Common use of Restrictions on Issuance or Transfer of Units Clause in Contracts

Restrictions on Issuance or Transfer of Units. (a) The obligation of the Partnership to deliver Units upon distribution of the Phantom Restricted Units shall be subject to the condition that if at any time the Committee shall determine in its discretion that the listing, registration or qualification of the Units upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance of the Units, the Units may not be issued in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Committee. In the event an exemption from registration under the Securities Act of 1933 (the "Securities Act") is available, the Participant (or the Participant's estate or personal representative in the event of the Participant's death or incapacity), if requested by the Partnership to do so, will execute and deliver to the Partnership in writing an agreement containing such provisions as the Partnership may require to assure compliance with applicable securities laws. No sale or disposition of Units acquired pursuant to this grant by the Participant shall be made in the absence of an effective registration statement under the Securities Act with respect to such Units unless an opinion of counsel satisfactory to the Partnership is provided that such sale or disposition will not constitute a violation of the Securities Act or any other applicable securities laws is first obtained.

Appears in 2 contracts

Samples: Phantom Unit Grant Agreement (Atlas Pipeline Holdings, L.P.), Phantom Unit Grant Agreement (Atlas Pipeline Holdings, L.P.)

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Restrictions on Issuance or Transfer of Units. (a) The obligation of the Partnership to deliver Units upon distribution of the Phantom Restricted Units shall be subject to the condition that if at any time the Committee shall determine in its discretion that the listing, registration or qualification of the Units upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance of the Units, the Units may not be issued in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Committee. In the event an exemption from registration under the Securities Act of 1933 (the "Securities Act") is available, the Participant (or the Participant's ’s estate or personal representative in the event of the Participant's ’s death or incapacity), if requested by the Partnership to do so, will execute and deliver to the Partnership in writing an agreement containing such provisions as the Partnership may require to assure compliance with applicable securities laws. No sale or disposition of Units acquired pursuant to this grant by the Participant shall be made in the absence of an effective registration statement under the Securities Act with respect to such Units unless an opinion of counsel satisfactory to the Partnership is provided that such sale or disposition will not constitute a violation of the Securities Act or any other applicable securities laws is first obtained.

Appears in 1 contract

Samples: Incentive Plan Phantom Unit Grant Agreement (Atlas Pipeline Holdings, L.P.)

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Restrictions on Issuance or Transfer of Units. (a) The obligation of the Partnership to deliver Units upon distribution of the Phantom Restricted Units shall be subject to the condition that if at any time the Committee shall determine in its discretion that the listing, registration or qualification of the Units upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance of the Units, the Units may not be issued in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Committee. In the event an exemption from registration under the Securities Act of 1933 (the "Securities Act") is available, the Participant (or the Participant's ’s estate or personal representative in the event of the Participant's ’s death or incapacity), if requested by the Partnership to do so, will execute and deliver to the Partnership in writing an agreement containing such provisions as the Partnership may require to assure compliance with applicable securities laws. No sale or disposition of Units acquired pursuant to this grant by the Participant shall be made in the absence of an effective registration statement under the Securities Act with respect to such Units unless an opinion of counsel satisfactory to the Partnership is provided that such sale or disposition will not constitute a violation of the Securities Act or any other applicable securities laws is first obtained.

Appears in 1 contract

Samples: Unit Grant Agreement (Atlas Resource Partners, L.P.)

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