Common use of Common Units Clause in Contracts

Common Units. (a) Logistics understands that the Common Units to be issued to it pursuant to this Agreement have not been registered under the 1933 Act, or under any applicable state securities laws, and neither MPLX nor any of its Affiliates has any obligation to register the Common Units under the 1933 Act or to register or qualify the offer or sale of the Common Units with any state on the basis that the offering is exempt from registration under the 1933 Act and the rules and regulations promulgated thereunder. Logistics further acknowledges that the Common Units cannot be sold, assigned, or otherwise transferred unless subsequently registered under the 1933 Act and under applicable state securities laws or if an exemption from registration or qualification is then available. As such, Logistics further agrees that it will not sell, assign, or transfer any Common Units unless such Common Units are registered under the 1933 Act and qualified under applicable state securities laws or if an exemption from such registration or qualification is then available in the reasonable opinion of counsel to Logistics. Logistics understands that there is not, nor is there likely to be, a public market for the Common Units and represents that it can afford to hold such Common Units for an indefinite period of time.

Appears in 3 contracts

Samples: Contribution and Assumption Agreement (MPLX Lp), Partnership Interests Purchase and Contribution Agreement, Partnership Interests Purchase and Contribution Agreement (MPLX Lp)

AutoNDA by SimpleDocs

Common Units. (a) Logistics understands that the Common Units to be issued to it pursuant to this Agreement have not been registered under the 1933 Act, or under any applicable state securities laws, and neither MPLX nor any of its Affiliates has any obligation to register the Common Units under the 1933 Act or to register or qualify the offer or sale of the Common Units with any state on the basis that the offering is exempt from registration under the 1933 Act and the rules and regulations promulgated thereunder. Logistics further acknowledges that the Common Units cannot be sold, assigned, or otherwise transferred unless subsequently registered under the 1933 Act and under applicable state securities laws or if an exemption from registration or qualification is then available. As such, Logistics further agrees that it will not sell, assign, or transfer any Common Units unless such Common Units are registered under the 1933 Act and qualified under applicable state securities laws or if an exemption from such registration or qualification is then available in the reasonable opinion of counsel to Logistics. Logistics understands that there is not, nor is there likely to be, may not be a public market for the Common Units and represents that it can afford to hold such Common Units for an indefinite period of time.

Appears in 1 contract

Samples: Contribution and Assumption Agreement (MPLX Lp)

AutoNDA by SimpleDocs

Common Units. (a) Logistics MPLX GP understands that the Common Units to be issued to it pursuant to this Agreement have not been registered under the 1933 Act, or under any applicable state securities laws, and neither MPLX nor any of its Affiliates has any obligation to register the Common Units under the 1933 Act or to register or qualify the offer or sale of the Common Units with any state on the basis that the offering is exempt from registration under the 1933 Act and the rules and regulations promulgated thereunder. Logistics MPLX GP further acknowledges that the Common Units cannot be sold, assigned, or otherwise transferred unless subsequently registered under the 1933 Act and under applicable state securities laws or if an exemption from registration or qualification is then available. As such, Logistics MPLX GP further agrees that it will not sell, assign, or transfer any Common Units unless such Common Units are registered under the 1933 Act and qualified under applicable state securities laws or if an exemption from such registration or qualification is then available in the reasonable opinion of counsel to LogisticsMPLX GP. Logistics MPLX GP understands that there is not, nor is there likely to be, may not be a public market for the Common Units and represents that it can afford to hold such Common Units for an indefinite period of time.

Appears in 1 contract

Samples: Contribution and Assumption Agreement (MPLX Lp)

Time is Money Join Law Insider Premium to draft better contracts faster.