The Purchased Units Clause Samples
The Purchased Units. The purchased Units upon issuance:
(i) are, or will be, free and clear of any security interests, liens, claims or other encumbrances, subject only to restrictions upon transfer under the 1933 Act and any applicable state securities laws;
(ii) have been, or will be, duly and validly authorized and on the date of issuance of the Units, the Units will be duly and validly issued, fully paid and nonassessable or if resold in a transaction registered pursuant to the 1933 Act and pursuant to an effective registration statement or exempt from registration will be free trading, unrestricted and unlegended;
(iii) will not have been issued or sold in violation of any preemptive or other similar rights of the holders of any securities of the Company or rights to acquire securities of the Company; and
(iv) will not subject the holders thereof to personal liability by reason of being such holders.
The Purchased Units. Seller has good and valid title to all of the Purchased Units, free and clear of all Liens. Other than as required or permitted under the Transaction Agreements, none of the Purchased Units is subject to any voting trust agreement or other Contract, including any Contract restricting or otherwise relating to the voting, dividend rights, registration, transfer or disposition of the Purchased Units.
The Purchased Units. 13.1.18.1 subject to compliance with the prudent investor standards and general provisions and restrictions of the federal or Ontario statutes listed under the heading "Eligibility for Investment" in the Prospectus (and, where applicable, the regulations under those statutes) and, in certain cases, subject to the satisfaction of additional requirements relating to investment or lending policies, standards, procedures or goals and, in certain cases, subject to the filing of those policies, standards, procedures or goals, will not at the date of their issue be precluded as investments under those statutes;
13.1.18.2 will be qualified investments under the Income Tax Act (Canada) and the regulations thereunder (the "TAX ACT") for trusts governed by registered retirement savings plans, registered retirement income funds, deferred profit sharing plans (together, the "PLANS") and for trusts governed by registered education savings plans provided the Fund is a mutual fund trust under the Tax Act; and
13.1.18.3 do not constitute "foreign property" for the purposes of the tax imposed under Part XI of the Tax Act on Plans, registered investments and other tax exempt entities, including most registered pension funds or plans; and
The Purchased Units. The Purchased Units have been duly and validly issued to the Seller and are fully paid and nonassessable and are legally and beneficially owned by the Seller, free and clear of all Liens.
The Purchased Units. Such Seller Party has good and valid title to, and is the record and beneficial owner of, the Rollover Units and Purchased Units set forth opposite such Seller’s name on Exhibit A, free and clear of all Liens except for transfer restrictions imposed by applicable securities Laws. The Rollover Units and Purchased Units set forth on Exhibit A constitute all of the issued and outstanding Equity Interests of Parent. Upon the consummation of the transactions contemplated by this Agreement and the Other Transaction Documents at the Closing, and upon Sellers’ receipt of the Net Proceeds Amount in accordance with Section 2.3(a), good and valid title to the Purchased Units will pass to Buyer, free and clear of any Liens except for transfer restrictions imposed by applicable securities Laws. Other than this Agreement and the Pre-Closing Parent LLC Agreement, such Seller Party is not subject to any voting trust, proxy or other Contract with respect to any of the Parent Equity Units, including any Contract (i) restricting or otherwise relating to the voting, dividend rights or disposition of any of the Parent Equity Units, or (ii) giving any other Person any rights with respect to any Parent Equity Unit.
The Purchased Units