Retained Units Clause Samples
Retained Units. (a) The Company hereby agrees that it will take all reasonable steps necessary to (i) identify, in the records of the Company and any equity ownership record or ledger maintained by the Company, the Company Common Units identified on Schedule 2.04(c) as being “Retained Units” and (ii) maintain such designation with respect to such units upon any transfer of such units. Team hereby agrees that it will, and the Company hereby agrees to cause Team to, take all reasonable steps necessary to (i) identify in the records of Team, including the stock register maintained by Team, the Team Common Shares identified on Schedule 2.04(c) as underlying Company Common Units that will be issued in the Reorganization Merger and that are identified as being “Retained Units” for purposes of the Recapitalization Merger and (ii) maintain such designation with respect to such shares upon any transfer of such shares.
(b) The Company hereby agrees that it will not, without the prior written consent of Purchaser, with respect to any Transfer (as defined for purposes of this sentence only in the Company Securityholders Agreement) or proposed Transfer of Company Common Units by any holder of Retained Units identified on Schedule 2.04(c), as amended or supplemented, or any of their respective successors or assigns, waive any of its rights under Sections 2 or 5 of the Company Securityholders Agreement or consent to any such Transfer and that it will not record any Transfer or attempted Transfer in violation of any provision of the Company Securityholders Agreement on its books or treat any purported transferee of such Company Common Units as the owner of such Company Common Units for any purpose. Team hereby agrees that it will not, without the prior written consent of Purchaser, with respect to any Transfer (as defined for purposes of this sentence only in the Team Stockholders Agreement) or proposed Transfer of Team Common Shares by any holder of Retained Units identified on Schedule 2.04(c), as amended or supplemented, or any of their respective successors or assigns, waive any of its rights under Sections 2 or 5 of the Team Stockholders Agreement or consent to any such Transfer and that it will not record any Transfer or attempted Transfer in violation of any provision of the Team Stockholders Agreement on its books or treat any purported transferee of such Team Common Shares as the owner of such Team Common Shares for any purpose.
Retained Units. (a) Seller is the sole legal and beneficial owner of the Retained Units and has exclusive occupation of the Retained Units. Seller owns good and marketable title to the Retained Units. No third party has any rights with respect to the Retained Units which are in conflict with or superior to the rights of Buyer as set forth in Articles 6.14 and 6.16 hereof or as set forth in the Co-Owners Regulations, other than for Permitted Encumbrances.
(b) There is no dispute, claim, action, demand or complaint which is outstanding or threatened in respect of the Retained Units or any part thereof.
(c) The current use of the Retained Units as well as of the land and buildings adjacent to the Retained Units is a lawful use under all relevant municipal, cantonal and federal planning and administrative legislation, and Seller is not aware of any outstanding or pending orders, notices or other requirements of any authority which may adversely affect the existing use of the Retained Units.
(d) No development, alterations, extensions or other improvements have been carried out in relation to any part of the Retained Units which are unlawful or have been carried out without all necessary consents, approvals, orders, permits and permissions.
(e) There are no resolutions, proposals, orders or acts made for the compulsory acquisition or change in approved use of any part of the Retained Units.
(f) The persons listed in Schedule 5.9(g)(i) have no actual knowledge (whereby it is understood that such persons have no duty of independent verification) of a fact that, as they actually know, would prevent Buyer from obtaining the necessary approvals from the competent public authorities to implement the modifications to the Retained Units as set out in Schedule 5.9(g)(ii).
Retained Units. CII shall retain 7,282,183 CC VIII Class A Preferred Units (the "Retained Units"). CII, as holder of the Retained Units, shall have the rights set forth in the CC VIII LLC Agreement.
Retained Units. Each Unit outstanding immediately prior to the Effective time owned by limited partners that elected in the Restructuring to retain their Units (each a Retained Unit) shall, by virtue of the Merger and without any further action by the holder thereof, be converted into one (1) share of Knight ▇▇▇▇▇▇ common stock, par value $.0001 per share.
Retained Units. The handling, location and other matters relating to the Retained Units are described on Exhibit F.