New TMM Units definition

New TMM Units means partnership units in New TMM Holdings II Limited Partnership, a Cayman Islands limited partnership.
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New TMM Units shall have the meaning set forth in the Recitals.
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New TMM Units has the meaning attributed to such term in the Stockholders Agreement.
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Examples of New TMM Units in a sentence

  • Except as otherwise permitted by the New TMM LPA or as otherwise agreed by holders of a majority of the outstanding shares of Class B Common Stock, dividends of cash or property may be declared and paid on the Class A Common Stock only if there is a concurrent and proportionate dividend paid to the holders of outstanding New TMM Units.

  • In the event that any outstanding share of Class B Common Stock shall cease to be held by a holder of New TMM Units, such share shall automatically and without further action on the part of the Corporation or any holder of Class B Common Stock be transferred to the Corporation and thereupon shall be retired and cease to be outstanding and may not be reissued by the Corporation.

  • In the event that no New TMM Units remain exchangeable for shares of Class A Common Stock, the Class B Common Stock will be transferred to the Corporation and thereupon shall be retired.

  • The undersigned hereby irrevocably constitutes and appoints any officer of the Corporation as the attorney of the undersigned, with full power of substitution and resubstitution in the premises, to do any and all things and to take any and all actions that may be necessary to transfer to the Corporation the shares of Class B Common Stock and New TMM Units subject to this Election of Exchange and to deliver to the undersigned the shares of Class A Common Stock to be delivered in Exchange therefor.

  • The rights of a Holder hereunder may be assigned (but only with all related obligations as set forth below) in connection with a Transfer of New TMM Units, shares of Class B Common Stock or Registrable Securities effected in accordance with the terms of the Limited Partnership Agreement of TMM Holdings II Limited Partnership and this Agreement to a Permitted Transferee of that Holder.

  • The parties each acknowledge and agree that no shares of Class B Common Stock may be Transferred or issued unless a corresponding number of New TMM Units are Transferred or issued therewith (including any transfers or issuances of shares of Class B Common Stock held in treasury or otherwise, by the Company or any of its subsidiaries) and that the Company will not register any Transfers of shares of Class B Common Stock that do not satisfy this Section 4.5.

  • To the extent New TMM issues New TMM Units in the future, then the holder of such New TMM Units shall have the right to execute and deliver a joinder to this Agreement, substantially in the form of Exhibit B hereto, whereupon such holder shall become a Holder hereunder.

  • The undersigned, having acquired shares of Class B Common Stock and New TMM Units, hereby joins and enters into the Agreement.

  • The Company shall use its reasonable best efforts to keep the Exchange Registration Statement continuously effective under the Securities Act until the date as of which no Manager holds Class B Common Stock or New TMM Units.

  • As required by the Code and the Treasury Regulations, the parties shall report any Exchange consummated hereunder as a taxable sale of the New TMM Units and shares of Class B Common Stock by a Holder to the Corporation, and no party shall take a contrary position on any income tax return or amendment thereof unless an alternate position is permitted under the Code and Treasury Regulations and the Corporation consents in writing.

Related to New TMM Units

  • LP Units means the non-voting limited partnership units in the capital of BEP, other than the Preferred Units, including any LP Units issued pursuant to the Redemption-Exchange Mechanism.

  • Initial Units means, with respect to any Initial Limited Partner, the aggregate number of Class A Units owned by such Initial Limited Partner as of the date of this Agreement.

  • LLC Units has the meaning set forth in the LLC Agreement.

  • Over-Allotment Units means the additional number of Private Units the Sponsor will be required to purchase in the event that the underwriters in the Company’s initial public offering exercise their over-allotment option, as described in the prospectus relating to the Company’s initial public offering.

  • Offered Units shall have the meaning set forth in Section 11.1 hereof.

  • Common Units is defined in the Partnership Agreement.

  • Class B LP Units means, collectively, the Class B limited partnership units of the Partnership, and “Class B LP Unit” means any one of them.

  • Initial Common Units means the Common Units sold in the Initial Offering.

  • Company Units has the meaning set forth in the Recitals.

  • Option Units means the Common Units that the Partnership will agree to issue upon an exercise of the Over-Allotment Option.

  • OP Units means units of limited partnership interest in the Operating Partnership.

  • Units means the units of the Company, each comprised of one share of Common Stock and one-half of one Warrant.

  • Class A LP Units means the Class A limited partnership units of the Partnership.

  • Additional Units means such Units (as defined herein) as are issued in respect of Additional Securities."

  • General Partner Units has the meaning assigned to such term in the Partnership Agreement.

  • Class B Units means the Class B Units of the Company.

  • Purchased Units means, with respect to a particular Purchaser, the number of Common Units equal to the aggregate Purchase Price set forth opposite such Purchaser’s name under the column titled “Purchase Price” set forth on Schedule A hereto divided by the Common Unit Price.

  • Co-op Shares Shares issued by private non-profit housing corporations.

  • Class A Units means the Units of partnership interest in the Partnership designated as the “Class A Units” herein and having the rights pertaining thereto as are set forth in this Agreement.

  • Membership Units means membership interests in the Company.

  • VMTP Shares has the meaning set forth in the preamble to this Agreement.

  • Junior Units means Common Units and any other equity securities that the Partnership may issue in the future ranking, as to the payment of distributions, junior to the Series A Preferred Units.

  • Partnership Units or “Units” has the meaning provided in the Partnership Agreement.

  • SpinCo Shares means the shares of common stock, par value $0.01 per share, of SpinCo.

  • Coop Shares Shares issued by a Cooperative Corporation.

  • Common Unitholder means a Member who is the registered holder of Common Units.