Unit Acquisition Clause Samples
The Unit Acquisition clause defines the terms and conditions under which one party may acquire units, shares, or interests in a company or entity. Typically, this clause outlines the process for purchasing units, including pricing mechanisms, eligibility requirements, and any restrictions on transfer or ownership. For example, it may specify that units can only be acquired by approved investors or that certain procedures must be followed for a valid transfer. The core function of this clause is to provide a clear framework for the acquisition of ownership interests, thereby ensuring transparency and reducing disputes over how units can be bought or sold.
Unit Acquisition. Any “person” (as such term is defined in Section 3(a)(9) of the Exchange Act and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) is or becomes a “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of CEP representing 25% or more of the combined voting power of CEP’s then outstanding securities eligible to vote for the election of the Board (the “CEP Voting Securities”); provided, however, that none of CEG or its Affiliates shall be deemed such a person unless CEG or any of its Affiliates shall after the date of this Agreement become the beneficial owner, directly or indirectly, of CEP Voting Securities representing 33 1/3% or more of the CEP Voting Securities then outstanding; and provided further, however, that, except with respect to CEG or any of its Affiliates, the event described in this paragraph (ii) shall not be deemed to be a change in control by virtue of any of the following acquisitions (A) by CEP or any organization with respect to which CEP owns a majority of the outstanding equity interest or has the power to vote or direct the voting of sufficient securities to elect a majority of the Managers (or equivalent) (a “Subsidiary Company”), (B) by any employee benefit plan (or related trust) sponsored or maintained by CEP or any Subsidiary Company, (C) by any underwriter temporarily holding securities pursuant to an offering of such securities, (D) pursuant to a Non-Qualifying Transaction (as defined in paragraph (iii)), or (E) pursuant to any acquisition by Executive or any group of persons including Executive (or any entity controlled by Executive or any group of persons including Executive);
Unit Acquisition. The sale of all or substantially all of the Unit Assets under and as contemplated by the Unit PSA shall have occurred substantially concurrently with the purchase of the Initial Tranche A Notes, in accordance with the terms and conditions of the Unit PSA (without giving effect to any modifications, waivers, amendments or other changes thereto, or consents granted thereunder (including any consent deemed granted as a result of a failure to object), that could reasonably be expected to be adverse to the Holders, it being agreed and understood that any increase in the purchase price that is not funded solely with equity or any sale of less than all or substantially all of the Unit Assets, in each case, other than in accordance with the terms of the Unit PSA as in effect on October 24, 2023 (as amended by the Closing Agreement, dated as of December 13, 2023, between Unit Petroleum Company, as seller, and Issuer, as buyer), shall be deemed adverse to the Holders).
Unit Acquisition