Partnership Units Sample Clauses
Partnership Units. Each Partner shall own Partnership Units in the amounts set forth for such Partner in Exhibit A and shall have a Percentage Interest in the Partnership as set forth in Exhibit A, which Percentage Interest shall be adjusted in Exhibit A from time to time by the General Partner to the extent necessary to reflect accurately redemptions, additional Capital Contributions, the issuance of additional Partnership Units or similar events having an effect on the number of Partnership Units held by, and the Percentage Interest of, any Partner. Each Partnership Unit shall entitle the holder thereof to one vote on all matters on which the Partners (or any portion of the Partners) are entitled to vote under this Agreement.
Partnership Units. The Partnership Units issued pursuant ----------------- to the Transaction Documents are duly authorized and, when issued in accordance with the Transaction Documents, will be duly issued, fully paid and nonassessable and will be unencumbered except for the security interest created by paragraph 11 hereof.
Partnership Units. The Partnership Units to be issued to the Contributor pursuant to this Agreement will have been duly authorized and, when issued against the consideration therefor, will, subject to the terms of the OP Agreement, be validly issued to the Contributor by the Operating Partnership free and clear of all Liens created by the Operating Partnership.
Partnership Units. The Limited Partners shall contribute to the capital of the Partnership, for each Unit subscribed, cash in the amount determined by the General Partners; provided, however, that all Units subscribed for as part of the initial public offering of such Units, as contemplated by Section 1.06(d), shall be paid for in cash in an amount equal to One Hundred Dollars ($100) for each Unit subscribed.
Partnership Units. The number of partnership units set forth in Section 5.01 above represent each Partner’s partnership interest in the Partnership. Each Partner’s partnership units may, but need not, be evidenced by unit certificates in such form as the General Partner may from time to time prescribe. If unit certificates are issued, the number of partnership units held by a Partner shall be designated on that Partner’s unit certificate. Unit certificates, if any, shall be signed by the General Partner or an officer of the General Partner and registered in such manner, if any, as the General Partner may prescribe.
Partnership Units. 4.1 Partnership Interests. Interests in the Partnership shall be represented by Units, such other Class or Classes of equity interests in the Partnership, or such other Partnership securities, as the General Partner may establish in its sole discretion in accordance with the terms hereof. The General Partner may establish other Classes of Units, other equity interests in the Partnership or other Partnership securities from time to time in accordance with such procedures and subject to such conditions and restrictions and with such rights, obligations, powers, designations, preferences and other terms, which may be senior to any then existing or future Classes of Units, other equity interests in the Partnership or other Partnership securities, as the General Partner shall determine from time to time in its sole discretion, without the vote or consent of any Limited Partner or any other Person, including (i) the right of such Units, other equity interests or other Partnership securities to share in Profits and Losses or items thereof; (ii) the right of such Units, other equity interests or other Partnership securities to share in Partnership distributions; (iii) the rights of such Units, other equity interests or other Partnership securities upon dissolution and liquidation of the Partnership; (iv) whether, and the terms and conditions upon which, the Partnership may or shall be required to redeem such Units or other equity interests or other Partnership securities (including sinking fund provisions); (v) whether such Units or other equity interests or other Partnership securities are issued with the privilege of conversion or exchange and, if so, the terms and conditions of such conversion or exchange; (vi) the terms and conditions upon which such Units or other equity interests or other Partnership securities will be issued, evidenced by certificates and assigned or transferred; (vii) the method for determining the Total Percentage Interest as to such Units or other equity interests or other Partnership securities; (viii) the terms and conditions of the issuance of such Units or other equity interests or other Partnership securities; and (ix) the right, if any, of the holder of such Units or other equity interests or other Partnership securities to vote on Partnership matters, including matters relating to the relative designations, preferences, rights, powers and duties of such Units or other equity interests or other Partnership securities. The General P...
Partnership Units. (i) upon issuance to Contributor, the Partnership Units shall be free and clear of any and all liens, encumbrances, and interests of any third party, (ii) no person other than Contributor has any rights or claims of any kind or nature in or to the Partnership Units, and (iii) the issuance of the Partnership Units to Contributor will not result in a breach of any terms, covenants, provisions, or conditions of any agreement that is binding on GIPLP or any of its property or assets.
Partnership Units. Each Occidental Partner Sub owns beneficially and of record the Units set forth opposite its name on Schedule 4.6 and the partnership interests that relate thereto free and clear of all Encumbrances, and such Units and related partnership interests are not subject to any agreements or understandings with respect to the voting, ownership or Transfer thereof or with respect to any other rights of a partner of the Partnership holding such Units under the Partnership Agreement. There are no outstanding subscriptions, options, convertible securities, warrants or calls of any kind issued or granted by, or binding upon, any Occidental Party or any of its Affiliates to purchase or otherwise acquire or to sell or otherwise dispose of the Units or the related partnership interests.
Partnership Units. Prior to the consummation of the Offer, the Company shall not permit any Person that is a party to the Exchange Agreement to exchange such Person’s units of Athlon Holdings LP (“Partnership Units”) for shares of Common Stock. Except where Parent has exercised its right to purchase Partnership Units pursuant to one or more Non-Conversion Agreements, immediately following consummation of the Offer, the Company shall take all actions as are necessary to cause all Partnership Units (other than those Partnership Units held by the Company) to be exchanged for shares of Common Stock pursuant to the Exchange Agreement (the “Exchange”). Except where Parent has exercised its right to purchase Partnership Units pursuant to one or more Non-Conversion Agreements, to the extent the Exchange is not effected as contemplated by the preceding sentence, the Exchange shall be deemed to have been effected immediately prior to consummation of the Merger, whereupon all Partnership Units (other than those units held by the Company) shall cease to be outstanding.
Partnership Units. Subject to Section 7.13 of the Partnership Disclosure Letter, each restricted Partnership Unit granted under the Partnership’s equity compensation plans (each such unit, a “Partnership Restricted Unit” and such plans, the “Partnership Equity Plans”) that is outstanding immediately prior to the LP Merger Effective Time shall, at the LP Merger Effective Time, be converted into restricted shares of Parent Common Stock (a “Parent Award”), on substantially the same terms and conditions as were applicable to the applicable Partnership Restricted Unit (including vesting terms) prior to the LP Merger Effective Time, except that the number of shares of Parent Common Stock subject to each such Parent Award (rounded down to the nearest whole share) shall be equal to the number of Partnership Units subject to the applicable Partnership Restricted Unit award immediately prior to the LP Merger Effective Time multiplied by the All Equity Exchange Ratio.