Examples of Holdings LPA in a sentence
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 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.
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”).
From and after the Effective Date, you will (subject to the provisions of this Section 12) 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.
Not later than the fifth Business Day prior to the Closing, GP Holdings shall take actions consistent with the Existing GP Holdings LPA to cause (or otherwise duly authorize such action sufficient to cause) each economic interest of each partner of GP Holdings to be represented by “units” (the “ GP Holdings Units”) in the same aggregate proportion as the interests of the GP Holdings are held immediately prior to such action.
Section 5.6(d) of the Borrower LPA and Section 7.01(c) of the Holdings LPA provide that in the event that a Common Unit is redeemed or cancelled, a corresponding Class A Unit must be redeemed or cancelled to reflect the redemption or cancellation of such Common Unit.
Nothing contained in this Agreement shall be deemed to prohibit (x) the General Partner from executing guarantees of Partnership debt for which it would otherwise be liable in its capacity as General Partner or (y) the actions and operations permitted by the Holdings LPA with respect to the parties thereto.