GP Conflicts Committee. Prior to the earlier of the Effective Time and the termination of this Agreement, Parent shall not and it shall not permit any of its Subsidiaries to, and it shall not and shall not permit any of its Subsidiaries to take any action intended to cause the Partnership GP to, without the consent of a majority of the then existing members of the GP Conflicts Committee, eliminate the GP Conflicts Committee, revoke or diminish the authority of the GP Conflicts Committee or remove or cause the removal of any director of the Partnership GP that is a member of the GP Conflicts Committee either as a director or as a member of such committee. For the avoidance of doubt, this Section 6.12 shall not apply to the filling, in accordance with the provisions of the Partnership GP LLC Agreement, of any vacancies caused by the resignation, death or incapacity of any such director.
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Samples: Merger Agreement (Oneok Inc /New/), Merger Agreement (Oneok Inc /New/), Merger Agreement (Targa Resources Corp.)
GP Conflicts Committee. Prior to the earlier of the Effective Time and the termination of this Agreement, Parent shall not and it shall not permit any of its Subsidiaries to, and it shall not and shall not permit any of its Subsidiaries to take any action intended to cause the Partnership GP to, without the consent of a majority of the then existing members of the GP Conflicts Committee, eliminate the GP Conflicts Committee, revoke or diminish the authority of the GP Conflicts Committee or remove or cause the removal of any director of the Partnership GP that is a member of the GP Conflicts Committee either as a director or as a member of such committee. For the avoidance of doubt, this Section 6.12 5.145 shall not apply to the filling, in accordance with the provisions of the Partnership GP LLC Agreement, of any vacancies caused by the resignation, death or incapacity of any such director.
Appears in 3 contracts
Samples: Merger Agreement (Kinder Morgan, Inc.), Merger Agreement (Kinder Morgan, Inc.), Merger Agreement (El Paso Pipeline Partners, L.P.)
GP Conflicts Committee. Prior to the earlier of the Effective Time and the termination of this Agreement, Parent shall not not, and it shall not permit any of its Subsidiaries to, and it shall not and shall not permit any of its Subsidiaries to take any action intended to cause the Partnership GP to, without the consent of a majority of the then existing members of the GP Conflicts Committee, eliminate the GP Conflicts Committee, revoke or diminish the authority of the GP Conflicts Committee or remove or cause the removal of any director member of the Partnership GP that is Conflicts Committee, either as a member of the GP Board or the GP Conflicts Committee either as a director or as a member of such committeeCommittee. For the avoidance of doubt, this Section 6.12 6.11 shall not apply to the filling, in accordance with the provisions of the Partnership GP LLC Agreement, of any vacancies caused by the resignation, death or incapacity of any such director.
Appears in 3 contracts
Samples: Merger Agreement, Merger Agreement, Merger Agreement (Valero Energy Partners Lp)
GP Conflicts Committee. Prior to the earlier of the Effective Time and the termination of this Agreement, Parent shall not and it shall not permit any of its Subsidiaries to, and it shall not and shall not permit any of its Subsidiaries to take any action intended to cause the Partnership GP to, without the consent of a majority of the then existing members of the GP Conflicts Committee, eliminate the GP Conflicts Committee, revoke or diminish the authority of the GP Conflicts Committee or remove or cause the removal of any director of the Partnership GP that is a member of the GP Conflicts Committee either as a director or as a member of such committee. For the avoidance of doubt, this Section 6.12 6.11 shall not apply to the filling, in accordance with the provisions of the Partnership GP LLC Agreement, of any vacancies caused by the resignation, death or incapacity of any such director.
Appears in 2 contracts
Samples: Merger Agreement, Merger Agreement (Midcoast Energy Partners, L.P.)
GP Conflicts Committee. Prior to the earlier of the Effective Time and the termination of this Agreement, Parent HPIP shall not not, and it shall not permit any of its Affiliates or Subsidiaries to, and it shall not and shall not permit any of its Subsidiaries to take any action intended to cause the Partnership GP to, without the consent of a majority of the then then-existing members of the GP Conflicts Committee, eliminate the GP Conflicts Committee, add members to the GP Conflicts Committee, revoke or diminish the authority of the GP Conflicts Committee or remove or cause the removal of any director of the Partnership GP that is a member of the GP Conflicts Committee either as a director or as a member of such committee. For the avoidance of doubt, this Section 6.12 6.11 shall not apply to the filling, in accordance with the provisions of the Partnership GP LLC Agreement, of any vacancies caused by the resignation, death or incapacity of any such director.
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GP Conflicts Committee. Prior to the earlier of the Effective Time and the termination of this Agreement, Parent shall not not, and it shall not permit any of its Subsidiaries to, and it shall not and shall not permit any of its Subsidiaries to take any action intended to cause the Partnership GP General Partner to, without the consent of a majority of the then existing members of the GP Conflicts Committee, eliminate the GP Conflicts Committee, revoke or diminish the authority of the GP Conflicts Committee or remove or cause the removal of any director member of the Partnership GP that is Conflicts Committee, either as a member of the GP Board or the GP Conflicts Committee either as a director or as a member of such committeeCommittee. For the avoidance of doubt, this Section 6.12 6.11 shall not apply to the filling, in accordance with the provisions of the Partnership GP General Partner LLC Agreement, of any vacancies caused by the resignation, death or incapacity of any such director.
Appears in 1 contract
Samples: Merger Agreement (Blueknight Energy Partners, L.P.)
GP Conflicts Committee. Prior to the earlier of the Effective Time and the termination of this Agreement, Parent shall not not, and it shall not permit any of its Subsidiaries to, and it shall not and shall not permit any of its Subsidiaries to take any action intended to cause the Partnership GP General Partner to, without the consent of a majority of the then existing members of the GP Conflicts Committee, eliminate the GP Conflicts Committee, revoke or diminish the authority of the GP Conflicts Committee or remove or cause the removal of any director member of the Partnership GP that is Conflicts Committee, either as a member of the GP Board or the GP Conflicts Committee either as a director or as a member of such committeeCommittee. For the avoidance of doubt, this Section 6.12 6.11 shall not apply to the filling, in accordance with the provisions of the Partnership GP General Partner LLC Agreement, of any vacancies caused by the resignation, death or incapacity of any such director.
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GP Conflicts Committee. Prior to the earlier of the Effective Time and the termination of this Agreement, the Parent Entities shall not and it they shall not permit any of its their Subsidiaries to, and it shall not and shall not permit any of its Subsidiaries to take any action intended to cause the Partnership GP to, without the consent of a majority of the then existing members of the GP Conflicts Committee, eliminate the GP Conflicts Committee, revoke or diminish the authority of the GP Conflicts Committee or remove or cause the removal of any director of the Partnership GP that is a member of the GP Conflicts Committee either as a director or as a member of such committee. For the avoidance of doubt, this Section 6.12 shall not apply to the filling, in accordance with the provisions of the Partnership GP LLC Agreement, of any vacancies caused by the resignation, death or incapacity of any such directordirector or any removal of a director for cause.
Appears in 1 contract
Samples: Merger Agreement (PBF Logistics LP)