New Common Units definition

New Common Units has the meaning set forth in Section 2.2.

New Common Units shall have the meaning set forth in Section 3.1(c).

New Common Units means common units representing limited liability company interests of Inspirato following the Business Combination, which will be non-voting economic interests in Inspirato.

Examples of New Common Units in a sentence

• None of the New Common Units will be issued in violation of the preemptive or other similar rights of any security holder of the Operating Partnership or any other person or entity.

• The New Common Units will be exempt from registration or qualification under the 1933 Act and applicable state securities laws.

• PDI acknowledges that the New Common Units have not been registered under applicable federal and state securities laws and that the New Common Units may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of unless such transfer, sale, assignment, pledge, hypothecation or other disposition is registered under applicable federal and state securities laws or pursuant to an exemption from registration under any federal or state securities laws.

• PDI is familiar with investments of the nature of the New Common Units, understands that this investment involves substantial risks, has adequately investigated the Partnership and the New Common Units, and has substantial knowledge and experience in financial and business matters such that it is capable of evaluating, and has evaluated, the merits and risks inherent in purchasing the New Common Units, and is able to bear the economic risks of such investment.

• PDI is not acquiring the New Common Units with a view to or for sale in connection with any distribution thereof or any other security related thereto within the meaning of the Securities Act.

More Definitions of New Common Units

New Common Units means, with respect to any Exchanged Class C Common Incentive Unit, a number of Common Units equal to the quotient of (a) the difference between the Common Unit Redemption Price on the date of the Exchange and the then unsatisfied Class C Common Incentive Unit Return Threshold applicable to such Exchanged Class C Common Incentive Unit divided by (b) the Common Unit Redemption Price; provided that if the number of New Common Units determined by the foregoing calculation is negative, it shall be deemed to be zero.

New Common Units means the common units of LLC to be issued on the Effective Date pursuant to the Committee’s Plan.

New Common Units has the meaning given such term in the Recitals.

New Common Units has the meaning specified in the Contribution Agreement.

New Common Units means the newly issued common equity interests of Reorganized New Cotai, LLC to be issuable (i) on the Effective Date and distributable to (a) holders of Notes Claims, (b) holders of Existing New Cotai Interests (c) the Backstop Parties, and (d) the Exit Facility Lenders, in each case in accordance with the terms of the Plan and consistent with the Plan Support Agreement, and (ii) as otherwise permitted pursuant to the Corporate Governance Documents for Reorganized New Cotai, LLC.

New Common Units means the common units issued in connection with the conversion of each NSH unit into the right to receive 0.55 of a common unit as consideration for the merger;

New Common Units means 338,159 Acquirer Common Units.