Ownership of the Existing Investor Units Sample Clauses

Ownership of the Existing Investor Units. Assuming no purchase by the Underwriters of Option Units on the First Closing Date, at the First Closing Date, after giving effect to the Transactions, (i) affiliates of the Company's management will own 827,132 Common Units and 1,428,078 Subordinated Units, (ii) DLJ Merchant Banking Partners III, L.P. and affiliated funds, which are affiliates of Credit Suisse First Boston Private Equity ("CSFB"), will own 605,560 Common Units and 1,045,524 Subordinated Units and (iii) EnCap Energy Capital Fund III, L.P. and affiliated funds, which are affiliated funds of EnCap Investments L.P. ("EnCap"), will own 605,560 Common Units and 1,045,524 Subordinated Units (collectively, the "Existing Investor Units"). Such affiliates of the Company's management, DLJ Merchant Banking Partners III, L.P. and EnCap Energy Capital Fund III, L.P. are referred to collectively as the "Existing Investors." At each Closing Date, all of such Existing Investor Units and the limited liability company interests represented thereby will be duly authorized and validly issued in accordance with the Second Amended and Restated Limited Liability Company Agreement of the Company (the "Limited Liability Company Agreement") and will be fully paid (to the extent required under the Limited Liability Company Agreement) and nonassessable (except as such nonassessability may be affected by matters described in the Prospectus under the caption "The Limited Liability Company Agreement—Limited Liability"); and the Existing Investors will own such Existing Investor Units free and clear of all liens, encumbrances, security interests, equities, charges and other claims except restrictions on transferability contained in the Limited Liability Company Agreement.
Sample 1
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Ownership of the Existing Investor Units. Affiliates of the Company's management own 827,132 Common Units and 1,428,078 Subordinated Units, (ii) affiliates of CSFB will own 605,560 Common Units and 1,045,524 Subordinated Units and (iii) affiliated funds of EnCap will own 605,560 Common Units and 1,045,524 Subordinated Units. All of such Existing Investor Units and the limited liability company interests represented thereby have been be duly authorized and validly issued in accordance with the Limited Liability Company Agreement and are fully paid (to the extent required under the Limited Liability Company Agreement) and nonassessable (except as such nonassessability may be affected by matters described in the Prospectus under the caption "The Limited Liability Company Agreement—Limited Liability"); and the Existing Investors own such Existing Investor Units free and clear of all liens, encumbrances (except restrictions on transferability contained in the Limited Liability Company Agreement), security interests, equities, charges and other claims (i) in respect of which a financing statement under the Uniform Commercial Code of the location (as defined in Section 9-307 of the applicable Uniform Commercial Code) of each Existing Investor naming that Existing Investor is on file as of a recent date in the applicable office of each state or (ii) otherwise known to such counsel, without independent investigation, other than those created by or arising under the Delaware LLC Act.
Sample 1
Ownership of the Existing Investor Units. Assuming no purchase by the Underwriters of Option Units on the First Closing Date (as defined in Section 2 of this Agreement), at the First Closing Date, after giving effect to the transactions contemplated by that certain Stakeholders’ Agreement dated June 2, 2005 (the “Stakeholders’ Agreement”), (i) the Company’s management (excluding Units owned by Quantum that may be deemed to be beneficially owned by Xxxx X. Xxxxxxxxxx) will beneficially own 4,956,730 Units, (ii) Quantum will beneficially own 10,827,015 Units and (iii) Xxxxx Partners I, L.P., Kings Highway Investments, LLC and Wauwinet Energy Partners, LLC will beneficially own 278,755 Units in the aggregate (collectively, the “Existing Investor Units”). The Company’s management and Quantum are referred to collectively as the “Existing Investors.” At each Closing Date, all of such Existing Investor Units and the limited liability company interests represented thereby will be duly authorized and validly issued in accordance with the Second Amended and Restated Limited Liability Company Agreement of the Company (the “Limited Liability Company Agreement”) and will be fully paid (to the extent required under the Limited Liability Company Agreement) and nonassessable (except as such nonassessability may be affected by matters described in the Pricing Prospectus under the caption “The Limited Liability Company Agreement—Limited Liability”).
Sample 1

Related to Ownership of the Existing Investor Units

  • Ownership of the Sponsor Units The Company owns, directly or indirectly, 11,645,659 Common Units (the “Sponsor Units”); the Sponsor Units are owned free and clear of all Liens (except restrictions on transferability and other Liens as described in the Disclosure Package and the Prospectus or arising under the Holdco Credit Agreement or the TRI Credit Agreement). For purposes hereof, “Common Units” shall mean common units representing limited partner interests in the Partnership.

  • Ownership of Membership Interests The Member shall own all of the membership interests in the Company and the Member shall have a 100% distributive share of the Company’s profits, losses and cash flow.

  • Ownership of the Shares Seller is the owner, beneficially and of record, of the Shares being transferred pursuant to this Agreement free and clear of all liens, charges, claims, encumbrances, security interests, equities, restrictions on transfer or other defects in title of any kind or description.

  • Ownership of Shares of the Fund The Adviser shall not take an ownership position in the Fund, and shall not permit any of its shareholders, officers, directors or employees to take a long or short position in the shares of the Fund, except for the purchase of shares of the Fund for investment purposes at the same price as that available to the public at the time of purchase or in connection with the initial capitalization of the Fund.

  • Rights of Assignees of Partnership Interests (a) Subject to the provisions of Sections 9.1 and 9.2 hereof, except as required by operation of law, the Partnership shall not be obligated for any purposes whatsoever to recognize the assignment by any Limited Partner of its Partnership Interest until the Partnership has received notice thereof.

  • Ownership of Outstanding Shares Without the prior approval of ExchangeCo and the prior approval of the holders of the Exchangeable Shares given in accordance with Section 10.2 of the Share Provisions, Parent covenants and agrees in favour of ExchangeCo that, as long as any outstanding Exchangeable Shares are owned by any person or entity other than Parent or any of its Affiliates, Parent will be and remain the direct or indirect beneficial owner of all issued and outstanding voting shares in the capital of ExchangeCo.

  • Ownership of Company Securities Except as disclosed in writing to the Company as of the date of this Agreement, no Purchaser, any of its Affiliates, or any other Persons whose beneficial ownership of shares of Common Stock would be aggregated with the Purchaser’s for purposes of Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, including any “group” of which the Purchaser is a member, directly or indirectly owns, beneficially or otherwise (including solely with respect to an economic interest), any of the outstanding shares of Common Stock, or any other shares of capital stock, options, warrants, derivative securities, rights or any other securities (including any securities convertible into, exchangeable for or that represent the right to receive securities) of the Company. The Company acknowledges and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect such Purchaser’s right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement or the consummation of the transactions contemplated hereby. Notwithstanding the foregoing, for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to locating or borrowing shares in order to effect Short Sales or similar transactions in the future.

  • Ownership of Equity Interests Issue, sell, transfer, pledge or otherwise dispose of any partnership interests, shares of capital stock or other equity or ownership interests ("Equity Interests") in any member of the Consolidated Group, except (i) issuance, sale or transfer of Equity Interests to a Credit Party by a Subsidiary of such Credit Party, (ii) in connection with a transaction permitted by Section 8.4, and (iii) as needed to qualify directors under applicable law.

  • Ownership of Subject Shares; Total Shares Such Stockholder is the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of all of such Stockholder’s Subject Shares and has good and marketable title to all of such Stockholder’s Subject Shares free and clear of any Liens, claims, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances or restrictions whatsoever on title, transfer or exercise of any rights of a stockholder in respect of such Subject Shares (collectively, “Encumbrances”), except for any such Encumbrance that may be imposed pursuant to (i) this Agreement, (ii) any applicable restrictions on transfer under the Securities Act or any state securities law, (iii) the Company Governing Documents and (iv) any applicable Company Equity Plan or agreements evidencing grants thereunder ((i) through (iv), collectively, “Permitted Encumbrances”). The Subject Shares listed on Schedule A opposite such Stockholder’s name constitute all of the shares of Company Common Stock, and any other securities of the Company beneficially owned by such Stockholder as of the date hereof.

  • Ownership of Parent Common Stock As of the date hereof, such Company Stockholder does not Beneficially Own any shares of Parent Common Stock.

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