Certain Permitted Withdrawals of Recommendation Sample Clauses

Certain Permitted Withdrawals of Recommendation. Subject to Section 6.4(d), at any time prior to the end of the Unitholder Consent Period, the MLP GP Board may effect, or cause the MLP Entities to effect, as the case may be, a Withdrawal of Recommendation if: (i) the MLP GP Board determines that (A) after complying with Section 6.4(d)(i), a Bona Fide Alternative Proposal constitutes a Superior Proposal or (B) after complying with Section 6.4(d)(ii), an Intervening Event has occurred and is continuing and (ii) the MLP GP Board determines in good faith, after consultation with its outside financial and legal advisors, that the Transactions are not in the best interests of the Unitholders.
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Certain Permitted Withdrawals of Recommendation. Subject to Section 6.13(d), at any time prior to the end of the Unitholder Consent Period, the Company Board may effect, or cause the Company Entities to effect, as the case may be, a Withdrawal of Recommendation if: (i) the Company Board determines that after complying with Section 6.13(d)(i), an Alternative Proposal proposed or offered by an Eligible Person constitutes a Superior Proposal and (ii) the Company Board determines, after consultation with its outside financial and legal advisors, that the Transactions (after taking into account the provision of the Short-Term Credit Facility by an Affiliate of Parent to the Company) are not in the best interests of the Unaffiliated Unitholders.
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Certain Permitted Withdrawals of Recommendation. Subject to Section 6.4(d), at any time prior to obtaining MLP Unitholder Approval, the GP Conflicts Committee may effect, or cause the MLP Entities to effect, as the case may be, a Withdrawal of Recommendation if: (i) the GP Conflicts Committee determines that (A) after complying with Section 6.4(d)(i), a Bona Fide Alternative Proposal constitutes a Superior Proposal or (B) after complying with Section 6.4(d)(ii), an Intervening Event has occurred and is continuing and (ii) the GP Conflicts Committee determines in good faith, after consultation with its outside financial and legal advisors, that approving the Merger would constitute a breach of its duties under the MLP Partnership Agreement, including any duty to act in the best interests of MLP or the Public Unitholders thereunder.
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Related to Certain Permitted Withdrawals of Recommendation

  • Permitted Withdrawals and Transfers from the Distribution Account (a) The Trustee will, from time to time on demand of the Master Servicer or the Securities Administrator, make or cause to be made such withdrawals or transfers from the Distribution Account as the Master Servicer has designated for such transfer or withdrawal pursuant to this Agreement and the Servicing Agreements or as the Securities Administrator has instructed hereunder for the following purposes (limited in the case of amounts due the Master Servicer to those not withdrawn from the Master Servicer Collection Account in accordance with the terms of this Agreement):

  • Actions Permitted without Express Authority The Custodian may in its discretion, without express authority from the applicable Fund on behalf of each applicable Portfolio:

  • Permitted Withdrawals From the Protected Account (a) The Master Servicer may from time to time make withdrawals from the Protected Account for the following purposes:

  • Permitted Withdrawals From Custodial Account The Servicer shall, from time to time, withdraw funds from the Custodial Account for the following purposes:

  • Certain Permitted Transfers The restrictions in this Section 4 will not apply with respect to any Transfer of Carried Shares made (i) pursuant to applicable laws of descent and distribution or to such Person’s legal guardian in the case of any mental incapacity or among such Person’s Family Group, (ii) in connection with the Company’s initial Public Offering of the Common Shares upon the underwriters’ exercise of their option to purchase additional Common Shares to the extent set forth in the Company’s Registration Statement on Form S-1 (Registration No. 333-120444) filed with the Securities and Exchange Commission on November 12, 2004, as amended, or (iii) at such time as the Investors sell Common Shares to any unaffiliated third party, but in the case of this clause (iii) only an amount of shares (the “Transfer Amount”) equal to the lesser of (A) the number of Vested Shares owned by Executive and (B) the number of Common Shares owned by Executive multiplied by a fraction (the “Transfer Fraction”), the numerator of which is the number of Common Shares sold by the Investors in such sale and the denominator of which is the total number of Common Shares held by the Investors prior to the sale; provided that, if at the time of such sale of Common Shares by the Investors, Executive chooses not to Transfer the Transfer Amount, Executive shall retain the right to Transfer an amount of Common Shares at a future date equal to the lesser of (x) the number of Vested Shares owned by Executive at such future date and (y) the number of Common Shares owned by Executive at such future date multiplied by the Transfer Fraction; provided further that the restrictions contained in this Section 4 will continue to be applicable to the Carried Shares after any Transfer of the type referred to in clause (i) above and the transferees of such Carried Shares must agree in writing to be bound by the provisions of this Agreement. Any transferee of Carried Shares pursuant to a Transfer in accordance with the provisions of this Section 4(b)(i) is herein referred to as a “Permitted Transferee.” Upon the Transfer of Carried Shares pursuant to this Section 4(b), the transferring holder of Carried Shares will deliver a written notice (a “Transfer Notice”) to the Company. In the case of a Transfer pursuant to clause (i) hereof, the Transfer Notice will disclose in reasonable detail the identity of the Permitted Transferee(s).

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