Ownership of Sponsor Units and Incentive Distribution Rights. After giving effect to the Transactions, EQT Midstream Investments will own the Sponsor Units and the General Partner will own 100% of the Incentive Distribution Rights; all of such Sponsor Units and Incentive Distribution Rights and the limited partner interests represented thereby will have been duly authorized and validly issued in accordance with the Partnership Agreement, and will be fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware LP Act); and EQT Midstream Investments will own the Sponsor Units and the General Partner will own the Incentive Distribution Rights, in each case free and clear of all Liens (except for restrictions on transferability contained in the Partnership Agreement or as described in the Registration Statement, the Disclosure Package and the Prospectus) (i) in respect of which a financing statement under the Uniform Commercial Code of the State of Delaware naming EQT Midstream Investments or the General Partner as debtor, as applicable, is on file as of a recent date in the office of the Secretary of State of the State of Delaware, or (ii) otherwise known to such counsel, without independent investigation, other than those created by or arising under the Delaware LP Act or the EQT Credit Agreement.
Ownership of Sponsor Units and Incentive Distribution Rights. (i) As of the date hereof Golar owns 9,327,254 Common Units and 15,949,831 Subordinated Units (all such Common Units and Subordinated Units being collectively referred to herein as the “Sponsor Units”); on the Closing Date and each settlement date, after giving effect to the transactions described in the Unit Purchase Agreement, Golar will own 10,296,559 Common Units and 15,949,831 Subordinated Units; (ii) the General Partner owns 81% of the Partnership’s incentive distribution rights (the “General Partner Incentive Distribution Rights”); and (iii) Golar LNG Energy Limited, a Bermuda exempted company and an indirect subsidiary of Golar (“Golar Energy”), owns 19% of the Partnership’s incentive distribution rights (the “Golar Energy Incentive Distribution Rights” and together with the General Partner Incentive Distribution Rights, the “Incentive Distribution Rights”). All of the Sponsor Units and the Incentive Distribution Rights, and the limited partner interests represented thereby, have been duly authorized and validly issued in accordance with the Partnership Agreement and are fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as described in the Disclosure Package and the Prospectus and except as such nonassessability may be affected by Sections 30, 41, 51 and 60 of The Xxxxxxxx Islands Limited Partnership Act (the “Xxxxxxxx Islands LP Act”)); and Golar, Golar Energy and the General Partner own the Sponsor Units and the Incentive Distribution Rights, respectively, free and clear of all Liens (except restrictions on transferability contained in the Partnership Agreement, Liens under Golar’s 3.75% Convertible Bonds and as described in the Disclosure Package).
Ownership of Sponsor Units and Incentive Distribution Rights. Assuming no purchase by the Underwriters of any Option Units at the Closing, on the Closing Date, after giving effect to the Transactions, (i) Quest will own 3,551,521 Common Units and 8,857,981 Subordinated Units (such Common Units and Subordinated Units being collectively referred to herein as the “Sponsor Units”) as described in the Registration Statement, Disclosure Package and the Prospectus and (ii) the General Partner will own all of the Incentive Distribution Rights; all such Sponsor Units and Incentive Distribution Rights and the limited partner interests represented thereby will be duly authorized and validly issued in accordance with the Partnership Agreement, and will be fully paid (to the extent required by the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 17-607 and 17-804 of the Delaware Revised Uniform Limited Partnership Act (the “Delaware LP Act”); and Quest will own such Sponsor Units, and the General Partner will own such Incentive Distribution Rights, free and clear of all Liens (except such restrictions on transferability described in the Registration Statement, the Disclosure Package and the Prospectus or arising under the Quest Credit Agreement.
Ownership of Sponsor Units and Incentive Distribution Rights. SemGroup Holdings owns the Sponsor Units and, prior to giving effect to the sale thereof as contemplated by this Agreement, the Firm Units, and the General Partner owns 100% of the IDRs; all of such Sponsor Units, Firm Units and IDRs and the limited partner interests represented thereby have been duly authorized and validly issued in accordance with the Partnership Agreement, and are fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 17-607 and 17-804 of the Delaware LP Act); and SemGroup Holdings owns the Sponsor Units and, prior to giving effect to the sale thereof as contemplated by this Agreement, the Firm Units, and the General Partner owns the IDRs, in each case free and clear of all Liens (except restrictions on transferability and other Liens as described in the Disclosure Package, the Prospectus, the Partnership Agreement or Liens created by or arising under the Delaware LP Act) (i) in respect of which a financing statement under the Uniform Commercial Code of the State of Delaware naming SemGroup Holdings or the General Partner as debtor is on file as of a recent date in the office of the Secretary of State of the State of Delaware or (ii) otherwise known to such counsel, without independent investigation, other than those created by or arising under the Delaware LP Act.
Ownership of Sponsor Units and Incentive Distribution Rights. SEPL owns 43,956,556 Common Units, SET owns 16,958,130 Common Units and the General Partner owns the Incentive Distribution Rights, in each case, free and clear of all Liens (except restrictions on transferability as described in the Pricing Disclosure Package or Liens created by or arising under the Delaware LP Act) (A) in respect of which a financing statement under the Uniform Commercial Code of the State of Delaware naming SEPL, SET or the General Partner as debtor is on file as of a recent date in the office of the Secretary of State of the State of Delaware or (B) otherwise known to such counsel, without independent investigation.
Ownership of Sponsor Units and Incentive Distribution Rights. Assuming no purchase by the Underwriters of any Optional Units, at the First Time of Delivery, after giving effect to the Transactions, Sponsor Holdings will own (i) 13,679,745 Common Units and 33,804,745 Subordinated Units (such Common Units and Subordinated Units being collectively referred to herein as the “Sponsor Units”) as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (ii) all of the Incentive Distribution Rights and (iii) and the right to receive additional Common Units in an amount equal to 2,625,000 less the number of Optional Units, if any, purchased by the Underwriters pursuant to the exercise of the option to purchase Optional Units. Such Sponsor Units and Incentive Distribution Rights and the membership interests represented thereby will be duly authorized and validly issued in accordance with the Operating Agreement, and will be fully paid (to the extent required under the Operating Agreement) and nonassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware LLC Act); and Sponsor Holdings will own such Sponsor Units, Incentive Distribution Rights and right to receive additional Common Units, free and clear of all Liens.
Ownership of Sponsor Units and Incentive Distribution Rights. On the Closing Date and each settlement date, after giving effect to the Transactions, TLPI will own 5,821,930 Subordinated Units (the “TLPI Units”) and TGPI will own 5,706,301 Subordinated Units (the “TGPI Units”; and together with the TGPI Units, the “Sponsor Units”), and the General Partner will own 100% of the Incentive Distribution Rights; all of such Sponsor Units and Incentive Distribution Rights and the limited partner interests represented thereby will be duly and validly authorized and issued in accordance with the Partnership Agreement, and will be fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 17-607 and 17-804 of the Delaware Limited Partnership Act (the “Delaware LP Act”)); and TLPI will own the TLPI units, TGPI will own the TGPI units and the General Partner will own the Incentive Distribution Rights, in each case free and clear of all Liens (except restrictions on transferability and other Liens as described in the Disclosure Package and the Prospectus or arising under the Credit Agreement or the Targa Credit Agreement).
Ownership of Sponsor Units and Incentive Distribution Rights. SEPL owns 43,956,556 Common Units, SET owns 16,958,130 Common Units and the General Partner owns 1,806,583 Common Units, 2,003,495 General Partner Units and the Incentive Distribution Rights, in each case, free and clear of all Liens (except restrictions on transferability as described in the Pricing Disclosure Package or Liens created by or arising under the Delaware LP Act) (A) in respect of which a financing statement under the Uniform Commercial Code of the State of Delaware naming SEPL, SET or the General Partner as debtor is on file as of a recent date in the office of the Secretary of State of the State of Delaware or (B) otherwise known to such counsel, without independent investigation.
Ownership of Sponsor Units and Incentive Distribution Rights. At the Execution Time, Xxxxx Sponsor Holdings Cooperatief U.A., a Dutch cooperatief with excluded liability for members (“Sponsor Holdings”), owns (i) 17,404,961 Common Units (the “Sponsor Units”) as described in the Registration Statement, the Disclosure Package and the Prospectus and (ii) all of the Incentive Distribution Rights (as defined in the Operating Agreement) in the Company. Such Sponsor Units and Incentive Distribution Rights and the membership interests represented thereby have been duly authorized and validly issued in accordance with the Operating Agreement, and have been fully paid (to the extent required under the Operating Agreement) and nonassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware LLC Act); and Sponsor Holdings owns such Sponsor Units and Incentive Distribution Rights free and clear of all Liens.
Ownership of Sponsor Units and Incentive Distribution Rights. On the Closing Date and each settlement date, after giving effect to the Transactions, Holdings will own 12,916,357 Common Units and 135,383,831 Subordinated Units (the “Sponsor Units”), and the General Partner will own all of the Incentive Distribution Rights; all of the Sponsor Units and the Incentive Distribution Rights, and the limited partner interests represented thereby, will be duly authorized and validly issued in accordance with the Partnership Agreement and will be fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 17-607 and 17-804 of the Delaware Limited Partnership Act (the “Delaware LP Act”)); and Holdings will own the Sponsor Units, and the General Partner will own the Incentive Distribution Rights, free and clear of all Liens (except for restrictions on transferability as described in the Disclosure Package or the Prospectus).
