Examples of Repurchase Units in a sentence
The Quarterly Repurchase Units and the Quarterly Repurchase Price shall be allocated between the GIP Parties on a pro rata basis based on their respective ownership percentages of the Common Units at the close of business on the last business day prior to the start of the applicable Repurchase Quarter and after giving effect to the GIP Units to be purchased in respect of such prior quarter in accordance with Section 2.1 of this Agreement.
No proxies or powers of attorney have been granted with respect to the Quarterly Repurchase Units to be delivered by such GIP Parties to the Company.
The Company may exercise the Vested Unit Repurchase Option by written notice to the Participant, the Participant’s legal representative, or other holder of the Repurchase Units, as the case may be, during the Repurchase Period.
On each Quarterly Closing Date, such GIP Parties shall deliver the applicable Quarterly Repurchase Units to the Company, free and clear of all Liens (other than as imposed by applicable securities laws or by the Company Agreement).
None of the Quarterly Repurchase Units is subject to any voting trust or other contract, agreement, arrangement, commitment or understanding, written or oral, restricting or otherwise relating to the voting or disposition of the Quarterly Repurchase Units, other than this Agreement and the organizational documents or other voting arrangements among the GIP Parties.
Such GIP Party is not a party or subject to any order, writ, injunction, judgment or decree of any court or Governmental Authority relating to the Quarterly Repurchase Units to be delivered by such GIP Party to the Company or the transactions contemplated by this Agreement.
The Vested Unit Repurchase Option must be exercised, if at all, for all of the Repurchase Units, except as the Company and the Participant otherwise agree.
There is no Proceeding pending or, to the knowledge of such GIP Party, threatened against such GIP Party, or against any officer, manager or director of such GIP Party, in each case related to the Quarterly Repurchase Units to be delivered by such GIP Party to the Company or the transactions contemplated hereby.
Following each repurchase of the Quarterly Repurchase Units hereunder, the Quarterly Repurchase Units shall be cancelled and shall no longer be deemed to be outstanding.
The “Units Equity Percentage” as of any day is the fraction the numerator of which is the aggregate of the Applicable Percentage of the sum of (x) the Number of Shares for all Transactions hereunder, and (y) the product of (A) the Number of Designated Repurchase Units for all Transactions hereunder, and (B) the Unit Entitlement, and the denominator of which is the number of Shares outstanding on such day.