Issuance of Common Units Sample Clauses

Issuance of Common Units. Upon due exercise of Warrants evidenced by any Warrant Statement in conformity with the foregoing provisions of Section 3.2(c), the Warrant Agent shall, when actions specified in Section 3.2(c)(i) have been effected and any payment specified in Section 3.2(c)(ii) is received (as promptly confirmed in writing by the Company), deliver to the Company the Exercise Form received pursuant to Section 3.2(c)(i), deliver or deposit all funds, in accordance with Section 3.3, received as instructed in writing by the Company and advise the Company by telephone at the end of such day of the amount of funds so deposited to its account. The Company shall thereupon, as promptly as practicable, and in any event within two (2) Business Days after the Exercise Date referred to below, (i) determine the number of Common Units issuable pursuant to exercise of such Warrants (and, if Cashless Exercise applies, in accordance with Section 3.7) and (ii) (x) in the case of exercise of Warrants evidenced by a Global Warrant Certificate, deliver or cause to be delivered to the Recipient (as defined below) in accordance with the Applicable Procedures for Common Units in book-entry form to be so held through the facilities of DTC in an amount equal to, or, if the Common Units may not then be held in book-entry form through the facilities of DTC, Common Units in book entry form in an amount equal to, or duly executed certificates representing, or (y) in the case of exercise of Warrants evidenced by Warrant Statements, execute or cause to be executed and deliver or cause to be delivered to the Recipient (as defined below) Common Units in book entry form in an amount equal to, or a certificate or certificates representing, in case of (x) and (y), the aggregate number of Common Units issuable upon such exercise (based upon the aggregate number of Warrants so exercised), as so determined, together with an amount in cash in lieu of any fractional Common Unit(s), if the Company so elects pursuant to Section 5.2. The Common Units in book-entry form or certificate or certificates representing Common Units so delivered shall be, to the extent possible, in such denomination or denominations as such Holder shall request in the applicable Exercise Form and shall be registered or otherwise placed in the name of, and delivered to, the Holder or, subject to Section 3.4, such other Person as shall be designated by the Holder in such Exercise Form (the Holder or such other Person being referred to herein ...

Issuance of Common Units. The Company is expressly authorized to issue Common Units in the numbers specified in this Section 3.5 without any further act or Consent of any Member.

Issuance of Common Units. (a) The Parent hereby contributes and delivers to the Company, and the Company hereby accepts, the Parent Contribution, free and clear of any and all liens and encumbrances, and, in exchange therefor, the Company hereby issues to the Parent, and the Parent hereby accepts, the Common Units, free and clear of any and all liens and encumbrances (other than liens and encumbrances created by the LLC Agreement or restrictions imposed on transfer under applicable federal and state securities Laws and regulations). (b) To the extent the Parent holds any Cash or Cash Equivalents that are subject to any liens or encumbrances and cannot be transferred to the Company as part of the Parent Contribution on the Effective Date, Parent shall contribute the full amount of such Cash and Cash Equivalents to the Company as soon as such liens or encumbrances are released and such Cash and Cash Equivalents are available for transfer to the Company. The parties acknowledge and agree that the Parent currently expects to contribute approximately $4,300,000 dollars to the Company upon its release on or about April 1, 2025 and an incremental $700,000 to the Company on or about September 1, 2025, for an aggregate incremental contribution to the Company of $5,000,000 pursuant to this Section 1(b). (c) The Parent hereby acknowledges and agrees that (a) the Common Units held by it shall be subject to the terms and conditions of Company’s Amended and Restated Limited Liability Company Agreement, dated as of the date hereof (as in effect from time to time, the “LLC Agreement”), (b) the Parent has been provided a copy of the LLC Agreement and shall be required to become a party to and bound by the LLC Agreement as part of and as a condition to its receipt of any Common Units hereunder or under the Investment Agreement, and (c) the Parent shall sign the LLC Agreement on the date hereof.

Issuance of Common Units. The Common Units included in the Closing Consideration, when issued and delivered to Contributor in accordance with the terms of this Agreement for the consideration described in this Agreement, will have been (i) duly authorized and validly issued by Mammoth, (ii) fully paid and non-assessable, (iii) not subject to any preemptive or similar rights created by any Law or Order to which Mammoth is a party or by which it is bound and (iv) free and clear of all Liens, other than those created by Contributor, including but not limited to those arising from the Underwriting Agreement and arising under applicable securities Laws.

Issuance of Common Units. In partial consideration of the transfer of the assets provided for in Section 1, on the Closing Date, the Operating Partnership shall issue an aggregate of [__________] of its Common Units to [PGI and PGLP]. All such Common Units shall be fully paid and nonassessable.

Issuance of Common Units. The issuance of the Common Units is duly authorized and, upon issuance in accordance with the terms of the Timber Transaction Documents, the Common Units shall be validly issued and free from all preemptive or similar rights (except for those which have been validly waived prior to the date hereof), taxes, liens and charges and other encumbrances with respect to the issue thereof and the Common Units shall be fully paid and nonassessable with the holders being entitled to all rights accorded to a holder of Timber Common Units. Assuming the accuracy of each of the representations and warranties set forth in Section 3 of this Agreement, the offer and issuance by Timber of the Common Units is exempt from registration under the 1933 Act.

Issuance of Common Units. In partial consideration of the transfer of the assets provided for in Section 1, on the Closing Date, the Operating Partnership shall issue (a) an aggregate of 3,465,000 of its Common Units to Prime Transferors and (b) 110,000 of its Common Units to ▇▇▇▇▇▇▇▇▇ subject to the terms of the employment agreement between the Company and ▇▇▇▇▇▇▇▇▇. All such Common Units shall be fully paid and nonassessable.

Issuance of Common Units. If at any time or from time to time the Company shall (except for Permitted Issuances) issue or sell any additional Common Units for a consideration per Unit less than the Fair Market Value Per Unit of such Common Unit then, effective on the date specified below, the Company shall issue to each holder of Purchased Common Units a number of Class B-4 Units (as defined and otherwise described in the LLC Agreement, and herein, the "Antidilution Units") equal to (i) the number of Purchased Common Units held by such holder immediately prior thereto multiplied by (ii) (A) a fraction, the numerator of which shall be the Fair Market Value Per Unit of a Purchased Common Unit, determined immediately prior to the date referred to in the following sentence, and the denominator of which shall be the Fair Market Value Per Unit of a Purchased Common Unit, determined as of the date referred to in the following sentence (and, for purposes of such denominator, the "aggregate proceeds" of the sale referred to in the definition of the term Fair Market Value Per Unit shall be deemed to be equal to the sum of the amount of such "aggregate proceeds" used in computing the numerator of such fraction plus the actual consideration received (or deemed received in accordance with the provisions of this Section 10.02) by the Company in consideration for such additional Common Units), minus (B) one. The date as of which the Fair Market Value Per Unit of such additional Common Units shall be computed shall be the earlier of the date on which the Company shall enter into a firm contract or commitment for the issuance of such additional Common Units or the date of actual issuance of such additional Common Units. No issuance of Antidilution Units shall be made under this Section 10.02(a) upon the issuance of any Common Units which are issued pursuant to the exercise of warrants, options or other subscription or purchase rights (collectively, "Options") or the exercise of any conversion or exchange rights in any Convertible Securities.

Issuance of Common Units. Subject to and in accordance with the respective terms and conditions of this Agreement and the Ultimate Parent Partnership Agreement, at the Closing, the following transactions shall occur contemporaneously but in the following order: (a) Pursuant to the Investor Securities Purchase Agreement, Ultimate Parent shall sell and issue to ABRY, and ABRY shall purchase (i) a quantity of Common Units equal to the Estimated ABRY Common Funding Amount divided by $1.00, for an aggregate purchase price equal to the Estimated ABRY Common Funding Amount, and (ii) a quantity of Preferred Units equal to the Estimated ABRY Preferred Funding Amount divided by $1.00, for an aggregate purchase price equal to the Estimated ABRY Preferred Funding Amount. (b) Grande Holdings and Grande Operating shall consummate the transactions contemplated the Contribution Agreement. (c) Grande Holdings shall contribute, transfer, convey, assign and deliver to the Ultimate Parent all of the issued and outstanding Membership Interests and assign to Ultimate Parent the Grande Operating Agreement, in each case free and clear of all Encumbrances, and in exchange therefor, Ultimate Parent shall issue to the Grande Holdings Investor an amount of Common Units equal to the Estimated Grande Equity Percentage multiplied by the aggregate number of Common Units outstanding on the Closing Date (after giving effect to all issuances on such date and the conversion or exercise of any Equity Security outstanding or issued on such date which is convertible into or exercisable for Common Units). Immediately following such contribution, the Grande Holdings Investor automatically and without any further action on the part of the Grande Holdings Investor or the Ultimate Parent, shall be admitted as a member of Ultimate Parent with respect to the Grande Holdings Investor’s ownership of the Common Units issued to the Grande Holdings Investor. (d) Ultimate Parent shall contribute to the capital of Parent (a) all of the Membership Interests and (b) the Estimated ABRY Common Funding Amount and the Estimated ABRY Preferred Funding Amount, and Parent shall contribute to the capital of Grande Operating the Estimated ABRY Common Funding Amount and the Estimated ABRY Preferred Funding Amount. The parties to this Agreement intend that, for federal income tax purposes, the transfer by Grande Holdings hereunder shall constitute a transfer to the Ultimate Parent described in Section 721 of the Code.