Common Units Purchase definition

Common Units Purchase has the meaning set forth in the Recitals.
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Common Units Purchase has the meaning set forth in the Recitals. “Company” has the meaning set forth in the Preamble. “Company Closing Cash” means the Cash held by the Company and its Subsidiaries as of the Effective Time (after giving effect to the Carve-Out Restructuring, but without giving effect to the JCA Contribution or, for the avoidance of doubt, the Deferred Brazil Closing). “Company Closing Indebtedness” means the Indebtedness of the Company and its Subsidiaries as of the Effective Time (after giving effect to the Carve-Out Restructuring, but without giving effect to the JCA Contribution or, for the avoidance of doubt, the Deferred Brazil Closing). “Company Closing Transaction Expenses” means the Transaction Expenses of the Company and its Subsidiaries as of the Effective Time (after giving effect to the Carve-Out Restructuring, but without giving effect to the JCA Contribution or, for the avoidance of doubt, the Deferred Brazil Closing), other than any Stand Up Costs. “Company Closing Working Capital” means the Net Working Capital of the Company and its Subsidiaries as of the Effective Time (after giving effect to the Carve-Out Restructuring, but without giving effect to the JCA Contribution or, for the avoidance of doubt, the Deferred Brazil Closing). “Company Entity” means the Company, each entity that is, or prior to the Closing will become, a direct or indirect Subsidiary of the Company pursuant to the Carve-Out Restructuring and each entity that has contributed or transferred, or after the date hereof and prior to the Closing will contribute or transfer, substantially all of its assets to the Company or a direct or indirect Subsidiary of the Company pursuant to the Carve-Out Restructuring and, solely with respect to the Business, each entity that has contributed, or after the date hereof and prior to the Closing (or, solely with respect to the Brazil Business, prior to the Deferred Brazil Closing)
Sample 1

Examples of Common Units Purchase in a sentence

  • The Parties agree to treat, for Tax purposes and to the extent permitted by applicable Law, (i) any indemnification payments made under this Article XII or Section 9.8 by Trimble as an adjustment to the purchase price paid by AGCO to Trimble in the Common Units Purchase, and (ii) any indemnification payments made under this Article XII or Section 9.8 by AGCO as adjustments to the capital contributions made by AGCO to the Company in the JCA Contribution.

  • Xxx Schedule A – List of Purchasers and Commitment Amounts Purchaser Common Units Purchase Price Xxxxxx X.

  • Any issuance by the Company of Common Units or interests of any class, or securities convertible into Common Units or interests of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to, the Profits Interest Threshold Amount of any Profits Interest, the Purchase Price of any Common Units issued pursuant to a Common Units Purchase Agreement or the Exercise Price of any Unit Option issued pursuant to a Unit Option Agreement.

  • In addition, all Participants shall be required to agree to amend the LLC Agreement as and if required by the finalized Revenue Procedure (or substantially similar other IRS guidance) in order to ensure that the transfer of a Profits Interest and/or Common Units issued pursuant to a Common Units Purchase Agreement in connection with the provision of Services to, or on behalf of, the Company is eligible for the benefits of the Safe Harbor.

  • Each Participant granted an Award pursuant to an award agreement and/or Common Units Purchase Agreement shall agree to be bound by, comply with the terms of, and become a party to, the LLC Agreement (as a Member), any Member Agreement and any other agreements applicable to the holders of Common Units as specified by the Board.

  • At the Closing, Purchaser shall deliver the Common Units Purchase Price to Radian.

  • By: /s/ Xxxxx Xxxxxxx Xxxxx Xxxxxxx Chief Executive Officer Common Unit Purchase Agreement Schedule A Purchaser Common Units Purchase Price ClearBridge Energy MLP Opportunity Fund Inc.

  • To the extent that a Common Unit Purchase Agreement so provides, the Purchase Price of Common Units issued under this Plan pursuant to a Common Units Purchase Agreement may be paid in any other form permitted by applicable law.

  • Xxxx Atlantic has acquired that certain Class A-2 Common Units Purchase Warrant (the “Warrant”) pursuant to that certain Stock and Warrant Purchase Agreement, dated as of the date hereof, by and among Xxxx Atlantic, XxXxxxxxx & Xxxxxxx Acquisition Corp.

  • Xxxxx Managing Member Schedule A — List of Purchasers and Allocations Purchaser ETE Common Units Purchase Price KA First Reserve, LLC 1,451,390 $ 54,978,653.20 Xxxxx Xxxxxxxx Midstream Institutional Fund, LP 65,972 $ 2,499,019.36 Xxxxx Xxxxxxxx MLP Fund, LP 65,972 $ 2,499,019.36 Xxxxx Xxxxxxxx MLP Investment Company 527,778 $ 19,992,230.64 Xxxxx Xxxxxxxx Energy Total Return Fund, Inc.

Related to Common Units Purchase

  • Common Units means common units representing limited partner interests in the Partnership.

  • A Shares means a participating share of no par value in the capital of the Fund, denominated in US Dollars;

  • Series A Units means Series A currency hedged mutual fund units or Series A non-currency hedged mutual fund units of a fund, as applicable.

  • B Shares means a participating share of no par value in the capital of the Fund, denominated in Euro(s);

  • Class B Warrants means, collectively, the Common Stock purchase warrants in the form of Exhibit C attached hereto delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof, which warrants shall be exercisable immediately and have a term of exercise equal to one year.

  • Initial Common Units means the Common Units sold in the Initial Offering.

  • LP Units means the non-voting limited partnership units in the capital of BEP, other than the Preferred Units, including any LP Units issued pursuant to the Redemption-Exchange Mechanism.

  • Class B LP Units means, collectively, the Class B limited partnership units of the Partnership, and “Class B LP Unit” means any one of them.

  • Company Units has the meaning set forth in the Recitals.

  • Series C Preferred Units shall have the meaning provided in Section 1.

  • Class A Units means the Units of partnership interest in the Partnership designated as the “Class A Units” herein and having the rights pertaining thereto as are set forth in this Agreement.

  • Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).

  • Share Purchase has the meaning set out in Section 2.1.

  • Series B Warrants means, collectively, the Series B Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof and the other Series B Warrants contemplated under Section 2.1 to be issued concurrently at the Closing, which Series B Warrants shall be exercisable beginning immediately and have a term of exercise equal to five (5) years, in the form of Exhibit B-2 attached hereto.

  • Series A Preferred Units has the meaning assigned to such term in Section 5.11(a).

  • Series C Shares means the shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series C, of the Company.

  • Stock Purchase has the meaning set forth in the Recitals.

  • Series B Preferred Units means the Partnership's 8 5/8% Series B Cumulative Redeemable Partnership Units.

  • Common Stock Purchase Agreement means an agreement among the Investor and/or PJC, Emergent and any Convertible Note Holder who accepts and exchanges all of its Convertible Notes in the Convertible Note Exchange Offer and elects to participate, substantially in the form attached hereto as Exhibit A, pursuant to which Emergent will issue and sell (a) to the Investor and/or PJC, in the aggregate, 75,000,000 Shares at a price of $0.20 per share, and (b) to any Convertible Note Holder who accepts and exchanges all of its Convertible Notes in the Convertible Note Exchange Offer that so requests, for every $1,000.00 of principal amount of Convertible Notes that it tenders into the Convertible Note Exchange Offer, 500 Shares at a price of $0.20 per share; provided, that the aggregate maximum number of Shares to be so issued and sold to the Convertible Note Holders who accept and exchange all of their Convertible Notes in the Convertible Note Exchange Offer pursuant to the Common Stock Purchase Agreement shall not exceed 40,000,000.

  • Preferred Stock Purchase Agreement means the Preferred Stock Purchase Agreement, dated September 7, 2008, between the Company and the United States Department of the Treasury.

  • Common Stock Consideration has the meaning set forth in Section 1.6(b).

  • Common Unit means a common unit representing a limited partner interest in the Partnership having the rights set forth in the Partnership Agreement.

  • Class B Units means the Class B Units of the Company.

  • Stock Purchase Right means a right to purchase Common Stock pursuant to Section 11 below.

  • Membership Units means the units into which the ownership interests of the Members in the Company are divided, including such Member’s Economic Interest and the right of such Member to any and all benefits to which such Member may be entitled as provided in this Agreement or under the Act, together with the obligation of such Member to comply with all of the provisions of this Agreement and of the Act.

  • Class A Common Units means the Company's Class A Common Units.