Subject Common Units definition
Examples of Subject Common Units in a sentence
In acquiring the Member Interests and the Subject Common Units, Buyer is not offering or selling, and shall not offer or sell the Member Interests or the Subject Common Units, in connection with any distribution of any of such Member Interests or Subject Common Units, and Buyer has no participation and shall not participate in any such undertaking or in any underwriting of such an undertaking except in compliance with applicable federal and state securities Laws.
All of the issued and outstanding MLP Common Units, including the Subject Common Units, are listed on the NYSE.
Upon the request of any Party at any time on or after the Closing Date, each of the other Parties will promptly execute and deliver, such further instruments of assignment, transfer, conveyance, endorsement, direction or authorization and other documents as the requesting Party or its counsel may reasonably request in order to perfect title of Buyer and its successors and assigns to the Member Interests and the Subject Common Units or otherwise to effectuate the purposes of this Agreement.
Seller owns the Subject Common Units free and clear of any Encumbrances, except for (i) restrictions on transfer arising under applicable securities Laws and (ii) the applicable terms and conditions of the Organizational Documents of the MLP.
Buyer (including to the best of the Knowledge of the Buyer any Person for whom Buyer will hold the Subject Common Units) is an Eligible Holder (as that term is defined in the Partnership Agreement).
Buyer acknowledges that it can bear the economic risk of its investment in the Member Interests and the Subject Common Units, and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Member Interests and the Subject Common Units.
Other than this Agreement, there are no outstanding options, warrants or similar rights to purchase or acquire from LP Holdings or Operating any of the Subject Common Units.
The term “Bidder Confidentiality Agreements” shall mean the confidentiality agreements between any of the Selling Parties or any of their Affiliates or advisors and prospective purchasers (other than Buyer or its Affiliates) of the Member Interests and the Subject Common Units.
The Purchase Price will be allocated among the Member Interests and the Subject Common Units as agreed to by Buyer and the Selling Parties prior to Closing.
The Subject Common Units have been duly authorized and validly issued and are fully paid and non-assessable except to the extent specified in Sections 17-303 and 17-607 of the Delaware Revised Uniform Limited Partnership Act (the “DRULPA”).