Guaranteed. No transfer of the Common Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Common Units to be transferred is surrendered for registration or transfer and an Application for Transfer of Common Units has been executed by a transferee either (a) on the form set forth below or (b) on a separate application that the Partnership will furnish on request without charge. A transferor of the Common Units shall have no duty to the transferee with respect to execution of the transfer application in order for such transferee to obtain registration of the transfer of the Common Units. APPENDIX A No transfer of the Common Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Common Units to be transferred is surrendered for registration or transfer and an Application for Transfer of Common Units has been executed by a transferee either (a) on the form set forth below or (b) on a separate application that the Partnership will furnish on request without charge. A transferor of the Common Units shall have no duty to the transferee with respect to execution of the transfer application in order for such transferee to obtain registration of the transfer of the Common Units. APPLICATION FOR TRANSFER OF COMMON UNITS The undersigned (“Assignee”) hereby applies for transfer to the name of the Assignee of the Common Units evidenced hereby. The Assignee (a) requests admission as a Substituted Limited Partner and agrees to comply with and be bound by. and hereby executes, the Amended and Restated Agreement of Limited Partnership of Star Gas Partners, L.P., as amended, supplemented or restated to the date hereof (the “Partnership Agreement”), (b) represents and warrants that the Assignee has all right, power and authority and. if an individual, the capacity necessary to enter into the Partnership Agreement, (c) appoints the General Partner and, if a Liquidator shall be appointed, the Liquidator of the Partnership as the Assignee’s attorney-in-fact to execute, swear to, acknowledge and file any document, including, without limitation, the Partnership Agreement and any amendment thereto and the Certificate of Limited Partnership of the Partnership and any amendment thereto, necessary or appropriate for the Assignee’s admission as a Substituted Limited Partner and as a party to the Partnership Agreement, (d) gives the powers of attorney provided for in the Partnership Agreement and (e) makes the waivers and gives the consents and approvals contained in the Partnership Agreement. Capitalized terms not defined herein have the meanings assigned to such terms in the Partnership Agreement. Date: Signature of Assignee Social Security or other identifying number of Assignee Name and Address of Assignee Purchase Price including commissions, if any Type of Entity (check one): Individual Partnership Corporation Trust Other (specify) Nationality (check one):
Appears in 1 contract
Samples: Star Gas Finance Co
Guaranteed. No transfer of the Common Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Common Units to be transferred is surrendered for registration or transfer and an Application for Transfer of Common Units has been executed by a transferee either (a) on the form set forth below or (b) on a separate application that the Partnership will furnish on request without charge. A transferor of the Common Units shall have no duty to the transferee with respect to execution of the transfer application in order for such transferee to obtain registration of the transfer of the Common Units. APPENDIX A No transfer of the Common Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Common Units to be transferred is surrendered for registration or transfer and an Application for Transfer of Common Units has been executed by a transferee either (a) on the form set forth below or (b) on a separate application that the Partnership will furnish on request without charge. A transferor of the Common Units shall have no duty to the transferee with respect to execution of the transfer application in order for such transferee to obtain registration of the transfer of the Common Units. APPLICATION FOR TRANSFER OF COMMON UNITS The undersigned (“"Assignee”") hereby applies for transfer to the name of the Assignee of the Common Units evidenced hereby. The Assignee (a) requests admission as a Substituted Limited Partner and agrees to comply with and be bound by. , and hereby executes, the Amended and Restated Agreement of Limited Partnership of Star Gas Partners, L.P.Williams Energy Partners L.P. (the "Partnership"), as amended, supplemented or supplexxxxxx xr restated to the date hereof (the “"Partnership Agreement”"), (b) represents and warrants that the Assignee has all right, power and authority and. , if an individual, the capacity necessary to enter into the Partnership Agreement, (c) appoints the General Partner of the Partnership and, if a Liquidator shall be appointed, the Liquidator of the Partnership as the Assignee’s 's attorney-in-fact to execute, swear to, acknowledge and file any document, including, without limitation, the Partnership Agreement and any amendment thereto and the Certificate of Limited Partnership of the Partnership and any amendment thereto, necessary or appropriate for the Assignee’s 's admission as a Substituted Limited Partner and as a party to the Partnership Agreement, (d) gives the powers of attorney provided for in the Partnership Agreement Agreement, and (e) makes the waivers and gives the consents and approvals contained in the Partnership Agreement. Capitalized terms not defined herein have the meanings assigned to such terms in the Partnership Agreement. Date: Signature of Assignee ----------------- Social Security or other identifying number of Signature of Assignee Name and Address of Assignee Purchase Price including commissions, if any Name and Address of Assignee Type of Entity (check one): |_| Individual |_| Partnership |_| Corporation |_| Trust |_| Other (specify) Nationality (check one):): |_| U.S. Citizen, Resident or Domestic Entity |_| Foreign Corporation |_| Non-resident Alien If the U.S. Citizen, Resident or Domestic Entity box is checked, the following certification must be completed. Under Section 1445(e) of the Internal Revenue Code of 1986, as amended (the "Code"), the Partnership must withhold tax with respect to certain transfers of property if a holder of an interest in the Partnership is a foreign person. To inform the Partnership that no withholding is required with respect to the undersigned interestholder's interest in it, the undersigned hereby certifies the following (or, if applicable, certifies the following on behalf of the interestholder). Complete Either A or B:
Appears in 1 contract
Samples: Williams Energy Partners L P
Guaranteed. No transfer of the Common Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Common Units to be transferred is surrendered for registration or transfer and an Application for Transfer of Common Units has been executed by a transferee either (a) on the form set forth below or (b) on a separate application that the Partnership will furnish on request without chargetransfer. A transferor of the Common Units shall have no duty XXXXXXX X-0 to the transferee with respect to execution of the transfer application in order for such transferee to obtain registration of the transfer of the Common Units. APPENDIX A No transfer of the Common Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Common Units to be transferred is surrendered for registration or transfer and an Application for Transfer of Common Units has been executed by a transferee either (a) on the form set forth below or (b) on a separate application that the Partnership will furnish on request without charge. A transferor of the Common Units shall have no duty to the transferee with respect to execution of the transfer application in order for such transferee to obtain registration of the transfer of the Common Units. APPLICATION FOR TRANSFER OF COMMON UNITS The undersigned (“Assignee”) hereby applies for transfer to the name of the Assignee of the Common Units evidenced hereby. The Assignee (a) requests admission as a Substituted Limited Partner and agrees to comply with and be bound by. and hereby executes, the Fourth Amended and Restated Agreement of Limited Partnership of Star Gas Partners, L.P.Legacy Reserves LP Certificate Evidencing Incentive Distribution Units Representing Limited Partner Interests in Legacy Reserves LP No. Incentive Destribution Units CUSIP In accordance with Section 4.1 and subject to Section 4.7 of the Fourth Amended and Restated Agreement of Limited Partnership of Legacy Reserves LP, as amended, supplemented or restated from time to the date hereof time (the “Partnership Agreement”), Legacy Reserves LP, a Delaware limited partnership (bthe “Partnership”), hereby certifies that (the “Holder”) represents is the registered owner of Incentive Distribution Units representing limited partner interests in the Partnership (the “Incentive Distribution Units”) transferable on the books of the Partnership, in person or by duly authorized attorney, upon surrender of this Certificate properly endorsed. The rights, preferences and warrants limitations of the Incentive Distribution Units are set forth in, and this Certificate and the Incentive Distribution Units represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Partnership Agreement. Copies of the Partnership Agreement are on file at, and will be furnished without charge on delivery of written request to the Partnership at, the principal office of the Partnership located at 000 X. Xxxx Xxxxxx, Xxx. 0000, Xxxxxxx, Xxxxx 00000. Capitalized terms used herein but not defined shall have the meanings given them in the Partnership Agreement. THE HOLDER OF THIS SECURITY ACKNOWLEDGES FOR THE BENEFIT OF LEGACY RESERVES LP THAT THIS SECURITY MAY NOT BE SOLD, OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED OTHER THAN IN ACCORDANCE WITH SECTION 4.7 OF THE PARTNERSHIP AGREEMENT OR IF SUCH TRANSFER WOULD (A) VIOLATE THE THEN APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR RULES AND REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER GOVERNMENTAL AUTHORITY WITH JURISDICTION OVER SUCH TRANSFER, (B) TERMINATE THE EXISTENCE OR QUALIFICATION OF LEGACY RESERVES LP UNDER THE LAWS OF THE STATE OF DELAWARE, OR (C) CAUSE LEGACY RESERVES LP TO BE TREATED AS AN ASSOCIATION TAXABLE AS A CORPORATION OR OTHERWISE TO BE TAXED AS AN ENTITY FOR FEDERAL INCOME TAX PURPOSES (TO THE EXTENT NOT ALREADY SO TREATED OR TAXED). LEGACY RESERVES GP, LLC, THE GENERAL PARTNER OF LEGACY RESERVES LP, MAY IMPOSE ADDITIONAL RESTRICTIONS ON THE TRANSFER OF THIS SECURITY IF IT RECEIVES AN OPINION OF COUNSEL THAT SUCH RESTRICTIONS ARE NECESSARY TO AVOID A SIGNIFICANT RISK OF LEGACY RESERVES LP BECOMING TAXABLE AS A CORPORATION OR OTHERWISE BECOMING TAXABLE AS AN ENTITY FOR FEDERAL INCOME TAX PURPOSES. THE RESTRICTIONS SET FORTH ABOVE SHALL NOT PRECLUDE THE SETTLEMENT OF ANY TRANSACTIONS INVOLVING THIS SECURITY ENTERED INTO THROUGH THE FACILITIES OF ANY NATIONAL SECURITIES EXCHANGE ON WHICH THIS SECURITY IS LISTED OR ADMITTED TO TRADING. The Holder, by accepting this Certificate, is deemed to have (i) requested admission as, and agreed to become, a Limited Partner and to have agreed to comply with and be bound by and to have executed the Partnership Agreement, (ii) represented and warranted that the Assignee Holder has all right, power and authority and. , if an individual, the capacity necessary to enter into the Partnership Agreement, (ciii) appoints the General Partner and, if a Liquidator shall be appointed, the Liquidator of the Partnership as the Assignee’s attorney-in-fact to execute, swear to, acknowledge and file any document, including, without limitation, the Partnership Agreement and any amendment thereto and the Certificate of Limited Partnership of the Partnership and any amendment thereto, necessary or appropriate for the Assignee’s admission as a Substituted Limited Partner and as a party to the Partnership Agreement, (d) gives granted the powers of attorney provided for in the Partnership Agreement and (eiv) makes made the waivers and gives given the consents and approvals contained in the Partnership Agreement. Capitalized terms This Certificate shall not defined herein have be valid for any purpose unless it has been countersigned and registered by the meanings assigned Transfer Agent and Registrar. This Certificate shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to such terms principles of conflict of laws thereof. Dated: _____________________________ Legacy Reserves LP Countersigned and Registered by: By: Legacy Reserves GP, LLC, its General Partner _____________________________ By: _____________________________ as Transfer Agent and Registrar Name: _____________________________ By: _____________________________ By: _____________________________ Authorized Signature Secretary [Reverse of Certificate] ABBREVIATIONS The following abbreviations, when used in the Partnership Agreementinscription on the face of this Certificate, shall be construed as follows according to applicable laws or regulations: TEN COM - as tenants in common UNIF GIFT/TRANSFERS MIN ACT TEN ENT - as tenants by the entireties Custodian (Cust) (Minor) under Uniform Gifts/Transfers to JT TEN - as joint tenants with right of survivorship and CD Minors Act (State)not as tenants in common Additional abbreviations, though not in the above list, may also be used. Date: Signature ASSIGNMENT OF INCENTIVE DISTRIBUTION UNITS in LEGACY RESERVES LP FOR VALUE RECEIVED, hereby assigns, conveys, sells and transfers unto (Please print or typewrite name and address of Assignee assignee) (Please insert Social Security or other identifying number of Assignee Name assignee) Incentive Distribution Units representing limited partner interests evidenced by this Certificate, subject to the Partnership Agreement, and Address does hereby irrevocably constitute and appoint as its attorney-in-fact with full power of Assignee Purchase Price including commissionssubstitution to transfer the same on the books of Legacy Reserves LP Date: ________________________________________ NOTE: The signature to any endorsement hereon must correspond with the name as written upon the face of this Certificate in every particular, if any Type of Entity without alteration, enlargement or change. THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (check one): Individual Partnership Corporation Trust Other BANKS, STOCKBROKERS, SAVINGS AND LOANASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17d-15 (specifySignature) Nationality (check one):Signature)
Appears in 1 contract
Samples: Legacy Reserves Lp
Guaranteed. No transfer of the Common Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Common Units to be transferred is surrendered for registration or transfer and an Application for Transfer of Common Units has been executed by a transferee either (a) on the form set forth below or (b) on a separate application that the Partnership will furnish on request without charge. A transferor of the Common Units shall have no duty to the transferee with respect to execution of the transfer application in order for such transferee to obtain registration of the transfer of the Common Units. APPENDIX A No transfer EXHIBIT B to the Amended and Restated Agreement of the Limited Partnership of U.S. Shipping Partners L.P. Certificate Evidencing Common Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Common Units to be transferred is surrendered for registration or transfer and an Application for Transfer of Common Units has been executed by a transferee either (a) on the form set forth below or (b) on a separate application that the Partnership will furnish on request without charge. A transferor of the Common Units shall have no duty to the transferee with respect to execution of the transfer application Representing Limited Partner Interests in order for such transferee to obtain registration of the transfer of the Common Units. U.S. Shipping Partners L.P. APPLICATION FOR TRANSFER OF COMMON UNITS The undersigned (“Assignee”) hereby applies for transfer to the name of the Assignee of the Common Units evidenced hereby. The Assignee (a) requests admission as a Substituted Limited Partner and agrees to comply with and be bound by. , and hereby executes, the Amended and Restated Agreement of Limited Partnership of Star Gas Partners, L.P.U.S. Shipping Partners L.P. (the “Partnership”), as amended, supplemented or restated to the date hereof (the “Partnership Agreement”), (b) represents and warrants that the Assignee has all right, power and authority and. , if an individual, the capacity necessary to enter into the Partnership Agreement, (c) appoints the General Partner of the Partnership and, if a Liquidator shall be appointed, the Liquidator of the Partnership as the Assignee’s attorney-in-fact to execute, swear to, acknowledge and file any document, including, without limitation, the Partnership Agreement and any amendment thereto and the Certificate of Limited Partnership of the Partnership and any amendment thereto, necessary or appropriate for the Assignee’s admission as a Substituted Limited Partner and as a party to the Partnership Agreement, (d) gives the powers of attorney provided for in the Partnership Agreement Agreement, and (e) makes the waivers and gives the consents and approvals contained in the Partnership Agreement. Capitalized terms not defined herein have the meanings assigned to such terms in the Partnership Agreement. Date: Signature of Assignee Social Security or other identifying number of Assignee Name and Address Signature of Assignee Purchase Price including commissions, if any Name and Address of Assignee Type of Entity (check one): o Individual ¨ Partnership ¨ Corporation ¨ Trust ¨ Other (specify) Nationality (for taxation purposes) (check one):): ¨ U.S. Citizen, Resident or Domestic Entity ¨ Foreign Corporation ¨ Non-resident Alien If the U.S. Citizen, Resident or Domestic Entity box is checked, Certification B-1 must be completed. Under Section 1445(e) of the Internal Revenue Code of 1986, as amended (the “Code”), the Partnership must withhold tax with respect to certain transfers of property if a holder of an interest in the Partnership is a foreign person. To inform the Partnership that no withholding is required with respect to the undersigned interestholder’s interest in it, the undersigned hereby certifies as set forth in B-1 (or, if applicable, certifies the following on behalf of the interestholder). Citizenship (for Maritime purposes—see Maritime Citizenship definitions below) (check one): ¨ Citizen of the United States o Non-Citizen of the United States If a Citizen of the United States box is checked, Certification B-2 must be completed. Under Part 67 of Title 46 of the Code of Federal Regulations (CFR), the undersigned is deemed and defined a “Citizen of the United States” (for maritime purposes) if at all tiers of ownership and in both form and substance at each tier of ownership:
Appears in 1 contract
Samples: U.S. Shipping Partners L.P.
Guaranteed. No transfer of the Common Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Common Units to be transferred is surrendered for registration or transfer and an Application for Transfer of Common Units has been executed by a transferee either (a) on the form set forth below or (b) on a separate application that the Partnership will furnish on request without charge. A transferor of the Common Units shall have no duty to the transferee with respect to execution of the transfer application in order for such transferee to obtain registration of the transfer of the Common Units. APPENDIX A No transfer of the Common Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Common Units to be transferred is surrendered for registration or transfer and an Application for Transfer of Common Units has been executed by a transferee either (a) on the form set forth below or (b) on a separate application that the Partnership will furnish on request without charge. A transferor of the Common Units shall have no duty to the transferee with respect to execution of the transfer application in order for such transferee to obtain registration of the transfer of the Common Units. APPLICATION FOR TRANSFER OF COMMON UNITS The undersigned (“Assignee”) hereby applies for transfer to the name of the Assignee of the Common Units evidenced hereby. The Assignee (a) requests admission as a Substituted Limited Partner and agrees to comply with and be bound by. , and hereby executes, the Fifth Amended and Restated Agreement of Limited Partnership of Star Gas PartnersPlains All American Pipeline, L.P.L.P. (the “Partnership”), as amended, supplemented or restated to the date hereof (the “Partnership Agreement”), (b) represents and warrants that the Assignee has all right, power and authority and. , if an individual, the capacity necessary to enter into the Partnership Agreement, (c) appoints the General Partner of the Partnership and, if a Liquidator shall be appointed, the Liquidator of the Partnership as the Assignee’s attorney-attorney- in-fact to execute, swear to, acknowledge and file any document, including, without limitation, the Partnership Agreement and any amendment thereto and the Certificate of Limited Partnership of the Partnership and any amendment thereto, necessary or appropriate for the Assignee’s admission as a Substituted Limited Partner and as a party to the Partnership Agreement, (d) gives the powers of attorney provided for in the Partnership Agreement Agreement, and (e) makes the waivers and gives the consents and approvals contained in the Partnership Agreement. Capitalized terms not defined herein have the meanings assigned to such terms in the Partnership Agreement. Date: Signature of Assignee Social Security or other identifying number of Assignee Name and Address Signature of Assignee Purchase Price including commissions, if any Name and Address of Assignee Type of Entity (check one): o Individual o Partnership o Corporation o Trust o Other (specify) Nationality (check one):): o U.S. Citizen, Resident or Domestic Entity o Foreign Corporation o Non-resident Alien If the U.S. Citizen, Resident or Domestic Entity box is checked, the following certification must be completed. Under Section 1445(e) of the Internal Revenue Code of 1986, as amended (the “Code”), the Partnership must withhold tax with respect to certain transfers of property if a holder of an interest in the Partnership is a foreign person. To inform the Partnership that no withholding is required with respect to the undersigned interestholder’s interest in it, the undersigned hereby certifies the following (or, if applicable, certifies the following on behalf of the interestholder). Complete Either A or B:
Appears in 1 contract
Samples: Plains All American Pipeline Lp
Guaranteed. No transfer of the Common Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Common Units to be transferred is surrendered for registration or transfer and an Application for Transfer of Common Units has been executed by a transferee either (a) on the form set forth below or (b) on a separate application that the Partnership will furnish on request without charge. A transferor of the Common Units shall have no duty to the transferee with respect to execution of the transfer application in order for such transferee to obtain registration of the transfer of the Common Units. APPENDIX A No transfer of the Common Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Common Units to be transferred is surrendered for registration or transfer and an Application for Transfer of Common Units has been executed by a transferee either (a) on the form set forth below or (b) on a separate application that the Partnership will furnish on request without charge. A transferor of the Common Units shall have no duty to the transferee with respect to execution of the transfer application in order for such transferee to obtain registration of the transfer of the Common Units. APPLICATION FOR TRANSFER OF COMMON UNITS The undersigned (“"Assignee”") hereby applies for transfer to the name of the Assignee of the Common Units evidenced hereby. The Assignee (a) requests admission as a Substituted Limited Partner and agrees to comply with and be bound by. , and hereby executes, the Amended and Restated Agreement of Limited Partnership of Star Gas PartnersInergy, L.P.L.P. (the "Partnership"), as amended, supplemented or restated to the date hereof (the “"Partnership Agreement”"), (b) represents and warrants that the Assignee has all right, power and authority and. , if an individual, the capacity necessary to enter into the Partnership Agreement, (c) appoints the Managing General Partner of the Partnership and, if a Liquidator shall be appointed, the Liquidator of the Partnership as the Assignee’s 's attorney-in-fact to execute, swear to, acknowledge and file any document, including, without limitation, the Partnership Agreement and any amendment thereto and the Certificate of Limited Partnership of the Partnership and any amendment thereto, necessary or appropriate for the Assignee’s 's admission as a Substituted Limited Partner and as a party to the Partnership Agreement, (d) gives the powers of attorney provided for in the Partnership Agreement Agreement, and (e) makes the waivers and gives the consents and approvals contained in the Partnership Agreement. Capitalized terms not defined herein have the meanings assigned to such terms in the Partnership Agreement. Date: Signature of Assignee :__________________ ___________________________________________ _________________________________ Social Security or other identifying number Signature of Assignee Name and Address of Assignee ___________________________________________ _________________________________ Purchase Price including commissions, if any Name and Address of Assignee Type of Entity (check one): [_] Individual [_] Partnership [_] Corporation [_] Trust [_] Other (specify) Nationality (check one):): [_] U.S. Citizen, Resident or Domestic Entity [_] Foreign Corporation [_] Non-resident Alien If the U.S. Citizen, Resident or Domestic Entity box is checked, the following certification must be completed. Under Section 1445(e) of the Internal Revenue Code of 1986, as amended (the "Code"), the Partnership must withhold tax with respect to certain transfers of property if a holder of an interest in the Partnership is a foreign person. To inform the Partnership that no withholding is required with respect to the undersigned interestholder's interest in it, the undersigned hereby certifies the following (or, if applicable, certifies the following on behalf of the interestholder).
Appears in 1 contract
Samples: Inergy L P
Guaranteed. No transfer of the Common Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Common Units to be transferred is surrendered for registration or transfer and an Application for Transfer transfer. Exhibit D Form of Common Units has been executed by a transferee either Hunton Xxxxxxx Xxxxx LLP Legal Opinion (aSee Attached) on the form set forth below or (b) on a separate application that the Partnership will furnish on request without charge. A transferor July 2, 2019 To each of the Common Purchasers named in the Class D Preferred Unit and Warrant Purchase Agreement referenced herein Re: Class D Preferred Units shall and Warrants issued by NGL Energy Partners LP. Ladies and Gentlemen: We have no duty acted as special counsel to the transferee with respect to execution of the transfer application in order for such transferee to obtain registration of the transfer of the Common Units. APPENDIX A No transfer of the Common Units evidenced hereby will be registered on the books of the PartnershipNGL Energy Partners LP, unless the Certificate evidencing the Common Units to be transferred is surrendered for registration or transfer and an Application for Transfer of Common Units has been executed by a transferee either (a) on the form set forth below or (b) on a separate application that the Partnership will furnish on request without charge. A transferor of the Common Units shall have no duty to the transferee with respect to execution of the transfer application in order for such transferee to obtain registration of the transfer of the Common Units. APPLICATION FOR TRANSFER OF COMMON UNITS The undersigned (“Assignee”) hereby applies for transfer to the name of the Assignee of the Common Units evidenced hereby. The Assignee (a) requests admission as a Substituted Limited Partner and agrees to comply with and be bound by. and hereby executes, the Amended and Restated Agreement of Limited Partnership of Star Gas Partners, L.P., as amended, supplemented or restated to the date hereof Delaware limited partnership (the “Partnership Issuer”), in connection with the Class D Preferred Unit and Warrant Purchase Agreement dated July 2, 2019 (the “Purchase Agreement”), by and among the Issuer and each of the Purchasers listed in Schedule A attached thereto (b) represents each, a “Purchaser” and warrants that the Assignee has all right, power and authority and. if an individualcollectively, the capacity necessary “Purchasers”), relating to enter into the sale by the Issuer to the Purchasers of (i) an aggregate of 400,000 Class D Preferred Units representing limited partner interests in the Issuer (the “Preferred Units”) and (ii) warrants (the “Warrants”) to purchase an aggregate of 17,000,000 common units representing limited partner interests in the Issuer. The Preferred Units and the Warrants are referred to herein collectively as the “Securities.” The Preferred Units are being issued pursuant to the Partnership Agreement (as defined below). Pursuant to the Purchase Agreement, (ci) appoints NGL Energy Holdings LLC, a Delaware limited liability company and the general partner of the Issuer (the “General Partner”), the Issuer and the Purchaser have entered into the Board Rights Agreement (as defined below), pertaining to certain rights of the Purchasers to designate a member of the board of directors of the General Partner andand (ii) the Issuer and the Purchasers have entered into a Registration Rights Agreement dated as of July 2, if 2019 (the “Registration Rights Agreement”), pursuant to which the Issuer has agreed to file, under certain conditions, with the Securities and Exchange Commission (the “SEC”), a Liquidator shall be appointedregistration statement under the Securities Act of 1933, as amended (the “Securities Act”), with respect to offers and sales of the Preferred Units, the Liquidator Common Units issuable upon exercise of the Partnership as Warrants (the Assignee’s attorney-in-fact to execute, swear to, acknowledge and file any document, including, without limitation, the Partnership Agreement and any amendment thereto “Warrant Common Units”) and the Certificate of Limited Partnership of common units representing limited partner interests in the Partnership and any amendment thereto, necessary or appropriate for the Assignee’s admission as a Substituted Limited Partner and as a party to the Partnership Agreement, (d) gives the powers of attorney provided for Issuer that under certain circumstances set forth in the Partnership Agreement and may be issued by the Issuer as payment of a portion of the price to redeem Preferred Units (ethe “Redemption Common Units”). We are furnishing this opinion letter to you pursuant to Section 6.01(c) makes of the waivers and gives the consents and approvals contained in the Partnership Purchase Agreement. Capitalized terms not defined herein In rendering the opinions set forth herein, we have examined and relied on originals or copies, certified or otherwise identified to our satisfaction, of the meanings assigned to such terms in the Partnership Agreement. Date: Signature of Assignee Social Security or other identifying number of Assignee Name and Address of Assignee Purchase Price including commissions, if any Type of Entity (check one): Individual Partnership Corporation Trust Other (specify) Nationality (check one):following:
Appears in 1 contract
Guaranteed. No transfer of the Common Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Common Units to be transferred is surrendered for registration or transfer and an Application for Transfer of Common Units has been executed by a transferee either (a) on the form set forth below or (b) on a separate application that the Partnership will furnish on request without charge. A transferor of the Common Units shall have no duty to the transferee with respect to execution of the transfer application in order for such transferee to obtain registration of the transfer of the Common Units. APPENDIX -------------------------------------------------------------- Exhibit A No transfer of the Common Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Common Units to be transferred is surrendered for registration or transfer and an Application for Transfer of Common Units has been executed by a transferee either (a) on the form set forth below or (b) on a separate application that the Partnership will furnish on request without charge. A transferor of the Common Units shall have no duty to the transferee with respect to execution of the transfer application in order for such transferee to obtain registration of the transfer of the Common Units. Page 4 92 APPLICATION FOR TRANSFER OF COMMON UNITS The undersigned (“"Assignee”") hereby applies for transfer to the name of the Assignee of the Common Units evidenced hereby. The Assignee (a) requests admission as a Substituted Limited Partner and agrees to comply with and be bound by. , and hereby executes, the Third Amended and Restated Agreement of Limited Partnership of Star Gas Kindxx Xxxxxx Xxxrgy Partners, L.P.L.P. (the "Partnership"), as amended, supplemented or restated to the date hereof (the “"Partnership Agreement”"), (b) represents and warrants that the Assignee has all right, power and authority and. , if an individual, the capacity necessary to enter into the Partnership Agreement, (c) appoints the General Partner and, if a Liquidator shall be appointed, the Liquidator of the Partnership as the Assignee’s attorney-in-fact 's attorney to execute, swear to, acknowledge and file any document, including, without limitation, the Partnership Agreement and any amendment thereto and the Certificate of Limited Partnership of the Partnership and any amendment thereto, necessary or appropriate for the Assignee’s 's admission as a Substituted Limited Partner and as a party to the Partnership Agreement, (d) gives the powers of attorney provided for in the Partnership Agreement and (e) makes the waivers and gives the consents and approvals contained in the Partnership Agreement. Capitalized terms not defined herein have the meanings assigned to such terms in the Partnership Agreement. Date: ------------------------- ----------------------------------------------- Signature of Assignee ------------------------------- ----------------------------------------------- Social Security or other identifying number of Assignee Name and Address of Assignee identifying number of Assignee ------------------------------- Purchase Price including commissions, if any Type of Entity (check oneCheck One): Individual Partnership Corporation --------------- -------------- -------------- Trust Other (specify) ---------------------- ------------------------- Nationality (check one):Check One): U.S. Citizen, Resident or Domestic Entity -------- Foreign Corporation, or Non-resident alien -------- -------- If the U.S. Citizen, Resident or Domestic Entity box is checked, the following certification must be completed. Under Section 1445(e) of the Internal Revenue Code of 1986, as amended (the "Code"), the Partnership must withhold tax with respect to certain transfers of property if a holder of an interest in the Partnership is a foreign person. To inform the Partnership that no withholding is required with respect to the undersigned interest-holder's interest in it, the undersigned hereby certifies the following (or, if applicable, certifies the following on behalf of the interest-holder). Complete either A or B:
Appears in 1 contract
Samples: Kinder Morgan Energy Partners L P
Guaranteed. No transfer of the Common Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Common Units to be transferred is surrendered for registration or transfer and an Application for Transfer of Common Units has been executed by a transferee either (a) on the form set forth below or (b) on a separate application that the Partnership will furnish on request without charge. A transferor of the Common Units shall have no duty to the transferee with respect to execution of the transfer application in order for such transferee to obtain registration of the transfer of the Common Units. APPENDIX A No transfer of the Common Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Common Units to be transferred is surrendered for registration or transfer and an Application for Transfer of Common Units has been executed by a transferee either (a) on the form set forth below or (b) on a separate application that the Partnership will furnish on request without charge. A transferor of the Common Units shall have no duty to the transferee with respect to execution of the transfer application in order for such transferee to obtain registration of the transfer of the Common Units. APPLICATION FOR TRANSFER OF COMMON UNITS The undersigned (“Assignee”) hereby applies for transfer to the name of the Assignee of the Common Units evidenced hereby. The Assignee (a) requests admission as a Substituted Limited Partner and agrees to comply with and be bound by. , and hereby executes, the Fourth Amended and Restated Agreement of Limited Partnership of Star Gas Ferrellgas Partners, L.P.L.P. (the “Partnership”), as amended, supplemented or restated to the date hereof (the “Partnership Agreement”), (b) represents and warrants that the Assignee has all right, power and authority and. , if an individual, the capacity necessary to enter into the Partnership Agreement, (c) appoints the General Partner and, if a Liquidator shall be appointed, the Liquidator of the Partnership as the Assignee’s attorney-in-fact to execute, swear to, acknowledge and file any document, including, without limitation, the Partnership Agreement and any amendment thereto and the Certificate of Limited Partnership of the Partnership and any amendment thereto, necessary or appropriate for the Assignee’s admission as a Substituted Limited Partner and as a party to the Partnership Agreement, (d) gives grants the powers of attorney provided for in the Partnership Agreement and (ed) makes the waivers and gives the consents and approvals contained in the Partnership Agreement. Capitalized terms not defined herein have the meanings assigned to such terms in the Partnership Agreement. Date: Signature of Assignee Social Security or other identifying number of Assignee Name and Address of Assignee Purchase Price including commissions, if any Type of Entity (check one): ) Individual Partnership Corporation Trust Other (specify) Nationality (check one):Check One): U.S Citizen, Resident or Domestic Entity ___ Foreign Corporation, or Non-resident alien If the U.S. Citizen, Resident or Domestic Entity box is checked, the following certification must be completed. Under Section 1445(e) of the Internal Revenue Code of 1986, as amended (the “Code”), the Partnership must withhold tax with respect to certain transfers of property if a holder of an interest in the Partnership is a foreign person. To inform the Partnership that no withholding is required with respect to the undersigned interest holder’s interest in it, the undersigned hereby certifies the following (or, if applicable, certifies the following on behalf of the interest holder).
Appears in 1 contract
Samples: Ferrellgas Finance Corp
Guaranteed. No transfer of the Common Subordinated Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Common Subordinated Units to be transferred is surrendered for registration or transfer and an Application for Transfer of Common Subordinated Units has been executed by a transferee either (a) on the form set forth below or (b) on a separate application that the Partnership will furnish on request without charge. A transferor of the Common Subordinated Units shall have no duty to the transferee with respect to execution of the transfer application in order for such transferee to obtain registration of the transfer of the Common Units. APPENDIX A No transfer of the Common Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Common Units to be transferred is surrendered for registration or transfer and an Application for Transfer of Common Units has been executed by a transferee either (a) on the form set forth below or (b) on a separate application that the Partnership will furnish on request without charge. A transferor of the Common Units shall have no duty to the transferee with respect to execution of the transfer application in order for such transferee to obtain registration of the transfer of the Common Subordinated Units. APPLICATION FOR TRANSFER OF COMMON SUBORDINATED UNITS The undersigned (“"Assignee”") hereby applies for transfer to the name of the Assignee of the Common Subordinated Units evidenced hereby. The Assignee (a) requests admission as a Substituted Limited Partner and agrees to comply with and be bound by. , and hereby executes, the First Amended and Restated Agreement of Limited Partnership of Star Gas Partners, L.P.Martin Midstream Partners L.P. (the "Partnership"), as amended, supplemented supplexxxxxx or restated to the date hereof (the “"Partnership Agreement”"), (b) represents and warrants that the Assignee has all right, power and authority and. , if an individual, the capacity necessary to enter into the Partnership Agreement, (c) appoints the General Partner of the Partnership and, if a Liquidator shall be appointed, the Liquidator of the Partnership as the Assignee’s 's attorney-in-fact to execute, swear to, acknowledge and file any document, including, without limitation, the Partnership Agreement and any amendment thereto and the Certificate of Limited Partnership of the Partnership and any amendment thereto, necessary or appropriate for the Assignee’s 's admission as a Substituted Limited Partner and as a party to the Partnership Agreement, (d) gives the powers of attorney provided for in the Partnership Agreement Agreement, and (e) makes the waivers and gives the consents and approvals contained in the Partnership Agreement. Capitalized terms not defined herein have the meanings assigned to such terms in the Partnership Agreement. Date: Signature of Assignee ---------------------- ----------------------------------------------- ------------------------------ Social Security or other identifying number Signature of Assignee Name and Address of Assignee ----------------------------------------------- ------------------------------ Purchase Price including commissions, if any Name and Address of Assignee Type of Entity (check one): [ ] Individual [ ] Partnership [ ] Corporation [ ] Trust [ ] Other (specify) Nationality (check one):): [ ] U.S. Citizen, Resident or Domestic Entity [ ] Foreign Corporation [ ] Non-resident Alien If the U.S. Citizen, Resident or Domestic Entity box is checked, the following certification must be completed. Under Section 1445(e) of the Internal Revenue Code of 1986, as amended (the "Code"), the Partnership must withhold tax with respect to certain transfers of property if a holder of an interest in the Partnership is a foreign person. To inform the Partnership that no withholding is required with respect to the undersigned interestholder's interest in it, the undersigned hereby certifies the following (or, if applicable, certifies the following on behalf of the interestholder).
Appears in 1 contract
Samples: Martin Midstream Partners Lp
Guaranteed. No transfer of the Common Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Common Units to be transferred is surrendered for registration or transfer and an Application for Transfer of Common Units has been executed by a transferee either (a) on the form set forth below or (b) on a separate application that the Partnership will furnish on request without charge. A transferor of the Common Units shall have no duty to the transferee with respect to execution of the transfer application in order for such transferee to obtain registration of the transfer of the Common Units. APPENDIX A No transfer of the Common Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Common Units to be transferred is surrendered for registration or transfer and an Application for Transfer of Common Units has been executed by a transferee either (a) on the form set forth below or (b) on a separate application that the Partnership will furnish on request without charge. A transferor of the Common Units shall have no duty to the transferee with respect to execution of the transfer application in order for such transferee to obtain registration of the transfer of the Common Units. APPLICATION FOR TRANSFER OF COMMON UNITS The undersigned (“"Assignee”") hereby applies for transfer to the name of the Assignee of the Common Units evidenced hereby. The Assignee (a) requests admission as a Substituted Limited Partner and agrees to comply with and be bound by. , and hereby executes, the First Amended and Restated Agreement of Limited Partnership of Star Gas Alliance Resource Partners, L.P.L.P. (the "Partnership"), as amended, supplemented or restated to the date hereof (the “"Partnership Agreement”"), (b) represents and warrants that the Assignee has all right, power and authority and. , if an individual, the capacity necessary to enter into the Partnership Agreement, (c) appoints the General Partner of the Partnership and, if a Liquidator shall be appointed, the Liquidator of the Partnership as the Assignee’s 's attorney-in-fact to execute, swear to, acknowledge and file any document, including, without limitation, the Partnership Agreement and any amendment thereto and the Certificate of Limited Partnership of the Partnership and any amendment thereto, necessary or appropriate for the Assignee’s 's admission as a Substituted Limited Partner and as a party to the Partnership Agreement, (d) gives the powers of attorney provided for in the Partnership Agreement Agreement, and (e) makes the waivers and gives the consents and approvals contained in the Partnership Agreement. Capitalized terms not defined herein have the meanings assigned to such terms in the Partnership Agreement. Date: Signature of Assignee Social Security or other identifying number of Assignee Name and Address of Assignee Purchase Price including commissions, if any Type of Entity (check one): Individual Partnership Corporation Trust Other (specify) Nationality (check one):.
Appears in 1 contract
Samples: Alliance Resource Partners Lp
Guaranteed. No transfer of the Common Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Common Units to be transferred is surrendered for registration or transfer and an Application for Transfer of Common Units has been executed by a transferee either (a) on the form set forth below or (b) on a separate application that the Partnership will furnish on request without charge. A transferor of the Common Units shall have no duty to the transferee with respect to execution of the transfer application in order for such transferee to obtain registration of the transfer of the Common Units. APPENDIX A No transfer of the Common Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Common Units to be transferred is surrendered for registration or transfer and an Application for Transfer of Common Units has been executed by a transferee either (a) on the form set forth below or (b) on a separate application that the Partnership will furnish on request without charge. A transferor of the Common Units shall have no duty to the transferee with respect to execution of the transfer application in order for such transferee to obtain registration of the transfer of the Common Units. APPLICATION FOR TRANSFER OF COMMON UNITS The undersigned (“"Assignee”") hereby applies for transfer to the name of the Assignee of the Common Units evidenced hereby. The Assignee (a) requests admission as a Substituted Limited Partner and agrees to comply with and be bound by. , and hereby executes, the Second Amended and Restated Agreement of Limited Partnership of Star Gas PartnersPlains All American Pipeline, L.P.L.P. (the "Partnership"), as amended, supplemented or restated to the date hereof (the “"Partnership Agreement”"), (b) represents and warrants that the Assignee has all right, power and authority and. , if an individual, the capacity necessary to enter into the Partnership Agreement, (c) appoints the General Partner of the Partnership and, if a Liquidator shall be appointed, the Liquidator of the Partnership as the Assignee’s 's attorney-in-fact to execute, swear to, acknowledge and file any document, including, without limitation, the Partnership Agreement and any amendment thereto and the Certificate of Limited Partnership of the Partnership and any amendment thereto, necessary or appropriate for the Assignee’s 's admission as a Substituted Limited Partner and as a party to the Partnership Agreement, (d) gives the powers of attorney provided for in the Partnership Agreement Agreement, and (e) makes the waivers and gives the consents and approvals contained in the Partnership Agreement. Capitalized terms not defined herein have the meanings assigned to such terms in the Partnership Agreement. Date: Signature of Assignee :____________ Social Security or other identifying number Signature of Assignee Name and Address of Assignee Purchase Price including commissions, if any Name and Address of Assignee Type of Entity (check one): [_] Individual [_] Partnership [_] Corporation [_] Trust [_] Other (specify) )___________________________ Nationality (check one):): [_] U.S. Citizen, Resident or Domestic Entity [_] Foreign Corporation [_] Non-resident Alien If the U.S. Citizen, Resident or Domestic Entity box is checked, the following certification must be completed. Under Section 1445(e) of the Internal Revenue Code of 1986, as amended (the "Code"), the Partnership must withhold tax with respect to certain transfers of property if a holder of an interest in the Partnership is a foreign person. To inform the Partnership that no withholding is required with respect to the undersigned interestholder's interest in it, the undersigned hereby certifies the following (or, if applicable, certifies the following on behalf of the interestholder). Complete Either A or B:
Appears in 1 contract
Samples: Plains All American Pipeline Lp
Guaranteed. No transfer of the Common Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Common Units to be transferred is surrendered for registration or transfer and an Application for Transfer of Common Units has been executed by a transferee either (a) on the form set forth below or (b) on a separate application that the Partnership will furnish on request without chargetransfer. A transferor of the Common Units shall have no duty to the transferee with respect to execution of the transfer application in order for such transferee to obtain registration of the transfer of the Common Units. APPENDIX A No transfer of the Common Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Common Units to be transferred is surrendered for registration or transfer and an Application for Transfer of Common Units has been executed by a transferee either (a) on the form set forth below or (b) on a separate application that the Partnership will furnish on request without charge. A transferor of the Common Units shall have no duty EXHIBIT B to the transferee with respect to execution of the transfer application in order for such transferee to obtain registration of the transfer of the Common Units. APPLICATION FOR TRANSFER OF COMMON UNITS The undersigned (“Assignee”) hereby applies for transfer to the name of the Assignee of the Common Units evidenced hereby. The Assignee (a) requests admission as a Substituted Limited Partner and agrees to comply with and be bound by. and hereby executes, the Seventh Amended and Restated Agreement of Limited Partnership of Star Gas PartnersPlains All American Pipeline, L.P. Certificate Evidencing Series A Convertible Preferred Units Representing Limited Partner Interests in Plains All American Pipeline, L.P. No. Series A Preferred Units In accordance with Section 5.14(b)(v) of the Seventh Amended and Restated Agreement of Limited Partnership of Plains All American Pipeline, L.P., as amended, supplemented or restated from time to the date hereof time (the “Partnership Agreement”), Plains All American Pipeline, L.P., a Delaware limited partnership (bthe “Partnership”), hereby certifies that (the “Holder”) represents is the registered owner of Series A Convertible Preferred Units representing limited partner interests in the Partnership (the “Series A Preferred Units”), transferable on the books of the Partnership, in person or by duly authorized attorney, upon surrender of this Certificate properly endorsed. The rights, preferences and warrants limitations of the Series A Preferred Units are set forth in, and this Certificate and the Series A Preferred Units represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Partnership Agreement. Copies of the Partnership Agreement are on file at, and will be furnished without charge on delivery of written request to the Partnership at the principal office of the Partnership located at 000 Xxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000. Capitalized terms used herein but not defined shall have the meanings given them in the Partnership Agreement. The Holder, by accepting this Certificate, is deemed to have (i) requested admission as, and agreed to become, a Limited Partner and to have agreed to comply with and be bound by and to have executed the Partnership Agreement, (ii) represented and warranted that the Assignee Holder has all right, power and authority and. , if an individual, the capacity necessary to enter into the Partnership Agreement, (ciii) appoints the General Partner and, if a Liquidator shall be appointed, the Liquidator of the Partnership as the Assignee’s attorney-in-fact to execute, swear to, acknowledge and file any document, including, without limitation, the Partnership Agreement and any amendment thereto and the Certificate of Limited Partnership of the Partnership and any amendment thereto, necessary or appropriate for the Assignee’s admission as a Substituted Limited Partner and as a party to the Partnership Agreement, (d) gives granted the powers of attorney provided for in the Partnership Agreement and (eiv) makes made the waivers and gives given the consents and approvals contained in the Partnership Agreement. Capitalized terms This Certificate shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to principles of conflict of laws thereof. NEITHER THE OFFER NOR SALE OF THESE SECURITIES HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE PARTNERSHIP HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SUCH ACT. THIS SECURITY IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN THE SIXTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF THE PARTNERSHIP, DATED AS OF NOVEMBER 15, 2016, A COPY OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICES. This Certificate shall not defined herein have be valid for any purpose unless it has been countersigned and registered by the meanings assigned to such terms General Partner, as transfer agent for the Series A Preferred Units. Dated: GENERAL PARTNER: PAA GP LLC, as general partner of the Partnership By: By: Name: Title: Countersigned and registered: PAA GP LLC, as transfer agent for the Series A Preferred Units By: By: Name: Title: [Reverse of Certificate] ABBREVIATIONS The following abbreviations, when used in the Partnership Agreementinscription on the face of this Certificate, shall be construed as follows according to applicable laws or regulations: TEN COM — as tenants in common UNIF GIFT MIN ACT TEN ENT — as tenants by the entireties Custodian JT TEN — as joint tenants with right of survivorship and not as tenants in common (Cust) (Minor) under Uniform Gifts to Minors Act (State) Additional abbreviations, though not in the above list, may also be used. Date: Signature ASSIGNMENT OF SERIES A PREFERRED UNITS in PLAINS ALL AMERICAN PIPELINE, L.P. FOR VALUE RECEIVED, hereby assigns, conveys, sells and transfers unto (Please print or typewrite name and address of Assignee Assignee) ((Please insert Social Security or other identifying number of Assignee Name Assignee) Series A Preferred Units representing limited partner interests evidenced by this Certificate, subject to the Partnership Agreement, and Address does hereby irrevocably constitute and appoint as its attorney-in-fact with full power of Assignee Purchase Price including commissionssubstitution to transfer the same on the books of Plains All American Pipeline, if L.P. Date: NOTE: The signature to any Type endorsement hereon must correspond with the name as written upon the face of Entity this Certificate in every particular, without alteration, enlargement or change. SIGNATURE(S) MUST BE GUARANTEED BY A MEMBER FIRM OF THE NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC. OR BY A COMMERCIAL BANK OR TRUST COMPANY SIGNATURE(S) (check one): Individual Partnership Corporation Trust Other Signature) (specify) Nationality (check one):Signature)
Appears in 1 contract
Samples: Plains All American Pipeline Lp
Guaranteed. No transfer of the Common Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Common Units to be transferred is surrendered for registration or transfer and an Application for Transfer of Common Units has been executed by a transferee either (a) on the form set forth below or (b) on a separate application that the Partnership will furnish on request without charge. A transferor of the Common Units shall have no duty to the transferee with respect to execution of the transfer application in order for such transferee to obtain registration of the transfer of the Common Units. APPENDIX A No transfer of the Common Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Common Units to be transferred is surrendered for registration or transfer and an Application for Transfer of Common Units has been executed by a transferee either (a) on the form set forth below or (b) on a separate application that the Partnership will furnish on request without charge. A transferor of the Common Units shall have no duty to the transferee with respect to execution of the transfer application in order for such transferee to obtain registration of the transfer of the Common Units. APPLICATION FOR TRANSFER OF COMMON UNITS The undersigned (“Assignee”"ASSIGNEE") hereby applies for transfer to the name of the Assignee of the Common Units evidenced hereby. The Assignee (a) requests admission as a Substituted Limited Partner and agrees to comply with and be bound by. , and hereby executes, the Amended and Restated Agreement of Limited Partnership of Star Gas PartnersTC PipeLines, L.P.LP (the "PARTNERSHIP"), as amended, supplemented or restated to the date hereof (the “Partnership Agreement”"PARTNERSHIP AGREEMENT"), (b) represents and warrants that the Assignee has all right, power and authority and. , if an individual, the capacity necessary to enter into the Partnership Agreement, (c) appoints the General Partner of the Partnership and, if a Liquidator shall be appointed, the Liquidator of the Partnership as the Assignee’s 's attorney-in-fact to execute, swear to, acknowledge and file any document, including, without limitation, the Partnership Agreement and any amendment thereto and the Certificate of Limited Partnership of the Partnership and any amendment thereto, necessary or appropriate for the Assignee’s 's admission as a Substituted Limited Partner and as a party to the Partnership Agreement, (d) gives the powers of attorney provided for in the Partnership Agreement Agreement, and (e) makes the waivers and gives the consents and approvals contained in the Partnership Agreement. Capitalized terms not defined herein have the meanings assigned to such terms in the Partnership Agreement. Date: Signature of Assignee ------------------- Social Security or other identifying number Signature of Assignee Name and Address of Assignee Purchase Price including commissions, if any Name and Address of Assignee Type of Entity (check one): o Individual o Partnership o Corporation o Trust o Other (specify) ---------------------------- Nationality (check one):): o U.S. Citizen, Resident or Domestic Entity o Foreign Corporation o Non-resident Alien If the U.S. Citizen, Resident or Domestic Entity box is checked, the following certification must be completed. Under Section 1445(e) of the Internal Revenue Code of 1986, as amended (the "CODE"), the Partnership must withhold tax with respect to certain transfers of property if a holder of an interest in the Partnership is a foreign person. To inform the Partnership that no withholding is required with respect to the undersigned interestholder's interest in it, the undersigned hereby certifies the following (or, if applicable, certifies the following on behalf of the interestholder).
Appears in 1 contract
Samples: Article Xiv Merger (Tc Pipelines Lp)
Guaranteed. No assignment or transfer of the Common Preference Units evidenced hereby will be registered on the books of the PartnershipEl Paso Energy Partners, L.P. unless the Certificate evidencing the Common Preference Units to be transferred is surrendered for registration or transfer and an Application for Transfer of Common Preference Units (a "Transfer Application") has been executed by a transferee either (a) on the form set forth below or (b) on a separate application that the Partnership will furnish on request without charge. A transferor of the Common Preference Units shall have no duty to the transferee with respect to execution of the transfer application Transfer Application in order for such transferee to obtain registration of the transfer of the Common Preference Units. APPENDIX A No transfer of the Common Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Common Units to be transferred is surrendered for registration or transfer and an Application for Transfer of Common Units has been executed by a transferee either (a) on the form set forth below or (b) on a separate application that the Partnership will furnish on request without charge. A transferor of the Common Units shall have no duty to the transferee with respect to execution of the transfer application in order for such transferee to obtain registration of the transfer of the Common Units. -------------------- APPLICATION FOR TRANSFER OF COMMON PREFERENCE UNITS The undersigned (“Assignee”"Applicant") hereby applies for transfer to the name of the Assignee Applicant of the Common Preference Units evidenced hereby. The Assignee Applicant (a) requests admission as a Substituted Limited Partner and agrees to comply with and be bound by. , and hereby executes, executes the Amended and Restated Agreement of Limited Partnership of Star Gas El Paso Energy Partners, L.P., (the "Partnership") as amended, supplemented or restated to the date hereof (the “"Partnership Agreement”"), (b) represents and warrants that the Assignee Applicant has all right, power and authority and. , if an individual, the capacity necessary to enter into the Partnership Agreement, (c) appoints the General Partner and, if a Liquidator shall be appointed, the Liquidator of the Partnership as the Assignee’s attorney-in-fact Applicant's attorney to execute, swear to, acknowledge and file any document, including, without limitation, the Partnership Agreement and any amendment thereto and the Certificate of Limited Partnership of the Partnership and any amendment thereto, necessary or appropriate for the Assignee’s Applicant's admission as a Substituted Limited Partner and as a party to the Partnership Agreement, (d) gives the powers of attorney provided for in the Partnership Agreement and Agreement, (e) makes the waivers and gives the consents and approvals contained in the Partnership AgreementAgreement and (f) certifies to the Partnership that the Applicant (including, to the best of the Applicant's knowledge, any person for whom the Applicant will hold the Preference Units) is an Eligible Citizen. Capitalized terms not defined herein have the meanings assigned to such terms in the Partnership Agreement. Date: --------------------------------------------------------------------------- -------------------------------------------------------------------------------- Signature of Assignee Applicant -------------------------------------------------------------------------------- Name and Address of Applicant -------------------------------------------------------------------------------- Social Security or other identifying number of Assignee Name and Address of Assignee Applicant -------------------------------------------------------------------------------- Purchase Price including commissions, if any Type of Entity (check one): [ ] Individual [ ] Partnership [ ] Corporation [ ] Trust [ ] Other (specify) Nationality (check one):): [ ] United States Citizen, [ ] Non-resident Alien [ ] Foreign Corporation Resident or Domestic Entity If the United States Citizen, Resident or Domestic Entity box is checked, the following certification must be completed. Under Section 1445(e) of the Internal Revenue Code of 1986, as amended (the "Code"), the Partnership must withhold tax with respect to certain transfers of property if a holder of an interest in the Partnership is a foreign person. To inform the Partnership that no withholding is required with respect to the undersigned interest-holder's interest in it, the undersigned hereby certifies the following (or, if applicable, certifies the following on behalf of the interest-holder): Complete either A or B:
Appears in 1 contract
Samples: Management Agreement
Guaranteed. No transfer of the Common Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Common Units to be transferred is surrendered for registration or transfer and an Application for Transfer of Common Units has been executed by a transferee either (a) on the form set forth below or (b) on a separate application that the Partnership will furnish on request without charge. A transferor of the Common Units shall have no duty to the transferee with respect to execution of the transfer application in order for such transferee to obtain registration of the transfer of the Common Units. APPENDIX A No transfer of the Common Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Common Units to be transferred is surrendered for registration or transfer and an Application for Transfer of Common Units has been executed by a transferee either (a) on the form set forth below or (b) on a separate application that the Partnership will furnish on request without charge. A transferor of the Common Units shall have no duty to the transferee with respect to execution of the transfer application in order for such transferee to obtain registration of the transfer of the Common Units. _________ APPLICATION FOR TRANSFER OF COMMON UNITS The undersigned (“"Assignee”") hereby applies for transfer to the name of the Assignee of the Common Units evidenced hereby. The Assignee (a) requests admission as a Substituted Limited Partner and agrees to comply with and be bound by. , and hereby executes, the Amended and Restated Agreement of Limited Partnership of Star Gas Cornerstone Propane Partners, L.P.L.P. (the "Partnership"), as amended, supplemented or restated to the date hereof (the “"Partnership Agreement”"), (b) represents and warrants that the Assignee has all right, power and authority and. , if an individual, the capacity necessary to enter into the Partnership Agreement, (c) appoints the Managing General Partner of the Partnership and, if a Liquidator shall be appointed, the Liquidator of the Partnership as the Assignee’s 's attorney-in-fact to execute, swear to, acknowledge and file any document, including, without limitation, the Partnership Agreement and any amendment thereto and the Certificate of Limited Partnership of the Partnership and any amendment thereto, necessary or appropriate for the Assignee’s 's admission as a Substituted Limited Partner and as a party to the Partnership Agreement, (d) gives the powers of attorney provided for in the Partnership Agreement Agreement, and (e) makes the waivers and gives the consents and approvals contained in the Partnership Agreement. Capitalized terms not defined herein have the meanings assigned to such terms in the Partnership Agreement. Date: Signature of Assignee ------------------------ Social Security or other identifying Signature of Assignee number of Assignee Purchase Price including Name and Address of Assignee Purchase Price including commissions, if any Type of Entity (check one): Individual /__/Individual /__/ Partnership /__/ Corporation Trust /__/Trust /__/ Other (specify) __________________ Nationality (check one):): /__/U.S. Citizen, Resident or Domestic Entity /__/Foreign Corporation /__/ Non-resident Alien If the U.S. Citizen, Resident or Domestic Entity box is checked, the following certification must be completed. Under Section 1445(e) of the Internal Revenue Code of 1986, as amended (the "Code"), the Partnership must withhold tax with respect to certain transfers of property if a holder of an interest in the Partnership is a foreign person. To inform the Partnership that no withholding is required with respect to the undersigned interestholder's interest in it, the undersigned hereby certifies the following (or, if applicable, certifies the following on behalf of the interestholder).
Appears in 1 contract
Samples: Cornerstone Propane Partners Lp
Guaranteed. No transfer By: ----------------------------------- THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15 Form of Reverse Side of Right Certificate--continued ---------------------------------------------------------------- The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). -------------------------------- Signature ---------------------------------------------------------------- NOTICE The signature in the foregoing Forms of Assignment and Election must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit C SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On September 24, 1998, the Board of Directors of Integrated Systems, Inc. (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, no par value (the "Common Shares"), of the Company. The dividend is payable to stockholders of record on October 15, 1998 (the "Record Date"). In addition, one Right shall be issued with each Common Share that becomes outstanding (i) between the Record Date and the earliest of the Distribution Date (as defined below), the date the Rights are redeemed and the date the Rights expire or (ii) following the Distribution Date and prior to the date the Rights are redeemed and the date the Rights expire, pursuant to the exercise of stock options or under any employee plan or arrangement or upon the exercise, conversion or exchange of other securities of the Corporation, which options or securities were outstanding prior to the Distribution Date. Each Right entitles the registered holder to purchase from the Company one two-hundredth of a share of Series A Junior Participating Preferred Stock, no par value (the "Preferred Shares"), of the Company, at a price of $55.00 per one two-hundredth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and ChaseMellon Shareholder Services, L.L.C., as Rights Agent (the "Rights Agent"). Until the earlier to occur of (i) 10 days following a public announcement or disclosure that a person or group of affiliated or associated persons (an "Acquiring Person"), has acquired beneficial ownership of 20% or more of the outstanding Common Shares or (ii) 10 business days (or such later date as may be determined by action of the Board of Directors prior to the time a person or group becomes an Acquiring Person), following the announcement of an intention to make a tender offer or exchange offer the consummation of which would result in a person or group becoming an Acquiring Person (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Units evidenced hereby Share certificates outstanding as of the Record Date, by such Common Share certificates with a copy of this Summary of Rights attached thereto. No person or group shall become an Acquiring Person if the Board of Directors of the Company determines in good faith that a person or group who would otherwise be an Acquiring Person has become such inadvertently, and such person or group as promptly as practicable takes such actions as may be necessary so that such person or group would no longer be considered an Acquiring Person. The Rights Agreement provides that, until the Distribution Date, the Rights will be registered on transferred with and only with the books Common Shares. Until the Distribution Date (or earlier redemption or expiration of the PartnershipRights), unless new Common Share certificates issued after the Certificate evidencing the Common Units to be transferred is surrendered for registration Record Date, upon transfer or transfer and an Application for Transfer new issuance of Common Units has been executed Shares, will contain a notation incorporating the Rights Agreement by a transferee either reference. Until the Distribution Date (a) on the form set forth below or (b) on a separate application that the Partnership will furnish on request without charge. A transferor earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for Common Units shall have no duty to the transferee with respect to execution Shares outstanding as of the transfer application in order for Record Date, even without such transferee to obtain registration notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common UnitsShares represented by such certificate. APPENDIX A No transfer As soon as practicable following the Distribution Date, separate certificates evidencing the Rights will be mailed to holders of record of the Common Units evidenced hereby will be registered Shares as of the Close of Business on the books Distribution Date and such separate certificates alone will evidence the Rights. If Common shares are issued or sold after the Distribution Date (but prior to the redemption or expiration of the PartnershipRights) in connection with the exercise of stock options or upon the exercise, conversion or exchange of other securities of the Company outstanding prior to the Distribution Date, the Company shall issue the appropriate number of Rights in connection with such issuance or sale. The Rights are not exercisable until the Distribution Date. The Rights will expire on September 30, 2008 (the "Final Expiration Date"), unless the Certificate evidencing expiration date is extended or unless the Rights are earlier redeemed or exchanged by the Company, in each case, as described below. The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one two-hundredths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock dividend on the Common Units to be transferred is surrendered for registration Shares payable in Common Shares or transfer and an Application for Transfer of Common Units has been executed by a transferee either (a) on the form set forth below subdivisions, consolidations or (b) on a separate application that the Partnership will furnish on request without charge. A transferor combinations of the Common Units shall have no duty Shares occurring, in any such case, prior to the transferee with respect to execution Distribution Date. Preferred Shares purchasable upon exercise of the transfer application in order for such transferee Rights will not be redeemable. Each Preferred Share will be entitled to obtain registration a quarterly dividend payment of 200 times the dividend declared per Common Share. In the event of liquidation, each Preferred Share will be entitled to a $2.00 preference, and thereafter the holders of the transfer Preferred Shares will be entitled to an aggregate payment of 200 times the aggregate payment made per Common Share. Each Preferred Share will have 200 votes, voting together with the Common Shares. Finally, in the event of any merger, consolidation or other transaction in which Common Shares are exchanged, each Preferred Share will be entitled to receive 200 times the amount received per Common Share. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one two-hundredth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one Common UnitsShare. APPLICATION FOR TRANSFER OF COMMON UNITS The undersigned In the event that any person becomes an Acquiring Person, unless the event causing the person or group to become an Acquiring Person is a merger, acquisition or other business combination described in the next paragraph, each holder of a Right, other than Rights beneficially owned by the Acquiring Person (“Assignee”) hereby applies for transfer which will thereafter be void), will thereafter have the right to receive upon exercise that number of Common Shares having a market value of two times the exercise price of the Right on the terms and conditions set forth in the Rights Agreement. If the Company does not have authorized but unissued Common Shares sufficient to satisfy such obligation to issue Common Shares, the Company is obligated to deliver upon payment of the exercise price of a Right an amount of cash or other securities equivalent in value to the name Common Shares issuable upon exercise of a Right. In the event that any person or group becomes an Acquiring Person and the Company merges into or engages in certain other business combination transactions with an Acquiring Person, or 50% or more of its consolidated assets or earning power are sold to an Acquiring Person, each holder of a Right, other than Rights owned by an Acquiring Person, will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Assignee Right, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the exercise price of the Right. At any time after any person or group becomes an Acquiring Person and prior to the acquisition by such person or group of 50% or more of the outstanding Common Units evidenced hereby. The Assignee (a) requests admission as a Substituted Limited Partner and agrees to comply with and be bound by. and hereby executesShares, the Amended Board of Directors of the Company may exchange the Rights (other than Rights owned by the Acquiring Person), in whole or in part, at an exchange ratio of one Common Share, or one two-hundredth of a Preferred Share (or of a share of a class or series of the Company's preferred stock having equivalent rights, preferences and Restated Agreement privileges), per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of Limited Partnership at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of Star Gas Partnersone two-hundredth of a Preferred Share, L.P.which may, as amendedat the election of the Company, supplemented or restated be evidenced by depository receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date hereof of exercise. At any time prior to such time as a person or group becomes an Acquiring Person, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.001 per Right (the “Partnership Agreement”"Redemption Price"). The redemption of the Rights may be made effective at such time, (b) represents on such basis and warrants that with such conditions as the Assignee Board of Directors in its sole discretion may establish. After the period for redemption of the Rights has all right, power and authority and. if an individualexpired, the capacity necessary Board may not amend the Rights Agreement to enter into extend the Partnership Agreement, (c) appoints period for redemption of the General Partner and, if a Liquidator shall be appointedRights. Immediately upon any redemption of the Rights, the Liquidator right to exercise the Rights will terminate and the only right of the Partnership holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by a resolution of the Board of Directors without the consent of the holders of the Rights, except that from and after such time as any person or group becomes an Acquiring Person, no such amendment may adversely affect the Assignee’s attorney-in-fact to executeinterests of the holders of the Rights (other than an Acquiring Person). Until a Right is exercised, swear tothe holder thereof, acknowledge and file any documentas such, will have no rights as a stockholder of the Company, including, without limitation, the Partnership Agreement and any amendment thereto and the Certificate of Limited Partnership right to vote or to receive dividends. A copy of the Partnership Rights Agreement has been filed with the Securities and any amendment theretoExchange Commission as an Exhibit to a Registration Statement on Form 8-A dated October __, necessary or appropriate for 1998. A copy of the Assignee’s admission as a Substituted Limited Partner Rights Agreement is available free of charge from the Company. This summary description of the Rights does not purport to be complete and as a party is qualified in its entirety by reference to the Partnership Rights Agreement, (d) gives the powers of attorney provided for in the Partnership Agreement and (e) makes the waivers and gives the consents and approvals contained in the Partnership Agreement. Capitalized terms not defined which is hereby incorporated herein have the meanings assigned to such terms in the Partnership Agreement. Date: Signature of Assignee Social Security or other identifying number of Assignee Name and Address of Assignee Purchase Price including commissions, if any Type of Entity (check one): Individual Partnership Corporation Trust Other (specify) Nationality (check one):by reference.
Appears in 1 contract
Guaranteed. No transfer of the Common Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Common Units to be transferred is surrendered for registration or transfer and an Application for Transfer of Common Units has been executed by a transferee either (a) on the form set forth below or (b) on a separate application that the Partnership will furnish on request without charge. A transferor of the Common Units shall have no duty to the transferee with respect to execution of the transfer application in order for such transferee to obtain registration of the transfer of the Common Units. APPENDIX A No transfer of the Common Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Common Units to be transferred is surrendered for registration or transfer and an Application for Transfer of Common Units has been executed by a transferee either (a) on the form set forth below or (b) on a separate application that the Partnership will furnish on request without charge. A transferor of the Common Units shall have no duty to the transferee with respect to execution of the transfer application in order for such transferee to obtain registration of the transfer of the Common Units. APPLICATION FOR TRANSFER OF COMMON UNITS The undersigned (“Assignee”) hereby applies for transfer to the name of the Assignee of the Common Units evidenced hereby. The Assignee (a) requests admission as a Substituted Limited Partner and agrees to comply with and be bound by. by and hereby executes, the Second Amended and Restated Agreement of Limited Partnership of Star Gas Partners, L.P., as amended, supplemented or restated to the date hereof (the “Partnership Agreement”), (b) represents and warrants that the Assignee has all right, power and authority and. and if an individual, the capacity necessary to enter into the Partnership Agreement, (c) appoints the General Partner and, if a Liquidator shall be appointed, the Liquidator of the Partnership as the Assignee’s attorney-in-fact to execute, swear to, acknowledge and file any document, including, without limitation, the Partnership Agreement and any amendment thereto and the Certificate of Limited Partnership of the Partnership and any amendment thereto, necessary or appropriate for the Assignee’s admission as a Substituted Limited Partner and as a party to the Partnership Agreement, (d) gives the powers of attorney provided for in the Partnership Agreement and (e) makes the waivers and gives the consents and approvals contained in the Partnership Agreement. Capitalized terms not defined herein have the meanings assigned to such terms in the Partnership Agreement. Date: Signature of Assignee Social Security or other identifying number of Assignee Name and Address of Assignee Purchase Price including commissions, if any Type of Entity (check one): ¨ Individual ¨ Partnership ¨ Corporation ¨ Trust ¨ Other (specify) )_______ Nationality (check one):): ¨ U.S. Citizen. Resident or Domestic Entity ¨ Non-resident Alien ¨ Foreign Corporation If the U.S. Citizen. Resident or Domestic Entity box is checked, the following certification must be completed. Under Section 1445(e) of the Internal Revenue Code of 1986, as amended (the “Code”), the Partnership must withhold tax with respect to certain transfers of property if a holder of an interest in the Partnership is a foreign person. To inform the Partnership that no withholding is required with respect to the undersigned interestholder’s interest in it, the undersigned hereby certifies the following (or, if applicable, certifies the following on behalf of the interestholder). Complete Either A or B:
Appears in 1 contract
Samples: Star Gas Partners Lp
Guaranteed. No transfer of the Common Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Common Units to be transferred is surrendered for registration or transfer and an Application for Transfer of Common Units has been executed by a transferee either (a) on the form set forth below or (b) on a separate application that the Partnership will furnish on request without chargetransfer. A transferor of the Common Units shall have no duty to the transferee with respect to execution of the transfer application in order for such transferee to obtain registration of the transfer of the Common Units. APPENDIX A No transfer of the Common Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Common Units to be transferred is surrendered for registration or transfer and an Application for Transfer of Common Units has been executed by a transferee either (a) on the form set forth below or (b) on a separate application that the Partnership will furnish on request without charge. A transferor of the Common Units shall have no duty EXHIBIT B to the transferee with respect to execution of the transfer application in order for such transferee to obtain registration of the transfer of the Common Units. APPLICATION FOR TRANSFER OF COMMON UNITS The undersigned (“Assignee”) hereby applies for transfer to the name of the Assignee of the Common Units evidenced hereby. The Assignee (a) requests admission as a Substituted Limited Partner and agrees to comply with and be bound by. and hereby executes, the Sixth Amended and Restated Agreement of Limited Partnership of Star Gas PartnersPlains All American Pipeline, L.P. Certificate Evidencing Series A Convertible Preferred Units Representing Limited Partner Interests in Plains All American Pipeline, L.P. No. Series A Preferred Units In accordance with Section 5.14(b)(v) of the Sixth Amended and Restated Agreement of Limited Partnership of Plains All American Pipeline, L.P., as amended, supplemented or restated from time to the date hereof time (the “Partnership Agreement”), Plains All American Pipeline, L.P., a Delaware limited partnership (bthe “Partnership”), hereby certifies that (the “Holder”) represents is the registered owner of Series A Convertible Preferred Units representing limited partner interests in the Partnership (the “Series A Preferred Units”), transferable on the books of the Partnership, in person or by duly authorized attorney, upon surrender of this Certificate properly endorsed. The rights, preferences and warrants limitations of the Series A Preferred Units are set forth in, and this Certificate and the Series A Preferred Units represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Partnership Agreement. Copies of the Partnership Agreement are on file at, and will be furnished without charge on delivery of written request to the Partnership at the principal office of the Partnership located at 000 Xxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000. Capitalized terms used herein but not defined shall have the meanings given them in the Partnership Agreement. The Holder, by accepting this Certificate, is deemed to have (i) requested admission as, and agreed to become, a Limited Partner and to have agreed to comply with and be bound by and to have executed the Partnership Agreement, (ii) represented and warranted that the Assignee Holder has all right, power and authority and. , if an individual, the capacity necessary to enter into the Partnership Agreement, (ciii) appoints the General Partner and, if a Liquidator shall be appointed, the Liquidator of the Partnership as the Assignee’s attorney-in-fact to execute, swear to, acknowledge and file any document, including, without limitation, the Partnership Agreement and any amendment thereto and the Certificate of Limited Partnership of the Partnership and any amendment thereto, necessary or appropriate for the Assignee’s admission as a Substituted Limited Partner and as a party to the Partnership Agreement, (d) gives granted the powers of attorney provided for in the Partnership Agreement and (eiv) makes made the waivers and gives given the consents and approvals contained in the Partnership Agreement. Capitalized terms This Certificate shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to principles of conflict of laws thereof. NEITHER THE OFFER NOR SALE OF THESE SECURITIES HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE PARTNERSHIP HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SUCH ACT. THIS SECURITY IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN THE SIXTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF THE PARTNERSHIP, DATED AS OF [•], 2016, A COPY OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICES. This Certificate shall not defined herein have be valid for any purpose unless it has been countersigned and registered by the meanings assigned to such terms General Partner, as transfer agent for the Series A Preferred Units. Dated: GENERAL PARTNER: PAA GP LLC, as general partner of the Partnership By: By: Name: Title: Countersigned and registered: PAA GP LLC, as transfer agent for the Series A Preferred Units By: By: Name: Title: [Reverse of Certificate] ABBREVIATIONS The following abbreviations, when used in the Partnership Agreementinscription on the face of this Certificate, shall be construed as follows according to applicable laws or regulations: TEN COM — as tenants in common TEN ENT — as tenants by the entireties JT TEN — as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT Custodian (Cust) (Minor) under Uniform Gifts to Minors Act (State) Additional abbreviations, though not in the above list, may also be used. Date: Signature ASSIGNMENT OF SERIES A PREFERRED UNITS in PLAINS ALL AMERICAN PIPELINE, L.P. FOR VALUE RECEIVED, hereby assigns, conveys, sells and transfers unto (Please print or typewrite name and address of Assignee Assignee) ((Please insert Social Security or other identifying number of Assignee Name Assignee) Series A Preferred Units representing limited partner interests evidenced by this Certificate, subject to the Partnership Agreement, and Address does hereby irrevocably constitute and appoint as its attorney-in-fact with full power of Assignee Purchase Price including commissionssubstitution to transfer the same on the books of Plains All American Pipeline, if L.P. Date: NOTE: The signature to any Type endorsement hereon must correspond with the name as written upon the face of Entity this Certificate in every particular, without alteration, enlargement or change. SIGNATURE(S) MUST BE GUARANTEED BY A MEMBER FIRM OF THE NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC. OR BY A COMMERCIAL BANK OR TRUST COMPANY SIGNATURE(S) (check one): Individual Partnership Corporation Trust Other Signature) (specify) Nationality (check one):Signature)
Appears in 1 contract
Samples: Registration Rights Agreement (Plains All American Pipeline Lp)
Guaranteed. No transfer of the Common Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Common Units to be transferred is surrendered for registration or transfer and an Application for Transfer of Common Units has been executed by a transferee either (a) on the form set forth below or (b) on a separate application that the Partnership will furnish on request without charge. A transferor of the Common Units shall have no duty to the transferee with respect to execution of the transfer application in order for such transferee to obtain registration of the transfer of the Common Units. APPENDIX A No transfer of the Common Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Common Units to be transferred is surrendered for registration or transfer and an Application for Transfer of Common Units has been executed by a transferee either (a) on the form set forth below or (b) on a separate application that the Partnership will furnish on request without charge. A transferor of the Common Units shall have no duty to the transferee with respect to execution of the transfer application in order for such transferee to obtain registration of the transfer of the Common Units. APPLICATION FOR TRANSFER OF COMMON UNITS The undersigned (“"Assignee”") hereby applies for transfer to the name of the Assignee of the Common Units evidenced hereby. The Assignee (a) requests admission as a Substituted Limited Partner and agrees to comply with and be bound by. , and hereby executes, the Amended and Restated Agreement of Limited Partnership of Star Gas Partners, L.P.Williams Energy Partners L.P. (the "Partnership"), as amended, supplemented or supplexxxxxx xr restated to the date hereof (the “"Partnership Agreement”"), (b) represents and warrants that the Assignee has all right, power and authority and. , if an individual, the capacity necessary to enter into the Partnership Agreement, (c) appoints the General Partner of the Partnership and, if a Liquidator shall be appointed, the Liquidator of the Partnership as the Assignee’s 's attorney-in-fact to execute, swear to, acknowledge and file any document, including, without limitation, the Partnership Agreement and any amendment thereto and the Certificate of Limited Partnership of the Partnership and any amendment thereto, necessary or appropriate for the Assignee’s 's admission as a Substituted Limited Partner and as a party to the Partnership Agreement, (d) gives the powers of attorney provided for in the Partnership Agreement Agreement, and (e) makes the waivers and gives the consents and approvals contained in the Partnership Agreement. Capitalized terms not defined herein have the meanings assigned to such terms in the Partnership Agreement. Date: Signature of Assignee ---------------- Social Security or other identifying number of Signature of Assignee Name and Address of Assignee Purchase Price including commissions, if any Name and Address of Assignee Type of Entity (check one): |_| Individual |_| Partnership |_| Corporation |_| Trust |_| Other (specify) Nationality (check one):): |_| U.S. Citizen, Resident or Domestic Entity |_| Foreign Corporation |_| Non-resident Alien If the U.S. Citizen, Resident or Domestic Entity box is checked, the following certification must be completed. Under Section 1445(e) of the Internal Revenue Code of 1986, as amended (the "Code"), the Partnership must withhold tax with respect to certain transfers of property if a holder of an interest in the Partnership is a foreign person. To inform the Partnership that no withholding is required with respect to the undersigned interestholder's interest in it, the undersigned hereby certifies the following (or, if applicable, certifies the following on behalf of the interestholder).
Appears in 1 contract
Samples: Williams Energy Partners L P
Guaranteed. No transfer of the Common Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Common Units to be transferred is surrendered for registration or transfer and an Application for Transfer of Common Units has been executed by a transferee either (a) on the form set forth below or (b) on a separate application that the Partnership will furnish on request without charge. A transferor of the Common Units shall have no duty to the transferee with respect to execution of the transfer application in order for such transferee to obtain registration of the transfer of the Common Units. APPENDIX A No transfer of the Common Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Common Units to be transferred is surrendered for registration or transfer and an Application for Transfer of Common Units has been executed by a transferee either (a) on the form set forth below or (b) on a separate application that the Partnership will furnish on request without charge. A transferor of the Common Units shall have no duty to the transferee with respect to execution of the transfer application in order for such transferee to obtain registration of the transfer of the Common Units. APPLICATION FOR TRANSFER OF COMMON UNITS The undersigned (“AssigneeASSIGNEE”) hereby applies for transfer to the name of the Assignee of the Common Units evidenced hereby. The Assignee (a) requests admission as a Substituted Limited Partner and agrees to comply with and be bound by. , and hereby executes, the Second Amended and Restated Agreement of Limited Partnership of Star Gas PartnersTC PipeLines, L.P.LP (the “PARTNERSHIP”), as amended, supplemented or restated to the date hereof (the “Partnership AgreementPARTNERSHIP AGREEMENT”), (b) represents and warrants that the Assignee has all right, power and authority and. , if an individual, the capacity necessary to enter into the Partnership Agreement, (c) appoints the General Partner of the Partnership and, if a Liquidator shall be appointed, the Liquidator of the Partnership as the Assignee’s attorney-in-fact to execute, swear to, acknowledge and file any document, including, without limitation, the Partnership Agreement and any amendment thereto and the Certificate of Limited Partnership of the Partnership and any amendment thereto, necessary or appropriate for the Assignee’s admission as a Substituted Limited Partner and as a party to the Partnership Agreement, (d) gives the powers of attorney provided for in the Partnership Agreement Agreement, and (e) makes the waivers and gives the consents and approvals contained in the Partnership Agreement. Capitalized terms not defined herein have the meanings assigned to such terms in the Partnership Agreement. Date: Signature of Assignee ____________________ Social Security or other identifying number of Assignee Name and Address Signature of Assignee Purchase Price including commissions, if any any: Name and Address of Assignee: Type of Entity (check one): o Individual o Partnership Corporation Trust o Other (specify) o Trust o Corporation Nationality (check one):): o U.S. Citizen, Resident or Domestic Entity o Foreign Corporation o Non-Resident Alien If the U.S. Citizen, Resident or Domestic Entity box is checked, the following certification must be completed. Under Section 1445(e) of the Internal Revenue Code of 1986, as amended (the “CODE”), the Partnership must withhold tax with respect to certain transfers of property if a holder of an interest in the Partnership is a foreign person. To inform the Partnership that no withholding is required with respect to the undersigned interestholder’s interest in it, the undersigned hereby certifies the following (or, if applicable, certifies the following on behalf of the interestholder). Complete Either A or B:
Appears in 1 contract
Samples: Tc Pipelines Lp
Guaranteed. No transfer of the Common Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Common Units to be transferred is surrendered for registration or transfer and an Application for Transfer of Common Units has been executed by a transferee either (a) on the form set forth below or (b) on a separate application that the Partnership will furnish on request without charge. A transferor of the Common Units shall have no duty to the transferee with respect to execution of the transfer application in order for such transferee to obtain registration of the transfer of the Common Units. APPENDIX A No transfer of the Common Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Common Units to be transferred is surrendered for registration or transfer and an Application for Transfer of Common Units has been executed by a transferee either (a) on the form set forth below or (b) on a separate application that the Partnership will furnish on request without charge. A transferor of the Common Units shall have no duty to the transferee with respect to execution of the transfer application in order for such transferee to obtain registration of the transfer of the Common Units. 106 APPLICATION FOR TRANSFER OF COMMON UNITS The undersigned (“Assignee”"ASSIGNEE") hereby applies for transfer to the name of the Assignee of the Common Units evidenced hereby. The Assignee (a) requests admission as a Substituted Limited Partner and agrees to comply with and be bound by. , and hereby executes, the Second Amended and Restated Agreement of Limited Partnership of Star Gas PartnersShamrock Logistics, L.P.L.P. (the "PARTNERSHIP"), as amended, supplemented or restated to the date hereof (the “Partnership Agreement”"PARTNERSHIP AGREEMENT"), (b) represents and warrants that the Assignee has all right, power and authority and. , if an individual, the capacity necessary to enter into the Partnership Agreement, (c) appoints the General Partner of the Partnership and, if a Liquidator shall be appointed, the Liquidator of the Partnership as the Assignee’s 's attorney-in-fact to execute, swear to, acknowledge and file any document, including, without limitation, the Partnership Agreement and any amendment thereto and the Certificate of Limited Partnership of the Partnership and any amendment thereto, necessary or appropriate for the Assignee’s 's admission as a Substituted Limited Partner and as a party to the Partnership Agreement, (d) gives the powers of attorney provided for in the Partnership Agreement Agreement, and (e) makes the waivers and gives the consents and approvals contained in the Partnership Agreement. Capitalized terms not defined herein have the meanings assigned to such terms in the Partnership Agreement. Date: -------------------------------- -------------------------------------- Signature of Assignee -------------------------------------- -------------------------------------- Social Security or other identifying number of Assignee Name and Address of Assignee number of Assignee -------------------------------------- Purchase Price including commissions, if any Type of Entity (check one): / / Individual / / Partnership / / Corporation / / Trust / / Other (specify) ------------------------------- Nationality (check one):): / / U.S. Citizen, Resident or Domestic Entity / / Foreign Corporation / / Non-resident Alien If the U.S. Citizen, Resident or Domestic Entity box is checked, the following certification must be completed. Under Section 1445(e) of the Internal Revenue Code of 1986, as amended (the "CODE"), the Partnership must withhold tax with respect to certain transfers of property if a holder of an interest in the Partnership is a foreign person. To inform the Partnership that no withholding is required with respect to the undersigned interestholder's interest in it, the undersigned hereby certifies the following (or, if applicable, certifies the following on behalf of the interestholder). 107 Complete Either A or B:
Appears in 1 contract
Samples: Valero L P
Guaranteed. No transfer of the Common Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Common Units to be transferred is surrendered for registration or transfer and an Application for Transfer of Common Units has been executed by a transferee either (a) on the form set forth below or (b) on a separate application that the Partnership will furnish on request without charge. A transferor of the Common Units shall have no duty to the transferee with respect to execution of the transfer application in order for such transferee to obtain registration of the transfer of the Common Units. APPENDIX A No transfer of the Common Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Common Units to be transferred is surrendered for registration or transfer and an Application for Transfer of Common Units has been executed by a transferee either (a) on the form set forth below or (b) on a separate application that the Partnership will furnish on request without charge. A transferor of the Common Units shall have no duty to the transferee with respect to execution of the transfer application in order for such transferee to obtain registration of the transfer of the Common Units. EXHIBIT B TO THE FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF K-SEA TRANSPORTATION PARTNERS L.P. CERTIFICATE EVIDENCING COMMON UNITS REPRESENTING LIMITED PARTNER INTERESTS IN K-SEA TRANSPORTATION PARTNERS L.P. APPLICATION FOR TRANSFER OF COMMON UNITS The undersigned (“Assignee”) hereby applies for transfer to the name of the Assignee of the Common Units evidenced hereby. The Assignee (a) requests admission as a Substituted Limited Partner and agrees to comply with and be bound by. , and hereby executes, the Fourth Amended and Restated Agreement of Limited Partnership of Star Gas Partners, L.P.K-Sea Transportation Partners L.P. (the “Partnership”), as amended, supplemented or restated to the date hereof (the “Partnership Agreement”), (b) represents and warrants that the Assignee has all right, power and authority and. , if an individual, the capacity necessary to enter into the Partnership Agreement, (c) appoints the General Partner of the Partnership and, if a Liquidator shall be appointed, the Liquidator of the Partnership as the Assignee’s attorney-in-fact to execute, swear to, acknowledge and file any document, including, without limitation, the Partnership Agreement and any amendment thereto and the Certificate of Limited Partnership of for the Partnership and any amendment thereto, necessary or appropriate for the Assignee’s admission as a Substituted Limited Partner and as a party Party to the Partnership Agreement, (d) gives the powers of attorney provided for in the Partnership Agreement Agreement, and (e) makes the waivers and gives the consents and approvals contained in the Partnership Agreement. Capitalized terms not defined herein have the meanings assigned to such terms in the Partnership Agreement. Date: Signature of Assignee Social Security or other identifying number of Assignee Name and Address Signature of Assignee Purchase Price including commissions, if any Type Name and Address of Entity (check one): Individual Partnership Corporation Trust Other (specify) Nationality (check one):Assignee
Appears in 1 contract
Samples: Securities Purchase Agreement (K-Sea Transportation Partners Lp)
Guaranteed. No transfer of the Common Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Common Units to be transferred is surrendered for registration or transfer and an Application for Transfer of Common Units has been executed by a transferee either (a) on the form set forth below or (b) on a separate application that the Partnership will furnish on request without charge. A transferor of the Common Units shall have no duty to the transferee with respect to execution of the transfer application in order for such transferee to obtain registration of the transfer of the Common Units. APPENDIX A No transfer of the Common Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Common Units to be transferred is surrendered for registration or transfer and an Application for Transfer of Common Units has been executed by a transferee either (a) on the form set forth below or (b) on a separate application that the Partnership will furnish on request without charge. A transferor of the Common Units shall have no duty to the transferee with respect to execution of the transfer application in order for such transferee to obtain registration of the transfer of the Common Units. APPLICATION FOR TRANSFER OF COMMON UNITS The undersigned (“"Assignee”") hereby applies for transfer to the name of the Assignee of the Common Units evidenced hereby. The Assignee (a) requests admission as a Substituted Limited Partner and agrees to comply with and be bound by. , and hereby executes, the Third Amended and Restated Agreement of Limited Partnership of Star Gas AmeriGas Partners, L.P.L.P. (the "Partnership"), as amended, supplemented or restated to the date hereof (the “"Partnership Agreement”"), (b) represents and warrants that the Assignee has all right, power and authority and. , if an individual, the capacity necessary to enter into the Partnership Agreement, (c) appoints the General Partner and, if a Liquidator shall be appointed, the Liquidator of the Partnership as the Assignee’s attorney-in-fact to execute, swear to, acknowledge and file any document, including, without limitation, the Partnership Agreement and any amendment thereto and the Certificate of Limited Partnership of the Partnership and any amendment thereto, necessary or appropriate for the Assignee’s admission as a Substituted Limited Partner and as a party to the Partnership Agreement, (d) gives grants the powers of attorney provided for in the Partnership Agreement and (ed) makes the waivers and gives the consents and approvals contained in the Partnership Agreement. Capitalized terms not defined herein have the meanings assigned to such terms in the Partnership Agreement. Date: Signature of Assignee Social Security or other identifying number of Assignee Name and Address of Assignee identifying number of Assignee Purchase Price including commissions, if any Type of Entity (check one): ) ______________ Individual _______________ Partnership _______________Corporation ______________ Trust _________________ Other (specify) Nationality (check one):Check One) ___________________ U.S. Citizen, Resident or Domestic Entity ____________ Foreign Corporation, or ________________________ Non-resident alien If the U.S. Citizen, Resident or Domestic Entity box is checked, the following certification must be completed. Under Section 1445(e) of the Internal Revenue Code of 1986, as amended (the "Code"), the Partnership must withhold tax with respect to certain transfers of property if a holder of an interest in the Partnership is a foreign person. To inform the Partnership that no withholding is required with respect to the undersigned interest holder's interest in it, the undersigned hereby certifies the following (or, if applicable, certifies the following on behalf of the interest holder).
Appears in 1 contract
Samples: Amerigas Partners Lp
Guaranteed. No transfer of the Common Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Common Units to be transferred is surrendered for registration or transfer and an Application for Transfer of Common Units has been executed by a transferee either (a) on the form set forth below or (b) on a separate application that the Partnership will furnish on request without charge. A transferor of the Common Units shall have no duty to the transferee with respect to execution of the transfer application in order for such transferee to obtain registration of the transfer of the Common Units. APPENDIX A No transfer of the Common Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Common Units to be transferred is surrendered for registration or transfer and an Application for Transfer of Common Units has been executed by a transferee either (a) on the form set forth below or (b) on a separate application that the Partnership will furnish on request without charge. A transferor of the Common Units shall have no duty to the transferee with respect to execution of the transfer application in order for such transferee to obtain registration of the transfer of the Common Units. APPLICATION FOR TRANSFER OF COMMON UNITS The undersigned (“"Assignee”") hereby applies for transfer to the name of the Assignee of the Common Units evidenced hereby. The Assignee (a) requests admission as a Substituted Limited Partner and agrees to comply with and be bound by. , and hereby executes, the Second Amended and Restated Agreement of Limited Partnership of Star Gas Atlas Pipeline Partners, L.P.L.P. (the "Partnership"), as amended, supplemented or restated to the date hereof (the “"Partnership Agreement”"), (b) represents and warrants that the Assignee has all right, power and authority and. , if an individual, the capacity necessary to enter into the Partnership Agreement, (c) appoints the General Partner of the Partnership and, if a Liquidator shall be appointed, the Liquidator of the Partnership as the Assignee’s 's attorney-in-fact to execute, swear to, acknowledge and file any document, including, without limitation, the Partnership Agreement and any amendment thereto and the Certificate of Limited Partnership of the Partnership and any amendment thereto, necessary or appropriate for the Assignee’s 's admission as a Substituted Limited Partner and as a party to the Partnership Agreement, (d) gives the powers of attorney provided for in the Partnership Agreement Agreement, and (e) makes the waivers and gives the consents and approvals contained in the Partnership Agreement. Capitalized terms not defined herein have the meanings assigned to such terms in the Partnership Agreement. Date: Signature of Assignee _________________ ______________________________________________ _____________________________ Social Security or other identifying number of Assignee Name and Address Signature of Assignee Assignee ______________________________________________ _____________________________ Purchase Price including commissions, if any Name and Address of Assignee Type of Entity (check one): / / Individual / / Partnership / / Corporation / / Trust / / Other (specify) _____________________________ Nationality (check one):): / / U.S. Citizen, Resident or Domestic Entity / / Foreign Corporation / / Non-resident Alien If the U.S. Citizen, Resident or Domestic Entity box is checked, the following certification must be completed. Under Section 1445(e) of the Internal Revenue Code of 1986, as amended (the "Code"), the Partnership must withhold tax with respect to certain transfers of property if a holder of an interest in the Partnership is a foreign person. To inform the Partnership that no withholding is required with respect to the undersigned interestholder's interest in it, the undersigned hereby certifies the following (or, if applicable, certifies the following on behalf of the interestholder).
Appears in 1 contract
Guaranteed. No transfer of the Common Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Common Units to be transferred is surrendered for registration or transfer and an Application for Transfer of Common Units has been executed by a transferee either (a) on the form set forth below or (b) on a separate application that the Partnership will furnish on request without charge. A transferor of the Common Units shall have no duty to the transferee with respect to execution of the transfer application in order for such transferee to obtain registration of the transfer of the Common Units. APPENDIX -------------------------------------------------------------- Exhibit A No transfer of the Common Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Common Units to be transferred is surrendered for registration or transfer and an Application for Transfer of Common Units has been executed by a transferee either (a) on the form set forth below or (b) on a separate application that the Partnership will furnish on request without charge. A transferor of the Common Units shall have no duty to the transferee with respect to execution of the transfer application in order for such transferee to obtain registration of the transfer of the Common Units. Page 4 92 APPLICATION FOR TRANSFER OF COMMON UNITS The undersigned (“"Assignee”") hereby applies for transfer to the name of the Assignee of the Common Units evidenced hereby. The Assignee (a) requests admission as a Substituted Limited Partner and agrees to comply with and be bound by. , and hereby executes, the Third Amended and Restated Agreement of Limited Partnership of Star Gas Kinder Morgan Energy Partners, L.P.L.P. (the "Partnership"), as amended, supplemented xxxxxxxxxxxx or restated to the date hereof (the “"Partnership Agreement”"), (b) represents and warrants that the Assignee has all right, power and authority and. , if an individual, the capacity necessary to enter into the Partnership Agreement, (c) appoints the General Partner and, if a Liquidator shall be appointed, the Liquidator of the Partnership as the Assignee’s attorney-in-fact 's attorney to execute, swear to, acknowledge and file any document, including, without limitation, the Partnership Agreement and any amendment thereto and the Certificate of Limited Partnership of the Partnership and any amendment thereto, necessary or appropriate for the Assignee’s 's admission as a Substituted Limited Partner and as a party to the Partnership Agreement, (d) gives the powers of attorney provided for in the Partnership Agreement and (e) makes the waivers and gives the consents and approvals contained in the Partnership Agreement. Capitalized terms not defined herein have the meanings assigned to such terms in the Partnership Agreement. Date: ------------------------- ----------------------------------------------- Signature of Assignee ------------------------------- ----------------------------------------------- Social Security or other identifying number of Assignee Name and Address of Assignee identifying number of Assignee ------------------------------- Purchase Price including commissions, if any Type of Entity (check oneCheck One): Individual Partnership Corporation --------------- -------------- -------------- Trust Other (specify) ---------------------- ------------------------- Nationality (check one):Check One): U.S. Citizen, Resident or Domestic Entity -------- Foreign Corporation, or Non-resident alien -------- -------- If the U.S. Citizen, Resident or Domestic Entity box is checked, the following certification must be completed. Under Section 1445(e) of the Internal Revenue Code of 1986, as amended (the "Code"), the Partnership must withhold tax with respect to certain transfers of property if a holder of an interest in the Partnership is a foreign person. To inform the Partnership that no withholding is required with respect to the undersigned interest-holder's interest in it, the undersigned hereby certifies the following (or, if applicable, certifies the following on behalf of the interest-holder). Complete either A or B:
Appears in 1 contract
Samples: Kinder Morgan Energy Partners L P
Guaranteed. No transfer of the Common Incentive Distribution Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Common Incentive Distribution Units to be transferred is surrendered for registration or transfer and an Application for Transfer of Common Units has been executed by a transferee either (a) on the form set forth below or (b) on a separate application that the Partnership will furnish on request without chargetransfer. A transferor of the Common Units shall have no duty EXHIBIT B to the transferee with respect to execution of the transfer application in order for such transferee to obtain registration of the transfer of the Common Units. APPENDIX A No transfer of the Common Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Common Units to be transferred is surrendered for registration or transfer and an Application for Transfer of Common Units has been executed by a transferee either (a) on the form set forth below or (b) on a separate application that the Partnership will furnish on request without charge. A transferor of the Common Units shall have no duty to the transferee with respect to execution of the transfer application in order for such transferee to obtain registration of the transfer of the Common Units. APPLICATION FOR TRANSFER OF COMMON UNITS The undersigned (“Assignee”) hereby applies for transfer to the name of the Assignee of the Common Units evidenced hereby. The Assignee (a) requests admission as a Substituted Limited Partner and agrees to comply with and be bound by. and hereby executes, the Third Amended and Restated Agreement of Limited Partnership of Star Gas Partners, L.P.Legacy Reserves LP Certificate Evidencing 8% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units Representing Limited Partner Interests in Legacy Reserves LP No. Series A Preferred Units CUSIP In accordance with Section 4.1 of the Third Amended and Restated Agreement of Limited Partnership of Legacy Reserves LP, as amended, supplemented or restated from time to the date hereof time (the “Partnership Agreement”), Legacy Reserves LP, a Delaware limited partnership (bthe “Partnership”), hereby certifies that (the “Holder”) represents is the registered owner of 8% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units representing limited partner interests in the Partnership (the “Series A Preferred Units”) transferable on the books of the Partnership, in person or by duly authorized attorney, upon surrender of this Certificate properly endorsed. The rights, preferences and warrants limitations of the Series A Preferred Units are set forth in, and this Certificate and the Series A Preferred Units represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Partnership Agreement. Copies of the Partnership Agreement are on file at, and will be furnished without charge on delivery of written request to the Partnership at, the principal office of the Partnership located at 000 X. Xxxx Xxxxxx, Xxx. 0000, Xxxxxxx, Xxxxx 00000. Capitalized terms used herein but not defined shall have the meanings given them in the Partnership Agreement. THE HOLDER OF THIS SECURITY ACKNOWLEDGES FOR THE BENEFIT OF LEGACY RESERVES LP THAT THIS SECURITY MAY NOT BE SOLD, OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED IF SUCH TRANSFER WOULD (A) VIOLATE THE THEN APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR RULES AND REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER GOVERNMENTAL AUTHORITY WITH JURISDICTION OVER SUCH TRANSFER, (B) TERMINATE THE EXISTENCE OR QUALIFICATION OF LEGACY RESERVES LP UNDER THE LAWS OF THE STATE OF DELAWARE, OR (C) CAUSE LEGACY RESERVES LP TO BE TREATED AS AN ASSOCIATION TAXABLE AS A CORPORATION OR OTHERWISE TO BE TAXED AS AN ENTITY FOR FEDERAL INCOME TAX PURPOSES (TO THE EXTENT NOT ALREADY SO TREATED OR TAXED). LEGACY RESERVES GP, LLC, THE GENERAL PARTNER OF LEGACY RESERVES LP, MAY IMPOSE ADDITIONAL RESTRICTIONS ON THE TRANSFER OF THIS SECURITY IF IT RECEIVES AN OPINION OF COUNSEL THAT SUCH RESTRICTIONS ARE NECESSARY TO AVOID A SIGNIFICANT RISK OF LEGACY RESERVES LP BECOMING TAXABLE AS A CORPORATION OR OTHERWISE BECOMING TAXABLE AS AN ENTITY FOR FEDERAL INCOME TAX PURPOSES. THE RESTRICTIONS SET FORTH ABOVE SHALL NOT PRECLUDE THE SETTLEMENT OF ANY TRANSACTIONS INVOLVING THIS SECURITY ENTERED INTO THROUGH THE FACILITIES OF ANY NATIONAL SECURITIES EXCHANGE ON WHICH THIS SECURITY IS LISTED OR ADMITTED TO TRADING. The Holder, by accepting this Certificate, is deemed to have (i) requested admission as, and agreed to become, a Limited Partner and to have agreed to comply with and be bound by and to have executed the Partnership Agreement, (ii) represented and warranted that the Assignee Holder has all right, power and authority and. , if an individual, the capacity necessary to enter into the Partnership Agreement, (ciii) appoints the General Partner and, if a Liquidator shall be appointed, the Liquidator of the Partnership as the Assignee’s attorney-in-fact to execute, swear to, acknowledge and file any document, including, without limitation, the Partnership Agreement and any amendment thereto and the Certificate of Limited Partnership of the Partnership and any amendment thereto, necessary or appropriate for the Assignee’s admission as a Substituted Limited Partner and as a party to the Partnership Agreement, (d) gives granted the powers of attorney provided for in the Partnership Agreement and (eiv) makes made the waivers and gives given the consents and approvals contained in the Partnership Agreement. Capitalized terms This Certificate shall not defined herein have be valid for any purpose unless it has been countersigned and registered by the meanings assigned Transfer Agent and Registrar. This Certificate shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to such terms principles of conflict of laws thereof. Dated: Legacy Reserves LP Countersigned and Registered by: By: Legacy Reserves GP, LLC, its General Partner By: as Transfer Agent and Registrar Name: By: By: Authorized Signature Secretary [Reverse of Certificate] ABBREVIATIONS The following abbreviations, when used in the Partnership Agreementinscription on the face of this Certificate, shall be construed as follows according to applicable laws or regulations: TEN COM - as tenants in common UNIF GIFT/TRANSFERS MIN ACT TEN ENT - as tenants by the entireties Custodian (Cust) (Minor) JT TEN - as joint tenants with right of under Uniform Gifts/Transfers to CD survivorship and not as Minors Act (State) tenants in common Additional abbreviations, though not in the above list, may also be used. Date: Signature of Assignee ASSIGNMENT OF SERIES A PREFERRED UNITS in LEGACY RESERVES LP FOR VALUE RECEIVED, hereby assigns, conveys, sells and transfers unto (Please print or typewrite name (Please insert Social Security or other and address of assignee) identifying number of Assignee Name assignee) Series A Preferred Units representing limited partner interests evidenced by this Certificate, subject to the Partnership Agreement, and Address does hereby irrevocably constitute and appoint as its attorney-in-fact with full power of Assignee Purchase Price including commissionssubstitution to transfer the same on the books of Legacy Reserves LP Date: NOTE: The signature to any endorsement hereon must correspond with the name as written upon the face of this Certificate in every particular, if any Type of Entity without alteration, enlargement or change. THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (check one): Individual Partnership Corporation Trust Other BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17d-15 (specifySignature) Nationality (check one):Signature)
Appears in 1 contract
Samples: Legacy Reserves Lp
Guaranteed. No transfer of the Common Senior Subordinated Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Common Senior Subordinated Units to be transferred is surrendered for registration or transfer and an Application for Transfer of Common Senior Subordinated Units has been executed by a transferee either (a) on the form set forth below or (b) on a separate application that the Partnership will furnish on request without charge. A transferor of the Common Senior Subordinated Units shall have no duty to the transferee with respect to execution of the transfer application in order for such transferee to obtain registration of the transfer of the Common Senior Subordinated Units. APPENDIX A No transfer of the Common Senior Subordinated Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Common Senior Subordinated Units to be transferred is surrendered for registration or transfer and an Application for Transfer of Common Senior Subordinated Units has been executed by a transferee either (a) on the form set forth below or (b) on a separate application that the Partnership will furnish on request without charge. A transferor of the Common Senior Subordinated Units shall have no duty to the transferee with respect to execution of the transfer application in order for such transferee to obtain registration of the transfer of the Common Senior Subordinated Units. APPLICATION FOR TRANSFER OF COMMON SENIOR SUBORDINATED UNITS The undersigned (“Assignee”) hereby applies for transfer to the name of the Assignee of the Common Senior Subordinated Units evidenced hereby. The Assignee (a) requests admission as a Substituted Limited Partner and agrees to comply with and be bound by. , and hereby executes, the Amended and Restated Agreement of Limited Partnership of Star Gas Partners, L.P., as amended, supplemented or restated to the date hereof (the “Partnership Agreement”), (b) represents and warrants that the Assignee has all right, power and authority and. , if an individual, the capacity necessary to enter into the Partnership Agreement, (c) appoints the General Partner and, if a Liquidator shall be appointed, the Liquidator of the Partnership as the Assignee’s attorney-in-fact to execute, swear to, acknowledge and file any document, including, without limitation, the Partnership Agreement and any amendment thereto and the Certificate of Limited Partnership of the Partnership and any amendment thereto, necessary or appropriate for the Assignee’s admission as a Substituted Limited Partner and as a party to the Partnership Agreement, (d) gives the powers of attorney provided for in the Partnership Agreement and (e) makes the waivers and gives the consents and approvals contained in the Partnership Agreement. Capitalized terms not defined herein have the meanings assigned to such terms in the Partnership Agreement. Date: Signature of Assignee Social Security or other identifying number of Assignee Name and Address of Assignee Purchase Price including commissions, if any Type of Entity (check one): Individual Partnership Corporation Trust Other (specify) Nationality (check one):
Appears in 1 contract
Samples: Star Gas Finance Co
Guaranteed. No transfer of the Common Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Common Units to be transferred is surrendered for registration or transfer and an Application for Transfer of Common Units has been executed by a transferee either (a) on the form set forth below or (b) on a separate application that the Partnership will furnish on request without charge. A transferor of the Common Units shall have no duty to the transferee with respect to execution of the transfer application in order for such transferee to obtain registration of the transfer of the Common Units. APPENDIX A No transfer of the Common Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Common Units to be transferred is surrendered for registration or transfer and an Application for Transfer of Common Units has been executed by a transferee either (a) on the form set forth below or (b) on a separate application that the Partnership will furnish on request without charge. A transferor of the Common Units shall have no duty to the transferee with respect to execution of the transfer application in order for such transferee to obtain registration of the transfer of the Common Units. -------------------------------------------------------------- APPLICATION FOR TRANSFER OF COMMON UNITS The undersigned (“"Assignee”") hereby applies for transfer to the name of the Assignee of the Common Units evidenced hereby. The Assignee (a) requests admission as a Substituted Limited Partner and agrees to comply with and be bound by. , and hereby executes, the Amended and Restated Agreement of Limited Partnership of Star Gas Kindxx Xxxxxx Xxxrgy Partners, L.P.L.P. (the "Partnership"), as amended, supplemented or restated to the date hereof (the “"Partnership Agreement”"), (b) represents and warrants that the Assignee has all right, power and authority and. , if an individual, the capacity necessary to enter into the Partnership Agreement, (c) appoints the General Partner and, if a Liquidator shall be appointed, the Liquidator of the Partnership as the Assignee’s attorney-in-fact 's attorney to execute, swear to, acknowledge and file any document, including, without limitation, the Partnership Agreement and any amendment thereto and the Certificate of Limited Partnership of the Partnership and any amendment thereto, necessary or appropriate for the Assignee’s 's admission as a Substituted Limited Partner and as a party to the Partnership Agreement, (d) gives the powers of attorney provided for in the Partnership Agreement and (e) makes the waivers and gives the consents and approvals contained in the Partnership Agreement. Capitalized terms not defined herein have the meanings assigned to such terms in the Partnership Agreement. Exhibit A, Page 82 90 Date: ------------------------- --------------------------------------------- Signature of Assignee ------------------------------ --------------------------------------------- Social Security or other identifying number of Assignee Name and Address of Assignee identifying number of Assignee ------------------------------ Purchase Price including commissions, if any Type of Entity (check oneCheck One): Individual Partnership Corporation ------------ ------------ ------------ Trust Other (specify) ------------ ------------ ------------------------ Nationality (check one):Check One): U.S. citizen, Resident or Domestic Entity ----- Foreign Corporation, or _____ Non-resident alien ----- If the U.S. Citizen, Resident or Domestic Entity box is checked, the following certification must be completed. Under Section 1445(e) of the Internal Revenue Code of 1986, as amended (the "Code"), the Partnership must withhold tax with respect to certain transfers of property if a holder of an interest in the Partnership is a foreign person. To inform the Partnership that no withholding is required with respect to the undersigned interest-holder's interest in it, the undersigned hereby certifies the following (or, if applicable, certifies the following on behalf of the interest-holder). Complete either A or B:
Appears in 1 contract
Samples: Kinder Morgan Management LLC
Guaranteed. No transfer of the Common Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Common Units to be transferred is surrendered for registration or transfer and an Application for Transfer transfer. Exhibit C Form of Common Units has been executed by a transferee either Hunton Axxxxxx Xxxxx LLP Legal Opinion (aSee Attached) on the form set forth below or (b) on a separate application that the Partnership will furnish on request without charge. A transferor [________] [__], 2019 To each of the Common Purchasers named in the Class D Preferred Unit and Warrant Purchase Agreement referenced herein Re: Class D Preferred Units shall and Warrants issued by NGL Energy Partners LP. Ladies and Gentlemen: We have no duty acted as special counsel to the transferee with respect to execution of the transfer application in order for such transferee to obtain registration of the transfer of the Common Units. APPENDIX A No transfer of the Common Units evidenced hereby will be registered on the books of the PartnershipNGL Energy Partners LP, unless the Certificate evidencing the Common Units to be transferred is surrendered for registration or transfer and an Application for Transfer of Common Units has been executed by a transferee either (a) on the form set forth below or (b) on a separate application that the Partnership will furnish on request without charge. A transferor of the Common Units shall have no duty to the transferee with respect to execution of the transfer application in order for such transferee to obtain registration of the transfer of the Common Units. APPLICATION FOR TRANSFER OF COMMON UNITS The undersigned (“Assignee”) hereby applies for transfer to the name of the Assignee of the Common Units evidenced hereby. The Assignee (a) requests admission as a Substituted Limited Partner and agrees to comply with and be bound by. and hereby executes, the Amended and Restated Agreement of Limited Partnership of Star Gas Partners, L.P., as amended, supplemented or restated to the date hereof Delaware limited partnership (the “Partnership Issuer”), in connection with the Class D Preferred Unit and Warrant Purchase Agreement dated September 25, 2019 (the “Purchase Agreement”), by and among the Issuer and each of the Purchasers listed in Schedule A attached thereto (b) represents each, a “Purchaser” and warrants that the Assignee has all right, power and authority and. if an individualcollectively, the capacity necessary “Purchasers”), relating to enter into the Partnership Agreement, sale by the Issuer to the Purchasers of (ci) appoints an aggregate of 200,000 Class D Preferred Units representing limited partner interests in the General Partner and, if a Liquidator shall be appointed, Issuer (the Liquidator “Preferred Units”) and (ii) warrants (the “Warrants”) to purchase an aggregate of 8,500,000 common units representing limited partner interests in the Partnership Issuer. The Preferred Units and the Warrants are referred to herein collectively as the Assignee’s attorney-in-fact “Securities.” The Preferred Units are being issued pursuant to execute, swear to, acknowledge and file any document, including, without limitation, the Partnership Agreement and any amendment thereto (as defined below). Pursuant to the Purchase Agreement, the Issuer and the Certificate Purchasers have entered into an Amended and Restated Registration Rights Agreement dated as of Limited Partnership [________] [__], 2019 (the “Registration Rights Agreement”), pursuant to which the Issuer has agreed to file, under certain conditions, with the United States Securities and Exchange Commission (the “SEC”), a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), with respect to offers and sales of the Partnership Preferred Units, the Common Units issuable upon exercise of the Warrants (the “Warrant Common Units”) and any amendment thereto, necessary or appropriate for the Assignee’s admission as a Substituted Limited Partner and as a party to common units representing limited partner interests in the Partnership Agreement, (d) gives the powers of attorney provided for Issuer that under certain circumstances set forth in the Partnership Agreement and may be issued by the Issuer as payment of a portion of the price to redeem Preferred Units (e) makes the waivers and gives “Redemption Common Units”). We are furnishing this opinion letter to you pursuant to [Section 6.01(c)] of the consents and approvals contained in the Partnership Purchase Agreement. Capitalized terms not defined herein In rendering the opinions set forth herein, we have examined and relied on originals or copies, certified or otherwise identified to our satisfaction, of the meanings assigned to such terms in the Partnership Agreement. Date: Signature of Assignee Social Security or other identifying number of Assignee Name and Address of Assignee Purchase Price including commissions, if any Type of Entity (check one): Individual Partnership Corporation Trust Other (specify) Nationality (check one):following:
Appears in 1 contract
Guaranteed. No transfer IN THE EVENT THE NUMBER OF SHARES FOR WHICH THIS WARRANT IS BEING EXERCISED IS LESS THAN ALL OF THE SHARES OF COMMON STOCK PURCHASABLE HEREUNDER, AND THE UNDERSIGNED HAS REQUESTED THAT A NEW WARRANT CERTIFICATE REPRESENTING THE REMAINING BALANCE OF SUCH SHARES BE REGISTERED IN THE NAME OF PERSON OTHER THAN THE RECORD HOLDER OF THIS WARRANT, THE SIGNATURE(S) ABOVE MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17AD-15). ASSIGNMENT FORM FOR VALUE RECEIVED, the undersigned registered holder of the within Warrant hereby sells, assigns and transfers unto , whose address is , all of the rights of the undersigned under the within Warrant, with respect to shares of Common Units evidenced Stock of EVERYWARE GLOBAL, INC. and, if such shares of Common Stock shall not include all the shares of Common Stock issuable as provided in the within Warrant, that a new Warrant of like tenor for the shares not being transferred hereunder be issued in the name of and delivered to [choose one by circling the applicable letter] (a) the undersigned or (b) , whose address is , and does hereby will be registered irrevocably constitute and appoint Continental Stock Transfer & Trust Company as Attorney to register such transfer on the books of EVERYWARE GLOBAL, INC. maintained for the Partnershippurpose, unless with full power of substitution in the Certificate evidencing premises. Dated: [ ] By: (Signature of Registered Holder) Dated: Signed: (Sign exactly as name appears on the Common Units to be transferred is surrendered for registration other side of this Warrant) In connection with any transfer of this Warrant, the undersigned confirms that it has not utilized any general solicitation or general advertising in connection with the transfer and an Application for Transfer of Common Units has been executed by a transferee either (a) on is making the form set forth below or (b) on a separate application that the Partnership will furnish on request without charge. A transferor transfer pursuant to one of the Common Units shall have no duty to the transferee with respect to execution of the transfer application in order for such transferee to obtain registration of the transfer of the Common Units. APPENDIX A No transfer of the Common Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Common Units to be transferred is surrendered for registration or transfer and an Application for Transfer of Common Units has been executed by a transferee either (a) on the form set forth below or (b) on a separate application that the Partnership will furnish on request without charge. A transferor of the Common Units shall have no duty to the transferee with respect to execution of the transfer application in order for such transferee to obtain registration of the transfer of the Common Units. APPLICATION FOR TRANSFER OF COMMON UNITS The undersigned (“Assignee”) hereby applies for transfer to the name of the Assignee of the Common Units evidenced hereby. The Assignee (a) requests admission as a Substituted Limited Partner and agrees to comply with and be bound by. and hereby executes, the Amended and Restated Agreement of Limited Partnership of Star Gas Partners, L.P., as amended, supplemented or restated to the date hereof (the “Partnership Agreement”), (b) represents and warrants that the Assignee has all right, power and authority and. if an individual, the capacity necessary to enter into the Partnership Agreement, (c) appoints the General Partner and, if a Liquidator shall be appointed, the Liquidator of the Partnership as the Assignee’s attorney-in-fact to execute, swear to, acknowledge and file any document, including, without limitation, the Partnership Agreement and any amendment thereto and the Certificate of Limited Partnership of the Partnership and any amendment thereto, necessary or appropriate for the Assignee’s admission as a Substituted Limited Partner and as a party to the Partnership Agreement, (d) gives the powers of attorney provided for in the Partnership Agreement and (e) makes the waivers and gives the consents and approvals contained in the Partnership Agreement. Capitalized terms not defined herein have the meanings assigned to such terms in the Partnership Agreement. Datefollowing: Signature of Assignee Social Security or other identifying number of Assignee Name and Address of Assignee Purchase Price including commissions, if any Type of Entity (check one): Individual Partnership Corporation Trust Other (specify) Nationality (check one):[Check One]
Appears in 1 contract
Guaranteed. No transfer of the Common Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Common Units to be transferred is surrendered for registration or transfer and an Application for Transfer of Common Units has been executed by a transferee either (a) on the form set forth below or (b) on a separate application that the Partnership will furnish on request without charge. A transferor of the Common Units shall have no duty to the transferee with respect to execution of the transfer application in order for such transferee to obtain registration of the transfer of the Common Units. APPENDIX A No transfer of the Common Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Common Units to be transferred is surrendered for registration or transfer and an Application for Transfer of Common Units has been executed by a transferee either (a) on the form set forth below or (b) on a separate application that the Partnership will furnish on request without charge. A transferor of the Common Units shall have no duty to the transferee with respect to execution of the transfer application in order for such transferee to obtain registration of the transfer of the Common Units. APPLICATION FOR TRANSFER OF COMMON UNITS The undersigned (“'Assignee”') hereby applies for transfer to the name of the Assignee of the Common Units evidenced hereby. The Assignee (a) requests admission as a Substituted Limited Partner and agrees to comply with and be bound by. , and hereby executes, the Amended and Restated Agreement of Limited Partnership of Star Gas Suburban Propane Partners, L.P.L.P. (the 'Partnership'), as amended, supplemented or restated to the date hereof (the “'Partnership Agreement”'), (b) represents and warrants that the Assignee has all right, power and authority and. , if an individual, the capacity necessary to enter into the Partnership Agreement, (c) appoints appoints, the General Partner Vice Chairman and the President of the Partnership and, if a Liquidator shall be appointed, the Liquidator of the Partnership as the Assignee’s 's attorney-in-fact to execute, swear to, acknowledge and file any document, including, without limitation, the Partnership Agreement and any amendment thereto thereto, and the Certificate of Limited Partnership of the Partnership and any amendment thereto, necessary or appropriate for the Assignee’s 's admission as a Substituted Limited Partner and as a party to the Partnership Agreement, (d) gives the powers power of attorney provided for in the Partnership Agreement Agreement, and (e) makes the waivers and gives the consents and approvals contained in the Partnership Agreement. Capitalized terms not defined herein have the meanings assigned to such terms in the Partnership Agreement. Date: Signature of Assignee Social Security or other identifying number of Assignee Name and Address of Assignee Purchase Price including commissions, if any Type of Entity (check one): Individual Partnership Corporation Trust Other (specify) Nationality (check one):............................
Appears in 1 contract
Samples: Suburban Propane Partners Lp
Guaranteed. No transfer of the Common Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Common Units to be transferred is surrendered for registration or transfer and an Application for Transfer of Common Units has been executed by a transferee either (a) on the form set forth below or (b) on a separate application that the Partnership will furnish on request without charge. A transferor of the Common Units shall have no duty to the transferee with respect to execution of the transfer application in order for such transferee to obtain registration of the transfer of the Common Units. APPENDIX A No transfer of the Common Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Common Units to be transferred is surrendered for registration or transfer and an Application for Transfer of Common Units has been executed by a transferee either (a) on the form set forth below or (b) on a separate application that the Partnership will furnish on request without charge. A transferor of the Common Units shall have no duty to the transferee with respect to execution of the transfer application in order for such transferee to obtain registration of the transfer of the Common Units. APPLICATION FOR TRANSFER OF COMMON UNITS The undersigned (“Assignee”) hereby applies for transfer to the name of the Assignee of the Common Units evidenced hereby. The Assignee (a) requests admission as a Substituted Limited Partner and agrees to comply with and be bound by. by and hereby executes, the Second Amended and Restated Agreement of Limited Partnership of Star Gas Partners, L.P., as amended, supplemented or restated to the date hereof (the “Partnership Agreement”), (b) represents and warrants that the Assignee has all right, power and authority and. and if an individual, the capacity necessary to enter into the Partnership Agreement, (c) appoints the General Partner and, if a Liquidator shall be appointed, the Liquidator of the Partnership as the Assignee’s attorney-in-fact to execute, swear to, acknowledge and file any document, including, without limitation, the Partnership Agreement and any amendment thereto and the Certificate of Limited Partnership of the Partnership and any amendment thereto, necessary or appropriate for the Assignee’s admission as a Substituted Limited Partner and as a party to the Partnership Agreement, (d) gives the powers of attorney provided for in the Partnership Agreement and (e) makes the waivers and gives the consents and approvals contained in the Partnership Agreement. Capitalized terms not defined herein have the meanings assigned to such terms in the Partnership Agreement. Date: Signature of Assignee Social Security or other identifying number of Assignee Name and Address of Assignee Purchase Price including commissions, if any Type of Entity (check one): ¨ Individual ¨ Partnership ¨ Corporation ¨ Trust ¨ Other (specify) __________ Nationality (check one):): ¨ U.S. Citizen. Resident or Domestic Entity ¨ Non-resident Alien ¨ Foreign Corporation If the U.S. Citizen. Resident or Domestic Entity box is checked, the following certification must be completed. Under Section 1445(e) of the Internal Revenue Code of 1986, as amended (the “Code”), the Partnership must withhold tax with respect to certain transfers of property if a holder of an interest in the Partnership is a foreign person. To inform the Partnership that no withholding is required with respect to the undersigned interestholder’s interest in it, the undersigned hereby certifies the following (or, if applicable, certifies the following on behalf of the interestholder). Complete Either A or B:
Appears in 1 contract
Samples: Star Gas Partners Lp
Guaranteed. No transfer THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR RULE)). As more fully described in, and subject to the terms and conditions described in, the Company’s final prospectus for its initial public offering dated , the holder(s) of this certificate shall be entitled to receive a pro-rata portion of certain funds held in the trust account established in connection with the Company’s initial public offering in the event that (i) the Company redeems the Ordinary Shares sold in its initial public offering and liquidates because it does not consummate an initial Business Combination within the time period set forth in the Company’s Amended and Restated Memorandum and Articles of Association, as the same may be amended from time to time, or (ii) if the holder(s) properly redeem for cash his, her or its respective Ordinary Shares included in the Units represented by this certificate in connection with (x) a tender offer (or proxy solicitation, solely in the event the Company seeks shareholder approval of the Common Units evidenced hereby will be registered on proposed initial Business Combination) setting forth the books details of a proposed initial Business Combination or (y) a shareholder vote to amend the Company’s Amended and Restated Memorandum and Articles of Association (A) to modify the substance or timing of the Partnership, unless Company’s obligation to allow redemption in connection with our initial business combination or to redeem 100% of the Certificate evidencing Ordinary Shares if it does not consummate an initial Business Combination within the Common Units to be transferred is surrendered for registration or transfer and an Application for Transfer of Common Units has been executed by a transferee either (a) on the form time set forth below in the Company’s Amended and Restated Memorandum and Articles of Association or (bB) on a separate application that the Partnership will furnish on request without charge. A transferor of the Common Units shall have no duty to the transferee with respect to execution any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity, as the same may be amended from time to time. In no other circumstances shall the holder(s) have any right or interest of the transfer application any kind in order for such transferee to obtain registration of the transfer of the Common Units. APPENDIX A No transfer of the Common Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Common Units to be transferred is surrendered for registration or transfer and an Application for Transfer of Common Units has been executed by a transferee either (a) on the form set forth below or (b) on a separate application that the Partnership will furnish on request without charge. A transferor of the Common Units shall have no duty to the transferee with respect to execution of the transfer application in order for such transferee to obtain registration of the transfer of the Common Unitstrust account. APPLICATION FOR Exhibit B Legend THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE LETTER AGREEMENT, DATED AS OF COMMON UNITS The undersigned OCTOBER 14, 2021, BY AND AMONG FOUNDER SPAC (THE “Assignee”) hereby applies for transfer to the name of the Assignee of the Common Units evidenced hereby. The Assignee (a) requests admission as a Substituted Limited Partner and agrees to comply with and be bound by. and hereby executes, the Amended and Restated Agreement of Limited Partnership of Star Gas Partners, L.P., as amended, supplemented or restated to the date hereof (the “Partnership AgreementCOMPANY”), FOUNDER SPAC SPONSOR LLC AND THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (b30) represents and warrants that the Assignee has all right, power and authority andDAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 5.6 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS. if an individual, the capacity necessary to enter into the Partnership Agreement, (c) appoints the General Partner and, if a Liquidator shall be appointed, the Liquidator of the Partnership as the Assignee’s attorney-in-fact to execute, swear to, acknowledge and file any document, including, without limitation, the Partnership Agreement and any amendment thereto and the Certificate of Limited Partnership of the Partnership and any amendment thereto, necessary or appropriate for the Assignee’s admission as a Substituted Limited Partner and as a party to the Partnership Agreement, (d) gives the powers of attorney provided for in the Partnership Agreement and (e) makes the waivers and gives the consents and approvals contained in the Partnership Agreement. Capitalized terms not defined herein have the meanings assigned to such terms in the Partnership Agreement. Date: Signature of Assignee Social Security or other identifying number of Assignee Name and Address of Assignee Purchase Price including commissions, if any Type of Entity (check one): Individual Partnership Corporation Trust Other (specify) Nationality (check one):SECURITIES EVIDENCED BY THIS CERTIFICATE AND CLASS A ORDINARY SHARES OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.
Appears in 1 contract
Samples: Warrant Agreement (Founder SPAC)
Guaranteed. No transfer of the Common Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Common Units to be transferred is surrendered for registration or transfer and an Application for Transfer of Common Units has been executed by a transferee either (a) on the form set forth below or (b) on a separate application that the Partnership will furnish on request without chargetransfer. A transferor of the Common Units shall have no duty XXXXXXX X-0 to the transferee with respect to execution of the transfer application in order for such transferee to obtain registration of the transfer of the Common Units. APPENDIX A No transfer of the Common Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Common Units to be transferred is surrendered for registration or transfer and an Application for Transfer of Common Units has been executed by a transferee either (a) on the form set forth below or (b) on a separate application that the Partnership will furnish on request without charge. A transferor of the Common Units shall have no duty to the transferee with respect to execution of the transfer application in order for such transferee to obtain registration of the transfer of the Common Units. APPLICATION FOR TRANSFER OF COMMON UNITS The undersigned (“Assignee”) hereby applies for transfer to the name of the Assignee of the Common Units evidenced hereby. The Assignee (a) requests admission as a Substituted Limited Partner and agrees to comply with and be bound by. and hereby executes, the Fourth Amended and Restated Agreement of Limited Partnership of Star Gas Partners, L.P.Legacy Reserves LP Certificate Evidencing Incentive Distribution Units Representing Limited Partner Interests in Legacy Reserves LP No. Incentive Distribution Units CUSIP In accordance with Section 4.1 and subject to Section 4.7 of the Fourth Amended and Restated Agreement of Limited Partnership of Legacy Reserves LP, as amended, supplemented or restated from time to the date hereof time (the “Partnership Agreement”), Legacy Reserves LP, a Delaware limited partnership (bthe “Partnership”), hereby certifies that (the “Holder”) represents is the registered owner of Incentive Distribution Units representing limited partner interests in the Partnership (the “Incentive Distribution Units”) transferable on the books of the Partnership, in person or by duly authorized attorney, upon surrender of this Certificate properly endorsed. The rights, preferences and warrants limitations of the Incentive Distribution Units are set forth in, and this Certificate and the Incentive Distribution Units represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Partnership Agreement. Copies of the Partnership Agreement are on file at, and will be furnished without charge on delivery of written request to the Partnership at, the principal office of the Partnership located at 000 X. Xxxx Xxxxxx, Xxx. 0000, Xxxxxxx, Xxxxx 00000. Capitalized terms used herein but not defined shall have the meanings given them in the Partnership Agreement. THE HOLDER OF THIS SECURITY ACKNOWLEDGES FOR THE BENEFIT OF LEGACY RESERVES LP THAT THIS SECURITY MAY NOT BE SOLD, OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED OTHER THAN IN ACCORDANCE WITH SECTION 4.7 OF THE PARTNERSHIP AGREEMENT OR IF SUCH TRANSFER WOULD (A) VIOLATE THE THEN APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR RULES AND REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER GOVERNMENTAL AUTHORITY WITH JURISDICTION OVER SUCH TRANSFER, (B) TERMINATE THE EXISTENCE OR QUALIFICATION OF LEGACY RESERVES LP UNDER THE LAWS OF THE STATE OF DELAWARE, OR (C) CAUSE LEGACY RESERVES LP TO BE TREATED AS AN ASSOCIATION TAXABLE AS A CORPORATION OR OTHERWISE TO BE TAXED AS AN ENTITY FOR FEDERAL INCOME TAX PURPOSES (TO THE EXTENT NOT ALREADY SO TREATED OR TAXED). LEGACY RESERVES GP, LLC, THE GENERAL PARTNER OF LEGACY RESERVES LP, MAY IMPOSE ADDITIONAL RESTRICTIONS ON THE TRANSFER OF THIS SECURITY IF IT RECEIVES AN OPINION OF COUNSEL THAT SUCH RESTRICTIONS ARE NECESSARY TO AVOID A SIGNIFICANT RISK OF LEGACY RESERVES LP BECOMING TAXABLE AS A CORPORATION OR OTHERWISE BECOMING TAXABLE AS AN ENTITY FOR FEDERAL INCOME TAX PURPOSES. THE RESTRICTIONS SET FORTH ABOVE SHALL NOT PRECLUDE THE SETTLEMENT OF ANY TRANSACTIONS INVOLVING THIS SECURITY ENTERED INTO THROUGH THE FACILITIES OF ANY NATIONAL SECURITIES EXCHANGE ON WHICH THIS SECURITY IS LISTED OR ADMITTED TO TRADING. The Holder, by accepting this Certificate, is deemed to have (i) requested admission as, and agreed to become, a Limited Partner and to have agreed to comply with and be bound by and to have executed the Partnership Agreement, (ii) represented and warranted that the Assignee Holder has all right, power and authority and. , if an individual, the capacity necessary to enter into the Partnership Agreement, (ciii) appoints the General Partner and, if a Liquidator shall be appointed, the Liquidator of the Partnership as the Assignee’s attorney-in-fact to execute, swear to, acknowledge and file any document, including, without limitation, the Partnership Agreement and any amendment thereto and the Certificate of Limited Partnership of the Partnership and any amendment thereto, necessary or appropriate for the Assignee’s admission as a Substituted Limited Partner and as a party to the Partnership Agreement, (d) gives granted the powers of attorney provided for in the Partnership Agreement and (eiv) makes made the waivers and gives given the consents and approvals contained in the Partnership Agreement. Capitalized terms This Certificate shall not defined herein have be valid for any purpose unless it has been countersigned and registered by the meanings assigned Transfer Agent and Registrar. This Certificate shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to such terms principles of conflict of laws thereof. Dated: Legacy Reserves LP Countersigned and Registered by: By: Legacy Reserves GP, LLC, its General Partner By: as Transfer Agent and Registrar Name: By: By: Authorized Signature Secretary [Reverse of Certificate] ABBREVIATIONS The following abbreviations, when used in the Partnership Agreementinscription on the face of this Certificate, shall be construed as follows according to applicable laws or regulations: TEN COM - as tenants in common UNIF GIFT/TRANSFERS MIN ACT TEN ENT - JT TEN - as tenants by the entireties as joint tenants with right of survivorship and not as tenants in common Custodian (Cust) (Minor) under Uniform Gifts/Transfers to CD Minors Act (State) Additional abbreviations, though not in the above list, may also be used. Date: Signature ASSIGNMENT OF INCENTIVE DISTRIBUTION UNITS in LEGACY RESERVES LP FOR VALUE RECEIVED, hereby assigns, conveys, sells and transfers unto (Please print or typewrite name and address of Assignee assignee) (Please insert Social Security or other identifying number of Assignee Name assignee) Incentive Distribution Units representing limited partner interests evidenced by this Certificate, subject to the Partnership Agreement, and Address does hereby irrevocably constitute and appoint as its attorney-in-fact with full power of Assignee Purchase Price including commissionssubstitution to transfer the same on the books of Legacy Reserves LP Date: NOTE: The signature to any endorsement hereon must correspond with the name as written upon the face of this Certificate in every particular, if any Type of Entity without alteration, enlargement or change. THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (check one): Individual Partnership Corporation Trust Other BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17d-15 (specifySignature) Nationality (check one):Signature)
Appears in 1 contract
Samples: Legacy Reserves Lp
Guaranteed. No transfer of the Common Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Common Units to be transferred is surrendered for registration or transfer and an Application for Transfer of Common Units has been executed by a transferee either (a) on the form set forth below or (b) on a separate application that the Partnership will furnish on request without charge. A transferor of the Common Units shall have no duty to the transferee with respect to execution of the transfer application in order for such transferee to obtain registration of the transfer of the Common Units. APPENDIX A No transfer EXHIBIT B to the Third Amended and Restated Agreement of the Limited Partnership of K-Sea Transportation Partners L.P. Certificate Evidencing Common Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Common Units to be transferred is surrendered for registration or transfer and an Application for Transfer of Common Units has been executed by a transferee either (a) on the form set forth below or (b) on a separate application that the Partnership will furnish on request without charge. A transferor of the Common Units shall have no duty to the transferee with respect to execution of the transfer application Representing Limited Partner Interests in order for such transferee to obtain registration of the transfer of the Common Units. K-Sea Transportation Partners L.P. APPLICATION FOR TRANSFER OF COMMON UNITS The undersigned (“Assignee”) hereby applies for transfer to the name of the Assignee of the Common Units evidenced hereby. The Assignee (a) requests admission as a Substituted Limited Partner and agrees to comply with and be bound by. , and hereby executes, the Third Amended and Restated Agreement of Limited Partnership of Star Gas Partners, L.P.K-Sea Transportation Partners L.P. (the “Partnership”), as amended, supplemented or restated to the date hereof (the “Partnership Agreement”), (b) represents and warrants that the Assignee has all right, power and authority and. , if an individual, the capacity necessary to enter into the Partnership Agreement, (c) appoints the General Partner of the Partnership and, if a Liquidator shall be appointed, the Liquidator of the Partnership as the Assignee’s attorney-in-fact to execute, swear to, acknowledge and file any document, including, without limitation, the Partnership Agreement and any amendment thereto and the Certificate of Limited Partnership of for the Partnership and any amendment thereto, necessary or appropriate for the Assignee’s admission as a Substituted Limited Partner and as a party Party to the Partnership Agreement, (d) gives the powers of attorney provided for in the Partnership Agreement Agreement, and (e) makes the waivers and gives the consents and approvals contained in the Partnership Agreement. Capitalized terms not defined herein have the meanings assigned to such terms in the Partnership Agreement. Date: Signature of Assignee Social Security or other identifying number Signature of Assignee Name and Address of Assignee Purchase Price including commissions, if any Type Name and Address of Entity (check one): Individual Partnership Corporation Trust Other (specify) Nationality (check one):Assignee
Appears in 1 contract
Samples: K-Sea Transportation Partners Lp
Guaranteed. No transfer of the Common Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Common Units to be transferred is surrendered for registration or transfer and an Application for Transfer of Common Units has been executed by a transferee either (a) on the form set forth below or (b) on a separate application that the Partnership will furnish on request without chargetransfer. A transferor of the Common Units shall have no duty XXXXXXX X-0 to the transferee with respect to execution of the transfer application in order for such transferee to obtain registration of the transfer of the Common Units. APPENDIX A No transfer of the Common Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Common Units to be transferred is surrendered for registration or transfer and an Application for Transfer of Common Units has been executed by a transferee either (a) on the form set forth below or (b) on a separate application that the Partnership will furnish on request without charge. A transferor of the Common Units shall have no duty to the transferee with respect to execution of the transfer application in order for such transferee to obtain registration of the transfer of the Common Units. APPLICATION FOR TRANSFER OF COMMON UNITS The undersigned (“Assignee”) hereby applies for transfer to the name of the Assignee of the Common Units evidenced hereby. The Assignee (a) requests admission as a Substituted Limited Partner and agrees to comply with and be bound by. and hereby executes, the Third Amended and Restated Agreement of Limited Partnership of Star Gas Partners, L.P.Legacy Reserves LP Certificate Evidencing Incentive Distribution Units Representing Limited Partner Interests in Legacy Reserves LP No. Incentive Distribution Units CUSIP In accordance with Section 4.1 and subject to Section 4.7 of the Third Amended and Restated Agreement of Limited Partnership of Legacy Reserves LP, as amended, supplemented or restated from time to the date hereof time (the “Partnership Agreement”), Legacy Reserves LP, a Delaware limited partnership (bthe “Partnership”), hereby certifies that (the “Holder”) represents is the registered owner of Incentive Distribution Units representing limited partner interests in the Partnership (the “Incentive Distribution Units”) transferable on the books of the Partnership, in person or by duly authorized attorney, upon surrender of this Certificate properly endorsed. The rights, preferences and warrants limitations of the Incentive Distribution Units are set forth in, and this Certificate and the Incentive Distribution Units represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Partnership Agreement. Copies of the Partnership Agreement are on file at, and will be furnished without charge on delivery of written request to the Partnership at, the principal office of the Partnership located at 000 X. Xxxx Xxxxxx, Xxx. 0000, Xxxxxxx, Xxxxx 00000. Capitalized terms used herein but not defined shall have the meanings given them in the Partnership Agreement. THE HOLDER OF THIS SECURITY ACKNOWLEDGES FOR THE BENEFIT OF LEGACY RESERVES LP THAT THIS SECURITY MAY NOT BE SOLD, OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED OTHER THAN IN ACCORDANCE WITH SECTION 4.7 OF THE PARTNERSHIP AGREEMENT OR IF SUCH TRANSFER WOULD (A) VIOLATE THE THEN APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR RULES AND REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER GOVERNMENTAL AUTHORITY WITH JURISDICTION OVER SUCH TRANSFER, (B) TERMINATE THE EXISTENCE OR QUALIFICATION OF LEGACY RESERVES LP UNDER THE LAWS OF THE STATE OF DELAWARE, OR (C) CAUSE LEGACY RESERVES LP TO BE TREATED AS AN ASSOCIATION TAXABLE AS A CORPORATION OR OTHERWISE TO BE TAXED AS AN ENTITY FOR FEDERAL INCOME TAX PURPOSES (TO THE EXTENT NOT ALREADY SO TREATED OR TAXED). LEGACY RESERVES GP, LLC, THE GENERAL PARTNER OF LEGACY RESERVES LP, MAY IMPOSE ADDITIONAL RESTRICTIONS ON THE TRANSFER OF THIS SECURITY IF IT RECEIVES AN OPINION OF COUNSEL THAT SUCH RESTRICTIONS ARE NECESSARY TO AVOID A SIGNIFICANT RISK OF LEGACY RESERVES LP BECOMING TAXABLE AS A CORPORATION OR OTHERWISE BECOMING TAXABLE AS AN ENTITY FOR FEDERAL INCOME TAX PURPOSES. THE RESTRICTIONS SET FORTH ABOVE SHALL NOT PRECLUDE THE SETTLEMENT OF ANY TRANSACTIONS INVOLVING THIS SECURITY ENTERED INTO THROUGH THE FACILITIES OF ANY NATIONAL SECURITIES EXCHANGE ON WHICH THIS SECURITY IS LISTED OR ADMITTED TO TRADING. The Holder, by accepting this Certificate, is deemed to have (i) requested admission as, and agreed to become, a Limited Partner and to have agreed to comply with and be bound by and to have executed the Partnership Agreement, (ii) represented and warranted that the Assignee Holder has all right, power and authority and. , if an individual, the capacity necessary to enter into the Partnership Agreement, (ciii) appoints the General Partner and, if a Liquidator shall be appointed, the Liquidator of the Partnership as the Assignee’s attorney-in-fact to execute, swear to, acknowledge and file any document, including, without limitation, the Partnership Agreement and any amendment thereto and the Certificate of Limited Partnership of the Partnership and any amendment thereto, necessary or appropriate for the Assignee’s admission as a Substituted Limited Partner and as a party to the Partnership Agreement, (d) gives granted the powers of attorney provided for in the Partnership Agreement and (eiv) makes made the waivers and gives given the consents and approvals contained in the Partnership Agreement. Capitalized terms This Certificate shall not defined herein have be valid for any purpose unless it has been countersigned and registered by the meanings assigned Transfer Agent and Registrar. This Certificate shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to such terms principles of conflict of laws thereof. Dated: Legacy Reserves LP Countersigned and Registered by: By: Legacy Reserves GP, LLC, its General Partner By: as Transfer Agent and Registrar Name: By: By: Authorized Signature Secretary [Reverse of Certificate] ABBREVIATIONS The following abbreviations, when used in the Partnership Agreementinscription on the face of this Certificate, shall be construed as follows according to applicable laws or regulations: TEN COM - as tenants in common UNIF GIFT/TRANSFERS MIN ACT TEN ENT - as tenants by the entireties Custodian (Cust) (Minor) JT TEN - as joint tenants with right of under Uniform Gifts/Transfers to CD survivorship and not as Minors Act (State) tenants in common Additional abbreviations, though not in the above list, may also be used. Date: Signature of Assignee ASSIGNMENT OF INCENTIVE DISTRIBUTION UNITS in LEGACY RESERVES LP FOR VALUE RECEIVED, hereby assigns, conveys, sells and transfers unto (Please print or typewrite name (Please insert Social Security or other and address of assignee) identifying number of Assignee Name assignee) Incentive Distribution Units representing limited partner interests evidenced by this Certificate, subject to the Partnership Agreement, and Address does hereby irrevocably constitute and appoint as its attorney-in-fact with full power of Assignee Purchase Price including commissionssubstitution to transfer the same on the books of Legacy Reserves LP Date: NOTE: The signature to any endorsement hereon must correspond with the name as written upon the face of this Certificate in every particular, if any Type of Entity without alteration, enlargement or change. THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (check one): Individual Partnership Corporation Trust Other BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17d-15 (specifySignature) Nationality (check one):Signature)
Appears in 1 contract
Samples: Legacy Reserves Lp
Guaranteed. No transfer of the Common Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Common Units to be transferred is surrendered for registration or transfer and an Application for Transfer of Common Units has been executed by a transferee either (a) on the form set forth below or (b) on a separate application that the Partnership will furnish on request without chargetransfer. A transferor of the Common Units shall have no duty to the transferee with respect to execution of the transfer application in order for such transferee to obtain registration of the transfer of the Common Units. APPENDIX A No transfer of the Common Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Common Units to be transferred is surrendered for registration or transfer and an Application for Transfer of Common Units has been executed by a transferee either (a) on the form set forth below or (b) on a separate application that the Partnership will furnish on request without charge. A transferor of the Common Units shall have no duty EXHIBIT B to the transferee with respect to execution of the transfer application in order for such transferee to obtain registration of the transfer of the Common Units. APPLICATION FOR TRANSFER OF COMMON UNITS The undersigned (“Assignee”) hereby applies for transfer to the name of the Assignee of the Common Units evidenced hereby. The Assignee (a) requests admission as a Substituted Limited Partner and agrees to comply with and be bound by. and hereby executes, the Sixth Amended and Restated Agreement of Limited Partnership of Star Gas PartnersPlains All American Pipeline, L.P. Certificate Evidencing Series A Convertible Preferred Units Representing Limited Partner Interests in Plains All American Pipeline, L.P. No. Series A Preferred Units In accordance with Section 5.14(b)(v) of the Sixth Amended and Restated Agreement of Limited Partnership of Plains All American Pipeline, L.P., as amended, supplemented or restated from time to the date hereof time (the “Partnership Agreement”), Plains All American Pipeline, L.P., a Delaware limited partnership (bthe “Partnership”), hereby certifies that (the “Holder”) represents is the registered owner of Series A Convertible Preferred Units representing limited partner interests in the Partnership (the “Series A Preferred Units”), transferable on the books of the Partnership, in person or by duly authorized attorney, upon surrender of this Certificate properly endorsed. The rights, preferences and warrants limitations of the Series A Preferred Units are set forth in, and this Certificate and the Series A Preferred Units represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Partnership Agreement. Copies of the Partnership Agreement are on file at, and will be furnished without charge on delivery of written request to the Partnership at the principal office of the Partnership located at 000 Xxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000. Capitalized terms used herein but not defined shall have the meanings given them in the Partnership Agreement. The Holder, by accepting this Certificate, is deemed to have (i) requested admission as, and agreed to become, a Limited Partner and to have agreed to comply with and be bound by and to have executed the Partnership Agreement, (ii) represented and warranted that the Assignee Holder has all right, power and authority and. , if an individual, the capacity necessary to enter into the Partnership Agreement, (ciii) appoints the General Partner and, if a Liquidator shall be appointed, the Liquidator of the Partnership as the Assignee’s attorney-in-fact to execute, swear to, acknowledge and file any document, including, without limitation, the Partnership Agreement and any amendment thereto and the Certificate of Limited Partnership of the Partnership and any amendment thereto, necessary or appropriate for the Assignee’s admission as a Substituted Limited Partner and as a party to the Partnership Agreement, (d) gives granted the powers of attorney provided for in the Partnership Agreement and (eiv) makes made the waivers and gives given the consents and approvals contained in the Partnership Agreement. Capitalized terms This Certificate shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to principles of conflict of laws thereof. NEITHER THE OFFER NOR SALE OF THESE SECURITIES HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE PARTNERSHIP HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SUCH ACT. THIS SECURITY IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN THE SIXTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF THE PARTNERSHIP, DATED AS OF NOVEMBER 15, 2016, A COPY OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICES. This Certificate shall not defined herein have be valid for any purpose unless it has been countersigned and registered by the meanings assigned to such terms General Partner, as transfer agent for the Series A Preferred Units. Dated: GENERAL PARTNER: PAA GP LLC, as general partner of the Partnership By: By: Name: Title: Countersigned and registered: PAA GP LLC, as transfer agent for the Series A Preferred Units By: By: Name: Title: [Reverse of Certificate] ABBREVIATIONS The following abbreviations, when used in the Partnership Agreement. Dateinscription on the face of this Certificate, shall be construed as follows according to applicable laws or regulations: Signature TEN COM — as tenants in common TEN ENT — as tenants by the entireties JT TEN — as joint tenants with right of Assignee Social Security or other identifying number of Assignee Name survivorship and Address of Assignee Purchase Price including commissions, if any Type of Entity (check one): Individual Partnership Corporation Trust Other (specify) Nationality (check one):not as tenants in common UNIF GIFT MIN ACT
Appears in 1 contract
Samples: Plains All American Pipeline Lp
