Examples of OpCo LPA in a sentence
On the Execution Date, OpCo shall issue to the Partnership, and the Partnership shall accept from OpCo, as of the Effective Time, the New Interest, free and clear of any Liens other than transfer restrictions imposed thereon by securities Laws or OpCo LPA, and in exchange for the issuance of the New Interest by OpCo, the Partnership shall pay on the Execution Date to OpCo the Cash Consideration.
All of the outstanding partnership interests in OpCo are duly authorized, validly issued, fully paid (to the extent required by the OpCo LPA) and nonassessable (except as such nonassessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware Revised Uniform Limited Partnership Act), and were issued free of preemptive rights in compliance with applicable Laws.
All of the outstanding partnership interests in OpCo are duly authorized, validly issued and fully paid (to the extent required by the OpCo LPA) and nonassessable (except as such nonassessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware Revised Uniform Limited Partnership Act), and were issued free of preemptive rights in compliance with applicable Laws.
Other than as set forth in the Company LLCA, OpCo LPA or SFV LLCA, no Person has any present or future right to acquire all or any portion of such Seller’s Interests.
At the Closing, OpCo shall issue to the Partnership, and the Partnership shall accept from OpCo, effective as of the Effective Date, the New Interest, free and clear of any Liens other than transfer restrictions imposed thereon by securities Laws or the OpCo LPA, and in exchange for the issuance of the New Interest by OpCo, the Partnership shall pay on the Closing Date to OpCo the Consideration.
Sellers shall take all such actions necessary to (i) consummate the Transactions under the Company LLCA, the OpCo LPA and the SFV LLCA and as required by the transfer agent of the Company and (ii) cause the admission of the Purchaser as a “Substitute Member” (as such term is used in the Company LLCA, the OpCo LPA and the SFV LLCA, as applicable).
Other than as set forth in the Company LLCA, OpCo LPA or SFV LLCA, no other Person, has any option, call, warrant, commitment or similar right with respect to the Interests owned by such Seller and such Seller has not entered into any agreement or contract (whether written or oral) with any Person imposing, or that would reasonably be expected to impose, a Lien on the Interests.