Buyer Common Units definition
Examples of Buyer Common Units in a sentence
Buyer currently has sufficient immediately available funds in cash or pursuant to financing arrangements to which it is a party and sufficient authorized Buyer Common Units to pay and issue the Purchased Assets Consideration and the Contributed Assets Consideration, as applicable, pursuant to this Agreement and to effect the transactions contemplated hereby.
All of the issued and outstanding Buyer Common Units have been and, upon issuance pursuant to this Agreement, the Consideration Units will be, (a) duly authorized, validly issued, and fully paid and non-assessable (except as such non-assessability may be affected by Sections 17-303, 17-607 or 17-804 of the Delaware Revised Uniform Limited Partnership Act, as amended from time to time) and (b) issued in compliance with all applicable state and federal securities Laws.
Buyer may adopt any procedures and take any steps it deems reasonably necessary to prevent any transfers of Buyer Common Units or other securities issued by Buyer in respect of any Buyer Common Units by Seller and its affiliates in violation of Section 5.15, including issuing stop transfer orders to its transfer agent.
The Buyer Common Units to be issued in the Merger shall have been approved for listing on the NYSE subject to official notice of issuance.
The Board of Directors of Buyer GP Holdco at a meeting duly called and held, has by unanimous vote (i) determined that this Agreement and the transactions contemplated hereby are advisable, fair to and in the best interests of Buyer and the holders of Buyer Common Units, (ii) approved this Agreement and (iii) recommended that the Merger and this Agreement, including the issuance of Buyer Common Units, be approved and adopted by the holders of Buyer Common Units.
Cases are most often referred to another lawyer to handle when a specialist is needed or when the case would be prepared and tried in a different forum.
At or before the Effective Time, Buyer shall deposit with the Exchange Agent for the benefit of the Holders of MLP Units for exchange in accordance with this Article III, through the Exchange Agent, certificates representing New Buyer Common Units and an amount of cash sufficient to effect the delivery of the Cash Consideration less the CW Holdings Cash Payment Amount.
Upon the issuance of New Buyer Common Units to the Holders of MLP Units in accordance with this Section 3.4, Buyer and Buyer General Partner shall be deemed to have automatically consented to the admission of such holder as a limited partner of Buyer in respect of its New Buyer Common Units and shall reflect such admission on the books and records of Buyer.
Where this is not possible, approval must be obtained from the appropriate member of Council staff listed in the Council Delegations.To protect Council’s best interests, terms and conditions must be settled in advance of any commitment being made with a supplier.
Each of the outstanding Buyer Common Units and the limited partner interests represented thereby have been duly authorized and validly issued in accordance with applicable Law and the Buyer Partnership Agreement, and are fully paid (to the extent required under the Buyer Partnership Agreement) and non-assessable (except to the extent such non-assessability may be affected by Sections 17-607 and 17-804 of DRULPA).