Common use of Approval by Members of Merger, Consolidation or Conversion Clause in Contracts

Approval by Members of Merger, Consolidation or Conversion. (a) The Board, upon its approval of the Merger Agreement or Plan of Conversion, as the case may be, shall direct that the Merger Agreement or the Plan of Conversion, as applicable, be submitted to a vote of the Members, whether at a meeting or by written consent. A copy or a summary of the Merger Agreement or the Plan of Conversion, as applicable, shall be included in or enclosed with the notice of a special meeting or the written consent. (b) The Merger Agreement or the Plan of Conversion, as applicable, shall be approved upon receiving the affirmative vote or consent of Members representing a Majority Interest. (c) After such approval by vote or consent of the Members, and at any time prior to the filing of the certificate of merger, consolidation or conversion pursuant to Section 13.4, the merger, consolidation or conversion may be abandoned pursuant to provisions therefor, if any, set forth in the Merger Agreement or the Plan of Conversion, as the case may be.

Appears in 12 contracts

Samples: Limited Liability Company Agreement (Andeavor Logistics Lp), Limited Liability Company Agreement (Tesoro Logistics Lp), Limited Liability Company Agreement

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Approval by Members of Merger, Consolidation or Conversion. (a) The Board, upon its approval of the Merger Agreement or Plan of Conversion, as the case may be, shall direct that the Merger Agreement or the Plan of Conversion, as applicable, be submitted to a vote of the Members, whether at a meeting or by written consent. A copy or a summary of the Merger Agreement or the Plan of Conversion, as applicable, shall be included in or enclosed with the notice of a special meeting or the written consent. (b) The Merger Agreement or the Plan of Conversion, as applicable, shall be approved upon receiving by the affirmative vote or consent of Members representing a Majority InterestMembers. (c) After such approval by vote or consent of the Members, and at any time prior to the filing of the certificate of merger, consolidation or conversion pursuant to Section 13.4, the merger, consolidation or conversion may be abandoned pursuant to provisions therefor, if any, set forth in the Merger Agreement or the Plan of Conversion, as the case may be.

Appears in 10 contracts

Samples: Limited Liability Company Agreement (Kimbell Royalty Partners, LP), Limited Liability Company Agreement (Kimbell Royalty Partners, LP), Limited Liability Company Agreement

Approval by Members of Merger, Consolidation or Conversion. (a) The Board, upon its approval of the Merger Agreement or Plan of Conversion, as the case may be, shall direct that the Merger Agreement or the Plan of Conversion, as applicable, be submitted to a vote of the Members, whether at a meeting or by written consent. A copy or a summary of the Merger Agreement or the Plan of Conversion, as applicable, shall be included in or enclosed with the notice of a special meeting or the solicitation of written consentconsent or consent by electronic transmission. (b) The Merger Agreement or the Plan of Conversion, as applicable, shall be approved upon receiving the affirmative vote or consent of Members representing a Majority Interest. (c) After such approval by vote or consent of the Members, and at any time prior to the filing of the certificate of merger, consolidation merger or conversion pursuant to Section 13.4, the merger, consolidation or conversion may be abandoned pursuant to provisions therefor, if any, set forth in the Merger Agreement or the Plan of Conversion, as the case may be.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (USA Compression Partners, LP), Limited Liability Company Agreement (USA Compression Partners, LP), Limited Liability Company Agreement

Approval by Members of Merger, Consolidation or Conversion. (a) The Board, upon its approval of the Merger Agreement or Plan of Conversion, as the case may be, shall direct that the Merger Agreement or the Plan of Conversion, as applicable, be submitted to a vote of the Members, whether at a meeting or by written consent. A copy or a summary of the Merger Agreement or the Plan of Conversion, as applicable, shall be included in or enclosed with the notice of a special meeting or the written consent. (b) The Merger Agreement or the Plan of Conversion, as applicable, shall be approved upon receiving the affirmative vote or consent of Members owning Membership Interests representing a Majority Interest. (c) After such approval by vote or consent of the Members, and at any time prior to the filing of the certificate of merger, consolidation or conversion pursuant to Section 13.4, the merger, consolidation or conversion may be abandoned pursuant to provisions therefor, if any, set forth in the Merger Agreement or the Plan of Conversion, as the case may be.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Atlas Growth Partners, L.P.)

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Approval by Members of Merger, Consolidation or Conversion. (a) The Board, upon its approval of the Merger Agreement or Plan of Conversion, as the case may be, shall direct that the Merger Agreement or the Plan of Conversion, as applicable, be submitted to a vote of the Members, whether at a meeting or by written consent. A copy or a summary of the Merger Agreement or the Plan of Conversion, as applicable, shall be included in or enclosed with the notice of a special meeting or the solicitation of written consentconsent or consent by electronic transmission. (b) The Merger Agreement or the Plan of Conversion, as applicable, shall be approved upon receiving the affirmative vote or consent of Members representing a Majority Interest. (c) After such approval by vote or consent of the Members, and at any time prior to the filing of the certificate of merger, consolidation merger or conversion pursuant to Section 13.412.4, the merger, consolidation or conversion may be abandoned pursuant to provisions therefor, if any, set forth in the Merger Agreement or the Plan of Conversion, as the case may be.

Appears in 1 contract

Samples: Limited Liability Company Agreement (CSI Compressco LP)

Approval by Members of Merger, Consolidation or Conversion. (a4) The Board, upon its approval of the Merger Agreement or Plan of Conversion, as the case may be, shall direct that the Merger Agreement or the Plan of Conversion, as applicable, be submitted to a vote of the Members, whether at a meeting or by written consent. A copy or a summary of the Merger Agreement or the Plan of Conversion, as applicable, shall be included in or enclosed with the notice of a special meeting or the written consent. (b5) The Merger Agreement or the Plan of Conversion, as applicable, shall be approved upon receiving the affirmative vote or consent of Members representing a Majority Interest. (c6) After such approval by vote or consent of the Members, and at any time prior to the filing of the certificate of merger, consolidation or conversion pursuant to Section 13.4, the merger, consolidation or conversion may be abandoned pursuant to provisions therefor, if any, set forth in the Merger Agreement or the Plan of Conversion, as the case may be.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Delek Logistics Partners, LP)

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