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 the Sponsor Units. Immediately prior to the purchase by the Underwriters of any Units pursuant to this Agreement, after giving effect to the Transactions, there will be 5,365,275 common units and 11,513,625 subordinated units outstanding, of which Holdings will own 5,696,752 common units and 11,513,625 subordinated units and the Private Investors will own 816,873 common units (such common units and subordinated units being collectively referred to herein as the “Sponsor Units”) and the General Partner will own all of the Incentive Distribution Rights (as defined in the Partnership Agreement). All of the Sponsor Units and the limited partner interests represented thereby and the Incentive Distribution Rights 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 17-303 and 17-607 of the Delaware Revised Uniform Limited Partnership Act (the “Delaware LP Act”) and as otherwise described in the Prospectus under the caption “The Partnership Agreement—Limited Liability”). All of the Sponsor Units owned by Holdings and the Private Investors and the Incentive Distribution Rights owned by the General Partner will be owned free and clear of all Liens (except with respect to the restrictions on transferability contained in Section 4.7 and 4.8 of the Partnership Agreement and as otherwise described in the Prospectus).
Ownership of the Sponsor Units. Assuming no purchase by the Underwriters of the Additional Units on the Closing Date, at the Closing Date, after giving effect to the Transactions, the Company will indirectly own 6,625,000 Common Units and 7,000,000 Subordinated Units (collectively, the “Sponsor Units”); the Sponsor Units and the beneficial interests in the Trust represented thereby will be duly authorized and validly issued and fully paid and non-assessable in accordance with the Trust Agreement; none of the Common Units will be issued in violation of any preemptive or similar rights of any unitholder of the Trust. XxxxXxxxx Subsidiary will own the Sponsor Units, free and clear of all liens, encumbrances, security interests, charges or other claims (“Liens”), except for liens arising under the Credit Facility. (yy) Capitalization of the Trust. Assuming no purchase by the Underwriters of the Additional Units on the Closing Date, at the Closing Date, after giving effect to the Transactions, the issued and outstanding beneficial interests in the Trust will consist of 21,000,000 Common Units, and 7,000,000 Subordinated Units; and other than the Sponsor Units, the Firm Units and the Additional Units will be the only beneficial interests in the Trust issued and outstanding at the Closing Date.
Ownership of the Sponsor Units. The Company owns, directly or indirectly, 11,645,659 Common Units free and clear of all Liens (other than (a) those created by or arising under the laws of the State of Delaware, (b) restrictions on transferability and other Liens described in the Disclosure Package or the Prospectus, (c) those arising under the Holdco Credit Agreement or the TRI Credit Agreement and (d) those imposed by the Act and the securities or “Blue Sky” laws of certain jurisdictions) (i) in respect of which a financing statement under the Uniform Commercial Code of the State of Delaware naming a Targa Party 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.
Ownership of the Sponsor Units. As of the date hereof, SMP Holdings owns 5,915,827 common units representing limited partner interests in the Partnership (the “Sponsor Units”); and SMP Holdings owns all of the Sponsor Units free and clear of all Liens, except for restrictions on transferability contained in the Partnership Agreement or as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, if any.
Ownership of the Sponsor Units. Assuming no purchase by the Underwriters of Additional Units, on the applicable Delivery Date (as hereinafter defined), after giving effect to the Transactions, NRGY will own all of the Sponsor Units free and clear of all Liens (except for (A) restrictions on transferability contained in the Partnership Agreement or as described in the Registration Statement, the Time of Sale Prospectus or the Prospectus, (B) Liens created or arising under the Delaware LP Act and (C) Liens created, arising under or securing the NRGY Credit Agreement); and the Sponsor Units 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).
Ownership of the Sponsor Units. At each applicable Delivery Date, after giving effect to the Transactions, NBL Midstream will own all of the Sponsor Units; the Sponsor Units 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 NBL Midstream will own such Sponsor Units free and clear of all Liens, except for restrictions on transferability that may be imposed by federal or state securities laws or contained in the Partnership Agreement or as described in the Registration Statement, the Pricing Disclosure Package or the Prospectus.
Ownership of the Sponsor Units. LP Holdco owns all of the Sponsor Units; the Sponsor Units 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 17-303, 17-607 and 17-804 of the Delaware LP Act); and LP Holdco owns such Sponsor Units free and clear of all Liens (except for restrictions on transferability contained in the Partnership Agreement or as described in the Registration Statement and the Prospectus) (i) in respect of which a financing statement under the Uniform Commercial Code of the State of Delaware naming LP Holdco as debtor is on file in the office of the Secretary of State of the State of Delaware or (ii) otherwise known to us, without independent investigation, other than those created by or arising under the Delaware LP Act.
Ownership of the Sponsor Units. At each applicable Delivery Date, after giving effect to the Transactions, LP Holdco will own all of the Sponsor Units; the Sponsor Units 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 LP Holdco will own such Sponsor Units free and clear of all Liens.
Ownership of the Sponsor Units. Assuming no purchase by the Underwriters of the Additional Units, at the applicable Delivery Date, after giving effect to the Transactions, (A) HINDL will own [ ] Common Units and [ ] Subordinated Units and (B) GIP will own [ ] Common Units and [ ] Subordinated Units (collectively, the “Sponsor Units”); such Sponsor Units 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 17-303, 17-607, and 17-804 of the DRULPA); and the Sponsors will own such Sponsor Units free and clear of all Liens (except for (i) restrictions on transferability as contained in the Partnership Agreement or as described in the Registration Statement, the Time of Sale Prospectus or the Prospectus and (ii) Liens created or arising under the DRULPA).
