Redeemed Units Sample Clauses
Redeemed Units. As of the date hereof, ETE Holdings is the record and beneficial owner of 50,226,967 ETP Common Units, and, after giving effect to the ETE Unit Contribution, will be the record and beneficial owner of 55,386,967 ETP Common Units. After giving effect to the transactions contemplated hereby, ETE Holdings will be the record and beneficial owner of 5,226,967 ETP Common Units. The Subject Units and the Contributed Units will constitute all of the ETP Common Units owned of record or beneficially by ETE Holdings immediately prior to giving effect to the transactions contemplated hereby. Upon delivery of the Redeemed Units to ETP at the Closing and upon issuance of the Class H Units to ETE Holdings as consideration as provided for in Section 1.3, ETE Holdings 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 Holdings to deliver the Redeemed Units to ETP as contemplated hereby 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 Holdings 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 Holdings to deliver the Redeemed Units to ETP as contemplated hereby and (y) would not apply to the Redeemed Units after the delivery of the Redeemed Units to ETP pursuant to this Agreement.
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.
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.
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.
Redeemed Units. The Redemption Notice shall specify the number of Class X Umbrella Units (the “Redeemed Units”) that the Redeeming Member intends to have the Company redeem. If such Redeeming Member is a Permitted Redeeming Transferee, the Class X Umbrella Units that the Permitted Redeeming Transferee receives from Aggregator shall be deemed such Permitted Redeeming Transferee’s Redeemed Units.
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.
Redeemed Units. Original unit certificates representing the ETP Common Units comprising the Redeemed Units;
Redeemed Units. The Corporation shall have the option (as determined solely by the Disinterested Majority) as provided in Section 11.02 to elect to have the Redeemed Units be redeemed in consideration for either a Share Settlement or a Cash Settlement; provided, for the avoidance of doubt, that the Corporation may elect to have the Redeemed Units be redeemed in consideration for a Cash Settlement only to the extent that the Corporation has cash available in an amount equal to at least the Redeemed Units Equivalent, which cash was received from a Qualifying Offering. The Corporation shall give written notice (the “Election Notice”) to the Company (with a copy to the Redeeming Member) of such election on the earlier of (i) three (3) Business Days of receiving the Redemption Notice and (ii) the Redemption Date specified in the Redemption Notice; provided, that if the Corporation does not timely deliver an Election Notice, the Corporation shall be deemed to have elected the Share Settlement method. Notwithstanding anything to the contrary in this Agreement, neither the Corporation (acting through the Disinterested Majority) nor the Company shall effectuate a Cash Settlement unless the Corporation (acting through the Disinterested Majority) has authorized and consummated a Qualifying Offering by no later than the Redemption Date for the purpose of satisfying such Cash Settlement. If for any reason the Corporation is unable to complete such Qualifying Offering by the Redemption Date, then the applicable Redeemed Units shall instead be redeemed by Share Settlement, notwithstanding that the Corporation (acting through the Disinterested Majority) may have initially elected a Cash Settlement of such Redeemed Units.
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