Issuance of Common Units. Upon execution of this Agreement, the Company shall issue to Executive 2,230,589 Common Units of the Company, each having the rights, obligations and preferences set forth with respect thereto in the LLC Agreement. The Company shall issue the Common Units pursuant to this Section 1.1 in consideration for the execution of this Agreement by Executive and for an initial capital contribution to the Company of Twelve Thousand Six Hundred Dollars ($12,600.00) in accordance with the LLC Agreement. Except as expressly set forth herein, the LLC Agreement shall govern all matters with respect to Executive's ownership of Common Units of the Company and all capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the LLC Agreement.
Issuance of Common Units. The Company is expressly authorized to issue Common Units in the numbers specified in this Section 3.4 without any further act, approval or vote of any Member or any other Persons.
Issuance of Common Units. The Common Units included in the Closing Consideration, when issued and delivered to Contributor in accordance with the terms of this Agreement for the consideration described in this Agreement, will have been (i) duly authorized and validly issued by Mammoth, (ii) fully paid and non-assessable, (iii) not subject to any preemptive or similar rights created by any Law or Order to which Mammoth is a party or by which it is bound and (iv) free and clear of all Liens, other than those created by Contributor, including but not limited to those arising from the Underwriting Agreement and arising under applicable securities Laws.
Issuance of Common Units. Upon due exercise of Warrants evidenced by any Warrant Statement in conformity with the foregoing provisions of Section 3.2(c), the Warrant Agent shall, when actions specified in Section 3.2(c)(i) have been effected and any payment specified in Section 3.2(c)(ii) is received (as promptly confirmed in writing by the Company), deliver to the Company the Exercise Form received pursuant to Section 3.2(c)(i), deliver or deposit all funds, in accordance with Section 3.3, received as instructed in writing by the Company and advise the Company by telephone at the end of such day of the amount of funds so deposited to its account. The Company shall thereupon, as promptly as practicable, and in any event within two (2) Business Days after the Exercise Date referred to below, (i) determine the number of Common Units issuable pursuant to exercise of such Warrants (and, if Cashless Exercise applies, in accordance with Section 3.7) and (ii) (x) in the case of exercise of Warrants evidenced by a Global Warrant Certificate, deliver or cause to be delivered to the Recipient (as defined below) in accordance with the Applicable Procedures for Common Units in book-entry form to be so held through the facilities of DTC in an amount equal to, or, if the Common Units may not then be held in book-entry form through the facilities of DTC, Common Units in book entry form in an amount equal to, or duly executed certificates representing, or (y) in the case of exercise of Warrants evidenced by Warrant Statements, execute or cause to be executed and deliver or cause to be delivered to the Recipient (as defined below) Common Units in book entry form in an amount equal to, or a certificate or certificates representing, in case of (x) and (y), the aggregate number of Common Units issuable upon such exercise (based upon the aggregate number of Warrants so exercised), as so determined, together with an amount in cash in lieu of any fractional Common Unit(s), if the Company so elects pursuant to Section 5.2. The Common Units in book-entry form or certificate or certificates representing Common Units so delivered shall be, to the extent possible, in such denomination or denominations as such Holder shall request in the applicable Exercise Form and shall be registered or otherwise placed in the name of, and delivered to, the Holder or, subject to Section 3.4, such other Person as shall be designated by the Holder in such Exercise Form (the Holder or such other Person being referred to herein ...
Issuance of Common Units. (a) Subject to the terms and conditions set forth in this Agreement and in reliance upon the Partnership’s and the Investors’ respective representations, warranties and covenants set forth below, on the Closing Date the Partnership shall sell to the Investors, and the Investors shall purchase from the Partnership, the number of Common Units (such Common Units shall be collectively referred to as the “Purchased Units”) set forth opposite their respective names on Schedule 2.1 under the heading “Closing” with the number and the aggregate cash purchase price (each, a “Purchase Price”) of such Purchased Units being determined in accordance with Section 2.2 of this Agreement. Such sales and purchases shall be effected on the Closing Date by the Partnership executing and delivering to each of the Investors, duly registered in such Investor’s name or in the name of its nominee or other designee designated in writing to the Partnership at least one day prior to the Closing Date, duly executed certificates evidencing the Purchased Units being purchased by it, against delivery by each of the Investors to the Partnership of the Purchase Price by wire transfer of immediately available funds to such account as the Partnership shall designate prior to the Closing Date. The Partnership acknowledges and agrees that the agreement set forth herein to sell Common Units to each Investor and the agreement of each Investor set forth herein to purchase Common Units from the Partnership shall each constitute a separate agreement, and the sale of Common Units to each Investor on the terms and subject to the conditions set forth herein shall constitute a separate sale.
Issuance of Common Units. The issuance of the Common Units is duly authorized and, upon issuance in accordance with the terms of the Timber Transaction Documents, the Common Units shall be validly issued and free from all preemptive or similar rights (except for those which have been validly waived prior to the date hereof), taxes, liens and charges and other encumbrances with respect to the issue thereof and the Common Units shall be fully paid and nonassessable with the holders being entitled to all rights accorded to a holder of Timber Common Units. Assuming the accuracy of each of the representations and warranties set forth in Section 3 of this Agreement, the offer and issuance by Timber of the Common Units is exempt from registration under the 1933 Act.
Issuance of Common Units. CORRESPONDING TO THE GRANT SHARES. The Partnership hereby issues, effective as of March 31, 1998, 12,500 Common Units of General Partner Interest to PGRT, which shall correspond to the Grant Shares. Such Common Units of General Partner Interest issued pursuant to this SECTION 2 shall not be evidenced by a Common Unit certificate unless hereafter requested by PGRT.
Issuance of Common Units. Upon Purchaser’s (i) execution and delivery of this Agreement; (ii) execution and delivery of a joinder to the Operating Agreement substantially in the form attached hereto as Exhibit A, and (ii) payment of the Purchase Amount to the Company, the Company shall record the name of Purchaser on the Company’s book entry Unit ledger. For purposes of this Agreement, the term “record holder” means the person whose name appears on the Company’s books and records as the Purchaser owning the Securities at issue.
Issuance of Common Units. At Closing, each Property Contributor will receive that number of Residual Common Units (excluding Over-Allotment Common Units) derived by multiplying the Residual Common Units by the applicable Property Contributor Percentage (rounded down to the nearest whole number of Residual Common Units), and each Property Contributor will be admitted as a limited partner of QR Energy with respect to such Common Units. Holders of Residual Common Units will immediately be entitled to all of the rights (including distribution rights), preferences and privileges contained in the Partnership Agreement, and such holders will be subject to all of the conditions and limitations contained in the Partnership Agreement.
Issuance of Common Units. In partial consideration of the transfer of the assets provided for in Section 1, on the Closing Date, the Operating Partnership shall issue an aggregate of [__________] of its Common Units to [PGI and PGLP]. All such Common Units shall be fully paid and nonassessable.
