Examples of WPZ Common Units in a sentence
As of the date of this Agreement, the Company indirectly owns (i) 339,664,088 WPZ Common Units and 14,432,380 WPZ Class B Units, which together, as the date of this Agreement, represented 58.9% of the outstanding limited partner interest in WPZ, (ii) the WPZ General Partner Interest and (iii) all of the WPZ IDRs, in each case, free and clear of any Liens other than Company Permitted Liens.
Except as set forth in the WPZ Partnership Agreement as in effect on the date hereof, there are no outstanding obligations of WPZ or any of its Subsidiaries or Affiliates to repurchase, redeem or otherwise acquire any WPZ Common Units, WPZ Class B Units or other partner interests, voting securities or equity interests or any rights of WPZ or any of its Subsidiaries or Affiliates.
After the Effective Time, there shall be no further transfer on the records of WPZ or its transfer agent of WPZ Certificates or Book-Entry WPZ Common Units; and if such WPZ Certificates or Book-Entry WPZ Common Units are presented to WPZ or its transfer agent for transfer, they shall be canceled against delivery of the appropriate Merger Consideration, any Fractional Unit Payment and any distributions payable pursuant to Section 2.2(c) as hereinabove provided.
By its Surrender of a WPZ Certificate or Book-Entry WPZ Common Units, or by its acceptance of ACMP Common Units, a former Holder of WPZ Common Units confirms its agreement to be bound by all of the terms and conditions of the ACMP Partnership Agreement, including any power of attorney granted therein.
The Consent Statement/Prospectus shall have been cleared by the SEC and mailed to Holders of WPZ Common Units (in accordance with Regulation 14A of the Exchange Act) at least 20 Business Days prior to the Closing.
Any ACMP Common Units, or fraction thereof, and any remaining amount of the Exchange Fund or other funds deposited shall be returned to ACMP after the earlier to occur of (x) payment in full of all amounts due to the Holders of WPZ Common Units, to the holder of the WPZ General Partner Interest (and its successor) or to the Exchange Agent and (y) the expiration of the period specified in Section 2.2(e).
Each of the WPZ Common Units, other than the WPZ Common Units held directly or indirectly by the Xxxxxxxx Parties, outstanding immediately prior to the Effective Time shall be converted into the right to receive 0.86672 ACMP Common Units (such number of ACMP Common Units, the “Public Unitholder Consideration”).
ACMP General Partner consents to the admission to ACMP as a limited partner of ACMP of each Holder of WPZ Common Units who is issued ACMP Common Units in exchange for such Holder’s WPZ Common Units in accordance with this Article II upon the proper Surrender of a WPZ Certificate or Book-Entry WPZ Common Units.
Each of the WPZ Common Units held directly or indirectly by any of the Xxxxxxxx Parties and outstanding immediately prior to the Effective Time shall be converted into the right to receive 0.80036 ACMP Common Units (such number of ACMP Common Units, the “Affiliated Unitholder Consideration”).
Xxxxx & Co. Incorporated, dated as of the Execution Date, to the effect that, as of the date thereof and subject to the assumptions, limitations, qualifications and other matters considered in the preparation thereof, the Public Unitholder Consideration, including the related exchange ratio, to be received by the Holders of WPZ Common Units who are not Xxxxxxxx Parties in the Merger pursuant to this Agreement is fair, from a financial point of view, to such Holders.