Partnership Units. Each Partner shall own Partnership Units in the amounts set forth for such Partner in Exhibit A and shall have a Percentage Interest in the Partnership as set forth in Exhibit A, which Percentage Interest shall be adjusted in Exhibit A from time to time by the General Partner to the extent necessary to reflect accurately redemptions, additional Capital Contributions, the issuance of additional Partnership Units or similar events having an effect on the number of Partnership Units held by, and the Percentage Interest of, any Partner. Each Partnership Unit shall entitle the holder thereof to one vote on all matters on which the Partners (or any portion of the Partners) are entitled to vote under this Agreement.
Partnership Units. Section 7.01.
Partnership Units. The Partnership Units issued pursuant ----------------- to the Transaction Documents are duly authorized and, when issued in accordance with the Transaction Documents, will be duly issued, fully paid and nonassessable and will be unencumbered except for the security interest created by paragraph 11 hereof.
Partnership Units. The Partnership Units to be issued to the Contributor pursuant to this Agreement will have been duly authorized and, when issued against the consideration therefor, will, subject to the terms of the OP Agreement, be validly issued to the Contributor by the Operating Partnership free and clear of all Liens created by the Operating Partnership.
Partnership Units. The Amended Exhibit A evidencing the issuance of the Partnership Units as provided in Section 2.5 of this Agreement and a fully executed counterpart to a Joinder Agreement, with respect to the Partnership Units;
Partnership Units. The Limited Partners shall contribute to the capital of the Partnership, for each Unit subscribed, cash in the amount determined by the General Partners; provided, however, that all Units subscribed for as part of the initial public offering of such Units, as contemplated by Section 1.06(d), shall be paid for in cash in an amount equal to One Hundred Dollars ($100) for each Unit subscribed.
Partnership Units. The number of partnership units set forth in Section 5.01 above represent each Partner’s partnership interest in the Partnership. Each Partner’s partnership units may, but need not, be evidenced by unit certificates in such form as the General Partner may from time to time prescribe. If unit certificates are issued, the number of partnership units held by a Partner shall be designated on that Partner’s unit certificate. Unit certificates, if any, shall be signed by the General Partner or an officer of the General Partner and registered in such manner, if any, as the General Partner may prescribe.
Partnership Units. (i) upon issuance to Contributor, the Partnership Units shall be free and clear of any and all liens, encumbrances, and interests of any third party, (ii) no person other than Contributor has any rights or claims of any kind or nature in or to the Partnership Units, and (iii) the issuance of the Partnership Units to Contributor will not result in a breach of any terms, covenants, provisions, or conditions of any agreement that is binding on GIPLP or any of its property or assets.
Partnership Units. (A) As of the date of this Agreement, 1,250,682 LP Units; 22,135,786 units of common general partner interest in the Xxxxxxx OP (the "GP Units"), 3,478,219 units of 8.4% Series A Convertible Preferred -------- Units of the Xxxxxxx OP (the "Series A Units" and together with the Series -------------- B Units and the Series C Units, the "Xxxxxxx Preferred Units"), 2,000,000 ----------------------- Series B Units, and 1,000,000 Series C Units are validly issued and outstanding, fully paid and nonassessable and not subject to preemptive rights.
(B) Each LP Unit may, under certain circumstances set forth in the Xxxxxxx OP Agreement, be redeemed for shares of Xxxxxxx Common Stock on a one-for-one basis. The holders of Series B Units have the right, under certain circumstances, to exchange such units for shares of Series B Preferred Stock on a one-for-one basis pursuant to the terms of the Series B Units. The holders of Series C Units have the right, under certain circumstances, to exchange such units for shares of Series C Preferred Stock on a one-for-one basis pursuant to the terms of the Series C Units.
(C) Xxxxxxx is the sole general partner of the Xxxxxxx OP and holds 22,135,786 GP Units representing a 100% general partner interest in the Xxxxxxx OP. Section 3.1(c)(ii)(C) of the Xxxxxxx Disclosure Letter sets forth the name, number and class of GP Units, LP Units and Xxxxxxx Preferred Units held by each partner in the Xxxxxxx OP.
Partnership Units. The issuance and delivery of the Units have been duly authorized by all necessary action on the part of StoneMor Partners, L.P. Upon issuance in accordance with the terms of this Agreement, the Units will be validly issued in accordance with the terms of the First Amended and Restated Limited Partnership Agreement of StoneMor Partners, L.P.
