Subject Units. The parties hereto hereby acknowledge and agree that all Partnership Securities granted to the Employee as or in settlement of Awards at any time or times prior to the consummation of an Initial Public Offering (“Subject Units”) shall be subject to the terms and conditions of this Agreement.
Subject Units. Unless this Agreement shall have been terminated in accordance with its terms, each Securityholder shall tender or cause to be tendered pursuant to the OP Offer all of such Securityholder’s Subject Units in exchange for the Offer Price.
Subject Units. As of the date hereof and immediately prior to the Closing, WGRAH is the record and beneficial owner of the Subject Units, which are held by WGRAH free and clear of all Liens except for restrictions on transfer provided for in the Partnership Agreement and pursuant to applicable securities Laws. Neither WGRAH nor any of its Affiliates, nor any Person on behalf of WGRAH or any of its Affiliates, has taken, directly or indirectly, any action designed to cause or that would result in, or that constitutes or that might reasonably be expected to constitute, the stabilization or manipulation of the market price of the Common Units.
Subject Units. (a) The Member agrees that (i) from the date hereof until the Expiration Time, it shall not, and shall not commit or agree to, without Neurotrope’s prior written consent, directly or indirectly, whether by merger, consolidation or otherwise, offer for sale, sell (including short sales), transfer, tender, pledge, encumber, assign or otherwise dispose of (including by gift or by operation of law) (collectively, a “Transfer”), or enter into any contract, option, derivative, hedging or other agreement or arrangement or understanding (including any profit-sharing arrangement) with respect to, or consent to or permit, a Transfer of, any or all of the Subject Units or any interest therein; and (ii) during the Voting Period, it shall not, and shall not commit or agree to, without Neurotrope’s prior written consent, (A) grant any proxies or powers of attorney with respect to any or all of the Subject Units or agree to vote (or sign written consents in respect of) the Subject Units on any matter or divest itself of any voting rights in the Subject Units, or (B) take any action that would have the effect of preventing or disabling the Member from performing its obligations under this Agreement. Notwithstanding the foregoing, the Member may (1) make transfers or dispositions of the Subject Units to any member of the immediate family of the Member or to any trust for the direct or indirect benefit of the Member or the immediate family of the Member, (2) make transfers or dispositions of the Subject Units by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the Member, (3) make transfers of the Subject Units to unitholders, direct or indirect affiliates (within the meaning set forth in Rule 405 under the Securities Act of 1933, as amended), current or former partners (general or limited), members or managers of the Member, as applicable, or to the estates of any such unitholders, affiliates, partners, members or managers, or to another corporation, partnership, limited liability company or other business entity that controls, is controlled by or is under common control with the Member, (4) make transfers that occur by operation of law pursuant to a qualified domestic relations order or in connection with a divorce settlement, (5) make transfers or dispositions not involving a change in beneficial ownership and (6) if the Member is a trust, make transfers or dispositions to any ...
Subject Units. As of the date hereof and immediately prior to the Closing, WGR is the record and beneficial owner of the Subject Units, which are held by WGR free and clear of all Liens except for restrictions on transfer provided for in the Partnership Agreement and pursuant to applicable securities Laws. Neither WGR nor any of its Affiliates, nor any Person on behalf of WGR or any of its Affiliates, has taken, directly or indirectly, any action designed to cause or that would result in, or that constitutes or that might reasonably be expected to constitute, the stabilization or manipulation of the market price of the Common Units.
Subject Units. All units of GTX 75 handset Products provided under the Supplier Agreement and returned to UTS Inc. prior to the Effective Date or pursuant to the terms of this Agreement. Exhibit B
Subject Units. The issuance of the Subject Units by the Issuer has been duly authorized and approved by all requisite partnership action, and such Subject Units shall, when issued in consideration for the contribution by the Contributor of the Assigned Equity Interests pursuant to this Agreement, be validly issued, fully paid and (except as set forth in Sections 17-303(a) and 17-607 of the Delaware LP Act) non-assessable.
Subject Units. As of the date hereof and immediately prior to the Closing, Anadarko is the beneficial owner of the Subject Units, which are held by Anadarko free and clear of all Liens except for restrictions on transfer provided for in the Partnership Agreement and pursuant to applicable securities Laws. Neither Anadarko nor any of its Affiliates, nor any Person on behalf of Anadarko or any of its Affiliates, has taken, directly or indirectly, any action designed to cause or that would result in, or which constitutes or that might reasonably be expected to constitute, the stabilization or manipulation of the market price of the WES Common Units.
