Capital Contributions and Issuance of Partnership Interests. Section 5.1
Capital Contributions and Issuance of Partnership Interests. Section 5.1 Organizational Contributions 40 Section 5.2 Contributions by the General Partner 40 Section 5.3 Contributions by Initial Limited Partners 40 Section 5.4 Interest and Withdrawal 40 Section 5.5 Capital Accounts 41 Section 5.6 Issuances of Additional Partnership Interests and Derivative Instruments 44 Section 5.7 Conversion of Subordinated Units 45 Section 5.8 Limited Preemptive Right 45 Section 5.9 Splits and Combinations 45 Section 5.10 Fully Paid and Non-Assessable Nature of Limited Partner Interests 46 Section 5.11 Issuance of Common Units in Connection with Reset of Incentive Distribution Rights 46
Capital Contributions and Issuance of Partnership Interests. Section 5.1 Contributions by the General Partner and the Initial Limited Partners 56 Section 5.2 Maintenance of General Partner’s Percentage Interest 56 Section 5.3 Contributions by Limited Partners 56 Section 5.4 Interest and Withdrawal 56 Section 5.5 Capital Accounts 56 Section 5.6 Issuances of Additional Partnership Interests 61 Section 5.7 Limited Preemptive Right 62 Section 5.8 Splits and Combinations 62 Section 5.9 Fully Paid and Non-Assessable Nature of Limited Partner Interests 63 Section 5.10 Issuance of Common Units in Connection with Reset of Incentive Distribution Rights 63 Section 5.11 Establishment of Class B Preferred Units 65 Section 5.12 Establishment of Class C Preferred Units 73 Section 5.13 Establishment of Class D Preferred Units 82
Capital Contributions and Issuance of Partnership Interests. Section 5.1 Contributions to the Partnership. The General Partner and the Limited Partners have previously made Capital Contributions for interests in the Partnership.
Capital Contributions and Issuance of Partnership Interests. Section 5.1 Organizational Contributions. 31
Section 5.2 Contributions by the General Partner and the Organizational Limited Partner; Assumption by the Partnership. 31
Section 5.3 Contributions by Initial Private Purchasers. 32 Section 5.4 Interest and Withdrawal. 32 Section 5.5 Capital Accounts. 33 Section 5.6 Issuances of Additional Partnership Securities. 35
Capital Contributions and Issuance of Partnership Interests. Section 5.1. Initial Contributions................................................... 16 Section 5.2. Contributions Pursuant to the Contribution Agreement.................... 16 FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF HEP OPERATING COMPANY, L.P.
Capital Contributions and Issuance of Partnership Interests. SECTION 5.1. Organizational Contributions and Issuances of Common Units.
(a) In connection with the formation of the Partnership under the Delaware Limited Partnership Act, the Organizational Limited Partner made an initial Capital Contribution to the Partnership in the amount of $100.00 for a 100% Limited Partner Interest in the Partnership and has been admitted as a Limited Partner of the Partnership. On the Merger Closing Date, the Capital Contribution of the Organizational Limited Partner was returned, without interest, the Organizational Limited Partner withdrew from the Partnership, and the Organizational Limited Partner, as such, ceased to have any further rights, claims or interests as a Partner in and to the Partnership.
(b) On the Merger Closing Date, in connection with the closing of the Merger, each WebFinancial Investor was issued one (1) regular Common Unit for each share of common stock of WebFinancial owned by such WebFinancial Investor. The aggregate number of regular Common Units issued to WebFinancial Investors in connection with the closing of the Merger was 2,183,366.
(c) On the Exchange Closing Date, in connection with the closing of the Exchange, SP II Master Fund contributed to the Partnership its 100% limited partnership interest in SP II and in exchange, SP II Master Fund initially received 61,056,571 regular Common Units, of which 59,186,007 regular Common Units are subject to adjustments pursuant to the Exchange Agreement.
(d) On the Exchange Closing Date, the General Partner made a Capital Contribution to the Partnership in the amount of $10,000.00 and was issued 497 regular Common Units in its capacity as a Limited Partner in consideration for such Capital Contribution.
(e) No Limited Partner shall be obligated to make any additional Capital Contributions to the Partnership.
SECTION 5.2. Contributions by the General Partner and its Affiliates. The General Partner shall not be obligated to make any additional Capital Contributions to the Partnership.
Capital Contributions and Issuance of Partnership Interests. Section 5.1 General Partner and Limited Partner Interests; Conversion of
Capital Contributions and Issuance of Partnership Interests. Section 5.1 Contributions by the General Partner and its Affiliates.
(a) In connection with the formation of the Partnership under the Delaware Act, the General Partner made an initial Capital Contribution to the Partnership in the amount of $1,000, for a General Partner Interest in the Partnership and was admitted as the Managing General Partner of the Partnership, and the Special General Partner and Coffeyville Resources each made an initial Capital Contribution to the Partnership in the amount of $1,000 and were admitted as the Special General Partner and Limited Partner, respectively, of the Partnership. Immediately after the close of business on October 24, 2007, the initial $1,000 contributed by each of the Special General Partner and Coffeyville Resources was refunded as provided in the Contribution Agreement.
(b) Immediately after the close of business on October 24, 2007 and pursuant to the Contribution Agreement, Coffeyville Resources conveyed: (i) a portion of its interest in Coffeyville Resources Nitrogen Fertilizer, LLC to the Partnership on behalf of the General Partner, as a Capital Contribution in exchange for the issuance to the General Partner of the General Partner Interest; (ii) a portion of its interest in Coffeyville Resources Nitrogen Fertilizer, LLC to the Partnership on behalf of the Special General Partner, as a Capital Contribution in exchange for the issuance to the Special General Partner of Special GP Units; and (iii) the remaining portion of its interest in Coffeyville Resources Nitrogen Fertilizer, LLC to the Partnership as a Capital Contribution in exchange for the issuance to Coffeyville Resources of Special LP Units.
(c) Pursuant to the Amended Contribution Agreement, (i) Coffeyville Resources contributed all of its Special LP Units to the Partnership in exchange for the issuance to Coffeyville Resources of 0.1% of the Sponsor Consideration (as that term is defined in the Amended Contribution Agreement); (ii) the Special General Partner contributed all of its Special GP Units to the Partnership in exchange for the issuance to the Special General Partner of 99.9% of the Sponsor Consideration; (iii) the Partnership repurchased the Incentive Distribution Rights from the General Partner in exchange for $26.0 million, and the Incentive Distribution Rights are being extinguished hereby; (iv) the General Partner distributed $26.0 million to Coffeyville Acquisition III; and (v) the Organizational Limited Partner will purchase the...
Capital Contributions and Issuance of Partnership Interests. 5.1 Previous Capital Contributions The Partners (or their predecessors) have heretofore made Capital Contributions to the Partnership as provided in the previous versions of the partnership agreement superseded by this Agreement.
