Holdings LPA definition
Examples of Holdings LPA in a sentence
The rate at which each Pi Holdings Unit (together with one-hundredth (1/100th) of a share of Pi Series A Preferred Stock) may be exchanged for shares of Pi Common Stock pursuant to the terms of the Pi Holdings LPA is one for one.
All of the Pi Holdings Units held by Pi are held free and clear of all Encumbrances, other than transfer restrictions of general applicability as may be provided under the Securities Act or other applicable securities Laws or as set forth in the Pi Holdings LPA.
For the avoidance of doubt, restrictions applicable to the Common Units (as set forth in this Agreement) or Holdings Units (as set forth in the Holdings LPA) and Class C Shares and Class D Shares (as set forth in the PubCo Charter) shall not apply to Class A Shares or Class B Shares received in respect thereof in connection with an Exchange (or Direct Exchange).
A portion of such limited partnership shall be a capital interest and a portion of it shall be a profits interest (within the meaning of IRS Revenue Procedures 93-27 and 2001-43), as set forth in the Holdings LPA.
The Optionholder Subscription Agreement shall set forth the terms and conditions of such Company Securityholder’s subscription and shall provide that the applicable Company Securityholder will invest a portion of such Company Securityholder’s after-tax Merger Consideration, as applicable, in exchange for the issuance by LP Holdings of limited partnership interests in LP Holdings, in accordance with the terms of the Optionholder Subscription Agreement and the LP Holdings LPA.
This Agreement, together with the Eclipse Holdings LPA, constitutes the entire agreement among the Parties pertaining to the transactions contemplated hereby, and together supersede all prior agreements, understandings, negotiations, and discussions, whether oral or written, of the Parties pertaining thereto.
From and after the Effective Date, you will (subject to the provisions of this Section 13) be bound by the provisions of Article IX of the TPG Partner Holdings LPA as if such provisions were expressly set forth in this Agreement and shall not engage in Competition within the meaning of the GP LLC Agreement (such obligations, the “Restrictive Covenants”).
This Amendment, the Roll-Up Agreement as amended hereby and the Holdings LPA contain the complete agreement among the parties with respect to the subject hereof and thereof, and supersede any prior understandings, agreements, letters of intent, or representations by or among such parties, written or oral, to the extent they relate to the subject matter hereof.
Upon any issuance of Company Securities pursuant to any Exchange Agreement or a conversion provision contained in this Agreement or contained in the Ben Holdings LPA, the Managing Member shall determine the disposition or allocation of any interests (including in any capital account) in Ben Holdings as necessary or appropriate in connection with such conversion.
Each of the Investment Agreement, the Exchange Agreement, the Tax Receivables Agreement, the Purchaser LPA, the Management Holdings LPA, the Fund Holdings LPA and the Lock-Up Agreements in substantially the forms attached as exhibits to this Agreement shall have been duly authorized, executed and delivered by each of the parties thereto (other than the Seller) and shall be in full force (it being understood that the provisions of such agreements shall not be effective until the Effective Time).