Examples of Parsley LLC in a sentence
This Agreement, together with the A&R Parsley LLC Agreement, constitute the entire agreement among the Parties pertaining to the transactions contemplated hereby, and together supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties pertaining thereto.
The aggregate number of PE Units to be distributed to the members of Parsley LLC shall be determined by the Board of Managers of Parsley LLC and shall be set in a manner designed so that each PE Unit is economically equivalent to one share of Class A Common Stock, as described in the Registration Statement.
Upon consummation of the Offering contemplated by this Agreement, the Company will (i) contribute the net proceeds of the Offering to Parsley Energy, LLC, a Delaware limited liability company (“Parsley LLC”), in exchange for units of membership interest in Parsley LLC (the “PE Units”) and (ii) become the sole managing member of Parsley LLC.
The aggregate purchase price will consist of (i) approximately $1.4 billion in cash and (ii) approximately 39.4 million units in Parsley LLC (“PE Units”) and approximately 39.4 million corresponding shares of Parsley’s Class B common stock.
Subject to the terms of the Parsley LLC Agreement, holders of PE Units (the “PE Unitholders”) (other than the Company) generally have the right to exchange all or a portion of their PE Units (together with a corresponding number of shares of Class B common stock) for Class A common stock at an exchange ratio of one share of Class A common stock for each PE Unit (and corresponding share of Class B common stock) exchanged.
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The aggregate purchase price consisted of (i) approximately $1.4 billion in cash and (ii) approximately 39.4 million units in Parsley LLC (“PE Units”) and approximately 39.4 million corresponding shares of Parsley’s Class B common stock.
In accordance with Section 5.01(a) and Section 5.02 of the Indenture, Parsley LLC expressly assumes all of the Obligations of the Parent under the Notes and the Indenture and hereafter shall be deemed the “Parent” and a “Guarantor” for all purposes under the Notes and the Indenture.
The Jagged Peak 2026 Notes are the senior unsecured obligations of Jagged Peak LLC, which became a wholly owned subsidiary of Parsley LLC upon the completion of the Jagged Peak Acquisition, and the other subsidiaries of Parsley LLC that are guarantors of the Jagged Peak 2026 Notes.
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