Trust Units Clause Samples

Trust Units. For Trust Certificates that can together constitute a whole Trust Unit (i.e., for each one (1) Dividend Certificate and one (1) Asset Certificate) held by a Registered Owner as of the Record Date, that Registered Owner would receive such number and type of Spin-Off Securities distributed to the Trust with respect to one (1) Underlying Share (the “Trust Unit Spin Distribution”). Unbalanced Certificates: For Unbalanced Certificates, the Trust Administrator will instruct the Custodian to sell the Spin-Off Securities distributed to the Trust that remain after making the Trust Unit Spin Distribution described above. The cash received from such sale will then be distributed to those Registered Owners who as of the Record Date held Unbalanced Certificates, allocated between the Dividend Certificates and the Asset Certificates based on the VWAP Fractions, in cash or Stablecoins, as applicable, as a Cash Distribution. Any cash that the Subject Corporation distributes to the Trust in lieu of fractional Spin-Off Securities that otherwise would have been distributed to the Trust in the Spin-Off will be distributed to holders of Dividend Certificates and Asset Certificates, allocated between the Dividend Certificates and the Asset Certificates based on the VWAP Fractions, in cash or Stablecoins, as applicable, as a Cash Distribution. As a condition to receiving any distribution described above, each Registered Owner that is entitled to receive a Trust Unit Spin Distribution or Cash Distribution will be required to pay the Redemption Fee pursuant to Section 5.13(b) of the Agreement (but reduced to 50 basis points (0.50%) and calculated based on the aggregate Value as of the Record Date of the Spin-Off Securities, cash, and Stablecoins distributed), and any expenses required to be paid by such Registered Owner to the Trust Administrator pursuant to the Agreement, and the Trust Administrator will withhold any taxes required to be withheld. If not otherwise specified by a Registered Owner in advance, the Trust Administrator will withhold from the distribution to such Registered Owner an amount of cash, Stablecoins, and/or Spin-Off Securities that, when sold by the Trust Administrator, would be sufficient, together with any such any such cash or Stablecoins withheld, to pay the Redemption Fee and any such expenses or taxes. Opt-In to New Trust Holding Spin-Off Securities: The Trust Administrator may determine, in its sole discretion, to offer holders of Trust Certificates t...

Trust Units. 1.1. The Underwriter shall cause the Trust to make Units available for purchase by the Company and shall execute orders placed for each Account on a daily basis at the net asset value next computed after receipt by the Trust or its designee of such order. For purposes of this Section 1.1, the Company shall be the designee of the Trust and Underwriter for receipt of such orders from each Account and receipt by such designee shall constitute receipt by the Trust; provided that the Trust receives notice of such order by 9:00 a.m. CST time on the next following Business Day. "Business Day" shall mean any day on which the New York Stock Exchange is open for trading and on which the Trust calculates its net asset value pursuant to the rules of the Securities and Exchange Commission, as set forth in the Trust's prospectus. Notwithstanding the foregoing, the Trust may refuse to sell Units to any person (including the Company and the Accounts) or suspend or terminate the offering of Units if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of the Underwriter acting in good faith and in light of its fiduciary duties under federal and any applicable state laws, necessary in the best interest of the holders of Units.

Trust Units. The beneficial interests in the Trust shall constitute a single class of Units, which may be represented by instalment receipts. The number of Units which the Trust may issue is unlimited. Each Unit when issued shall vest indefeasibly in the holder thereof. The issued and outstanding Units may be subdivided or consolidated from time to time by the Trustees.

Trust Units. Advantage Trust and ExchangeCo hereby represent, warrant and covenant that the Trust Units issuable as described herein will be duly authorized and validly issued as fully paid and non-assessable and shall be free and clear of any lien, claim or encumbrance. Advantage Trust hereby represents, warrants and covenants that it has irrevocably reserved for issuance and will at all times keep available, free from pre-emptive and other rights, out of its authorized and unissued Trust Units such number of Trust Units (or other units or securities into which Trust Units may be reclassified or changed as contemplated by Section 2.6 of the Support Agreement) (i) as is equal to the sum of the number of Trust Units issuable upon the redemption, retraction or exchange of all (A) Exchangeable Shares issued and outstanding from time to time and (B) Exchangeable Shares issuable upon the exercise of all rights to acquire Exchangeable Shares outstanding from time to time and (ii) as are now and may hereafter be required to enable and permit AOG to meet its obligations hereunder, under the Support Agreement, under the Share Provisions and under any other security or commitment pursuant to the offer with respect to which Advantage Trust may now or hereafter be required to issue Trust Units.

Trust Units. (a) At such time or times as any Equity Interests shall be deposited under Section 2.01 or 2.02, the Trustee shall issue to the Beneficiary depositing such Equity Interest one Trust Unit to represent each share of Equity Interests so deposited. (b) The ownership of Trust Units by the Beneficiaries shall be recorded and reflected in the books and records of the Trustee, and physical certificates representing Trust Units will not be issued.

Trust Units. Seller holds of record and owns beneficially the Trust Units of record and, free and clear of any restrictions on transfer (other than any restrictions on the Trust Units under the Securities Act of 1933 (the, “Securities Act”) and state securities laws), taxes, Liens, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands. Seller is not a party to any option, warrant, purchase right, or other contract or commitment that could require Seller to sell, transfer, or otherwise dispose of any of the Trust Unit ​(other than pursuant to this Agreement and the Operating Agreement). Except as required to be delivered at Closing pursuant to this Agreement, Seller is not required to give any notice to or obtain any consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the transactions contemplated hereby.

Trust Units. Each Trust Unit shall represent a proportionate, undivided beneficial ownership interest in the Trust and shall confer the right to one vote at any meeting of Unitholders and to participate pro rata in any distributions by the Trust, whether of net income, Net Realized Capital Gains of the Trust or other amounts, and, in the event of termination or winding-up of the Trust, in the net assets of the Trust remaining after satisfaction of all liabilities. No Trust Unit shall have any preference or priority over any other. Trust Units shall rank among themselves equally and rateably without discrimination, preference or priority.

Trust Units. The holder of the LMI Interest shall be issued Class C Trust Units in an amount equal to the liquidation preference attributable to the shares of preferred stock of HIGI owned by such holder as of the Effective Date. The stated value of each Liquidating Trust Unit shall be one dollar. To the extent that the Plan provides for interest to accrue on or with respect to a Claim or Class of Claims, the holders of such Claims and the corresponding Liquidating Trust Units shall accrue and, from time to time, shall be issued additional Liquidating Trust Units on the basis of one Liquidating Trust Unit for every dollar of interest accrued. Notwithstanding any other provisions of this Trust Agreement or the Plan, only whole numbers of Liquidating Trust Units shall be issued and all Claims, and any interest accruing on Claim, shall be rounded to the nearest dollar.

Trust Units. Prior to the Effective Time, Parent shall cause a trust to be created pursuant to a trust agreement in form and substance reasonably satisfactory to the Parties hereto (the "TRUST"). After the Effective Time, Parent shall distribute units in the Trust ("TRUST UNITS") to holders of shares of the Common Stock of Company that elect to receive such units ("ELECTING SHAREHOLDERS") as a part of the Merger Consideration. After the Effective Time but on or before the date Parent causes the Trust to issue the Trust Units to the Electing Shareholders, Parent shall cause Company or its Subsidiaries to enter into the Master Conveyance of Overriding Royalty Interest in the form of EXHIBIT D attached hereto (the "MASTER CONVEYANCE") and convey the overriding royalty interest contemplated by the Master Conveyance to the Trust pursuant to the conveyances referred to in the Master Conveyance in consideration for the issuance by the Trust to Parent of such number of Trust units which, in the aggregate, would represent ownership of the entire beneficial interest in the assets of the Trust, which conveyance shall be effective as of the Effective Time.