BCE Aggregator definition
Examples of BCE Aggregator in a sentence
All limited liability company action required to be taken by BCE Aggregator for the authorization, issuance, sale and delivery of the BCE Aggregator Units in connection with the First Contribution, the execution and delivery of the Basic Documents to which BCE Aggregator is a party and the consummation of the transactions contemplated thereby has been validly taken.
Such Contributor acknowledges and understands that (a) the acquisition of the BCE Aggregator Units or Partnership Common Units, as applicable, has not been registered under the Securities Act in reliance on an exemption therefrom and (b) the BCE Aggregator Units or Partnership Common Units, as applicable, will, upon such acquisition, be characterized as “restricted securities” under state and federal securities Laws.
The issuance of the BCE Aggregator Units to the Holdings Contributors in connection with the First Contribution at the Closing does not violate the preemptive rights of any party.
No Holdings Contributor is subject to any liability or other obligation with respect to brokers, finders or investment bankers in connection with or relating to the issuance of the BCE Aggregator Units in connection with the First Contribution or the consummation of the transactions contemplated by this Agreement.
Such Contributor has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the BCE Aggregator Units or Partnership Common Units, as applicable, and is capable of bearing the economic risk of such investment.
There are no Persons entitled to preemptive, statutory or other similar contractual rights to subscribe for any Equity Securities of BCE Aggregator.
BCE Aggregator shall deliver, or cause to be delivered (i) to each Holdings Contributor on the First Closing Date, an executed counterpart of the LLC Agreement and (ii) to any other party thereto on the First Closing Date, any other Basic Documents to which BCE Aggregator is a party, each duly executed by or on behalf of BCE Aggregator.
Such Contributor further acknowledges and understands that the BCE Aggregator Units or Partnership Common Units, as applicable, may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of except pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act, and in compliance with other applicable state and federal securities Laws.
Except for possible permitted transfers subject to the terms of the LLC Agreement or LP Agreement, as applicable, such Contributor is acquiring the BCE Aggregator Units or Partnership Common Units, as applicable, for its own account, for the purpose of investment only and not with a view to, or for sale in connection with, any distribution thereof in violation of applicable securities Laws.
No authorization, consent, approval, waiver, license, qualification or written exemption from, nor any filing, declaration, qualification or registration with, any Governmental Entity or any other Person is required in connection with the execution, delivery or performance by BCE Aggregator of any of the Basic Documents to which BCE Aggregator is a party or BCE Aggregator’s issuance and sale of the BCE Aggregator Units in connection with the First Contribution.