OpCo Interests definition
Examples of OpCo Interests in a sentence
The OpCo Interests have been duly authorized, validly issued, fully paid and are non-assessable and are not subject to preemptive rights, and are held by SPAC free and clear of all Liens, other than transfer restrictions under applicable securities Laws and OpCo’s Organizational Documents.
The OpCo Interests have been duly authorized, validly issued, fully paid and are non-assessable and are not subject to preemptive rights, and are held by SPAC free and clear of all Liens, other than restrictions under applicable securities Laws and OpCo’s Organizational Documents.
All the Company Interests and the OpCo Interests have been issued and granted in compliance in all material respects with (i) applicable securities Laws and (ii) all preemptive rights and other requirements set forth in the organizational documents of the Company and OpCo, as applicable.
Summit MLP acknowledges that the OpCo Interests are not registered pursuant to the Securities Act of 1933, as amended (the “1933 Act”), and that none of the OpCo Interests may be transferred, except pursuant to an effective registration statement or an applicable exemption from registration under the 1933 Act.
Summit MLP is acquiring the OpCo Interests for its own account as an investment without the present intent to sell, transfer or otherwise distribute the same to any other Person (other than Summit Midstream) in violation of any state or federal securities Laws.
The consummation of the contribution of the OpCo Interests (the “Closing”) shall take place at the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ as soon as possible, but in no event later than three Business Days after satisfaction or waiver of all of the conditions set forth in Article VIII (other than those that are to be satisfied or waived at Closing), or at such other time or place as the Parties may agree in writing.
In consideration for the Petro 2 Contribution, OpCo shall (i) issue OpCo Interests to WPT in accordance with Section 2.6, (ii) assume notes associated with the property contributed and (iii) distribute $____ to WPT, which, to the maximum extent possible, shall be treated as reimbursement of preformation capital expenditures within the meaning of Treasury Regulation Section 1.707-4(d).
There are no equity interests issued or outstanding in the Company or OpCo other than the Company Interests and the OpCo Interests, respectively.
On the terms and subject to the conditions set forth in this Agreement, SMP Holdings agrees to contribute and assign to Summit MLP, and Summit MLP agrees to receive and accept from SMP Holdings, at Closing, all of the OpCo Interests, free and clear of all Liens other than those arising under state or federal securities Laws or the applicable Operating Agreement.
Existing OpCo Interests On and from the Restructuring Effective Date, the Existing OpCo Interests will be transferred and/or cancelled in accordance with the Steps Plan, with no recovery on account thereof for the holders thereof.