Issuer Share/Target Unit Exchange Clause Samples

Issuer Share/Target Unit Exchange. Issuer Acquires Target: 40,000,000 Issuer Shares will be issued to the Target Members in exchange for all of the issued and outstanding Target Units, as follows: i) 40,000,000 Issuer Shares will be exchanged by the holder thereof free and clear of all liens, claims and encumbrances for all of the issued and outstanding fully paid and non-assessable Target Units and the name of each holder will be removed from the central securities register of Issuer and set out together with his/her/its sharing ratio in an amendment to the Target Operating Agreement; ii) each Issuer Shareholder shall, without any further action on his or her part, be deemed to have executed and delivered any necessary transfer form, power of attorney or assignment required to transfer such holder’s Issuer Shares to Target; and iii) the certificates representing the Issuer Shares held by the former Issuer Shareholders will be deemed to have been cancelled subsequent to their transfer to Target and will be replaced by a single share certificate registered in the name of Target and Target will be (and will be deemed to be) the lawful owner and transferee of all such Issuer Shares; thereafter, any Target Manager will be authorized to execute all such further documents and assurances as may be required by any transfer agent or depositary to give full effect to the transfer, share exchange and cancellations contemplated hereby;
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Issuer Share/Target Unit Exchange. Issuer Acquires Target: 40,000,000 Issuer Shares will be issued to the Target Members in exchange for all of the issued and outstanding Target Units, as follows: i) 40,000,000 Issuer Shares will be exchanged by the holder thereof free and clear of all liens, claims and encumbrances for all of the issued and outstanding fully paid and non-assessable Target Units and the name of each holder will be removed from the central securities register of Issuer and set out together with his/her/its sharing ratio in an amendment to the Target Operating Agreement;
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Related to Issuer Share/Target Unit Exchange

  • Purchase or Sale of Partnership Securities The General Partner may cause the Partnership to purchase or otherwise acquire Partnership Securities; provided that, except as permitted pursuant to Section 4.10, the General Partner may not cause any Group Member to purchase Subordinated Units during the Subordination Period. As long as Partnership Securities are held by any Group Member, such Partnership Securities shall not be considered Outstanding for any purpose, except as otherwise provided herein. The General Partner or any Affiliate of the General Partner may also purchase or otherwise acquire and sell or otherwise dispose of Partnership Securities for its own account, subject to the provisions of Articles IV and X.

  • Merger Sub Common Stock At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • Class A Units If a Warrantholder exercises Warrants in connection with a tender offer for settlement prior to the First Regular Call Date, each Class A Unit called in connection with such exercise shall receive, in addition to principal and accrued interest, $1.50 per Class A Unit from the proceeds of the Warrant exercise. Class B Payments: If a Warrantholder exercises Warrants, then the Class B Units designated to be called in connection with such exercise shall receive the corresponding portion of the Class B Present Value Amount, adjusted for accrued Class B Payments on the Class B Units otherwise paid. If the Underlying Security Issuer redeems Underlying Securities and the previous paragraph does not apply, then the Class B Units designated for a redemption in connection with such redemption of Underlying Securities shall receive the amount with respect to the Class B Present Value Amount allocated for distribution in accordance with the applicable provisions of the Distribution Priorities below, paid as of the date of such redemption as an additional distribution.

  • Common Shares 4 Company...................................................................................... 4

  • Common Units The capital structure of the Company shall consist of one class of common interests (the "Common Units"). The Company shall have authority to issue one thousand (1,000) Common Units. Each Common Unit shall have one vote and shall otherwise be identical with each other Common Unit in every respect.