Private Equity Placement definition

Private Equity Placement has the meaning assigned to such term in the recitals.

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Private Equity Placement means the issuance of 42,778,812 Common Units by the Partnership to the Contributing Parties as part of the Aggregate Consideration pursuant to Section 2.2(a)(ii).

Private Equity Placement means the sale of Shares or Convertible Securities by the Company or any subsidiary of the Company now or hereafter existing in a transaction exempt from the registration requirements of the Act pursuant to Section 3(b) or 4(2) thereof or any applicable laws of jurisdictions of other countries or any rule or regulation thereunder.

Examples of Private Equity Placement in a sentence

• The Contributing Parties are being issued the Common Units in the Private Equity Placement and the Additional General Partner Units solely for the purpose of investment and not with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act or state securities laws.

• The Parties acknowledge that the Partnership has issued 4,142,857 General Partner Units (which number of Units is equal to 2/98ths of the number of Class C Units issued in the Private Equity Placement) to the General Partner (the “Additional General Partner Units”).

• The Class D Units issued in the Private Equity Placement shall be issued subject to the rights, preferences and privileges set forth in the Partnership Agreement, the Delaware LP Act and federal and state securities laws.

• The Parties acknowledge that the Partnership has (a) distributed the Cash Consideration to the Contributing Parties and (b) issued the Class D Units to WGP pursuant to the Private Equity Placement.

• The Contributing Parties are being issued the Class D Units in the Private Equity Placement and the Additional General Partner Units solely for the purpose of investment and not with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act or state securities laws.

• The Cash Consideration is net of the amount of the Additional GP Interest that the General Partner would otherwise have contributed to the Partnership in order to maintain its percentage interest in the Partnership in connection with the issuance of additional Common Units in the Underwritten Public Offering and the Private Equity Placement.

• The Common Units issued in the Private Equity Placement shall be issued subject to the rights, preferences and privileges set forth in the Partnership Agreement, the Delaware LP Act and federal and state securities laws.

• The Class C Units issued in the Private Equity Placement shall be issued subject to the rights, preferences and privileges set forth in the Partnership Agreement, as amended by the Partnership Agreement Amendment (the “Amended Partnership Agreement”), the Delaware Revised Uniform Limited Partnership Act and federal and state securities laws.

• Upon request by a Holder of Definitive Notes of any series and such Holder’s compliance with the provisions of this Section 2.06(e), the Registrar will register the transfer or exchange of Definitive Notes of such series.

• The Maker acknowledges and agrees that this Note shall only be paid out of the proceeds of a Private Equity Placement, except if an Event of Default (as defined in Section 3 hereof) occurs pursuant to Section 3(b), 3(c) or 3(d).

More Definitions of Private Equity Placement

Private Equity Placement means the issuance of 25,577,521 Class D Units by the Partnership to WGP as part of the Aggregate Consideration pursuant to Section 2.2(a)(ii).

Private Equity Placement means the issuance of 203,000,000 Class C Units by the Partnership to one or more of the Contributing Parties as part of the Aggregate Consideration pursuant to Section 2.2(a).

Private Equity Placement means the private placement of approximately $77,500,000 by the Company of its Capital Stock pursuant to a Common Unit and Class B Unit Purchase Agreement dated August 4, 2006 among the Company and the purchasers party thereto.

Private Equity Placement means the issuance of Common Units by the Partnership to one or more of the Seller Parties.