Examples of NGL Units in a sentence
Each Transferor (either alone or together with its advisors) is (i) a sophisticated investor with sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the NGL Units, (ii) has been provided with or has had the opportunity to obtain information as desired to evaluate the merits and risks of its investment in the NGL Units and (iii) is capable of bearing the economic risks of such investment.
For purposes hereof, “partial pro rata share” shall mean (x) the aggregate consecutive days that a Transferor owned NGL Units during such fiscal quarter in which the Closing Date occurred divided by (y) the aggregate number of days in such fiscal quarter.
Each Transferor acknowledges and agrees that any certificate representing any NGL Units issued to such Transferor pursuant to this Agreement shall bear the following restrictive legend: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
The NGL Units and the NGL LP Agreement conform in all material respects to all of the respective statements relating thereto contained in the Registration Statement and such statements conform to the rights set forth in the respective instruments and agreements defining the same.
SemStream is aware that, when issued at Closing, the NGL Units (i) will not be registered under the Securities Act or under any state or foreign securities Laws and (ii) will constitute “restricted securities” under federal securities laws and that under such laws and applicable regulations, none of such NGL Units can be sold or otherwise disposed of without registration under the Securities Act or an exemption therefrom.
Accordingly, the Company shall be treated as though it contributed its assets to NGL in exchange for the NGL Units in an exchange described in Section 721(a) of the Code, and immediately thereafter, the Company shall be treated as though it distributed the NGL Units to the members of the Company.
The representations and warranties of NGL Group Entities set forth in Sections 4.1 (Organization; Qualification), 4.2 (Authority; No Violation; Consents and Approvals), 4.3 (Capitalization), 4.5 (Brokers’ Fees), 4.11 (Valid Issuance of Holdings Interests), 4.12 (Authorization of NGL Units) and 4.13 (Description of Securities) (collectively, the “NGL Fundamental Representations” shall be continuing and shall survive the Closing for a period of eighteen (18) months after the Closing Date.
HSE shall not be obliged to inquire into the authority of the Representative, and HSE shall be fully protected in dealing with the Representative in good faith (including, without limitation, with respect to the delivery of the NGL Units to the OWL Partners pursuant to the written instruction of Representative pursuant to Section 2.1(a)(i).
NGL may adopt any procedures and take reasonably necessary steps to prevent any transfers of NGL Units or other securities issued by NGL in respect of any NGL Units by SemStream and its Affiliates in violation of Section 5.26, including issuing stop transfer orders to its transfer agent.
SemStream (either alone or together with its advisors) is (i) a sophisticated investor with sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the NGL Units, (ii) has been provided with or has had the opportunity to obtain information as desired to evaluate the merits and risks of its investment in the NGL Units and (iii) is capable of bearing the economic risks of such investment.