Limited Partner Interests of the Surviving Entity Sample Clauses

Limited Partner Interests of the Surviving Entity. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, the membership interests in Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into a 100% limited partner interest in MLP (as the Surviving Entity). At the Effective Time, the books and records of MLP shall be revised to reflect the admission of Parent as a Limited Partner of MLP and the simultaneous withdrawal of all other Limited Partners of MLP.
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Limited Partner Interests of the Surviving Entity. The membership interests in Merger Sub issued and outstanding immediately prior to the Effective Time will be converted into 100% of the limited partner interests in MLP (as the Surviving Entity). At the Effective Time, the books and records of the Surviving Entity will be revised to reflect the admission of each member of Merger Sub as a Limited Partner of the Surviving Entity (with each such member having a proportionate share of the aggregate Limited Partner Interests in the Surviving Entity equal to such member’s proportionate share of the aggregate membership interests in Merger Sub issued and outstanding immediately prior to the Effective Time) and the simultaneous withdrawal of all other Limited Partners of MLP (as the Surviving Entity).
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Limited Partner Interests of the Surviving Entity. The limited liability company interests in Merger Sub issued and outstanding immediately prior to the Effective Time will be converted into the number of Common Units canceled pursuant to Section 2.1(a) and Section 2.1(b). At the Effective Time, the books and records of the Surviving Entity will be revised to reflect the admission of Parent as the sole Limited Partner of the Surviving Entity and the simultaneous cancellation of all other limited partner interests in MLP (as the Surviving Entity).
Sample 1

Related to Limited Partner Interests of the Surviving Entity

  • General Partnership Interest A number of Partnership Units held by the General Partner equal to one percent (1%) of all outstanding Partnership Units shall be deemed to be the General Partner Partnership Units and shall be the General Partnership Interest. All other Partnership Units held by the General Partner shall be Limited Partnership Interests and shall be held by the General Partner in its capacity as a Limited Partner in the Partnership.

  • Additional Partnership Interests If the Partnership issues Partnership Interests in accordance with Section 4.2 or 4.3, the distribution priorities set forth in Section 5.1 shall be amended, as necessary, to reflect the distribution priority of such Partnership Interests and corresponding amendments shall be made to the provisions of Exhibit B.

  • Transfers of Limited Partnership Interests 9.1 Restrictions on Transfer of Limited Partnership Interests.

  • Right to Acquire Limited Partner Interests (a) Notwithstanding any other provision of this Agreement, if at any time the General Partner and its Affiliates hold more than 80% of the total Limited Partner Interests of any class then Outstanding, the General Partner shall then have the right, which right it may assign and transfer in whole or in part to the Partnership or any Affiliate of the General Partner, exercisable in its sole discretion, to purchase all, but not less than all, of such Limited Partner Interests of such class then Outstanding held by Persons other than the General Partner and its Affiliates, at the greater of (x) the Current Market Price as of the date three days prior to the date that the notice described in Section 15.1(b) is mailed and (y) the highest price paid by the General Partner or any of its Affiliates for any such Limited Partner Interest of such class purchased during the 90-day period preceding the date that the notice described in Section 15.1(b) is mailed.

  • Transfers of Partnership Interests Except as the Partners may otherwise agree from time to time, a Partner may not Transfer all or any part of its Partnership Interest without the Consent of each other Partner, which Consent may be withheld in the sole discretion of each such other Partner.

  • Nature of Limited Partner Interests All Limited Partner Interests issued pursuant to, and in accordance with the requirements of, this Article V shall be fully paid and non-assessable Limited Partner Interests in the Partnership, except as such non-assessability may be affected by Sections 17-303, 17-607 or 17-804 of the Delaware Act.

  • Substituted Limited Partners A. No Limited Partner shall have the right to substitute a transferee as a Limited Partner in his or her place (including any transferee permitted by Section 11.3). The General Partner shall, however, have the right to consent to the admission of a transferee of the interest of a Limited Partner pursuant to this Section 11.4 as a Substituted Limited Partner, which consent may be given or withheld by the General Partner in its sole and absolute discretion. The General Partner’s failure or refusal to permit a transferee of any such interests to become a Substituted Limited Partner shall not give rise to any cause of action against the Partnership or any Partner.

  • Substituted Limited Partner In the event a Limited Partner transfers all or any part of such Limited Partner’s Limited Partnership Interest in compliance with the provisions of this Article VIII, the transferee of the Limited Partner shall take such Limited Partnership Interest subject to all of the terms and conditions of this Agreement, shall not be considered to have title to such Limited Partnership Interest and shall not have the right to be admitted to the Partnership as a substituted Limited Partner of the Partnership unless the transferring Limited Partner has given the transferee such right and unless:

  • Certification of Limited Liability Company and Limited Partnership Interests Each interest in any limited liability company or limited partnership controlled by any Grantor and pledged hereunder shall be represented by a certificate, shall be a “security” within the meaning of Article 8 of the New York UCC and shall be governed by Article 8 of the New York UCC.

  • Partnership and Limited Liability Company Interests Except as previously disclosed to the Administrative Agent, none of the Collateral consisting of an interest in a partnership or a limited liability company (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a Security governed by Article 8 of the UCC, (iii) is an Investment Company Security, (iv) is held in a Securities Account or (v) constitutes a Security or a Financial Asset.

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