Common use of GP Conflicts Committee Clause in Contracts

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.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Oneok Inc /New/), Agreement and Plan of Merger (Oneok Inc /New/), Agreement and Plan of Merger (Targa Resources Corp.)

AutoNDA by SimpleDocs

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: Agreement and Plan of Merger (Kinder Morgan, Inc.), Agreement and Plan of Merger (El Paso Pipeline Partners, L.P.), Agreement and Plan of Merger (Kinder Morgan, Inc.)

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: Agreement and Plan of Merger, Agreement and Plan of Merger (Midcoast Energy Partners, L.P.)

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: Agreement and Plan of Merger (PBF Logistics LP)

AutoNDA by SimpleDocs

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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (American Midstream Partners, LP)

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: Agreement and Plan of Merger (Martin Midstream Partners L.P.)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!