Unit Legend. (a) In addition to any other legend that may be required by law, each certificate, if any, for Restricted Units and Earned Units shall bear a legend in substantially the following form: THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD UNLESS THEY HAVE BEEN REGISTERED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE (AND IN SUCH CASE, AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE PARTNERSHIP SHALL HAVE BEEN DELIVERED TO THE PARTNERSHIP TO THE EFFECT THAT SUCH OFFER OR SALE IS NOT REQUIRED TO BE REGISTERED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS). THE UNITS REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE RESTRICTED UNITS AGREEMENT DATED AS OF AUGUST 29, 2007, AS AMENDED OR RESTATED FROM TIME TO TIME, COPIES OF WHICH MAY BE OBTAINED UPON REQUEST FROM THE PARTNERSHIP. THE UNITS REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT UNDER CERTAIN CIRCUMSTANCES TO MANDATORY TRANSFER AS SET FORTH IN THE RESTRICTED UNITS AGREEMENT DATED AS OF AUGUST 29, 2007, AS AMENDED OR RESTATED FROM TIME TO TIME, COPIES OF WHICH MAY BE OBTAINED UPON REQUEST FROM THE PARTNERSHIP. (b) In addition to any other legend that may be required by law, each certificate, if any, for Vested Units shall bear a legend in substantially the following form:
Appears in 2 contracts
Sources: Restricted Units Agreement (Plains All American Pipeline Lp), Class B Restricted Units Agreement (Plains All American Pipeline Lp)
Unit Legend. (a) In addition to any other legend that may be required by lawEach certificate evidencing Accredited Investor Rights Offering Units, each certificate, if any, for Restricted Unsubscribed Units and Earned 4(a)(2) Backstop Commitment Units issued hereunder shall bear be stamped or otherwise imprinted with a legend (the “Legend”) in substantially the following form: “THE UNITS SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON [DATE OF ISSUANCE], HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY OTHER APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE OFFERED SOLD OR SOLD UNLESS THEY HAVE BEEN REGISTERED TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS AN AVAILABLE EXEMPTION FROM REGISTRATION IS AVAILABLE THEREUNDER.” In the event that any such Accredited Investor Rights Offering Units, Unsubscribed Units or 4(a)(2) Backstop Commitment Units are uncertificated, such Accredited Investor Rights Offering Units, Unsubscribed Units and 4(a)(2) Backstop Commitment Units shall be subject to a restrictive notation substantially similar to the Legend in the unit ledger or other appropriate records maintained by the Company or agent and the term “Legend” shall include such restrictive notation. The Company shall remove the Legend (AND IN SUCH CASEor restrictive notation, AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE PARTNERSHIP SHALL HAVE BEEN DELIVERED TO THE PARTNERSHIP TO THE EFFECT THAT SUCH OFFER OR SALE IS NOT REQUIRED TO BE REGISTERED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWSas applicable) set forth above from the certificates evidencing any such units (or the unit register or other appropriate Company records, in the case of uncertified units). THE UNITS REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE RESTRICTED UNITS AGREEMENT DATED AS OF AUGUST 29, 2007upon request, AS AMENDED OR RESTATED FROM TIME TO TIMEat any time after the restrictions described in such Legend cease to be applicable, COPIES OF WHICH MAY BE OBTAINED UPON REQUEST FROM THE PARTNERSHIP. THE UNITS REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT UNDER CERTAIN CIRCUMSTANCES TO MANDATORY TRANSFER AS SET FORTH IN THE RESTRICTED UNITS AGREEMENT DATED AS OF AUGUST 29including, 2007as applicable, AS AMENDED OR RESTATED FROM TIME TO TIME, COPIES OF WHICH MAY BE OBTAINED UPON REQUEST FROM THE PARTNERSHIP.
(b) In addition to any other legend that when such units may be required by lawsold under Rule 144 of the Securities Act. The Company may reasonably request such opinions, each certificate, if any, for Vested Units shall bear certificates or other evidence that such restrictions no longer apply as a legend in substantially condition to removing the following form:Legend.
Appears in 1 contract
Sources: Backstop Commitment and Equity Investment Agreement (Vanguard Natural Resources, LLC)
Unit Legend. (a) In addition to any other legend that may be required by law, each certificate, if any, for Restricted Units and Earned Units shall bear a legend in substantially the following form: THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD UNLESS THEY HAVE BEEN REGISTERED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE (AND IN SUCH CASE, AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE PARTNERSHIP SHALL HAVE BEEN DELIVERED TO THE PARTNERSHIP TO THE EFFECT THAT SUCH OFFER OR SALE IS NOT REQUIRED TO BE REGISTERED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS). THE UNITS REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE AMENDED AND RESTATED RESTRICTED UNITS AGREEMENT DATED AS OF AUGUST 2925, 20072016, AS AMENDED OR RESTATED FROM TIME TO TIME, COPIES OF WHICH MAY BE OBTAINED UPON REQUEST FROM THE PARTNERSHIP. THE UNITS REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT UNDER CERTAIN CIRCUMSTANCES TO MANDATORY TRANSFER AS SET FORTH IN THE AMENDED AND RESTATED RESTRICTED UNITS AGREEMENT DATED AS OF AUGUST 2925, 20072016, AS AMENDED OR RESTATED FROM TIME TO TIME, COPIES OF WHICH MAY BE OBTAINED UPON REQUEST FROM THE PARTNERSHIP.
(b) In addition to any other legend that may be required by law, each certificate, if any, for Vested Units shall bear a legend in substantially the following form:
Appears in 1 contract
Sources: Class B Restricted Units Agreement (Plains All American Pipeline Lp)
Unit Legend. (a) In addition to any other legend that may be required by law, each certificate, if any, for Restricted Units and Earned Units shall bear a legend in substantially the following form: THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD UNLESS THEY HAVE BEEN REGISTERED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE (AND IN SUCH CASE, AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE PARTNERSHIP SHALL HAVE BEEN DELIVERED TO THE PARTNERSHIP TO THE EFFECT THAT SUCH OFFER OR SALE IS NOT REQUIRED TO BE REGISTERED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS). THE UNITS REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE RESTRICTED UNITS AGREEMENT DATED AS OF AUGUST 2924, 20072015, AS AMENDED OR RESTATED FROM TIME TO TIME, COPIES OF WHICH MAY BE OBTAINED UPON REQUEST FROM THE PARTNERSHIP. THE UNITS REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT UNDER CERTAIN CIRCUMSTANCES TO MANDATORY TRANSFER AS SET FORTH IN THE RESTRICTED UNITS AGREEMENT DATED AS OF AUGUST 2924, 20072015, AS AMENDED OR RESTATED FROM TIME TO TIME, COPIES OF WHICH MAY BE OBTAINED UPON REQUEST FROM THE PARTNERSHIP.
(b) In addition to any other legend that may be required by law, each certificate, if any, for Vested Units shall bear a legend in substantially the following form: THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD UNLESS THEY HAVE BEEN REGISTERED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE (AND IN SUCH CASE, AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE PARTNERSHIP SHALL HAVE BEEN DELIVERED TO THE PARTNERSHIP TO THE EFFECT THAT SUCH OFFER OR SALE IS NOT REQUIRED TO BE REGISTERED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS). THE UNITS REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT UNDER CERTAIN CIRCUMSTANCES TO MANDATORY TRANSFER AS SET FORTH IN THE RESTRICTED UNITS AGREEMENT DATED AS OF AUGUST 24, 2015, AS AMENDED OR RESTATED FROM TIME TO TIME, COPIES OF WHICH MAY BE OBTAINED UPON REQUEST FROM THE PARTNERSHIP. FOR VALUE RECEIVED, WCW (▇▇▇▇▇▇) Chiang (“Executive”) hereby assigns and transfers unto Plains AAP, L.P., a Delaware limited partnership (the “Partnership”), 1,000,000 Class B common units in the Partnership (the “Class B Units”), standing in his name on the books of said Partnership represented by Certificate No. herewith, and does hereby irrevocably constitute and appoint to transfer the said Class B Units on the books of the within named Partnership with full power of substitution in the premises. This Assignment Separate from Certificate may be used only in accordance with the Class B Restricted Units Agreement (the “Agreement”) between the Partnership and the undersigned dated August 24, 2015. Dated: , Signature:
Appears in 1 contract
Sources: Employment Agreement (Plains All American Pipeline Lp)
Unit Legend. (a) In addition Each Note issued prior to any other legend that may be required by law, each certificate, if any, for Restricted Units and Earned Units the Separation Date shall bear a legend in substantially the following formlegend (the "Unit Legend") on the face thereof: "THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD UNLESS THEY HAVE BEEN REGISTERED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE (AND IN SUCH CASE, AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE PARTNERSHIP SHALL HAVE BEEN DELIVERED TO THE PARTNERSHIP TO THE EFFECT THAT SUCH OFFER OR SALE IS NOT REQUIRED TO BE REGISTERED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS). THE UNITS REPRESENTED NOTES EVIDENCED BY THIS CERTIFICATE ARE ALSO SUBJECT INITIALLY ISSUED AS PART OF AN ISSUANCE OF UNITS, EACH OF WHICH CONSISTS OF $1,000 PRINCIPAL AMOUNT AT MATURITY OF THE NOTES AND ONE WARRANT INITIALLY ENTITLING THE HOLDER THEREOF TO ADDITIONAL RESTRICTIONS ON TRANSFER PURCHASE 64 SHARES, PAR VALUE $.01 PER SHARE, OF THE COMPANY. PRIOR TO THE CLOSE OF BUSINESS UPON THE EARLIEST TO OCCUR OF (i) 360 DAYS FROM THE DATE OF ISSUANCE, (ii) SUCH DATE AS SET FORTH SALOMON BROTHERS INC MAY, IN ITS DISCRETION, DEEM APPROPRIATE, OR (iii) IN THE RESTRICTED UNITS AGREEMENT DATED AS EVENT OF AUGUST 29A CHANGE OF CONTROL, 2007THE DATE THE COMPANY MAILS A NOTICE THEREOF, AS AMENDED OR RESTATED FROM TIME TO TIME, COPIES OF WHICH MAY BE OBTAINED UPON REQUEST FROM THE PARTNERSHIP. THE UNITS REPRESENTED NOTES EVIDENCED BY THIS CERTIFICATE ARE ALSO SUBJECT UNDER CERTAIN CIRCUMSTANCES TO MANDATORY TRANSFER AS SET FORTH IN THE RESTRICTED UNITS AGREEMENT DATED AS OF AUGUST 29MAY NOT BE TRANSFERRED OR EXCHANGED SEPARATELY FROM, 2007, AS AMENDED OR RESTATED FROM TIME TO TIME, COPIES OF WHICH BUT MAY BE OBTAINED UPON REQUEST FROM TRANSFERRED OR EXCHANGED ONLY TOGETHER WITH, THE PARTNERSHIPWARRANTS.
" Under the terms of the warrant agreement relating to the Warrants (b) In addition the "Warrant Agreement"), the holder of this security may at any time on or after the Separation Date, at its option, by notice to any other legend the Trustee, elect to separate or separately transfer the Notes and the Warrants represented hereby, in whole or in part, and shall thereafter surrender this security to the Trustee for the exchange of this security, in whole or in part, for such Warrant or Warrants and for a Note or Notes of a like aggregate principal amount and of authorized denominations not bearing this Unit Legend; provided that may be required no delay or failure on the part of the Trustee or the Warrant Agent to exchange this security for such Warrant or Warrants and Note or Notes shall affect the separation of such Notes and Warrants represented hereby or their separate transferability. Until such separation, the holder of this security is, for each $1,000 principal amount at maturity of Notes, also the record owner of one Warrant expiring January 1, 2005, to purchase 64 shares of Common Stock of the Company, par value $.01 per share (subject to adjustment as provided in the Warrant Agreement). The Company has deposited with the Trustee, as custodian for the Holder of the Notes bearing this Unit Legend, a certificate or certificates for Warrants to purchase an aggregate of 2,560,000 shares of Common Stock (subject to adjustment as provided in the Warrant Agreement). Prior to the separation of the Notes and the Warrants as described above, record ownership of the Warrants is transferable only by lawthe transfer of this Note on the Note register maintained by the Company pursuant to this Indenture. After such separation, ownership of a Warrant is transferable only by the transfer of the certificate representing such Warrant in accordance with the provisions of the Warrant Agreement. By accepting a security bearing this Unit Legend, each certificate, if any, for Vested Units holder of this security shall bear be bound by all of the terms and provisions of the Warrant Agreement (a legend in substantially copy of which is available on request to the following form:Company or the Warrant Agent).
Appears in 1 contract
Unit Legend. (a) In addition Each Note issued prior to any other legend that may be required by law, each certificate, if any, for Restricted Units and Earned Units the Separation Date shall bear a legend in substantially the following formlegend (the "Unit Legend") on the face thereof: "THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD UNLESS THEY HAVE BEEN REGISTERED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE (AND IN SUCH CASE, AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE PARTNERSHIP SHALL HAVE BEEN DELIVERED TO THE PARTNERSHIP TO THE EFFECT THAT SUCH OFFER OR SALE IS NOT REQUIRED TO BE REGISTERED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS). THE UNITS REPRESENTED NOTES EVIDENCED BY THIS CERTIFICATE ARE ALSO SUBJECT INITIALLY ISSUED AS PART OF AN ISSUANCE OF UNITS, EACH OF WHICH CONSIST OF $1,000 PRINCIPAL AMOUNT AT MATURITY OF THE NOTES AND ONE WARRANT (EACH, A "WARRANT") INITIALLY ENTITLING THE HOLDER THEREOF TO ADDITIONAL RESTRICTIONS PURCHASE 3.14411 SHARES, PAR VALUE $0.001 PER SHARE, OF THE COMPANY. THE NOTES AND WARRANTS WILL BE AUTOMATICALLY SEPARATED UPON THE EARLIEST TO OCCUR OF (i) 180 DAYS FROM THE DATE OF ISSUANCE, (ii) THE DATE OF REDEMPTION OF THE NOTES, (iii) THE DATE ON TRANSFER WHICH A REGISTRATION STATEMENT WITH RESPECT TO A REGISTERED EXCHANGE OFFER FOR THE NOTES IS DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (iv) THE DATE ON WHICH THE SHELF REGISTRATION STATEMENT (AS SET FORTH DEFINED IN THE RESTRICTED UNITS AGREEMENT DATED INDENTURE) IS DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (v) SUCH DATE AS ▇▇▇▇▇▇▇▇▇ & COMPANY, INC., IN ITS SOLE DISCRETION, SHALL DETERMINE, (vi) IN THE EVENT OF AUGUST 29, 2007, A CHANGE OF CONTROL (AS AMENDED OR RESTATED FROM TIME TO TIME, COPIES OF WHICH MAY BE OBTAINED DEFINED IN THE INDENTURE) AND (vii) UPON REQUEST FROM AN IPO (AS DEFINED IN THE PARTNERSHIPINDENTURE). THE UNITS REPRESENTED NOTES EVIDENCED BY THIS CERTIFICATE ARE ALSO SUBJECT UNDER CERTAIN CIRCUMSTANCES TO MANDATORY TRANSFER AS SET FORTH IN THE RESTRICTED UNITS AGREEMENT DATED AS OF AUGUST 29MAY NOT BE TRANSFERRED OR SEPARATED FROM, 2007, AS AMENDED OR RESTATED FROM TIME TO TIME, COPIES OF WHICH BUT MAY BE OBTAINED UPON REQUEST FROM TRANSFERRED OR EXCHANGED ONLY TOGETHER WITH, THE PARTNERSHIPWARRANTS UNTIL THE SEPARATION DATE.
(b) In addition to any other legend that may be required by law, each certificate, if any, for Vested Units shall bear a legend in substantially the following form:"
Appears in 1 contract