Common use of Common Units Clause in Contracts

Common Units. (a) Holdings understands that the Common Units to be issued to it pursuant to this Agreement will not, when so issued, be 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. Holdings 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 unless an exemption from registration or qualification is then available. As such, Holdings 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 unless an exemption from such registration or qualification is then available in the reasonable opinion of counsel to Holdings. Holdings understands that there 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. (b) Holdings is acquiring the Common Units as contemplated herein for its own account and for its purposes only, with no intention of assigning any participation or interest therein, and not with a view to, or in connection with, making a distribution thereof in violation of federal or state securities laws.

Appears in 2 contracts

Sources: Membership Interests Contribution Agreement (MPLX Lp), Membership Interests and Shares Contributions Agreement (MPLX Lp)

Common Units. (a) Holdings Logistics understands that the Common Units to be issued to it pursuant to this Agreement will not, when so issued, be 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. Holdings 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 unless an exemption from registration or qualification is then available. As such, Holdings 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 unless an exemption from such registration or qualification is then available in the reasonable opinion of counsel to HoldingsLogistics. Holdings Logistics understands that there 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. (b) Holdings Logistics is acquiring the Common Units as contemplated herein for its own account and for its purposes only, with no intention of assigning any participation or interest therein, and not with a view to, or in connection with, making a distribution thereof in violation of federal or state securities laws.

Appears in 2 contracts

Sources: Membership Interests Contribution Agreement (MPLX Lp), Membership Interests and Shares Contributions Agreement (MPLX Lp)

Common Units. (a) Holdings understands that the Common Units to be issued to it pursuant to this Agreement will not, when so issued, be 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. Holdings 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 unless if an exemption from registration or qualification is then available. As such, Holdings 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 unless if an exemption from such registration or qualification is then available in the reasonable opinion of counsel to Holdings. Holdings understands that there 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. (b) Holdings is acquiring the Common Units as contemplated herein for its own account and for its purposes only, with no intention of assigning any participation or interest therein, and not with a view to, or in connection with, making a distribution thereof in violation of federal or state securities laws.

Appears in 1 contract

Sources: Membership Interests Contributions Agreement (MPLX Lp)

Common Units. (a) Holdings Logistics understands that the Common Units to be issued to it pursuant to this Agreement will not, when so issued, be 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. Holdings 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 unless if an exemption from registration or qualification is then available. As such, Holdings 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 unless if an exemption from such registration or qualification is then available in the reasonable opinion of counsel to HoldingsLogistics. Holdings Logistics understands that there 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. (b) Holdings Logistics is acquiring the Common Units as contemplated herein for its own account and for its purposes only, with no intention of assigning any participation or interest therein, and not with a view to, or in connection with, making a distribution thereof in violation of federal or state securities laws.

Appears in 1 contract

Sources: Membership Interests Contributions Agreement (MPLX Lp)

Common Units. (a) Holdings MPLX GP understands that the Common Units to be issued to it pursuant to this Agreement will not, when so issued, be 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. Holdings 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 unless if an exemption from registration or qualification is then available. As such, Holdings 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 unless if an exemption from such registration or qualification is then available in the reasonable opinion of counsel to HoldingsMPLX GP. Holdings MPLX GP understands that there 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. (b) Holdings MPLX GP is acquiring the Common Units as contemplated herein for its own account and for its purposes only, with no intention of assigning any participation or interest therein, and not with a view to, or in connection with, making a distribution thereof in violation of federal or state securities laws.

Appears in 1 contract

Sources: Membership Interests Contributions Agreement (MPLX Lp)