Redeemed Units Sample Clauses

Redeemed Units. Assignor has not sold, assigned, transferred, conveyed, pledged or otherwise disposed of or encumbered any of the Redeemed Units, other than as set forth in the LLC Agreement. Assignor has exclusive good, valid and indefeasible title to the Redeemed Units, free and clear of any and all Liens, other than as set forth in the LLC Agreement. Following the assignment and transfer of the Redeemed Units to the Company as contemplated by this Agreement (and immediately prior to the cancellation of the Redeemed Units), the Redeemed Units shall have been transferred exclusively to the Company, free and clear of all Liens other than as set forth in the LLC Agreement. Assignor acknowledges and agrees that (i) if not redeemed by the Company hereunder, in the future, the Redeemed Units may be sold for a price far in excess of the fair market value of the REPX Shares, and (ii) the future values of the Redeemed Units and the REPX Shares are unknown and, no matter the degree of any increase, Assignor wishes to effect the transactions contemplated by this Agreement.
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Redeemed Units. UPC Holding is the record and beneficial owner of the Redeemed Units. The Redeemed Units are UPC Holding’s only membership interest of any nature in the Company. The transfer to the Company by UPC Holding of the Redeemed Units in accordance with this Agreement will pass to the Company good and marketable title to the Redeemed Units, and all other incidents of record and beneficial ownership pertaining thereto, free and clear of any Liens. None of the Redeemed Units is subject to any voting trust or other contract, agreement, arrangement, commitment or understanding, written or oral, restricting or otherwise relating to the voting or disposition of the Redeemed Units, other than this Agreement and the Limited Liability Company Agreement of the Company. No proxies or powers of attorney have been granted with respect to the Redeemed Units. Except as contemplated herein, there are no outstanding warrants, options, agreements, convertible or exchangeable securities or other commitments pursuant to which UPC Holding is or may become obligated to sell any of the Redeemed Units.
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Redeemed Units. As of the date hereof, Green Plains is the direct record and beneficial owner of the Green Plains Units and the GP Interest, and, after giving effect to the Redemption, will be the direct record and beneficial owner of 8,585,037 Green Plains Units and 472,198 GP Units. Upon delivery of the Assets at the Closing as consideration as provided for in Section 2.2, Green Plains shall deliver the Redeemed Units to the Partnership free and clear of all Liens. None of the Redeemed Units are subject to any voting trust or other contract, agreement, arrangement, commitment or understanding, written or oral, restricting or otherwise relating to the voting or disposition of the Redeemed Units, other than this Agreement and the organizational documents of the Partnership. No proxies or powers of attorney have been granted with respect to the Redeemed Units, other than proxies or powers of attorney that (a) would not reasonably be expected to impair the ability of Green Plains to deliver the Redeemed Units to the Partnership pursuant to this Agreement and (b) would not apply to the Redeemed Units after the delivery of the Redeemed Units to the Partnership pursuant to this Agreement. Except as contemplated herein, there are no outstanding warrants, options, agreements, convertible or exchangeable securities or other commitments pursuant to which Green Plains is or may become obligated to transfer any of the Redeemed Units, except as (x) would not reasonably be expected to impair the ability of Green Plains to deliver the Redeemed Units to the Partnership pursuant to this Agreement and (y) would not apply to the Redeemed Units after the delivery of the Redeemed Units to the Partnership pursuant to this Agreement.
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Redeemed Units. Original unit certificates representing the ETP Common Units comprising the Redeemed Units;
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Redeemed Units. The undersigned Redeeming Member intends to have the Company redeem the following number of Common Units of the Company: [•] Common Units. The undersigned Redeeming Member intends to transfer to Symbotic Inc. (“Pubco”) [•] paired shares of Class V-1 Common Stock of Pubco and [•] paired shares of Class V-3 Common Stock of Pubco in connection with such redemption for cancellation and retirement by Pubco.
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Redeemed Units. Foundation Preferred Units shall be considered redeemed for purposes of this Agreement effective immediately prior to any Change of Status Transaction, notwithstanding the fact that the Company may have a continuing obligation under this Section 3.5 to pay the Preferred Redemption Price. Except for any continuing right to be paid the Preferred Redemption Price, all rights of the holder of such Foundation Preferred Units shall cease, and such Preferred Unit shall not be deemed to be outstanding, after the closing of any redemption hereunder.
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Redeemed Units. As of the date hereof, ETE is the direct record and beneficial owner of 44,324,102 ETP Common Units, and, after giving effect to the Redemption, will be the direct record and beneficial owner of 25,614,102 ETP Common Units. In addition to the Subject Units, ETE indirectly is the beneficial owner of 5,226,967 ETP Common Units owned by ETE Common Holdings, LLC (the “ETE Holdings Units”). The Subject Units and the ETE Holdings Units will constitute all of the ETP Common Units owned of record or beneficially by ETE immediately prior to giving effect to the transactions contemplated hereby. Upon delivery of the Trunkline Interest to ETE at the Closing as consideration as provided for in Section 1.3, ETE shall deliver the Redeemed Units to ETP free and clear of all Liens. None of the Redeemed Units are subject to any voting trust or other contract, agreement, arrangement, commitment or understanding, written or oral, restricting or otherwise relating to the voting or disposition of the Redeemed Units, other than this Agreement and the organizational documents of ETP. No proxies or powers of attorney have been granted with respect to the Redeemed Units, other than proxies or powers of attorney that (a) would not reasonably be expected to impair the ability of ETE to deliver the Redeemed Units to ETP pursuant to this Agreement and (b) would not apply to the Redeemed Units after the delivery of the Redeemed Units to ETP pursuant to this Agreement. Except as contemplated herein, there are no outstanding warrants, options, agreements, convertible or exchangeable securities or other commitments pursuant to which ETE is or may become obligated to transfer any of the Redeemed Units, except as (x) would not reasonably be expected to impair the ability of ETE to deliver the Redeemed Units to ETP pursuant to this Agreement and (y) would not apply to the Redeemed Units after the delivery of the Redeemed Units to ETP pursuant to this Agreement.
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Redeemed Units. Prior to giving effect to the transaction contemplated hereby, the Selling Unitholder is the record and beneficial owner of 3,000,000 Series A Preferred Units. Such Series A Preferred Units constitute all of the Series A Preferred Units owned of record or beneficially by the Selling Unitholder, prior to giving effect to the transactions contemplated hereby. Upon delivery of the certificate or certificates representing the Redeemed Units to the Partnership at the Closing and upon payment by the Partnership of the consideration referred to in Section 1.3 in accordance with this Agreement, the Selling Unitholder shall transfer the Redeemed Units to the Partnership free and clear of all Liens. None of the Redeemed Units is subject to any voting trust or other contract, agreement, arrangement, commitment or understanding, written or oral, restricting or otherwise relating to the voting or disposition of the Redeemed Units, other than this Agreement and the organizational documents of the Partnership. No proxies or powers of attorney have been granted with respect to the Redeemed Units, other than proxies or powers
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Related to Redeemed Units

  • Class B Units The term “Class B Units” means the Units having the privileges, preferences, and rights specified with respect to “Class B Units” in this Agreement, including those described in Section 7.1(c)(3).

  • Redemption of Units If the underwriters (the “Underwriters”) in the Company’s initial public offering (the “IPO”) do not exercise in full their over-allotment option to be granted by the Company pursuant to an underwriting agreement by and among the Underwriters and the Company, then either (i) the Company shall redeem from Purchaser, at a redemption price equal to $0.01 per Unit, or (ii) the Purchaser shall forfeit, a number of Units equal to 6,000 multiplied by the percentage of the Underwriters’ over-allotment option that remains unexercised as of the expiration date thereof.

  • Common Units The capital structure of the Company shall consist of one class of common interests (the "Common Units"). The Company shall have authority to issue one thousand (1,000) Common Units. Each Common Unit shall have one vote and shall otherwise be identical with each other Common Unit in every respect.

  • Redemption of Partnership Interests of Ineligible Holders (a) If at any time a Limited Partner fails to furnish an Eligibility Certificate or any other information requested within the period of time specified in Section 4.9, or if upon receipt of such Eligibility Certificate or other information the General Partner determines, with the advice of counsel, that a Limited Partner is an Ineligible Holder, the Partnership may, unless the Limited Partner establishes to the satisfaction of the General Partner that such Limited Partner is not an Ineligible Holder or has transferred his Limited Partner Interests to a Person who is not an Ineligible Holder and who furnishes an Eligibility Certificate to the General Partner prior to the date fixed for redemption as provided below, redeem the Limited Partner Interest of such Limited Partner as follows:

  • Preferred Units Without the consent of any Common Unitholder and notwithstanding anything herein to the contrary, the Board may cause the Company to issue one or more series of Preferred Units, which Preferred Units would have rights senior to those of the Common Units, and such other characteristics as the Board may determine, but, for so long as the Company operates as a closed-end management investment company, in a manner that complies with the legal requirements applicable to a closed-end management investment company. Prior to the issuance of a series of Preferred Units, the Board shall set the terms, preferences, conversion or other rights, voting powers, restrictions, limitations as to distributions, qualifications and terms or conditions of redemption.

  • OP Units Any portion of the Consideration payable hereunder in the form of common units of limited partnership interests of the Operating Partnership (“OP Units”) shall be registered in the name of Contributor. OP Units will not be delivered to Contributor unless Section 2.2(j) hereof is true and correct as of the Closing Date. No fractional OP Units will be issued and OP Units will be rounded to the nearest whole number. The Consideration payable to Contributor, whether in cash, in OP Units or a combination thereof, may be reduced by the amount the Operating Partnership reasonably determines must be withheld for tax purposes. The rights and obligations of holders of OP Units as of the Closing will be as set forth in the First Amended and Restated Agreement of Limited Partnership of the Operating Partnership (the “Partnership Agreement”), the form of which was filed as Exhibit 10.1 to Amendment No. 1 to the REIT’s Registration Statement on Form S-11 (File No. 333-231677), which the REIT filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 31, 2019 (the “IPO Registration Statement”). Although initially the OP Units will not be certificated and the Operating Partnership does not currently expect the OP Units will ever be certificated, any certificates, subsequently issued evidencing the OP Units will bear appropriate legends (i) indicating that the issuance of the OP Units has not been registered under the Securities Act of 1933, as amended (“Securities Act”) and that the OP Units may not be transferred absent registration under the Securities Act or an exemption from the registration requirements, (ii) indicating that the Partnership Agreement will restrict the transfer of the OP Units and (iii) describing the ownership limitations and transfer restrictions imposed by the charter of the REIT with respect to shares of the REIT’s capital stock.

  • Redemption of Partnership Interests of Non-citizen Assignees (a) If at any time a Limited Partner or Assignee fails to furnish a Citizenship Certification or other information requested within the 30-day period specified in Section 4.9(a), or if upon receipt of such Citizenship Certification or other information the General Partner determines, with the advice of counsel, that a Limited Partner or Assignee is not an Eligible Citizen, the Partnership may, unless the Limited Partner or Assignee establishes to the satisfaction of the General Partner that such Limited Partner or Assignee is an Eligible Citizen or has transferred his Partnership Interests to a Person who is an Eligible Citizen and who furnishes a Citizenship Certification to the General Partner prior to the date fixed for redemption as provided below, redeem the Partnership Interest of such Limited Partner or Assignee as follows:

  • Membership Units The Company is initially organized with One (1) class of Membership Interests, designated in Units, which Units are initially the only class of equity in the Company. The Units shall have no par value and shall be of a single class with identical rights. The Company shall have a first lien on the Units of any Member for any debt or liability owed by such Member to the Company. Additional and different classes of Membership Interests represented by different Units may be created and issued to new or existing Members on such terms and conditions as the Governors may determine. Such additional and different classes may have different rights, powers and preferences (including, without limitation, voting rights and distribution preferences), which may be superior to those of existing Members. Members shall have no preemptive rights to acquire additional or newly created Units.

  • 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.

  • Class A Units If a Warrantholder exercises Warrants in connection with a tender offer for settlement prior to the First Regular Call Date, each Class A Unit called in connection with such exercise shall receive, in addition to principal and accrued interest, $1.50 per Class A Unit from the proceeds of the Warrant exercise. Class B Payments: If a Warrantholder exercises Warrants, then the Class B Units designated to be called in connection with such exercise shall receive the corresponding portion of the Class B Present Value Amount, adjusted for accrued Class B Payments on the Class B Units otherwise paid. If the Underlying Security Issuer redeems Underlying Securities and the previous paragraph does not apply, then the Class B Units designated for a redemption in connection with such redemption of Underlying Securities shall receive the amount with respect to the Class B Present Value Amount allocated for distribution in accordance with the applicable provisions of the Distribution Priorities below, paid as of the date of such redemption as an additional distribution.

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