Issuance of Partnership Common Units Clause Samples

Issuance of Partnership Common Units. The issuance by the Partnership of the Pre-Closing Common Units to be issued and sold to Holdco pursuant to this Agreement, and the limited partner interests represented thereby: (a) has been duly authorized by or on behalf of the Partnership pursuant to the TEP Partnership Agreement; (ii) such Pre-Closing Common Units, when issued and delivered in accordance with the terms of this Agreement and the TEP Partnership Agreement, will be validly issued, fully paid (to the extent required under the TEP Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 17-303, 17-607 and 17-804 of the DRULPA); and (iii) such Pre-Closing Common Units will be free of any and all Liens and restrictions on transfer, other than restrictions on transfer under the TEP Partnership Agreement, the DRULPA and applicable state and federal securities Laws.

Issuance of Partnership Common Units. The Partnership is expressly authorized to issue Partnership Common Units (i) in accordance with the terms of any such stock incentive plans, or (ii) in an amount equal to the number of REIT Shares, Capital Shares or New Securities issued pursuant to any such stock incentive plans without any further act, approval or vote of any Partner or any other Persons.