partnership Agreement and will be 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(a), 17-607 and 17-804 of the Delaware Revised Uniform Limited Partnership Act (the “Delaware LP Act”)), and NGL Holdings and the Sponsor Holders will be the record holders of their respective Sponsor Units free and clear of all Liens.
Ownership of Sponsor Units. At the time of purchase and each additional time of purchase, and after giving effect to the Transactions, WGR will own the Sponsor Units (including such number of Sponsor Units, if any, issued pursuant to the Deferred Issuance). All of the Sponsor Units and the limited partner interests represented thereby will be duly authorized and validly issued in accordance with the Partnership Agreement and will be fully paid (to the extent required by the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by (i) matters described in the Registration Statement, the Pricing Disclosure Package and the Prospectus under the caption “Risk Factors—Risks Inherent in an Investment in Us— You may not have limited liability if a court finds that unitholder action constitutes control of our business” and (ii) Sections 17-303, 17-607 and 17-804 of the Delaware Revised Uniform Limited Partnership Act (the “Delaware LP Act”); and all of the Sponsor Units will be owned free and clear of all Liens, except with respect to the restrictions on transferability contained in the Partnership Agreement and as otherwise described in the Registration Statement (excluding the exhibits thereto), the Pricing Disclosure Package and the Prospectus.
Ownership of Sponsor Units. At the Closing Time, after giving effect to the Formation Transactions (and assuming no purchase of Option Securities by the Underwriters at the Closing Time), NuDevco will own [—] Common Units and [—] Subordinated Units (such Common Units and Subordinated Units being collectively referred to herein as the “Sponsor Units”); the Sponsor Units and the limited partner interests represented thereby will have been duly authorized and validly issued in accordance with the Partnership Agreement and will be fully paid (to the extent required by 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 (the “Delaware LP Act”)); and NuDevco will own the Sponsor Units free and clear of all Liens.
Ownership of Sponsor Units. At the Closing Time, after giving effect to the Formation Transactions (and assuming no purchase of Option Securities by the Underwriters at the Closing Time), OCI USA will own 63,000,000 Common Units (such Common Units being referred to herein as the “Sponsor Units”); the Sponsor Units and the limited partner interests represented thereby will have been duly authorized and validly issued in accordance with the Partnership Agreement and will be fully paid (to the extent required by the Partnership Agreement) and non-assessable (except as such non-assessability may be affected by Sections 17-303(a), 17-607 and 17-804 of the Delaware LP Act); and OCI USA will own the Sponsor Units free and clear of all Liens, except for (A) restrictions on transferability contained in the Partnership Agreement, and (B) Liens created or arising under the Delaware LP Act, in each case as described in the Registration Statement, the General Disclosure Package and the Prospectus.
