Examples of TEGP Class A Shares in a sentence
The Company shall file the reports required to be filed by it under the Securities Act and the Exchange Act, and will take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder following an exchange of Tallgrass Equity Units and TEGP Class B Shares for TEGP Class A Shares to sell Registrable Securities without registration under the Securities Act within the limitations of the exemption provided by Rule 144.
Promptly after the Closing, TEGP shall (i) deposit, or cause to be deposited, with the Exchange Agent the New TEGP Class A Shares to be issued as the 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)) and (ii) authorize the Exchange Agent to exchange Partnership Public Units in accordance with Section 2.3(a).
Each of the Parties agrees to cooperate in the preparation of a registration statement on Form S-4 (the “Registration Statement”), including a joint proxy statement and other proxy solicitation materials of the Partnership and prospectus of TEGP constituting a part thereof (the “Proxy Statement”) and all related documents, to be filed by TEGP with the SEC in order to register the issuance of the New TEGP Class A Shares to be issued in the Merger, as contemplated by this Agreement.
All of such TEGP Class A Shares and TEGP Class B Shares, and the limited partner interests represented thereby, have been duly authorized and validly issued in accordance with the TEGP Partnership Agreement and are fully paid (to the extent required under the TEGP Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 17-303, 17-607 and 17-804 of the DRULPA).
The New TEGP Class A Shares to be issued in the Merger shall have been approved for listing on the NYSE, subject to official notice of issuance.
TEGP shall use its reasonable best efforts to cause the New TEGP Class A Shares to be approved for listing on the NYSE (subject, if applicable, to notice of issuance) prior to the Effective Time.
Any New TEGP Class A Shares and cash deposited with or made available to the Exchange Agent for the payment of distributions in accordance with Section 2.4(c) shall hereinafter be referred to as the “Exchange Fund.” The Exchange Fund shall be used only for the purposes contemplated by Section 2.4(c).
All New TEGP Class A Shares delivered in accordance with this Article II shall be uncertificated and shall be registered in book-entry form.
No certificates or scrip representing fractional TEGP Class A Shares shall be issued in the Merger.
None of TEGP, TEGP Management, the Partnership, the General Partner or the Surviving Entity shall be liable to any holder of Partnership Public Units for any New TEGP Class A Shares (or cash for the payment of distributions with respect thereto) from the Exchange Fund delivered to a public official pursuant to any abandoned property, escheat or similar Law.