Investment Units Sample Clauses

Investment Units. On or before the 60th day following the Effective Date (the “Management Class A Funding Date”), Employee shall purchase 1,200 Class A Units (the “Investment Units”) in EPE Management Investors, LLC (“EMI”) in exchange for a cash payment equal to $1,200,000, subject to and in accordance with the terms of the Second Amended and Restated Limited Liability Company Agreement of EMI, as amended from time to time (the “EMI LLC Agreement”). Conditioned on the acquisition by Employee of the Investment Units on or before the Management Class A Funding Date and subject to the terms and conditions set forth in the LLC Agreement, Employee shall be entitled to receive 600 additional Class A Units (the “Matching Units”); provided, however, that the issuance of such Matching Units to Employee will be subject to Employee’s prior remittance to the Company of funds necessary to satisfy all taxes required to be withheld in connection with the receipt by Employee of such Matching Units. The Investment Units and the Matching Units will be subject to, and governed by, the terms and conditions set forth in the EMI LLC Agreement.
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Investment Units. The Senior Debentures and the Warrants constitute investment units ("Investment Units") for the purposes of Section 1273(c)(2)(A) of the Internal Revenue Code of 1986 as amended (the "Code"). In accordance with such section and Section 1273(b)(2) of the Code, the issue price of investment units of a Purchaser is the amount such Purchaser pays for its Senior Debenture. LDS and the Purchasers agree that within thirty (30) days after the Closing they will in good faith agree in writing as to the allocation of the issue price between the Senior Debentures and the Warrants in proportion to their respective fair market values. None of the parties will take any position in its tax returns that is inconsistent with such agreed upon allocation. LDS will provide the Purchasers with any information necessary for them to report their income from this transaction properly.
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Investment Units. 12.5 The Borrower and each Lender agree that (a) the promissory notes represented by the Initial Advance, the Bonus Shares and the Bonus Warrants (excluding the Bonus Warrants Amendments), constitute "Investment Units" as that term is defined in section 1273(c)(2) of the Code, (b) the issue price of the Investment Units (as defined in section 1273(b)(2) of the Code) is equal to US$10,000,000, (c) the fair market value of the Bonus Shares is US$900,000 and the fair market value of the Bonus Warrants (excluding the Bonus Warrants Amendments) is US$1,016,340, and (d) the issue price of the promissory notes represented by the Initial Advance for U.S. federal income tax purposes is US$8,083,660. Neither the Borrower nor any Lender shall take any position inconsistent with the foregoing on any report, return, claim for refund or other filing for U.S. federal, state or other tax purposes unless each party agrees or as otherwise may be required by applicable law Maximum Return
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Investment Units. 12.5 The Borrower and each Lender agree that (a) the promissory notes represented by the Initial Advance, the Bonus Shares and the Bonus Warrants, constitute "Investment Units" as that term is defined in section 1273(c)(2) of the Code, (b) the issue price of the Investment Units (as defined in section 1273(b)(2) of the Code) is equal to US$10,000,000, (c) the fair market value of the Bonus Shares is US$900,000 and the fair market value of the Bonus Warrants is US$1,016,340, and (d) the issue price of the promissory notes represented by the Initial Advance for U.S. federal income tax purposes is US$8,083,660. Neither the Borrower nor any Lender shall take any position inconsistent with the foregoing on any report, return, claim for refund or other filing for U.S. federal, state or other tax purposes unless each party agrees or as otherwise may be required by applicable law Maximum Return
Sample 1
Investment Units. For U.S. federal, state and local income tax purposes, the parties shall, unless otherwise required by a change in law (including regulations, judicial rulings or published administrative determinations with respect to Taxes) or by any Governmental Authority following an audit or examination, (i) treat all Advances as indebtedness, (ii) treat the initial Advance and each Warrant as having been issued as an “investment unit” within the meaning of Section 1273(c)(2) of the Code, (iii) treat the initial Advance as having an “issue price” within the meaning of Section 1273(b) of the Code that is determined by subtracting the value of each Warrant as of the Closing Date (as determined by the Lenders), which determination the Lenders shall provide to the Borrower within 30 days of the Closing Date and (iv) treat the initial Advance as having been issued with original issue discount (“OID”) to the extent required as a result of their issuance as part of an investment unit. The parties shall prepare and file all U.S. federal, state and local income tax returns in a manner consistent with the foregoing. The Borrower shall provide any information reasonably requested from time to time by the Administrative Agent or any Lender regarding the OID associated with the initial Advance for U.S. federal, state and local income tax purposes. The Lenders shall also provide or cause to be provided to the Administrative Agent all information necessary to allow the Agent to comply with any applicable cost basis reporting obligations. The Administrative Agent may rely on the cost basis information provided to it and shall have no responsibility to verify or ensure the accuracy of the cost basis information provided to it.
Sample 1
Investment Units. 12.5 The Borrower and each Lender agree that (a) the promissory notes represented by the Initial Advance, the Bonus Shares and the Bonus Warrants (excluding the Bonus Warrants Amendments and the Bonus Warrants Second Amendments), constitute "Investment Units" as that term is defined in section 1273(c)(2) of the Code, (b) the issue price of the Investment Units (as defined in section 1273(b)(2) of the Code) is equal to US$10,000,000, (c) the fair market value of the Bonus Shares is US$900,000 and the fair market value of the Bonus Warrants (excluding the Bonus Warrants Amendments and the Bonus Warrants Second Amendments) is US$1,016,340, and (d) the issue price of the promissory notes represented by the Initial Advance for U.S. federal income tax purposes is US$8,083,660. Neither the Borrower nor any Lender shall take any position inconsistent with the foregoing on any report, return, claim for refund or other filing for U.S. federal, state or other tax purposes unless each party agrees or as otherwise may be required by applicable law Maximum Return
Sample 1

Related to Investment Units

  • Placement Units On the Closing Date and the Option Closing Date, as applicable, the Placement Units have been purchased as provided for in the Sponsor Unit Purchase Agreement and the requisite portion of the purchase price for such securities specified herein and therein shall be deposited into the Trust Account.

  • Class B Units The term “Class B Units” means the Units having the privileges, preferences, and rights specified with respect to “Class B Units” in this Agreement, including those described in Section 7.1(c)(3).

  • Class B Shares As of December 1, 2009, Class B shares of the Virtus Mutual Funds are no longer available for purchase by new or existing shareholders, except for the reinvestment of dividends or capital gains distributions into existing Class B share accounts, and for exchanges from existing Class B share accounts to other Virtus Mutual Funds with Class B shares.

  • Membership Units The Company is initially organized with One (1) class of Membership Interests, designated in Units, which Units are initially the only class of equity in the Company. The Units shall have no par value and shall be of a single class with identical rights. The Company shall have a first lien on the Units of any Member for any debt or liability owed by such Member to the Company. Additional and different classes of Membership Interests represented by different Units may be created and issued to new or existing Members on such terms and conditions as the Governors may determine. Such additional and different classes may have different rights, powers and preferences (including, without limitation, voting rights and distribution preferences), which may be superior to those of existing Members. Members shall have no preemptive rights to acquire additional or newly created Units.

  • Initial Shares The Shares to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as the Representative may request upon at least forty-eight hours’ prior notice to the Company, shall be delivered by or on behalf of the Company to the Representative, including, at the option of the Representative, through the facilities of The Depository Trust Company (“DTC”) for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified to the Representative by the Company upon at least forty-eight hours’ prior notice. The Company will cause the certificates representing the Initial Shares to be made available for checking and packaging at least twenty-four hours prior to the Closing Time (as defined below) with respect thereto at the office of the Representative, 0000 00xx Xxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000, or at the office of DTC or its designated custodian, as the case may be (the “Designated Office”). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on the third (fourth, if pricing occurs after 4:30 p.m., New York City time) business day after the date hereof (unless another time and date shall be agreed to by the Representative and the Company). The time at which such payment and delivery are actually made is hereinafter sometimes called the “Closing Time” and the date of delivery of both Initial Shares and Option Shares is hereinafter sometimes called the “Date of Delivery.”

  • OP Units Any portion of the Consideration payable hereunder in the form of common units of limited partnership interests of the Operating Partnership (“OP Units”) shall be registered in the name of Contributor. OP Units will not be delivered to Contributor unless Section 2.2(j) hereof is true and correct as of the Closing Date. No fractional OP Units will be issued and OP Units will be rounded to the nearest whole number. The Consideration payable to Contributor, whether in cash, in OP Units or a combination thereof, may be reduced by the amount the Operating Partnership reasonably determines must be withheld for tax purposes. The rights and obligations of holders of OP Units as of the Closing will be as set forth in the First Amended and Restated Agreement of Limited Partnership of the Operating Partnership (the “Partnership Agreement”), the form of which was filed as Exhibit 10.1 to Amendment No. 1 to the REIT’s Registration Statement on Form S-11 (File No. 333-231677), which the REIT filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 31, 2019 (the “IPO Registration Statement”). Although initially the OP Units will not be certificated and the Operating Partnership does not currently expect the OP Units will ever be certificated, any certificates, subsequently issued evidencing the OP Units will bear appropriate legends (i) indicating that the issuance of the OP Units has not been registered under the Securities Act of 1933, as amended (“Securities Act”) and that the OP Units may not be transferred absent registration under the Securities Act or an exemption from the registration requirements, (ii) indicating that the Partnership Agreement will restrict the transfer of the OP Units and (iii) describing the ownership limitations and transfer restrictions imposed by the charter of the REIT with respect to shares of the REIT’s capital stock.

  • Consideration Shares The Consideration Shares, when issued in accordance with the terms and conditions of this Agreement, will be fully paid and non-assessable.

  • Class A Units If a Warrantholder exercises Warrants in connection with a tender offer for settlement prior to the First Regular Call Date, each Class A Unit called in connection with such exercise shall receive, in addition to principal and accrued interest, $1.50 per Class A Unit from the proceeds of the Warrant exercise. Class B Payments: If a Warrantholder exercises Warrants, then the Class B Units designated to be called in connection with such exercise shall receive the corresponding portion of the Class B Present Value Amount, adjusted for accrued Class B Payments on the Class B Units otherwise paid. If the Underlying Security Issuer redeems Underlying Securities and the previous paragraph does not apply, then the Class B Units designated for a redemption in connection with such redemption of Underlying Securities shall receive the amount with respect to the Class B Present Value Amount allocated for distribution in accordance with the applicable provisions of the Distribution Priorities below, paid as of the date of such redemption as an additional distribution.

  • Common Units The capital structure of the Company shall consist of one class of common interests (the "Common Units"). The Company shall have authority to issue one thousand (1,000) Common Units. Each Common Unit shall have one vote and shall otherwise be identical with each other Common Unit in every respect.

  • Units Interests in the Partnership shall be represented by Units. The Units initially are comprised of one Class: Class A Units. The General Partner may establish, from time to time in accordance with such procedures as the General Partner shall determine from time to time, other Classes, one or more series of any such Classes, or other Partnership securities with such designations, preferences, rights, powers and duties (which may be senior to existing Classes and series of Units or other Partnership securities), as shall be determined by the General Partner, including (i) the right to share in Profits and Losses or items thereof; (ii) the right to share in Partnership distributions; (iii) the rights upon dissolution and liquidation of the Partnership; (iv) whether, and the terms and conditions upon which, the Partnership may or shall be required to redeem the Units or other Partnership securities (including sinking fund provisions); (v) whether such Unit or other Partnership security is issued with the privilege of conversion or exchange and, if so, the terms and conditions of such conversion or exchange; (vi) the terms and conditions upon which each Unit or other Partnership security will be issued, evidenced by certificates and assigned or transferred; (vii) the method for determining the Total Percentage Interest as to such Units or other Partnership securities; and (viii) the right, if any, of the holder of each such Unit or other Partnership security to vote on Partnership matters, including matters relating to the relative designations, preferences, rights, powers and duties of such Units or other Partnership securities. Except as expressly provided in this Agreement to the contrary, any reference to “Units” shall include the Class A Units and any other Classes that may be established in accordance with this Agreement. All Units of a particular Class shall have identical rights in all respects as all other Units of such Class, except in each case as otherwise specified in this Agreement.

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