Conflicts Committees. (a) Prior to the Effective Time, none of the ETP Entities shall, without the consent of the ETP Conflicts Committee, eliminate the ETP Conflicts Committee, or revoke or diminish the authority of the ETP Conflicts Committee, or remove or cause the removal of any director of the ETP Managing GP Board that is a member of the ETP Conflicts Committee either as a member of the ETP Managing GP Board or the ETP Conflicts Committee, without the affirmative vote of the ETP Conflicts Committee. For the avoidance of doubt, this Section 5.15(a) shall not apply to the filling of any vacancies caused by the death, incapacity or resignation of any director in accordance with the provisions of the ETP Managing GP Agreement. (b) Prior to the Effective Time, none of the SXL Entities shall, without the consent of the SXL Conflicts Committee, eliminate the SXL Conflicts Committee, or revoke or diminish the authority of the SXL Conflicts Committee, or remove or cause the removal of any director of the SXL GP Board that is a member of the SXL Conflicts Committee either as a member of the SXL GP Board or the SXL Conflicts Committee, without the affirmative vote of the SXL Conflicts Committee. For the avoidance of doubt, this Section 5.15(b) shall not apply to the filling of any vacancies caused by the death, incapacity or resignation of any director in accordance with the provisions of the SXL GP Agreement.
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Samples: Merger Agreement (Sunoco Logistics Partners L.P.), Merger Agreement (Energy Transfer Partners, L.P.), Merger Agreement
Conflicts Committees. (a) Prior to the Effective Time, none of the ETP MLP Entities shall, without the consent of the ETP MLP Conflicts Committee, eliminate the ETP MLP Conflicts Committee, or revoke or diminish the authority of the ETP MLP Conflicts Committee, or remove or cause the removal of any director of the ETP MLP Managing GP Board that is a member of the ETP MLP Conflicts Committee either as a member of the ETP MLP Managing GP Board or the ETP MLP Conflicts Committee, without the affirmative vote of the ETP members of the MLP Managing GP Board, including the affirmative vote of the other members of the MLP Conflicts Committee. For the avoidance of doubt, this Section 5.15(a5.16(a) shall not apply to the filling of any vacancies caused by the death, incapacity or resignation of any director in accordance with the provisions of the ETP Managing GP MLP Partnership Agreement.
(b) Prior to the Effective Time, none of the SXL Parent Entities shall, without the consent of the SXL Parent Conflicts Committee, eliminate the SXL Parent Conflicts Committee, or revoke or diminish the authority of the SXL Parent Conflicts Committee, or remove or cause the removal of any director of the SXL Parent Managing GP Board that is a member of the SXL Parent Conflicts Committee either as a member of the SXL Parent Managing GP Board or the SXL Parent Conflicts Committee, without the affirmative vote of the SXL members of the Parent Managing GP Board, including the affirmative vote of the other members of the Parent Conflicts Committee. For the avoidance of doubt, this Section 5.15(b5.16(b) shall not apply to the filling of any vacancies caused by the death, incapacity or resignation of any director in accordance with the provisions of the SXL GP Parent Partnership Agreement.
Appears in 3 contracts
Samples: Merger Agreement, Merger Agreement (Energy Transfer Partners, L.P.), Merger Agreement (Regency Energy Partners LP)
Conflicts Committees. (a) Prior to the Effective Time, none of the (i) ETP Entities shallManaging GP shall not, without the consent of the ETP Conflicts Committee, eliminate the ETP Conflicts Committee, or revoke or diminish the authority of the ETP Conflicts Committee, Committee or remove or cause the removal of any director of the ETP Managing GP Board that is a member of the ETP Conflicts Committee either as a member of the ETP Managing GP Board or the ETP Conflicts Committee, and (ii) ETE shall not, without the affirmative vote consent of the ETP Conflicts Committee, remove or cause the removal of any director of the ETP Managing GP Board that is a member of the ETP Conflicts Committee either as a member of the ETP Managing GP Board or the ETP Conflicts Committee. For the avoidance of doubt, this Section 5.15(a) shall not apply to the filling of any vacancies caused by the death, incapacity or resignation of any director in accordance with the provisions of the ETP Managing GP Agreement.
(b) Prior to the Effective Time, none of the SXL Entities shallETE GP shall not, without the consent of the SXL ETE Conflicts Committee, eliminate the SXL ETE Conflicts Committee, or revoke or diminish the authority of the SXL ETE Conflicts Committee, Committee or remove or cause the removal of any director of the SXL ETE GP Board that is a member of the SXL ETE Conflicts Committee either as a member of the SXL ETE GP Board or the SXL ETE Conflicts Committee, without the affirmative vote of the SXL ETE Conflicts Committee. For the avoidance of doubt, this Section 5.15(b) shall not apply to the filling of any vacancies caused by the death, incapacity or resignation of any director in accordance with the provisions of the SXL ETE GP Agreement.
Appears in 2 contracts
Samples: Merger Agreement, Merger Agreement (Energy Transfer Partners, L.P.)
Conflicts Committees. (a) Prior to the Effective Time, none of the ETP Entities shallEQT shall not, and shall cause its Subsidiaries not to, without the consent of the ETP RMP Conflicts Committee, eliminate the ETP RMP Conflicts Committee, or revoke or diminish the authority of the ETP RMP Conflicts Committee, or remove or cause the removal of any director of the ETP Managing RMP GP Board that is a member of the ETP RMP Conflicts Committee either as a member of the ETP Managing RMP GP Board or the ETP RMP Conflicts Committee, without the affirmative vote of the ETP RMP Conflicts Committee. For the avoidance of doubt, this Section 5.15(a) shall not apply to the filling of any vacancies caused by the death, incapacity or resignation of any director in accordance with the provisions of the ETP Managing RMP GP Agreement.
(b) Prior to the Effective Time, none of the SXL Entities shallEQT shall not, and shall cause its Subsidiaries not to, without the consent of the SXL EQM Conflicts Committee, eliminate the SXL EQM Conflicts Committee, or revoke or diminish the authority of the SXL EQM Conflicts Committee, or remove or cause the removal of any director of the SXL EQM GP Board that is a member of the SXL EQM Conflicts Committee either as a member of the SXL EQM GP Board or the SXL EQM Conflicts Committee, without the affirmative vote of the SXL EQM Conflicts Committee. For the avoidance of doubt, this Section 5.15(b) shall not apply to the filling of any vacancies caused by the death, incapacity or resignation of any director in accordance with the provisions of the SXL EQM GP Agreement.
(c) EQT represents and warrants to EQM and RMP, respectively, that it has provided to the EQM Conflicts Committee and the RMP Conflicts Committee a true, correct and complete copy of the IDR Purchase and Sale Agreement (including any amendments thereto), and neither EQT nor RMGH is a party to or bound by any agreement that would modify any of their respective rights under the IDR Purchase and Sale Agreement.
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