Transferred Units Sample Clauses

Transferred Units. Immediately prior to giving effect to the transfer contemplated by this Instrument, Transferor owns, beneficially and of record, the Transferred Units free and clear of any Liens.
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Transferred Units. For any taxable year of the Partnership, the portion of any item of income, gain, profit, or loss that is allocable to any Unit which has been transferred during the year in accordance with the provisions of this Agreement will be allocated between the transferor and the transferee of the Unit, based upon the number of days during the year that each was the owner of the Unit pursuant to the provisions of this Agreement. Except as provided in the last sentence of this Section 6.3, the allocation between transferor and transferee will be made without regard to when the item, or any portion of the item, was actually realized by the Partnership, and without regard to whether cash distributions were made to the transferor or transferee of the Unit. Notwithstanding any suggestion to the contrary in this Section 6.3, any item of income, gain, profit, or loss attributable to the sale or other disposition of Partnership assets that is allocable to a Unit that has been transferred will be allocated to the record owner of the Unit as of the time of the sale or other disposition.
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Transferred Units. If any portion of the Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered or transferred Unit is registered, it shall be a condition to such payment that (i) such Unit shall be properly transferred and (ii) the Person requesting such payment shall pay to the Paying Agent any transfer or other Taxes required as a result of such payment to a Person other than the registered holder of such Unit or establish to the satisfaction of the Paying Agent that such Taxes have been paid or are not payable.
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Transferred Units. From the date hereof until the earlier of the Closing Date or the termination of this Agreement pursuant to Section 6.01 (the “Interim Period”), (i) no Xxxxxxx Sellers will transfer, issue, sell, pledge, encumber or dispose of any Transferred Xxxxxxx Seller Units, or agree to do any of the foregoing, other than the distribution by Xxxxxxx Specialty of Transferred Xxxxxxx Seller Units to its members, (ii) WCAS Blocker will not transfer, issue, sell, pledge, encumber or dispose of any WCAS Blocker Common Units, or agree to do any of the foregoing, (iii) no WCAS Seller will transfer, issue, sell, pledge, encumber, or dispose of any WCAS Transferred Blocker Units, or agree to do any of the foregoing, (iv) no Incentive Unit Holder will transfer, issue, sell, pledge, encumber, or dispose of any Incentive Units or Exchanged Units, or agree to do any of the foregoing, and (v) no Health Systems Seller will transfer, issue, sell, pledge, encumber or dispose of any Transferred Health Systems Units, or agree to do any of the foregoing, in each case, without the prior written consent of Buyer.
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Transferred Units. Seller 2 shall cause the condominium units set forth in Section 6.15 of the Disclosure Schedule owned by CAP LV LLC as of the date of this Agreement to be transferred to New Propco prior to the Closing. Following such transfer, all Existing Propco Property owned by CAP LV will have been transferred to New PropCo.
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Transferred Units. If any Units are transferred, or is increased or decreased by reason of the admission of a new Member or otherwise, during any Fiscal Year, each item of income, gain, loss, deduction, or credit of the Company for such Fiscal Year shall be allocated among the Members, as reasonably determined by the Class A Member in accordance with any method permitted by Code Section 706(d) and the Treasury Regulations promulgated under that Section to take into account the Members varying interests in the Company during such Fiscal Year.
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Transferred Units. The Transfer Parties confirm that, upon completion of the Appraisal, the vested Class A Common Units in each of the Partnerships comprising the Transferred Units in each Transfer are as follows: Transferor Party Transferee Party Partnership Common Units JODT Xxx OZM 2,875,645 JODT Xxx XXX XX 2,875,645 Xxx JODT XXX 12,218,500 JODT XXXX OZM 2,875,621 JODT XXXX XXX II 2,875,621 XXXX JODT XXX 12,218,398 /s/ Xxxxxx X. Och XXXXXX X. OCH THE FAMILY TRUST CREATED UNDER ARTICLE III OF THE XXXX X. OCH 2011 DESCENDANTS’ TRUST AGREEMENT By: /s/ Xxxxx Och Kalver Name: Xxxxx Och Kalver Title: Trustee By: /s/ Xxxxxxxx Och Name: Xxxxxxxx Och Title: Trustee THE FAMILY TRUST CREATED UNDER ARTICLE IV OF THE XXXXXX X. OCH 2014 DESCENDANTS’ TRUST AGREEMENT By: /s/ Xxxxxx X. Och Name: Xxxxxx X. Och Title: Trustee By: /s/ Xxxx X. Och Name: Xxxx X. Och Title: Trustee
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Transferred Units. If any Unit is transferred during any accounting period in compliance with Article 6, Net Profits, Net Losses, each item thereof, and all other items attributable to the Unit for such period shall be divided and allocated between the transferor and the transferee by taking into account their varying interests during the period in accordance with Code Section 706(d), using any conventions permitted by law and selected by the Members. All distributions on or before the date of such transfer shall be made to the transferor, and all distributions thereafter shall be made to the transferee. Solely for purposes of making such allocations and distributions, the Company shall recognize such transfer not later than the end of the calendar month during which it is given notice of such transfer, provided that if the Company does not receive a notice stating the date such Unit was transferred and such other information as the non-transferring Members may reasonably require within thirty (30) days after the end of the accounting period during which the transfer occurs, then all of such items shall be allocated, and all distributions shall be made, to the Person who, according to the books and records of the Company, on the last day of the accounting period during which the transfer occurs, was the owner of the Unit. Neither the Company nor any Member shall incur any liability for making allocations and distributions in accordance with the provisions of this Section 5.3(b), whether or not any Member or the Company has knowledge of any transfer of ownership of any Unit.
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Transferred Units. In consideration of the sale of the Transferred Units, the LP Buyer agrees to:
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Related to Transferred Units

  • Transferred Shares A Co-Sale Holder shall effect its participation in the co-sale by promptly delivering to the Selling Shareholder for transfer to the prospective purchaser instrument(s) of transfer executed by such Co-Sale Holder and one or more certificates, properly endorsed for transfer, which represent:

  • 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.

  • 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).

  • Membership Interests The Sole Member currently owns one hundred percent (100%) of the percentage interests in the Company.

  • 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.

  • Member Units Each Member’s interest in the Company, including such Member’s interest in income, gains, losses, deductions and expenses of the Company and the right to vote on certain matters as provided in this Agreement, shall be represented by the Units owned by such Member.

  • Restricted Units The Subscriber understands that there currently is no public market for any of the Units and that even if there were, Rule 144 promulgated under the Act requires, among other conditions, a one-year holding period prior to the resale (in limited amounts) of securities acquired in a non-public offering without having to satisfy the registration requirements under the Act. The Subscriber understands and hereby acknowledges that the Company is under no obligation to register the Units under the Act or any state securities or "blue sky" laws. The Subscriber consents that the Company may, if it desires, permit the transfer of any of the Units out of the Subscriber's name only when the Subscriber's request for transfer is accompanied by an opinion of counsel reasonably satisfactory to the Company that neither the sale nor the proposed transfer results in a violation of the Act or any applicable state “blue sky” laws (collectively, the "Securities Laws"). The Subscriber agrees to hold the Company and its members, managers, officers, employees, controlling persons and agents and their respective heirs, representatives, successors and assigns harmless and to indemnify them against all liabilities, costs and expenses incurred by them as a result of any misrepresentation made by the Subscriber contained in this Agreement or any sale or distribution by the Subscriber in violation of the Securities Laws. The Subscriber understands and agrees that in addition to restrictions on transfer imposed by applicable Securities Laws, the transfer of the Purchased Units will be restricted by the terms of the Debt Offering Documents.

  • Units Interests in the Partnership shall be represented by Units. The Units initially are comprised of one Class: Class A Units. The General Partner may establish, from time to time in accordance with such procedures as the General Partner shall determine from time to time, other Classes, one or more series of any such Classes, or other Partnership securities with such designations, preferences, rights, powers and duties (which may be senior to existing Classes and series of Units or other Partnership securities), as shall be determined by the General Partner, including (i) the right to share in Profits and Losses or items thereof; (ii) the right to share in Partnership distributions; (iii) the rights upon dissolution and liquidation of the Partnership; (iv) whether, and the terms and conditions upon which, the Partnership may or shall be required to redeem the Units or other Partnership securities (including sinking fund provisions); (v) whether such Unit or other Partnership security is issued with the privilege of conversion or exchange and, if so, the terms and conditions of such conversion or exchange; (vi) the terms and conditions upon which each Unit or other Partnership security will be issued, evidenced by certificates and assigned or transferred; (vii) the method for determining the Total Percentage Interest as to such Units or other Partnership securities; and (viii) the right, if any, of the holder of each such Unit or other Partnership security to vote on Partnership matters, including matters relating to the relative designations, preferences, rights, powers and duties of such Units or other Partnership securities. Except as expressly provided in this Agreement to the contrary, any reference to “Units” shall include the Class A Units and any other Classes that may be established in accordance with this Agreement. All Units of a particular Class shall have identical rights in all respects as all other Units of such Class, except in each case as otherwise specified in this Agreement.

  • 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.

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