Contribution and Issuance of Units Clause Samples

Contribution and Issuance of Units. (a) On the terms and subject to the conditions set forth herein, at the Closing, the Company shall issue to Investor, and Investor shall purchase from the Company, 400,000 Series B Common Units. The parties hereto intend that the issuance of the Series B Common Units to Investor in exchange for the consideration constitutes a tax-free contribution described in Section 721 of the Code, and no party hereto shall take any position inconsistent with such treatment. (b) On the terms and subject to the conditions set forth herein and in the Exchange Agreement, at the Closing, certain Existing Term Loans (the “Exchanged Term Loans”) in the amounts set forth in the Exchange Agreement shall be contributed by the GPIM Lenders (or their designated Affiliates) to the Company and in exchange the Company shall issue to the GPIM Lenders (or their respective designated Affiliates) 400,000 Series C Common Units and 600,000 Preferred Units in the aggregate, with each GPIM Lender (or its designated Affiliate) receiving the number of Series C Common Units and the number of Preferred Units set forth opposite such Person’s name in the Exchange Agreement. For the avoidance of doubt, the parties hereto intend that the issuance of the Series C Common Units and the Preferred Units to the GPIM Lenders (or their designated Affiliate) in exchange for consideration constitutes a tax- free contribution described in Section 721 of the Code, and no party hereto shall take any position inconsistent with such treatment. Further, the parties to this Agreement agree that the “liquidation value” (within the meaning of Treasury Regulation Section 1.108-8(b)(2)(iii)) of the Series C Common Units and the Preferred Units issued to the GPIM Lenders in exchange for the Exchanged Term Loans is equal to, in the aggregate, $250 million, and the parties further agree that, for purposes of determining the U.S. federal income tax consequences of the exchange of Exchanged Term Loans described in this Section 2.2(b), to treat the fair market value of $250 million face amount of the Exchanged Term Loans as being equal to the aggregate liquidation value of the Series C Common Units and the Preferred Units issued to the GPIM Lenders (or their designated Affiliate) in exchange for the Exchanged Term Loans. Notwithstanding anything to the contrary herein, the GPIM Lenders may designate a controlled investment Affiliate to which the Series C Common Units and the Preferred Units shall be issued and that will hold ...
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Contribution and Issuance of Units. (a) At the Closing, the Company shall: (i) issue to Investor, and Investor shall accept from the Company, free and clear of any Liens (other than restrictions arising under the New Operating Agreement), a number of Class A Units equal to the aggregate number of shares of Investor Class A Common Stock outstanding after giving effect to the number of Redemption Shares and Mezzanine Exchanged Shares (such Class A Units to be issued to Investor, the “Acquired Units”); and (ii) issue to each Class B Member, in exchange for the cancellation of each Class B Member’s Pre-Closing Units, and each Class B Member shall accept from the Company, free and clear of any Liens (other than restrictions arising under the New Operating Agreement), a number of Class B Units equal to such Class B Member’s Pro Rata Share of 18,700,000 Class B Units (it being understood that the 18,700,000 Class B Units shall be divided into Class B-1 Units and Class B-2 Units, with the holders of Pre-Closing Class B-1 Units receiving Class B-1 Units and the holders of Pre-Closing Class B-2 Units receiving Class B-2 Units); provided, that (A) if, as of the Closing, the Company does not own, directly or indirectly, one hundred percent (100%) of the outstanding interests of Credit Control, then the number of Class B Units issued to each Class B Member under this Section 1.1(a)(ii) shall be reduced by such Class B Member’s Pro Rata Share of 117,362 Class B Units, (B) if, as of the Closing, the Company does not own, directly or indirectly, one hundred percent (100%) of the outstanding interests of Century, then the number of Class B Units issued to each Class B Member under this Section 1.1(a)(ii) shall be reduced by such Class B Member’s Pro Rata Share of an amount calculated as follows: (i) (x) the amount, expressed as a percentage, of the outstanding interests of Century directly or indirectly held by third parties other than the Company or its wholly-owned Subsidiaries as of the Closing, divided by (y) 22%, multiplied by (ii) 947,926, and (C) if, as of the Closing, the Company does not own, directly or indirectly, one hundred percent (100%) of the outstanding interests of New Credit America, then the number of Class B Units issued to each Class B Member under this Section 1.1(a)(ii) shall be reduced by such Class B Member’s Pro Rata Share of an amount calculated as follows: (i) (x) the amount, expressed as a percentage, of the outstanding interests of New Credit America directly or indirectly held...
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Contribution and Issuance of Units. Pursuant to the terms and subject to the conditions set forth herein, at the Closing: (a) The Company shall issue to Investor, and Investor shall accept from the Company, free and clear of any Liens (other than restrictions arising under applicable Securities Laws or under the New Operating Agreement), a number of Units equal to the aggregate number of shares of Class A Common Stock outstanding immediately after giving effect to the Redemption (collectively, the “Acquired Units”) in exchange for a contribution of an amount in cash equal to the assets in the Trust Account immediately after giving effect to the Redemption less Investor’s aggregate costs, fees and expenses incurred in good faith in connection with or pursuant to the consummation of a Business Combination (including any deferred commissions payable to investment advisors) (the “Expense Payments”) (such net payment, the “Closing Acquisition Consideration”); (b) The Company, Investor and the Founder Members shall execute and deliver the New Operating Agreement, which Schedule of Members shall reflect that (1) the only members of the Company are Investor and the Founder Members and (2) Investor holds the Acquired Units and the Founder Members hold the Initial Retained Units; and (c) Concurrently and in connection with the foregoing, Investor shall cause to be transferred to the Founder Members, which shall, in turn, deliver to the Control Shares Trust, a stock certificate representing the Control Shares issued and outstanding as of the Closing Date.
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Contribution and Issuance of Units. Pursuant to the terms and subject to the conditions set forth herein, at the Closing (as defined below), the Company shall issue to Parent, and Parent shall accept from the Company, free and clear of any Liens (other than restrictions arising under applicable securities Law or under the Second Amended and Restated Limited Liability Company Agreement of the Company, dated as of March 17, 2015 (as amended) (the “Company LLC Agreement”)), 3,085,287 Class A Units (the “Acquired Units”) in exchange for a cash contribution to the Company by Parent of an amount equal to the product of (a) $4.10 multiplied by (b) the number of Acquired Units (such payment, the “Contribution”).
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Related to Contribution and Issuance of Units

  • Capital Contributions and Issuance of Partnership Interests Section 5.1

  • Issuance of Units By executing the Reference Trust Agreement and receipt for deposited Securities, the Trustee will thereby acknowledge receipt of the deposit of the Securities listed in the Schedules to the Reference Trust Agreement and referred to in Section 2.01 hereof, and simultaneously with the receipt of said deposit, has recorded on its books the ownership, by the Depositor or such other person or persons as may be indicated by the Depositor, of the aggregate number of Units specified in the Reference Trust Agreement and has delivered, or on the order of the Depositor will deliver, in exchange for such Securities, cash or a Letter of Credit, documentation evidencing the ownership of the number of Units specified or, if requested by the Depositor, the ownership by DTC of all such Units and will cause such Units to be credited at DTC to the account of the Depositor or, pursuant to the Depositor's direction and as hereafter provided, the account of the issuer of the Letter of Credit referred to in Section 2.01. The number of Units in a Trust may be increased through a split of the Units or decreased through a reverse split thereof, as directed by the Depositor, on any day on which the Depositor is the only Unitholder of such Trust, which revised number of Units shall be recorded by the Trustee on its books. Effective as of the Evaluation Time on October 1, 2014, in the event that the aggregate value of Securities in the Trust has increased since the evaluation on September 30, 2014, the Trustee shall issue such number of additional Units to the Unitholder of outstanding Units as of the close of business on October 1, 2014, that the price per Unit computed as of the Evaluation Time on October 1, 2014, plus the maximum applicable sales charge shall equal approximately $10 per Unit (based on the number of Units outstanding as of said Evaluation Time, including the additional Units issued pursuant to this sentence); in the event that the aggregate value of Securities in the Trust Fund has decreased since the evaluation on September 30, 2014, there will be a reverse split of the outstanding Units, and said Unitholder will surrender to the Trustee for cancellation such number of Units, that the price per Unit computed as of the Evaluation Time on October 1, 2014, plus the maximum applicable sales charge shall equal approximately $10 per Unit (based on the number of Units outstanding as of said Evaluation Time, reflecting cancellation of Units pursuant to this sentence). The Trustee hereby agrees that on the date of any deposit of additional Securities pursuant to Section 2.05 it shall acknowledge that the additional Securities identified therein have been deposited with it by recording on its books the ownership, by the Depositor or such other person or persons as may be indicated by the Depositor, of the aggregate number of Units to be issued in respect of such additional Securities so deposited. (24) Section 2.01 is hereby amended and replaced in its entirety with the following:

  • Purchase and Issuance of the Units For the aggregate sum of $3,000,000 (the “Initial Purchase Price”), upon the terms and subject to the conditions of this Agreement, the Purchaser hereby agrees to purchase from the Company, and the Company hereby agrees to sell to the Purchaser, on the Closing Date (as defined in Section 1.2) 300,000 Initial Units at $10.00 per Initial Unit. In addition to the foregoing, the Purchaser hereby agrees to purchase up to an additional 30,000 Additional Units at $10.00 per Additional Unit for a purchase price of up to $300,000 (the “Additional Purchase Price” and together with the Initial Purchase Price, the “Purchase Price”). The purchase and issuance of the Additional Units shall occur only in the event that the Over-Allotment Option is exercised in full or part. The total number of Additional Units to be purchased hereunder shall be in the same proportion as the amount of the Over-Allotment Option that is exercised. Each purchase of Additional Units shall occur simultaneously with the consummation of any portion of the Over-Allotment Option.

  • Authorization and Issuance of Additional Units (a) Except as otherwise determined by the Board of Managers in connection with a contribution of cash or other assets by the Corporation to the Company: (i) the Company and the Corporation shall undertake all actions, including an issuance, reclassification, distribution, division or recapitalization, with respect to the Common Units, Class A Common Stock or Class B Common Stock, as applicable, to maintain at all times (A) a one-to-one ratio between the number of Common Units owned by the Corporation, directly or indirectly, and the number of outstanding shares of Class A Common Stock and (B) a one-to-one ratio between the number of Common Units owned by Members (other than the Corporation and its Subsidiaries), directly or indirectly, and the number of outstanding shares of Class B Common Stock owned by such Members, directly or indirectly; (ii) in the event the Corporation issues, transfers or delivers from treasury stock or repurchases Class A Common Stock in a transaction not contemplated in this Agreement, the Board of Managers and the Corporation shall take all actions such that, after giving effect to all such issuances, transfers, deliveries or repurchases, the number of outstanding Common Units owned, directly or indirectly, by the Corporation will equal on a one-for-one basis the number of outstanding shares of Class A Common Stock; and (iii) in the event the Corporation issues, transfers or delivers from treasury stock or repurchases or redeems the Corporation’s preferred stock in a transaction not contemplated in this Agreement, the Board of Managers and the Corporation shall take all actions such that, after giving effect to all such issuances, transfers, deliveries, repurchases or redemptions, the Corporation, directly or indirectly, holds (in the case of any issuance, transfer or delivery) or ceases to hold (in the case of any repurchase or redemption) equity interests in the Company which (in the good faith determination by the Board of Managers) are in the aggregate substantially economically equivalent to the outstanding preferred stock of the Corporation so issued, transferred, delivered, repurchased or redeemed. (b) Except as otherwise determined by the Board of Managers in its reasonable discretion, the Company and the Corporation shall not undertake any subdivision (by any Unit split, stock split, Unit distribution, stock distribution, reclassification, division, recapitalization or similar event) or combination (by reverse Unit split, reverse stock split, reclassification, division, recapitalization or similar event) of the Common Units, Class A Common Stock or Class B Common Stock that is not accompanied by an identical subdivision or combination of the applicable classes of Units or stock to maintain at all times (x) a one-to-one ratio between the number of Common Units owned, directly or indirectly, by the Corporation and the number of outstanding shares of Class A Common Stock or (y) a one-to-one ratio between the number of Common Units owned by Members (other than the Corporation and its Subsidiaries) and the number of outstanding shares of Class B Common Stock, in each case, unless such action is necessary to maintain at all times a one-to-one ratio between either the number of Common Units owned, directly or indirectly, by the Corporation and the number of outstanding shares of Class A Common Stock or the number of Common Units owned by Members (other than the Corporation and its Subsidiaries) and the number of outstanding shares of Class B Common Stock as contemplated by Section 3.04(a)(i). (c) The Company shall only be permitted to issue additional Common Units or establish other classes or series of Units or other Equity Securities in the Company to the Persons and on the terms and conditions provided for in Section 3.02, Section 3.03, this Section 3.04, Section 3.10 and Section 3.11. Subject to the foregoing, the Board of Managers may cause the Company to issue additional Common Units authorized under this Agreement or establish other classes or series of Units or other Equity Securities in the Company at such times and upon such terms as the Board of Managers shall determine and the Board of Managers shall amend this Agreement as necessary in connection with the issuance of additional Common Units and admission of additional Members under this Section 3.04 without the requirement of any consent or acknowledgement of any other Member. (d) Notwithstanding any other provision of this Agreement, if the Corporation or any of its Subsidiaries (other than the Company and its Subsidiaries) acquires or holds any material amount of cash in excess of any monetary obligations it reasonably anticipates, the Corporation and the Board of Managers may, in their sole discretion, use such excess cash amount in such manner, and make such adjustments to or take such other actions with respect to the capitalization of the Corporation and the Company, as the Corporation and the Board of Managers in good faith determine to be fair and reasonable to the shareholders of the Corporation and to the Members and to preserve the intended economic effect of this Section 3.04, Article XI and the other provisions hereof.

  • Issuance of Additional Partnership Interests The General Partner, in its sole and absolute discretion, may raise all or any portion of the Additional Funds by accepting additional Capital Contributions of cash. The General Partner may also accept additional Capital Contributions of real property or any other non-cash assets. In connection with any such additional Capital Contributions (of cash or property), the General Partner is hereby authorized to cause the Partnership from time to time to issue to Partners (including the General Partner) or other Persons (including, without limitation, in connection with the contribution of tangible or intangible property, services, or other consideration permitted by the Act to the Partnership) additional Partnership Units or other Partnership Interests, which may be Common Units or other Partnership Units issued in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional, conversion, exchange or other special rights, powers, and duties, including rights, powers, and duties senior to then existing Limited Partner Interests, all as shall be determined by the General Partner in its sole and absolute discretion subject to Maryland law, including without limitation, (i) the allocations of items of Partnership income, gain, loss, deduction, and credit to such class or series of Partnership Interests; (ii) the right of each such class or series of Partnership Interests to share in Partnership distributions; (iii) the rights of each such class or series of Partnership Interests upon dissolution and liquidation of the Partnership; and (iv) the right to vote, including, without limitation, the Limited Partner approval rights set forth in Section 11.2.A; provided, that no such additional Partnership Units or other Partnership Interests shall be issued to the General Partner unless either (a) (1) the additional Partnership Interests are issued in connection with the grant, award, or issuance of shares of the General Partner pursuant to Section 4.3.C below, which shares have designations, preferences, and other rights (except voting rights) such that the economic interests attributable to such shares are substantially similar to the designations, preferences and other rights of the additional Partnership Interests issued to the General Partner in accordance with this Section 4.3.B, and (2) the General Partner shall make a Capital Contribution to the Partnership in an amount equal to any net proceeds raised in connection with such issuance, or (b) the additional Partnership Interests are issued to all Partners holding Partnership Interests in the same class in proportion to their respective Percentage Interests in such class or (c) the additional Partnership Interests are issued pursuant to a Stock Plan. The General Partner’s determination that consideration is adequate shall be conclusive insofar as the adequacy of consideration relates to whether the Partnership Interests are validly issued and paid. In the event that the Partnership issues additional Partnership Interests pursuant to this Section 4.3.B, the General Partner shall make such revisions to this Agreement (including but not limited to the revisions described in Section 5.4, Section 6.2.B, and Section 8.6) as it determines are necessary to reflect the issuance of such additional Partnership Interests.