Excluded Units definition

Excluded Units shall have the meaning set forth in Section 11.2.C.

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Excluded Units has the meaning given such term in Section 3.3(d).

Excluded Units means any Class A Units or other Equity Securities: (i) issued as a dividend or distribution on any of the Units in accordance with this Agreement; (ii) granted or issued to employees, officers, directors, managers of, or contractors, consultants or advisors to, the Company or any of its Subsidiaries pursuant to incentive agreements, equity purchase or equity option plans, equity bonuses or awards, warrants, contracts or other arrangements that are approved by the Board of Managers, including, without limitation, Incentive Units; (iii) issued or issuable in connection with any equipment leases, real property leases, loans, credit lines, guarantees of indebtedness or similar transactions, in each case, approved by the Board of Managers; (iv) issued pursuant to the acquisition of another Person by the Company or any of its Subsidiaries by consolidation, merger, purchase of all or substantially all of the assets, or other transaction in which the Company or such Subsidiary acquires, in a single transaction or series of related transactions, all or substantially all of the assets of such other Person, fifty percent (50%) or more of the voting power of such other Person or fifty percent (50%) or more of the equity ownership of such other Person; (v) issued pursuant to any public offering and sale pursuant to an effective registration statement under the Securities Act; (vi) issued as an “equity kicker” to a lender in connection with a third party debt financing (including the award of any such “equity kicker” or the agreement to award or issue any such shares or “equity kicker”); provided that Credit Suisse or its Affiliates may only be granted such securities if such entities are part of a syndication or group of lenders; or (vii) issued to Persons other than Affiliates of the DLJMB Members who the Board of Managers believes will provide strategic benefits to the Company or any of its Subsidiaries.

Examples of Excluded Units in a sentence

Except for investment assets acquired in the ordinary course of business consistent with past practice, the Excluded Subsidiaries and the Excluded Units, MONY does not own any shares of capital stock of or other voting or equity interests in (including any securities exercisable or exchangeable for or convertible into shares of capital stock of or other voting or equity interests in) any other Person.
The Partnership Managing GP Board has received the opinion of the Partnership Financial Advisor to the effect that, as of the date of such opinion and based upon and subject to the assumptions, limitations, qualifications and other matters considered in the preparation thereof, the Exchange Ratio and the Special Distribution to be offered to the holders of Partnership Common Units (other than holders of Excluded Units) in the transactions contemplated by this Agreement is fair to such holders.
At or prior to the Effective Time, Parent shall deposit, or shall cause to be deposited, with the Exchange Agent, in trust for the benefit of holders of Partnership Common Units (other than the Excluded Units), Parent Common Units (which shall be in non-certificated book-entry form) issuable pursuant to Section 2.1(a) and Section 2.6 and an amount of cash sufficient to effect delivery of cash lieu of any fractional Parent Common Units in accordance with Section 2.4(d).
Thereafter, each former holder of vested Units (other than Excluded Units) who has not delivered a Letter of Transmittal may deliver such Letter of Transmittal to Acquiror and (subject to applicable abandoned property, escheat and similar laws) receive in consideration therefor, and Acquiror shall promptly pay, the portion of the Closing Consideration deliverable in respect thereof as determined in accordance with this ARTICLE II without any interest thereon.
Unless otherwise mutually agreed, the right to expand the NBL Operated Area shall automatically terminate at the time that all counties listed on Schedule 2.3(c) have become part of the NBL Operated Area (excluding any Excluded Units).

More Definitions of Excluded Units

Excluded Units has the meaning specified in Section 2.4(a)(i).

Excluded Units means (a) Units, convertible securities and options issued to existing or former officers, directors, employees or consultants of the Company and its Subsidiaries in exchange for bonafide services provided to the Company and its Subsidiaries pursuant to an equity incentive, stock or unit grant, stock or unit purchase or similar plan or arrangement existing as of the date hereof or thereafter approved by the Board of Managers, including any Units issuable upon exercise of any such convertible security or option or settlement of any award issued under any such plan or arrangement and (b) Units issuable to the Members on the TrueBridge Closing Date as provided in this Agreement.

Excluded Units means up to three million common units of limited partner interest in Enterprise GP Holdings purchased by Borrower with cash (as opposed to as part of the conversion of Borrower’s or one of its wholly-owned Subsidiary’s partnership interests in Enterprise GP Holdings) concurrently with the IPO.

Excluded Units means (i) Units issuable to officers, employees or consultants of the Company or any Subsidiary of the Company (including, for the purposes of this definition, Holdings and its Subsidiaries) pursuant to an option plan approved by the Managing Member, if any (provided, the aggregate Units issued pursuant to such option plan (together with the aggregate Units issued pursuant to clause (ii) hereof) shall not exceed fifteen percent (15%) of the issued and outstanding Units), (ii) Units issuable (and/or rights granted) under any other equity incentive plan approved by the Managing Member, if any (provided, that the aggregate Units issued pursuant to this clause (ii) (together with the aggregate Units issued pursuant to clause (i) hereof) shall not exceed fifteen percent (15%) of the issued and outstanding Units), (iii) any Units issuable pursuant to any reclassification or subdivision of, or as a dividend or other distribution on, the Units, (iv) any Units issuable as consideration for the acquisition by the Company or any Subsidiary of the Company of another business entity or interest therein (including, without limitation, a joint venture or strategic alliance) by merger, stock purchase, purchase of all or substantially all of the assets, or other business combination or investment (provided, that such acquisition has been approved by the Managing Member), (v) any Units issuable to lessors, financial institutions or similar Persons, in each case, primarily for business purposes, including licensing or research or development activities (provided, that the principal purpose of such transaction is not to raise capital through the issuance or sale of equity securities), and (vi) any Units issuable pursuant to Section 3.04.

Excluded Units means the AllianceBernstein L.P. units held by MONY, all of which are listed in Section 1.1(pp) of the Seller Disclosure Letter.

Excluded Units means the CMOF OP General Partnership Units and the CMOF OP Partnership Units held, as of immediately prior to the Partnership Merger Effective Time, by CCI, any wholly owned subsidiary of CCI, CMOF or any wholly owned subsidiary of CMOF.

Excluded Units means Class A Common Units owned by Parent, Enbridge Energy Company, Inc., Merger Sub or any other direct or indirect wholly owned Subsidiary of Parent and Class A Common Units owned by the Partnership Parties or any direct or indirect wholly owned Subsidiary of the Partnership, and in each case not held on behalf of third parties.