TE Units definition
Examples of TE Units in a sentence
TGE is the sole managing member of TE and owns 156,353,761 TE Units.
The Class A Shares, Class B Shares and TE Units held by such Seller have been duly authorized and validly issued and are fully paid and non-assessable except to the extent specified in the Delaware Limited Liability Company Act or the Delaware Revised Uniform Limited Partnership Act, as applicable, or in the Organizational Documents of such applicable TGE Entity.
Such Seller is the record and beneficial owner of the Class A Shares, Class B Shares and TE Units set forth on Schedule 3.5 opposite such Seller’s name, free and clear of any Encumbrances, except for (a) restrictions on transfer arising under applicable securities Laws and (b) the applicable terms and conditions of this Agreement and the Organizational Documents of such Person, if applicable.
Immediately following the execution of this Agreement, the Major Sellers shall use commercially reasonable efforts to cause each of the Persons set forth on Schedule 2.1 as a “Joinder Party” (each, a “Joinder Party”) to sign a joinder to this Agreement, in substantially the form attached hereto as Exhibit C (a “Joinder”), with respect to the TE Units and Class B Shares specified on Schedule 2.1 opposite such Joinder Party’s name, and the Parties hereby agree to accept each Joinder upon execution thereof.
To the extent any such Person executes a Joinder, (a) such Person shall constitute and be deemed to be a “Sponsor” and a “Seller” for all purposes under this Agreement, and the TE Units and Class B Shares to which such Joinder relates shall constitute and be deemed to be “Subject Interests” for all purposes under this Agreement, and (b) the Purchase Price shall be adjusted upward to reflect the portion of the Purchase Price with respect to the TE Units an Class B Shares to which such Joinder relates.
As of January 30, 2019, there are 280,241,654 TE Units outstanding.
Such Seller is not a party to any agreements, arrangements or commitments obligating it to grant, deliver or sell, or cause to be granted, delivered or sold, the Class A Shares, Class B Shares and TE Units, by sale, lease, license or otherwise, other than this Agreement.
TEGP owns no Equity Interests in any other Person other than the TE Units set forth in this Section 4.6(a).
TE shall issue to TEGP a number of TE Units equal to the number of New TEGP Class A Shares issued as Merger Consideration pursuant to Section 2.3(a)(i) (including, for the avoidance of doubt, New TEGP Class A Shares issued upon the rounding up of fractional TEGP Class A Shares pursuant to Section 2.4(e)).
As of the date hereof, the Partnership is the sole managing member of TE and owns 179,197,416 TE Units.