Admission as Partner Clause Samples
The 'Admission as Partner' clause defines the process and requirements for bringing a new individual or entity into a partnership as a partner. Typically, this clause outlines the necessary approvals, such as unanimous or majority consent from existing partners, and may specify any conditions or documentation required for admission. By establishing clear procedures and criteria, this clause helps prevent disputes and ensures that all partners are aware of and agree to changes in the partnership's composition.
Admission as Partner. At the Effective Time, (a) by virtue of the Merger, notwithstanding anything to the contrary in the Existing Partnership Agreement, Parent is hereby admitted as the sole limited partner of the Partnership and will hold all limited partner interests in the Partnership, (b) Partnership GP shall continue as the general partner of the Partnership, and (c) the Partnership shall continue without dissolution.
Admission as Partner. At the Effective Time, (a) Parent shall contribute $1.00 and be admitted as the sole limited partner of the Partnership and will hold all limited partner interests in the Partnership, (b) Partnership GP shall continue as the general partner of the Partnership, and (c) the Partnership shall continue without dissolution.
Admission as Partner. At the Effective Time, (a) by virtue of the Merger, notwithstanding anything to the contrary in the Partnership Agreement, Parent is hereby admitted as a Limited Partner of the Partnership and shall be registered as such on the books and records of the Partnership, (b) by virtue of the Merger, Parent and Partnership GP will hold all Limited Partner Interests in the Partnership, (c) the Partnership GP shall continue as the sole general partner of the Partnership holding a non-economic general partner interest in the Partnership pursuant to Section 3.1(b) and (d) the Partnership shall continue without dissolution.
Admission as Partner. At the Effective Time, (a) by virtue of the Merger, notwithstanding anything to the contrary in the Partnership Agreement, NewCo is hereby admitted as a limited partner of the Partnership, (b) NewCo, together with Archrock MLP LP LLC, a Delaware limited liability company and an indirect wholly owned Subsidiary of Parent (“MLP LP LLC”), will hold all of the limited partner interests in the Partnership, (c) the General Partner shall continue as the general partner of the Partnership, (d) the Managing GP shall continue as the general partner of the General Partner and (e) the Partnership shall continue without dissolution.
Admission as Partner. At the Effective Time, (a) NBL will continue as a Limited Partner of the Partnership and hold 62.4% of the limited partner interests in the Partnership, (b) by virtue of the Merger, notwithstanding anything to the contrary in the Partnership Agreement, Holdings will be admitted as a Limited Partner of the Partnership and hold 37.6% of the limited partner interests in the Partnership representing the converted Public Common Units, (c) the General Partner shall continue as the non-economic general partner of the Partnership and (d) the Partnership (as the Surviving Entity) will continue without dissolution.
Admission as Partner. At the Effective Time, (a) Parent will continue as a Limited Partner of the Partnership, (b) by virtue of the Merger and in accordance with the DRULPA, Holdings will be admitted as a Limited Partner of the Partnership, (c) the General Partner will continue as the general partner of the Partnership and (d) the Partnership (as the Surviving Entity) will continue without dissolution.
Admission as Partner. A Person shall be deemed admitted to the Fund as an Additional Limited Partner at the time the conditions specified in Section 4.5(a) are satisfied. The General Partner shall revise the Schedule of Partners to reflect the admission of such Additional Limited Partner.
Admission as Partner. Notwithstanding the voluntary or involuntary sale, transfer, assignment, encumbrance, pledge, conveyance, or other disposition of part or all of any Shares, whether or not in compliance with the provisions of this Article 9, under no circumstances will any actual or purported purchaser, assignee, transferee, successor, creditor, or other party (Transferee) be admitted as a substitute Partner except in accordance with this Section. No Transferee will have any right to vote on or otherwise participate in the affairs of the Company or to receive any information or an accounting of the Company unless and until the Transferee will qualify and be admitted as a Partner in accordance with this Section. A Transferee who is not qualified or admitted as a Partner will be entitled only to the allocations and distributions provided to the Shares in accordance with this Operating Agreement.
9.7.1 The Partners vote for or consent to the Transferee’s admission as a Partner.
9.7.2 The Transferee will furnish to the Company the Transferee’s taxpayer identification number and any and all other information necessary or appropriate for the Company to file all required federal and state tax returns.
9.7.3 The Transferee will execute and deliver to the Company an agreement, in form and substance satisfactory to the Company, by which the Transferee agrees to be bound by all of the terms and provisions of this Operating Agreement and agrees that the Shares acquired by the Transferee will be subject to all of the transfer restrictions under Article 9.
9.7.4 The Partner whose shares are the subject of the transfer or the Transferee will reimburse the Company for all reasonable costs and expenses the Company incurs in connection with the transfer of the Shares and in obtaining compliance with the terms and provisions of this Operating Agreement.
Admission as Partner. At the Effective Time, (a) Parent shall continue as a Limited Partner of the Partnership and hold approximately 60.7% of the limited partner interests in the Partnership, (b) by virtue of the Merger, notwithstanding anything to the contrary in the Partnership Agreement, Holdings shall be admitted as a Limited Partner of the Partnership pursuant to Section 3.1(b) and hold approximately 39.3% of the limited partner interests in the Partnership, (c) the General Partner shall continue as the sole general partner of the Partnership and hold a non-economic general partner interest in the Partnership and (d) the Partnership (as the Surviving Entity) shall continue without dissolution.
Admission as Partner. At the Effective Time, (a) Parent will be admitted as a Limited Partner of the Partnership and hold 46.9% of the limited partner interests in the Partnership representing the converted Public Common Units (as defined below), (b) the General Partner shall continue as the non-economic general partner of the Partnership and (c) the Partnership (as the Surviving Entity) will continue without dissolution.