Exchange of Common Units Sample Clauses

The "Exchange of Common Units" clause defines the terms under which holders of common units in an entity can convert or exchange those units for another form of security, such as shares of stock or other equity interests. Typically, this clause outlines the conditions, timing, and procedures for initiating an exchange, including any required notices, exchange ratios, or limitations. Its core practical function is to provide a clear mechanism for unit holders to realize liquidity or participate in a different class of ownership, thereby ensuring flexibility and predictability in ownership transitions.
Exchange of Common Units. (a) Subject to any restrictions set forth in the Governance Agreement and Section 2.01(b), each Holder shall be entitled from time to time after the second anniversary of this Agreement and upon the terms and subject to the conditions hereof, to surrender Common Units to the Company in exchange (such exchange, an “Exchange” and such Holder, an “Exchanging Holder”) for the delivery by the Company to the Exchanging Holder at the option of the Company of either (i) a number of shares of Common Stock that is equal to the product of the number of Common Units to be Exchanged multiplied by the Exchange Rate, (ii) a Cash Exchange Payment or (iii) a combination of shares of Common Stock and a Cash Exchange Payment; provided that, notwithstanding anything herein to the contrary and subject to Section 2.01(b), each Holder (with a Holder and its Affiliates being treated as a single Holder) shall not be entitled to effect an Exchange (x) upon more than one occasion during any one-hundred-eighty (180) consecutive day period, (y) with respect to fewer than the Minimum Amount of Common Units or (z) with respect to more than the Maximum Amount of Common Units. Simultaneous with any such Exchange (without duplication of any Units otherwise issued in connection with contributions under the LLC Agreement not being conducted under this Agreement), the Company shall issue a number of Common Units to Gazelle Holdco equal to the number of Common Units surrendered in such Exchange. (b) Notwithstanding anything herein to the contrary (i) prior to obtaining the Stockholder Approval, neither the Company nor any Parent Party may effect any Exchange by delivery of shares of Common Stock pursuant to Section 2.01(a)(i), to the extent such Exchange, together with all other Exchanges pursuant to this Agreement, would result in Parent issuing a number of shares of Common Stock in excess of the Cap; provided that, in such event, the Company or Gazelle Holdco, as applicable, shall be deemed to have provided an Election Notice with respect to (and shall make a Cash Exchange Payment for) the number of Common Units the exchange of which would result in Parent issuing shares of Common Stock in excess of the Cap, (ii) neither the Company nor any Parent Party shall be obligated to effect any Exchange for a Cash Exchange Payment in the circumstances described in Section 2.01(b)(i) to the extent that such exchange would constitute a breach or default under a Specified Contract; provided that in such...
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Exchange of Common Units. As soon as reasonably practicable after the Effective Time (but in no event later than three business days after the Effective Time), and without any action by any holder of record of Common Units (other than Sponsor Units), the Paying Agent shall deliver to such holder, (i) a notice of the effectiveness of the Merger and (ii) cash in an amount equal to, subject to Section 2.2(f), (A) the number of Common Units held by such holder of record immediately prior to the Effective Time multiplied by (B) the Merger Consideration to which such holder is entitled under this Article II, and such Common Units shall forthwith be canceled. Until satisfaction of the applicable procedures contemplated by this Section 2.2, each Common Unit (other than Sponsor Units) shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration and any distributions pertaining to Common Units formerly represented by such Common Unit as contemplated by this Article II. No interest shall be paid or shall accrue on the Merger Consideration payable with respect to Common Units pursuant to this Article II.
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Exchange of Common Units. Each Eligible Unit, upon being cancelled in exchange for the right to receive the Merger Consideration pursuant to this Section 3.2, and each certificate formerly representing any of the Eligible Units (each, a “Certificate”) and each book-entry account formerly representing any non-certificated Eligible Units (each, a “Book-Entry Unit”) shall thereafter represent only the right to receive the Merger Consideration with respect to such Eligible Unit(s) and the right, if any, to receive, pursuant to Section 4.5, cash in lieu of fractional shares into which such Eligible Unit(s) have been converted pursuant to this Section 3.2 and any dividends or other distributions pursuant to Section 4.3.
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Related to Exchange of Common Units

  • Sale of Common Stock Subject to the terms and conditions of this Agreement, Company hereby agrees to sell to Purchaser and Purchaser hereby agrees to purchase from Company an aggregate of 110,000 shares of Company's Common Stock (the "Shares"), at the purchase price of $2.06 per share for an aggregate purchase price of $226,600.

  • Registration of Common Stock The Company agrees that prior to the commencement of the Exercise Period, it shall file with the Securities and Exchange Commission a post-effective amendment to the Registration Statement, or a new registration statement, for the registration, under the Act, of, and it shall take such action as is necessary to qualify for sale, in those states in which the Warrants were initially offered by the Company, the Common Stock issuable upon exercise of the Warrants. In either case, the Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement until the expiration of the Warrants in accordance with the provisions of this Agreement. The provisions of this Section 7.4 may not be modified, amended or deleted without the prior written consent of EBC.

  • Exchange of Warrants Upon the surrender by the Registered Holder, properly endorsed, to the Company at the principal office of the Company, the Company will, subject to the provisions of Section 4 hereof, issue and deliver to or upon the order of such Holder, at the Company's expense, a new Warrant or Warrants of like tenor, in the name of the Registered Holder or as the Registered Holder (upon payment by the Registered Holder of any applicable transfer taxes) may direct, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock (or other securities, cash and/or property) then issuable upon exercise of this Warrant.

  • Valid Issuance of Common Stock The Shares, when issued, sold and delivered in accordance with the terms hereof for the consideration expressed herein, will be duly and validly authorized and issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreement and applicable state and federal securities laws.

  • Exchange of Stock (a) The Werke Shareholders agree to transfer to WICK, and WICK agrees to purchase from the Werke Shareholders, all of the Werke Shareholders' right, title and interest in the WERKE Stock, representing 100% of the issued and outstanding stock of WERKE, free and clear of all mortgages, liens, pledges, security interests, restrictions, encumbrances, or adverse claims of any nature. (b) At the Closing (as defined in Section 2 below), upon surrender by the Werke Shareholders of the certificates evidencing the WERKE Stock, duly endorsed for transfer to WICK or accompanied by stock powers executed in blank by the Werke Shareholders, WICK will cause 11,000,000 shares (subject to adjustment for fractionalized shares as set forth below) of the common voting stock, par value $.001 of WICK (the "WICK Stock") to be issued to the Werke Shareholders (or their designees), in full satisfaction of any right or interest which each Shareholder held in the WERKE Stock. The WICK Stock will be issued to the Werke Shareholders on a pro rata basis, in the same proportion as the percentage of their ownership interest in WERKE, as set forth on EXHIBIT A (subject to adjustment as set forth below), at the Closing. As a result of the exchange of the WERKE Stock for the WICK Stock, WERKE will become a wholly owned subsidiary of WICK. (c) EXHIBIT A, may be amended by WERKE at or prior to the Closing in order to give effect to the conversion by STPF of its interest in STWP into equity in WERKE and to reflect other changes in the capital structure of WERKE which may be caused by investment into WERKE by third parties prior to the Closing. Any additional shareholders which are added to EXHIBIT A, at or prior to Closing will agree to be bound by the terms of this Agreement, either directly or by signing the Agreement to Appoint Shareholders Representative attached hereto as EXHIBIT B, however, their failure to do so prior to Closing will not effect the validity or enforceability of this Agreement as between the present parties. In no event shall WICK be required to issue any additional securities, other than as set forth herein, as a result of any changes in the capital structure of WERKE at or prior to the Closing.