Purchased Units; Capitalization Sample Clauses

Purchased Units; Capitalization. (a) On the Closing Date, the Purchased Units shall have those rights, preferences, privileges and restrictions governing the Series A-2 Units as set forth in the Partnership Agreement. (b) The General Partner is the sole general partner of AMID, with an economic general partner interest in AMID; such general partner interest is the only general partner interest of the Partnership that is issued and outstanding; and such general partner interest has been duly authorized and validly issued. (c) The limited partners of AMID hold LP Units in AMID, represented as of March 6, 2015 by approximately 22,753,974 LP Units; such LP Units are the only limited partner interests of AMID that are issued and outstanding; all of such LP Units have been duly authorized and validly issued pursuant to the Partnership Agreement and are fully paid and nonassessable (except to the extent such nonassessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware LP Act).

Purchased Units; Capitalization. (a) On the Closing Date, the Purchased Units shall have those rights, preferences, privileges and restrictions governing the Common Units as set forth in the Partnership Agreement. (b) The General Partner is the sole general partner of the Partnership, with a 2.0% general partner interest in the Partnership (not including any Series A Preferred Units); such general partner interest is the only general partner interest of the Partnership that is issued and outstanding; and such general partner interest has been duly authorized and validly issued and is owned by the General Partner free and clear of any Liens (except restrictions on transferability contained in the Partnership Agreement). (c) As of the date of this Agreement, prior to the issuance and sale of the Purchased Units, as contemplated hereby, the issued and outstanding limited partner interests of the Partnership consist of 85,681,495 Common Units, 6,000,000 of the Partnership’s 7.25% Series A Cumulative Redeemable Preferred Units (“Series A Preferred Units”) and the Incentive Distribution Rights (as defined in the Partnership Agreement). All outstanding Common Units, Series A Preferred Units and Incentive Distribution Rights and the limited partner interests represented thereby have been duly authorized and validly issued in accordance with the Partnership Agreement and are fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 30, 41, 51 and 60 of the ▇▇▇▇▇▇▇▇ Islands LP Act and the Partnership Agreement). (d) The Common Units are listed on the NYSE, and the Partnership has not received any notice of delisting. (e) The Common Units are, and the Purchased Units will be upon issuance, “covered securities” for purposes of Section 18 of the Securities Act.

Purchased Units; Capitalization. (a) On the Closing Date, the Purchased Units shall have those rights, preferences, privileges and restrictions governing the Common Units as set forth in the Partnership Agreement. (b) The General Partner is the sole general partner of the Partnership and owns a non-economic general partner interest in the Partnership; such non-economic general partner interest has been duly authorized and validly issued in accordance with the Partnership Agreement; and the General Partner owns such non-economic general partner interest free and clear of any Liens. (c) As of the date hereof, the issued and outstanding limited partner interests of the Partnership consist of 75,141,930 Common Units. All outstanding Common Units and the limited partner interests represented thereby have been duly authorized and validly issued in accordance with the Partnership Agreement and are fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the Delaware LP Act). (d) The Common Units are listed on the NYSE, and the Partnership has not received any notice of delisting.

Purchased Units; Capitalization. (a) On the Closing Date, the Purchased Units shall have those rights, preferences, privileges and restrictions governing the Class B Units as set forth in the Partnership Agreement. (b) The General Partner is the sole general partner of Buckeye, with a non-economic general partner interest in Buckeye; such general partner interest is the only general partner interest of the Partnership that is issued and outstanding; and such general partner interest has been duly authorized and validly issued and is owned by the General Partner free and clear of any Liens. (c) The limited partners of Buckeye hold LP Units in Buckeye, represented as of the date hereof by approximately 71.5 million LP Units; such LP Units are the only limited partner interests of Buckeye that are issued and outstanding; all of such LP Units have been duly authorized and validly issued pursuant to the Partnership Agreement and are fully paid and nonassessable (except to the extent such nonassessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware LP Act).

Purchased Units; Capitalization. (a) Except as set forth in this Section 3.2, the Purchased Units have those rights, preferences, privileges and restrictions governing the Common Units as set forth in the Partnership Agreement. (b) Commencing with the quarter ending June 30, 2014, the holders of Purchased Units as of an applicable Record Date shall be entitled to receive distributions in an amount equal to the distribution paid on all of the Common Units. Through the quarterly distribution payable with respect to the quarter ending June 30, 2018, such distributions may be paid in cash, in Distribution Units or a combination thereof, as determined by the Partnership in its sole discretion. If the Partnership elects to pay distributions through the issuance of Distribution Units, the number of Common Units to be issued in connection with a quarterly distribution shall be the quotient of (A) the amount of the quarterly distribution paid on the Common Units by (B) the volume-weighted average price of the Common Units for the thirty (30) trading days immediately preceding the date a quarterly distribution is declared with respect to the Common Units; provided that fractional shares of Common Units shall not be issued to any person (each fractional share of a Common Unit shall be rounded down to the next lower whole Common Unit and the remaining amount of the distribution will be paid in cash, or at the Partnership’s option, it may round the number of Common Units up to the next higher whole Common Unit). Beginning with the quarterly distribution payable with respect to the quarter ending September 30, 2018, the Purchased Units will receive distributions on the same basis as all other Common Units and the Partnership will no longer have the ability to elect to pay quarterly distributions in kind through the issuance of Distribution Units. (c) As of the date hereof and prior to the issuance and sale of the Purchased Units, the issued and outstanding limited partner interests of the Partnership consist of 23,712,550 Common Units. All outstanding Common Units have been duly authorized and validly issued in accordance with the Partnership Agreement and are fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the Delaware LP Act). (d) The Common Units are listed on the NYSE, and the Partnership has not received any notice of delisting.

Purchased Units; Capitalization. (a) The Purchased Units have those rights, preferences, privileges and restrictions governing the Common Units as set forth in the Partnership Agreement. (b) As of the date hereof and prior to the issuance and sale of the Purchased Units, the issued and outstanding limited partner interests of the Partnership consist of 106,027,836 Common Units. All outstanding Common Units and the limited partner interests represented thereby have been duly authorized and validly issued in accordance with the Partnership Agreement and are fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the Delaware LP Act). (c) The Common Units are listed on the NYSE, and the Partnership has not received any notice of delisting. The Purchased Units have been approved for listing on the NYSE, subject to official notice of issuance.

Purchased Units; Capitalization. (a) On the Closing Date, the Purchased Units shall have those rights, preferences, privileges and restrictions governing the Class B Units as set forth in the Partnership Agreement. (b) The General Partner is the sole general partner of the Partnership and owns a non-economic management interest in the Partnership; such non-economic management interest has been duly authorized and validly issued in accordance with the Partnership Agreement; and the General Partner owns such non-economic management interest free and clear of any Liens. (c) As of the date hereof, the issued and outstanding limited partner interests of the Partnership consist of 79,082,088 Common Units. All outstanding Common Units and the limited partner interests represented thereby are duly authorized, validly issued and fully paid (to the extent required by the Partnership Agreement) and nonassessable.

Purchased Units; Capitalization. (a) The Purchased Units have those rights, preferences, privileges and restrictions governing the Common Units as set forth in the Partnership Agreement. (b) As of the date hereof and prior to the issuance and sale of the Purchased Units, the issued and outstanding limited partner interests of the Partnership consist of 35,530,618 Common Units. All outstanding Common Units have been duly authorized and validly issued in accordance with the Partnership Agreement and are fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the Delaware LP Act). (c) The Common Units are listed on the NYSE, and the Partnership has not received any notice of delisting.

Purchased Units; Capitalization. (a) On the Closing Date, the Purchased Units shall have those rights, preferences, privileges and restrictions governing the Common Units as set forth in the Partnership Agreement. (b) The General Partner is the sole general partner of the Partnership, with a 2.0% general partner interest in the Partnership; such general partner interest is the only general partner interest of the Partnership that is issued and outstanding; and such general partner interest has been duly authorized and validly issued and is owned by the General Partner free and clear of any Liens (except restrictions on transferability contained in the Partnership Agreement). (c) As of the date of this Agreement, prior to the issuance and sale of the Purchased Units, as contemplated hereby, the issued and outstanding limited partner interests of the Partnership consist of 63,513,580 Common Units and the Incentive Distribution Rights (as defined in the Partnership Agreement). All outstanding Common Units and Incentive Distribution Rights and the limited partner interests represented thereby have been duly authorized and validly issued in accordance with the Partnership Agreement and are fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 30, 41, 51 and 60 of the ▇▇▇▇▇▇▇▇ Islands LP Act). (d) The Common Units are listed on the NYSE, and the Partnership has not received any notice of delisting.