Ownership of the Management Units Sample Clauses

Ownership of the Management Units. At the Initial Delivery Date, after giving effect to the Transactions and this offering of Units, AMH will own 6,863,470 Common Units (the “AMH Units”); AMH II will own 19,858,362 Common Units (the “AMH II Units”); and SGP will own 20,641,168 Common Units (the “SGP Units,” and, collectively with the AMH Units and the AMH II Units, the “Management Units”) of the Partnership. Such limited partner interests will be duly authorized and validly issued in accordance with the Partnership Agreement, and AMH, AMH II and SGP will own their respective limited partner interests free and clear of all liens, encumbrances, security interests, charges or claims.
Sample 1
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Ownership of the Management Units. At the Initial Delivery Date, after giving effect to the Transactions and this offering of Units, GP Corp will own Common Units (the “GP Corp Units”), LP Corp will own Common Units (the “LP Corp” Units”), and Kanawha will own Common Units (the “Kanawha Units” and, collectively with the GP Corp Units and the LP Corp Units, the “Management Units”). Such limited partner interests will be duly authorized and validly issued in accordance with the Partnership Agreement, and are fully paid (to the extent required under Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Section 18-607 of the Delaware LLC Act). GP Corp, LP Corp and Kanawha own their respective Management Units free and clear of all liens, encumbrances, security interests, charges or claims.
Sample 1
Ownership of the Management Units. At the Initial Delivery Date, after giving effect to the Transactions and this offering of Units, GP Corp will own Common Units (the “GP Corp Units”), LP Corp will own Common Units (the “LP Corp” Units”), and Kanawha will own Common Units (the “Kanawha Units” and, collectively with the GP Corp Units and the LP Corp Units, the “Management Units”). Each of GP Corp, LP Corp and Kanawha own their respective Management Units free and clear of all liens, encumbrances, security interests, charges or claims (i) in respect of which a financing statement under the Uniform Commercial Code of the State of Delaware naming GP Corp, LP Corp or Kanawha, as applicable, as a debtor is on file 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 LLC Act.
Sample 1
Ownership of the Management Units. At the Initial Delivery Date, after giving effect to the Transactions and this offering of Units, GP Corp, LP Corp and Kanawha will own an aggregate 32,125,000 Common Units (collectively, the “Management Units”). Such limited partner interests will be duly authorized and validly issued in accordance with the Partnership Agreement, and are fully paid (to the extent required under Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 18-607 and 18-804 of the Delaware LLC Act). GP Corp, LP Corp and Kanawha will own their respective Management Units free and clear of all liens, encumbrances, security interests, charges or claims.
Sample 1
Ownership of the Management Units. At the Initial Delivery Date, after giving effect to the Transactions and this offering of Units, GP Corp, LP Corp and Kanawha will own an aggregate of 32,125,000 Common Units (collectively, the “Management Units”). Each of GP Corp, LP Corp and Kanawha own their respective Management Units free and clear of all liens, encumbrances, security interests, charges or claims (i) in respect of which a financing statement under the Uniform Commercial Code of the State of Delaware naming GP Corp, LP Corp or Kanawha, as applicable, as a debtor is on file 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 LLC Act.
Sample 1
Ownership of the Management Units. AMH owns 6,863,470 AMH Units; AMH II owns 19,858,362 AMH II Units; and SGP owns 20,641,168 SGP Units of the Partnership. Such limited partner interests have been duly authorized and validly issued in accordance with the Partnership Agreement, and AMH, AMH II and SGP own their respective limited partner interests free and clear of all liens, encumbrances, security interests, charges or claims (i) in respect of which a financing statement under the Uniform Commercial Code of the State of Delaware naming the AMH, AMH II or SGP 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 LLC Act.
Sample 1
Ownership of the Management Units. At the Initial Delivery Date, after giving effect to the Transactions and this offering of Units, AIC will own [_________] Common Units, representing a [___]% limited partner interest in the Partnership, Viking will own [_________] Common Units, representing a [___]% limited partner interest in the Partnership, Resource Energy will own [_______] Common Units, representing a [___]% limited partner interest in the Partnership, Resources will own [_________] Common Units, representing a [___]% limited partner interest in the Partnership and REI-NY will own [_________] Common Units, representing a [___]% limited partner interest in the Partnership. At the Initial Delivery Date, after giving effect to the Transactions and this offering of Units, AIC, Viking, Resource Energy, Resources and REI-NY will collectively own [_________] Common Units, representing a [___]% limited partner interest in the Partnership (the "MANAGEMENT UNITS"). Such limited partner interests will be duly authorized and validly issued in accordance with the Partnership Agreement, and AIC, Viking, Resource Energy, Resources and REI-NY will own their respective limited partner interests free and clear of all liens, encumbrances, security interests, charges or claims.
Sample 1
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Related to Ownership of the Management Units

  • Ownership of the Sponsor Units The Company owns, directly or indirectly, 11,645,659 Common Units (the “Sponsor Units”); the Sponsor Units are owned 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 Holdco Credit Agreement or the TRI Credit Agreement). For purposes hereof, “Common Units” shall mean common units representing limited partner interests in the Partnership.

  • Ownership of Membership Interests The Member shall own all of the membership interests in the Company and the Member shall have a 100% distributive share of the Company’s profits, losses and cash flow.

  • Ownership of Units As of the date hereof, Hxxxxx has beneficial ownership over the type and number of the Units set forth under Hxxxxx’s name on the signature page hereto, is the lawful owner of such Units, has the sole power to vote or cause to be voted such Units, and has good and valid title to such Units, free and clear of any and all pledges, mortgages, encumbrances, charges, proxies, voting agreements, liens, adverse claims, options, security interests and demands of any nature or kind whatsoever, other than those imposed by this Agreement, applicable securities Laws or the Company’s Organizational Documents, as in effect on the date hereof. There are no claims for finder’s fees or brokerage commission or other like payments in connection with this Agreement or the transactions contemplated hereby pursuant to arrangements made by Hxxxxx. Except for the Units set forth under Hxxxxx’s name on the signature page hereto, as of the date of this Agreement, Holder is not a beneficial owner or record holder of any: (i) equity securities of the Company, (ii) securities of the Company having the right to vote on any matters on which the holders of equity securities of the Company may vote or which are convertible into or exchangeable for, at any time, equity securities of the Company or (iii) options, warrants or other rights to acquire from the Company any equity securities or securities convertible into or exchangeable for equity securities of the Company.

  • Ownership of Shares of the Fund The Adviser shall not take an ownership position in the Fund, and shall not permit any of its shareholders, officers, directors or employees to take a long or short position in the shares of the Fund, except for the purchase of shares of the Fund for investment purposes at the same price as that available to the public at the time of purchase or in connection with the initial capitalization of the Fund.

  • Ownership of the Operating Company The Partnership owns, and at each Date of Delivery will own, all of the issued and outstanding membership interests of the Operating Company; such membership interests have been duly authorized and validly issued in accordance with the limited liability company agreement of the Operating Company (the “Operating Company LLC Agreement”) and are fully paid (to the extent required by the Operating Company LLC Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Section 51 of the Xxxxxxxx Islands LLC Act); and the Partnership owns such membership interests free and clear of all Liens other than those Liens arising under the Partnership’s revolving credit facility, as amended, with a capacity of up to $295.0 million (the “Credit Facility”). As of the date of this Agreement, the only subsidiaries of the Partnership are, and at each Date of Delivery, the only subsidiaries of the Partnership will be, the Operating Company and the Operating Subsidiaries.

  • Ownership of the Company At all times while this Parent Guarantee Agreement is in effect and while any of the obligations of the Parent Guarantor hereunder remain outstanding, one hundred percent (100%) of the outstanding capital stock of the Company shall be owned by the Parent Guarantor.

  • OWNERSHIP OF THE ASSETS LNY will have exclusive and absolute ownership and control of its assets, including all assets in the Variable Account.

  • Ownership of Equity Interests Issue, sell, transfer, pledge or otherwise dispose of any partnership interests, shares of capital stock or other equity or ownership interests ("Equity Interests") in any member of the Consolidated Group, except (i) issuance, sale or transfer of Equity Interests to a Credit Party by a Subsidiary of such Credit Party, (ii) in connection with a transaction permitted by Section 8.4, and (iii) as needed to qualify directors under applicable law.

  • Ownership of the Property Borrower shall take all necessary action to retain title to the Property and the related Collateral irrevocably in Borrower, free and clear of any Liens other than Permitted Liens. Borrower shall warrant and defend the title to the Property and every part thereof, subject only to Permitted Liens, in each case against the claims of all Persons whomsoever.

  • Ownership of the Shares Seller is the owner, beneficially and of record, of the Shares being transferred pursuant to this Agreement free and clear of all liens, charges, claims, encumbrances, security interests, equities, restrictions on transfer or other defects in title of any kind or description.

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