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.
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.
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).
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 Agreement, the Holdings LPA, the Tax Receivables Agreement, the Investor Rights Agreement, the Exchange Agreement and the BCA (as applicable) constitutes the entire agreement between the parties to this Agreement pertaining to the subject matter of this Agreement, and fully supersede any and all prior or contemporaneous agreements or understandings between the parties to this Agreement pertaining to the subject matter of this Agreement, including the Original Agreement.
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.
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.
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).
PubCo and its Subsidiaries (including the General Partner) may, subject to the limitations of this Agreement (including Section 3.4) and the Holdings LPA (as applicable) acquire Partnership Interests, Holdings Units and Holdings GP Units, and shall be entitled to exercise all rights of a Partner relating to such Partnership Interests, Holdings Units and Holdings GP Units (pursuant to and in accordance with the Holdings LPA).