Retained Units Sample Clauses

Retained Units. (a) The Company hereby agrees that it will take all reasonable steps necessary to (i) identify, in the records of the Company and any equity ownership record or ledger maintained by the Company, the Company Common Units identified on Schedule 2.04(c) as being “Retained Units” and (ii) maintain such designation with respect to such units upon any transfer of such units. Team hereby agrees that it will, and the Company hereby agrees to cause Team to, take all reasonable steps necessary to (i) identify in the records of Team, including the stock register maintained by Team, the Team Common Shares identified on Schedule 2.04(c) as underlying Company Common Units that will be issued in the Reorganization Merger and that are identified as being “Retained Units” for purposes of the Recapitalization Merger and (ii) maintain such designation with respect to such shares upon any transfer of such shares. (b) The Company hereby agrees that it will not, without the prior written consent of Purchaser, with respect to any Transfer (as defined for purposes of this sentence only in the Company Securityholders Agreement) or proposed Transfer of Company Common Units by any holder of Retained Units identified on Schedule 2.04(c), as amended or supplemented, or any of their respective successors or assigns, waive any of its rights under Sections 2 or 5 of the Company Securityholders Agreement or consent to any such Transfer and that it will not record any Transfer or attempted Transfer in violation of any provision of the Company Securityholders Agreement on its books or treat any purported transferee of such Company Common Units as the owner of such Company Common Units for any purpose. Team hereby agrees that it will not, without the prior written consent of Purchaser, with respect to any Transfer (as defined for purposes of this sentence only in the Team Stockholders Agreement) or proposed Transfer of Team Common Shares by any holder of Retained Units identified on Schedule 2.04(c), as amended or supplemented, or any of their respective successors or assigns, waive any of its rights under Sections 2 or 5 of the Team Stockholders Agreement or consent to any such Transfer and that it will not record any Transfer or attempted Transfer in violation of any provision of the Team Stockholders Agreement on its books or treat any purported transferee of such Team Common Shares as the owner of such Team Common Shares for any purpose.
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Retained Units. CII shall retain 7,282,183 CC VIII Class A Preferred Units (the "Retained Units"). CII, as holder of the Retained Units, shall have the rights set forth in the CC VIII LLC Agreement.
Sample 1
Retained Units. The handling, location and other matters relating to the Retained Units are described on Exhibit F.
Sample 1
Retained Units. Each Unit outstanding immediately prior to the Effective time owned by limited partners that elected in the Restructuring to retain their Units (each a Retained Unit) shall, by virtue of the Merger and without any further action by the holder thereof, be converted into one (1) share of Knight Xxxxxx common stock, par value $.0001 per share.
Sample 1
Retained Units. (a) Seller is the sole legal and beneficial owner of the Retained Units and has exclusive occupation of the Retained Units. Seller owns good and marketable title to the Retained Units. No third party has any rights with respect to the Retained Units which are in conflict with or superior to the rights of Buyer as set forth in Articles 6.14 and 6.16 hereof or as set forth in the Co-Owners Regulations, other than for Permitted Encumbrances. (b) There is no dispute, claim, action, demand or complaint which is outstanding or threatened in respect of the Retained Units or any part thereof. (c) The current use of the Retained Units as well as of the land and buildings adjacent to the Retained Units is a lawful use under all relevant municipal, cantonal and federal planning and administrative legislation, and Seller is not aware of any outstanding or pending orders, notices or other requirements of any authority which may adversely affect the existing use of the Retained Units. (d) No development, alterations, extensions or other improvements have been carried out in relation to any part of the Retained Units which are unlawful or have been carried out without all necessary consents, approvals, orders, permits and permissions. (e) There are no resolutions, proposals, orders or acts made for the compulsory acquisition or change in approved use of any part of the Retained Units. (f) The persons listed in Schedule 5.9(g)(i) have no actual knowledge (whereby it is understood that such persons have no duty of independent verification) of a fact that, as they actually know, would prevent Buyer from obtaining the necessary approvals from the competent public authorities to implement the modifications to the Retained Units as set out in Schedule 5.9(g)(ii).
Sample 1

Related to Retained Units

  • Units Interests in the Partnership shall be represented by Units. The Units initially are comprised of one Class: Class A Units. The General Partner may establish, from time to time in accordance with such procedures as the General Partner shall determine from time to time, other Classes, one or more series of any such Classes, or other Partnership securities with such designations, preferences, rights, powers and duties (which may be senior to existing Classes and series of Units or other Partnership securities), as shall be determined by the General Partner, including (i) the right to share in Profits and Losses or items thereof; (ii) the right to share in Partnership distributions; (iii) the rights upon dissolution and liquidation of the Partnership; (iv) whether, and the terms and conditions upon which, the Partnership may or shall be required to redeem the Units or other Partnership securities (including sinking fund provisions); (v) whether such Unit or other Partnership security is issued with the privilege of conversion or exchange and, if so, the terms and conditions of such conversion or exchange; (vi) the terms and conditions upon which each Unit or other Partnership security will be issued, evidenced by certificates and assigned or transferred; (vii) the method for determining the Total Percentage Interest as to such Units or other Partnership securities; and (viii) the right, if any, of the holder of each such Unit or other Partnership security to vote on Partnership matters, including matters relating to the relative designations, preferences, rights, powers and duties of such Units or other Partnership securities. Except as expressly provided in this Agreement to the contrary, any reference to “Units” shall include the Class A Units and any other Classes that may be established in accordance with this Agreement. All Units of a particular Class shall have identical rights in all respects as all other Units of such Class, except in each case as otherwise specified in this Agreement.

  • Membership Units The Company is initially organized with One (1) class of Membership Interests, designated in Units, which Units are initially the only class of equity in the Company. The Units shall have no par value and shall be of a single class with identical rights. The Company shall have a first lien on the Units of any Member for any debt or liability owed by such Member to the Company. Additional and different classes of Membership Interests represented by different Units may be created and issued to new or existing Members on such terms and conditions as the Governors may determine. Such additional and different classes may have different rights, powers and preferences (including, without limitation, voting rights and distribution preferences), which may be superior to those of existing Members. Members shall have no preemptive rights to acquire additional or newly created Units.

  • Ltip Units (a) The General Partner may from time to time issue LTIP Units to Persons who provide services to the Partnership, for such consideration as the General Partner may determine to be appropriate, and admit such Persons as Limited Partners. Subject to the following provisions of this Section and the special provisions of Sections 4.5, 5.1(e), and 8.6, LTIP Units shall be treated as Limited Partnership Units, with all of the rights, privileges and obligations attendant thereto. For purposes of computing the Partners’ Percentage Interests, LTIP Units shall be treated as Common Units. (b) The Partnership shall maintain at all times a one-to-one correspondence between LTIP Units and Limited Partnership Units for conversion, distribution and other purposes, including without limitation complying with the following procedures: If an Adjustment Event (as defined below) occurs, then the General Partner shall make a corresponding adjustment to the LTIP Units to maintain a one-for-one conversion and economic equivalence ratio between Limited Partnership Units and LTIP Units. The following shall be “Adjustment Events:”

  • Status of Reacquired Units All Preferred Units which shall have been issued and reacquired in any manner by the Partnership shall be deemed cancelled and no longer outstanding.

  • Common Units The capital structure of the Company shall consist of one class of common interests (the "Common Units"). The Company shall have authority to issue one thousand (1,000) Common Units. Each Common Unit shall have one vote and shall otherwise be identical with each other Common Unit in every respect.

  • Restricted Share Units Restricted Share Units means Restricted Share Units granted to Participant under the Plan subject to such terms and conditions as the Committee may determine at the time of issuance.

  • Layoff Units A. A layoff unit is defined as the entity or administrative/organizational unit within the University used for determining the available options for employees who are being laid off. B. The layoff unit(s) are: 1. All employees covered by this Agreement in bargaining units A, B, and E; and 2. Project employment.

  • Class B Units Class B Unitholders shall not be entitled to vote in any matters relating to the Company, unless otherwise reserved to the Members by the Act. In addition to the other rights and obligations of Class B Unitholders hereunder, Class B Units shall entitle the holder of such Class B Units to (i) Tax Distributions pursuant to Section 4.01(b), and (ii) a preferred return equal to the Class B Preferred Return Amount. The Class B Preferred Return Amount shall not be required to be paid annually but shall accrue and become payable at the earlier of (x) the fifth (5th) anniversary of the Effective Time, or (y) a liquidation of, or a taxable sale of substantially all of the assets of, the Company. Upon the occurrence of an event referenced in clause (y) above, each Class B Unitholder shall also be paid such Class B Unitholder’s Class B Preferred Return Base Amount, in addition to all of the outstanding, accrued and unpaid Class B Preferred Return Amount. On the seventh (7th) anniversary of the Effective Time, each Class B Unitholder may, at its option and in accordance with the notice and other procedural provisions set forth in Section 11.01(a) (the “7 Year Put Option”), sell all (but not less than all) of its Class B Units to the Company for an amount equal to such Class B Unitholder’s Class B Preferred Return Base Amount plus any outstanding and accrued Class B Preferred Return Amount of such Class B Unitholder (the “Class B Option Consideration”) and, upon the exercise of the 7 Year Put Option by any Class B Unitholder, the Company shall purchase all of such holder’s Class B Units for the Class B Option Consideration. Notwithstanding anything herein to the contrary, no Class B Preferred Return Amount shall be due and payable with respect to such Class B Units pursuant this Section 3.02(b) at such time or times specified in this Section 3.02(b) unless such Class B Units remain issued and outstanding at such time or times and no Redemption or Direct Exchange of such Class B Units described in Article XI hereof has occurred.

  • 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.

  • Class A Units If a Warrantholder exercises Warrants in connection with a tender offer for settlement prior to the First Regular Call Date, each Class A Unit called in connection with such exercise shall receive, in addition to principal and accrued interest, $1.50 per Class A Unit from the proceeds of the Warrant exercise. Class B Payments: If a Warrantholder exercises Warrants, then the Class B Units designated to be called in connection with such exercise shall receive the corresponding portion of the Class B Present Value Amount, adjusted for accrued Class B Payments on the Class B Units otherwise paid. If the Underlying Security Issuer redeems Underlying Securities and the previous paragraph does not apply, then the Class B Units designated for a redemption in connection with such redemption of Underlying Securities shall receive the amount with respect to the Class B Present Value Amount allocated for distribution in accordance with the applicable provisions of the Distribution Priorities below, paid as of the date of such redemption as an additional distribution.

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