Procedure for Merger, Consolidation or Conversion. A merger, consolidation or conversion of the Company pursuant to this Article X requires the prior approval of the Manager. (a) If the Manager shall determine to consent to the merger or consolidation, the Manager shall approve the Merger Agreement, which shall set forth: (i) the names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate; (ii) the name and jurisdiction of formation or organization of the business entity that is to survive the proposed merger or consolidation (the “Surviving Business Entity”); (iii) the terms and conditions of the proposed merger or consolidation; (iv) the manner and basis of exchanging or converting the rights or securities of, or interests in, each constituent business entity for, or into, cash, property, rights, or securities of or interests in, the Surviving Business Entity; and if any rights or securities of, or interests in, any constituent business entity are not to be exchanged or converted solely for, or into, cash, property, rights, or securities of or interests in, the Surviving Business Entity, the cash, property, rights, or securities of or interests in, any limited liability company or other business entity which the holders of such rights, securities or interests are to receive, if any; (v) a statement of any changes in the constituent documents or the adoption of new constituent documents (the certificate of formation or limited liability company agreement, articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership or other similar charter or governing document) of the Surviving Business Entity to be effected by such merger or consolidation; (vi) the effective time of the merger or consolidation, which may be the date of the filing of the certificate of merger or consolidation pursuant to Section 10.4 or a later date specified in or determinable in accordance with the Merger Agreement (provided, that if the effective time of the merger or consolidation is to be later than the date of the filing of the certificate of merger or consolidation, the effective time shall be fixed no later than the time of the filing of the certificate of merger or consolidation or the time stated therein); and (vii) such other provisions with respect to the proposed merger or consolidation that the Manager determines to be necessary or appropriate. (b) If the Manager shall determine to consent to the conversion, the Manager may approve and adopt a Plan of Conversion containing such terms and conditions that the Manager determines to be necessary or appropriate. (c) The Members hereby acknowledge and agree that they shall have no right or opportunity to approve a merger, consolidation, conversion, sale of substantially all assets or other significant transaction involving the Company authorized and approved by the Manager, unless required by applicable laws or regulations.
Appears in 53 contracts
Samples: Operating Agreement (Groundfloor Loans 1, LLC), Operating Agreement (Groundfloor Loans 1, LLC), Operating Agreement (Arrived Debt Fund, LLC)
Procedure for Merger, Consolidation or Conversion. A (a) Merger, consolidation or conversion of the Partnership pursuant to this Article XIV requires the approval of the Board of Directors and the prior consent of the General Partner; provided, however, that, to the fullest extent permitted by law, neither the Board of Directors nor the General Partner shall have a duty or obligation to consent to any merger, consolidation or conversion of the Company Partnership and may decline to do so free of any fiduciary duty or obligation whatsoever to the Partnership or any Limited Partner and, in declining to consent to a merger, consolidation or conversion, shall not be required to act in good faith or pursuant to any other standard imposed by this Article X requires Agreement, any Group Member Agreement, any other agreement contemplated hereby or under the prior approval of the ManagerXxxxxxxx Islands Act or any other law, rule or regulation or at equity.
(ab) If the Manager Board of Directors and the General Partner shall determine to consent to the merger merger, consolidation or consolidationconversion, the Manager Board of Directors and the General Partner shall approve the Merger Agreement, which shall set forth:
(i) the names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(ii) the name and jurisdiction of formation or organization of the business entity that is to survive the proposed merger or consolidation (the “Surviving Business Entity”);
(iii) the terms and conditions of the proposed merger or consolidation;
(iv) the manner and basis of exchanging or converting the rights or equity securities of, or interests in, of each constituent business entity for, or into, cash, propertyproperty or interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity; and (A) if any interests, securities or rights or securities of, or interests in, of any constituent business entity are not to be exchanged or converted solely for, or into, cash, propertyproperty or interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity, the cash, propertyproperty or interests, rights, securities or securities obligations of any general or interests inlimited partnership, any corporation, trust, limited liability company company, unincorporated business or other business entity Person (other than the Surviving Business Entity) which the holders of such interests, securities or rights are to receive in exchange for, or upon conversion of their interests, securities or rights, and (B) in the case of securities represented by certificates, upon the surrender of such certificates, which cash, property or interests, rights, securities or interests obligations of the Surviving Business Entity or any general or limited partnership, corporation, trust, limited liability company, unincorporated business or other Person (other than the Surviving Business Entity), or evidences thereof, are to receive, if anybe delivered;
(v) a statement of any changes in the constituent documents or the adoption of new constituent documents (the certificate of formation or limited liability company agreement, articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership or other similar charter or governing document) of the Surviving Business Entity to be effected by such merger or consolidation;
(vi) the effective time of the merger or consolidationmerger, which may be the date of the filing of the certificate of merger or consolidation pursuant to Section 10.4 Section 14.4 or a later date specified in or determinable in accordance with the Merger Agreement (provided, that if the effective time of the merger or consolidation is to be later than the date of the filing of the such certificate of merger or consolidationmerger, the effective time shall be fixed no later than at a date or time certain at or prior to the time of the filing of the such certificate of merger or consolidation or the time and stated therein); and
(vii) such other provisions with respect to the proposed merger or consolidation that the Manager determines to be necessary or appropriate.
(b) If Board of Directors and the Manager shall General Partner determine to consent to the conversion, the Manager may approve and adopt a Plan of Conversion containing such terms and conditions that the Manager determines to be necessary or appropriate.
(c) The Members hereby acknowledge If the Board of Directors and agree the General Partner shall determine to consent to the conversion the Board of Directors and the General Partner shall approve the Plan of Conversion, which shall set forth:
(i) the name of the converting entity and the converted entity;
(ii) a statement that they shall have no right the Partnership is continuing its existence in the organizational form of the converted entity;
(iii) a statement as to the type of entity that the converted entity is to be and the state or opportunity country under the laws of which the converted entity is to approve a mergerbe incorporated, consolidationformed or organized;
(iv) the manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or interests, rights, securities or obligations of the converted entity or another entity, or for the cancellation of such equity securities;
(v) in an attachment or exhibit, the certificate of limited partnership of the Partnership;
(vi) in an attachment or exhibit, the certificate of limited partnership, certificate of formation, articles of incorporation, or other organizational documents of the converted entity;
(vii) the effective time of the conversion, sale which may be the date of substantially all assets the filing of the articles of conversion or a later date specified in or determinable in accordance with the Plan of Conversion (provided, that if the effective time of the conversion is to be later than the date of the filing of such articles of conversion, the effective time shall be fixed at a date or time certain and stated in such articles of conversion); and
(viii) such other significant transaction involving provisions with respect to the Company authorized proposed conversion the Board of Directors and approved by the Manager, unless required by applicable laws General Partner determines to be necessary or regulationsappropriate.
Appears in 17 contracts
Samples: Agreement of Limited Partnership (GasLog Partners LP), Limited Partnership Agreement (GasLog Partners LP), Limited Partnership Agreement (GasLog Partners LP)
Procedure for Merger, Consolidation or Conversion. A (a) The merger, consolidation or conversion of the Company pursuant to this Article X XIII requires the prior approval of a majority of the ManagerBoard and compliance with Section 13.3.
(ab) If the Manager Board shall determine to consent to the a merger or consolidation, the Manager Board shall approve the Merger Agreement, which shall set forth:
(i) the names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(ii) the name and jurisdiction of formation or organization of the business entity Surviving Business Entity that is to survive the proposed merger or consolidation (the “Surviving Business Entity”)consolidation;
(iii) the terms and conditions of the proposed merger or consolidation;
(iv) the manner and basis of exchanging or converting the rights or equity securities of, or interests in, of each constituent business entity for, or into, cash, propertyproperty or interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity; and (A) if any general or limited partner interests, securities or rights or securities of, or interests in, of any constituent business entity are not to be exchanged or converted solely for, or into, cash, propertyproperty or general or limited partner interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity, the cash, propertyproperty or interests, rights, securities or securities obligations of any general or interests inlimited partnership, any corporation, trust, limited liability company company, unincorporated business or other business entity (other than the Surviving Business Entity) which the holders of such general or limited partner interests, securities or rights are to receive in exchange for, or upon conversion of their interests, securities or rights, and (B) in the case of securities represented by certificates, upon the surrender of such certificates, which cash, property or general or limited partner interests, rights, securities or interests obligations of the Surviving Business Entity or any general or limited partnership, corporation, trust, limited liability company, unincorporated business or other entity (other than the Surviving Business Entity), or evidences thereof, are to receive, if anybe delivered;
(v) a statement of any changes in the constituent documents or the adoption of new constituent documents (the certificate of formation or limited liability company agreement, articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership partnership, certificate of formation, limited liability company agreement or other similar charter or governing document) of the Surviving Business Entity to be effected by such merger or consolidation;
(vi) the effective time of the merger or consolidationmerger, which may be the date of the filing of the certificate of merger or consolidation pursuant to Section 10.4 Section 13.4 or a later date specified in or determinable in accordance with the Merger Agreement (Agreement; provided, however, that if the effective time of the merger or consolidation is to be later than the date of the filing of the such certificate of merger or consolidationmerger, the effective time shall be fixed no later than at a date or time certain at or prior to the time of the filing of the such certificate of merger or consolidation or the time and stated therein); and
(vii) such other provisions with respect to the proposed merger or consolidation that the Manager determines to be as are deemed necessary or appropriateappropriate by the Board.
(bc) If the Manager Board shall determine to consent to a conversion of the conversionCompany, the Manager may Board shall approve and adopt a Plan of Conversion containing such terms and conditions that the Manager Board of Directors determines to be necessary or appropriate.
(c) The Members hereby acknowledge and agree that they shall have no right or opportunity to approve a merger, consolidation, conversion, sale of substantially all assets or other significant transaction involving the Company authorized and approved by the Manager, unless required by applicable laws or regulations.
Appears in 13 contracts
Samples: Limited Liability Company Agreement (Andeavor Logistics Lp), Limited Liability Company Agreement (Kimbell Royalty Partners, LP), Limited Liability Company Agreement (Kimbell Royalty Partners, LP)
Procedure for Merger, Consolidation or Conversion. A mergerMerger, consolidation or conversion of the Company pursuant to this Article X XIV requires the prior approval of the ManagerBoard of Directors.
(a) If the Manager Board of Directors shall determine to consent to the merger or consolidation, the Manager Board of Directors shall approve the Merger Agreement, which shall set forth:
(i) the names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(ii) the name and jurisdiction of formation or organization of the business entity that is to survive the proposed merger or consolidation (the “Surviving Business Entity”);
(iii) the terms and conditions of the proposed merger or consolidation;
(iv) the manner and basis of canceling the rights or securities of, or interests in, each constituent entity or of exchanging or converting the rights or securities of, or interests in, each constituent business entity for, or into, cash, property, rights, or securities of or interests in, the Surviving Business Entity; and if any rights or securities of, or interests in, any constituent business entity are not to be exchanged or converted solely for, or into, cash, property, rights, or securities of or interests in, the Surviving Business Entity, the cash, property, rights, or securities of or interests in, any limited liability company or other business entity which the holders of such rights, securities or interests are to receive, if any;
(v) a statement of any changes in the constituent documents or the adoption of new constituent documents (the certificate of formation or limited liability company agreement, articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership or other similar charter or governing document) of the Surviving Business Entity to be effected by such merger or consolidation;
(vi) the effective time of the merger or consolidation, which may be the date of the filing of the certificate of merger or consolidation pursuant to Section 10.4 Section 14.4 or a later date specified in or determinable in accordance with the Merger Agreement (provided, that if the effective time of the merger or consolidation is to be later than the date of the filing of the certificate of merger or consolidation, the effective time shall be fixed no later than the time of the filing of the certificate of merger or consolidation or the time and stated therein); and
(vii) such other provisions with respect to the proposed merger or consolidation that the Manager Board of Directors determines to be necessary or appropriate.
(b) If the Manager Board of Directors shall determine to consent to the conversion, the Manager Board of Directors may approve and adopt a Plan of Conversion containing such terms and conditions that the Manager Board of Directors determines to be necessary or appropriate.
(c) The Members hereby acknowledge and agree that they shall have no right or opportunity to approve a merger, consolidation, conversion, sale of substantially all assets or other significant transaction involving the Company authorized and approved by the Manager, unless required by applicable laws or regulations.
Appears in 10 contracts
Samples: Limited Liability Company Agreement (Travelcenters of America LLC), Limited Liability Company Agreement (Travelcenters of America LLC), Limited Liability Company Agreement (Travelcenters of America LLC)
Procedure for Merger, Consolidation or Conversion. A merger, consolidation or conversion of the Company pursuant to this Article X requires solely the prior written approval of the Manager, and notwithstanding any other provision of this Agreement, no consent, vote or approval of any Member shall be required for any such merger, consolidation or conversion.
(a) If the Manager shall determine to consent to the merger or consolidation, the Manager shall approve the written Merger Agreement, which shall set forth:
(i) the names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(ii) the name and jurisdiction of formation or organization of the business entity that is to survive the proposed merger or consolidation (the “Surviving Business Entity”);
(iii) the terms and conditions of the proposed merger or consolidation;
(iv) the manner and basis of exchanging or converting the rights or securities of, or interests in, each constituent business entity for, or into, cash, property, rights, or securities of or interests in, the Surviving Business Entity; and if any rights or securities of, or interests in, any constituent business entity are not to be exchanged or converted solely for, or into, cash, property, rights, or securities of or interests in, the Surviving Business Entity, the cash, property, rights, or securities of or interests in, any limited liability company or other business entity which the holders of such rights, securities or interests are to receive, if any;
(v) a statement of any changes in the constituent documents or the adoption of new constituent documents (the certificate of formation or limited liability company agreement, articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership or other similar charter or governing document) of the Surviving Business Entity to be effected by such merger or consolidation;
(vi) the effective time of the merger or consolidation, which may be the date of the filing of the certificate of merger or consolidation pursuant to Section Section 10.4 or a later date specified in or determinable in accordance with the Merger Agreement (provided, that if the effective time of the merger or consolidation is to be later than the date of the filing of the certificate of merger or consolidation, the effective time shall be fixed no later than the time of the filing of the certificate of merger or consolidation or the time stated therein); and
(vii) such other provisions with respect to the proposed merger or consolidation that the Manager determines to be necessary or appropriate.
(b) If the Manager shall determine to consent to the conversion, the Manager may approve and adopt a written Plan of Conversion containing such terms and conditions that the Manager determines to be necessary or appropriate.
(c) The Members hereby acknowledge and agree that they shall have no right or opportunity to approve a merger, consolidation, conversion, sale of substantially all assets or other significant transaction involving the Company authorized and approved by the Manager, unless required by applicable laws or regulations.
Appears in 10 contracts
Samples: Operating Agreement (Reitless Impact Income Strategies LLC), Operating Agreement (REITless Impact Opportunity Zone Strategies LLC), Operating Agreement (Reitless Impact Income Strategies LLC)
Procedure for Merger, Consolidation or Conversion. A merger, consolidation or conversion of the Company pursuant to this Article X requires solely the prior written approval of the Manager, and notwithstanding any other provision of this Agreement, no consent, vote or approval of any Member shall be required for any such merger, consolidation or conversion.
(a) If the Manager shall determine to consent to the merger or consolidation, the Manager shall approve the written Merger Agreement, which shall set forth:
(i) the names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(ii) the name and jurisdiction of formation or organization of the business entity that is to survive the proposed merger or consolidation (the “Surviving Business Entity”);
(iii) the terms and conditions of the proposed merger or consolidation;
(iv) the manner and basis of exchanging or converting the rights or securities of, or interests in, each constituent business entity for, or into, cash, property, rights, or securities of or interests in, the Surviving Business Entity; and if any rights or securities of, or interests in, any constituent business entity are not to be exchanged or converted solely for, or into, cash, property, rights, or securities of or interests in, the Surviving Business Entity, the cash, property, rights, or securities of or interests in, any limited liability company or other business entity which the holders of such rights, securities or interests are to receive, if any;
(v) a statement of any changes in the constituent documents or the adoption of new constituent documents (the certificate of formation or limited liability company agreement, articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership or other similar charter or governing document) of the Surviving Business Entity to be effected by such merger or consolidation;
(vi) the effective time of the merger or consolidation, which may be the date of the filing of the certificate of merger or consolidation pursuant to Section Section 10.4 or a later date specified in or determinable in accordance with the Merger Agreement (provided, that if the effective time of the merger or consolidation is to be later than the date of the filing of the certificate of merger or consolidation, the effective time shall be fixed no later than the time of the filing of the certificate of merger or consolidation or the time stated therein); and
(vii) such other provisions with respect to the proposed merger or consolidation that the Manager determines to be necessary or appropriate.
(b) If the Manager shall determine to consent to the conversion, the Manager may approve and adopt a written Plan of Conversion containing such terms and conditions that the Manager determines to be necessary or appropriate.
(c) The Members hereby acknowledge and agree that they shall have no right or opportunity to approve a merger, consolidation, conversion, sale of substantially all assets or other significant transaction involving the Company authorized and approved by the Manager, unless required by a non-waivable provision of any applicable laws or regulations.
Appears in 9 contracts
Samples: Limited Liability Company Agreement (Birgo Reiturn Fund LLC), Limited Liability Company Agreement (Birgo Reiturn Fund LLC), Limited Liability Company Agreement (Birgo Reiturn Fund Manager LLC)
Procedure for Merger, Consolidation or Conversion. A mergerMerger, consolidation or conversion of the Company pursuant to this Article X requires the prior approval of the ManagerBoard of Directors.
(a) If the Manager Board of Directors shall determine to consent to the merger or consolidation, the Manager Board of Directors shall approve the Merger Agreement, which shall set forth:
(i) the names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(ii) the name and jurisdiction of formation or organization of the business entity that is to survive the proposed merger or consolidation (the “Surviving Business Entity”);
(iii) the terms and conditions of the proposed merger or consolidation;
(iv) the manner and basis of exchanging or converting the rights or securities of, or interests in, each constituent business entity for, or into, cash, property, rights, or securities of or interests in, the Surviving Business Entity; and if any rights or securities of, or interests in, any constituent business entity are not to be exchanged or converted solely for, or into, cash, property, rights, or securities of or interests in, the Surviving Business Entity, the cash, property, rights, or securities of or interests in, any limited liability company or other business entity which the holders of such rights, securities or interests are to receive, if any;
(v) a statement of any changes in the constituent documents or the adoption of new constituent documents (the certificate of formation or limited liability company agreement, articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership or other similar charter or governing document) of the Surviving Business Entity to be effected by such merger or consolidation;
(vi) the effective time of the merger or consolidationmerger, which may be the date of the filing of the certificate of merger or consolidation pursuant to Section Section 10.4 or a later date specified in or determinable in accordance with the Merger Agreement (provided, that if the effective time of the merger or consolidation is to be later than the date of the filing of the certificate of merger or consolidationmerger, the effective time shall be fixed no later than the time of the filing of the certificate of merger or consolidation or the time stated therein); and
(vii) such other provisions with respect to the proposed merger or consolidation that the Manager Board of Directors determines to be necessary or appropriate.
(b) If the Manager Board of Directors shall determine to consent to the conversion, the Manager Board of Directors may approve and adopt a Plan of Conversion containing such terms and conditions that the Manager Board of Directors determines to be necessary or appropriate.
(c) The Members hereby acknowledge and agree that they shall have no right or opportunity to approve a merger, consolidation, conversion, sale of substantially all assets or other significant transaction involving the Company authorized and approved by the Manager, unless required by applicable laws or regulations.
Appears in 9 contracts
Samples: Limited Liability Company Agreement (Fortress Transportation & Infrastructure Investors LLC), Limited Liability Company Agreement (Fortress Transportation & Infrastructure Investors LLC), Limited Liability Company Agreement (Fortress Transportation & Infrastructure Investors LLC)
Procedure for Merger, Consolidation or Conversion. A (a) Merger, consolidation or conversion of the Partnership pursuant to this Article XIV requires the prior consent of the General Partner, provided, however, that, to the maximum extent permitted by law, the General Partner shall have no duty or obligation to consent to any merger, consolidation or conversion of the Company Partnership and may decline to do so free of any fiduciary duty or obligation whatsoever to the Partnership, any Limited Partner and, in declining to consent to a merger, consolidation or conversion, shall not be required to act in good faith or pursuant to any other standard imposed by this Article X requires Agreement, any other agreement contemplated hereby or under the prior approval of the ManagerDelaware Act or any other law, rule or regulation or at equity.
(ab) If the Manager General Partner shall determine to consent to the merger or consolidation, the Manager General Partner shall approve the Merger Agreement, which shall set forth:
(i) the names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(ii) the name and jurisdiction of formation or organization of the business entity that is to survive the proposed merger or consolidation (the “Surviving Business Entity”);
(iii) the terms and conditions of the proposed merger or consolidation;
(iv) the manner and basis of exchanging or converting the rights or equity securities of, or interests in, of each constituent business entity for, or into, cash, propertyproperty or interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity; and (i) if any general or limited partner interests, securities or rights or securities of, or interests in, of any constituent business entity are not to be exchanged or converted solely for, or into, cash, propertyproperty or general or limited partner interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity, the cash, propertyproperty or interests, rights, securities or securities obligations of any general or interests inlimited partnership, any corporation, trust, limited liability company company, unincorporated business or other business entity (other than the Surviving Business Entity) which the holders of such general or limited partner interests, securities or rights are to receive in exchange for, or upon conversion of their interests, securities or rights, and (ii) in the case of securities represented by certificates, upon the surrender of such certificates, which cash, property or general or limited partner interests, rights, securities or interests obligations of the Surviving Business Entity or any general or limited partnership, corporation, trust, limited liability company, unincorporated business or other entity (other than the Surviving Business Entity), or evidences thereof, are to receive, if anybe delivered;
(v) a statement of any changes in the constituent documents or the adoption of new constituent documents (the certificate of formation or limited liability company agreement, articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership partnership, operating agreement or other similar charter or governing document) of the Surviving Business Entity to be effected by such merger or consolidation;
(vi) the effective time of the merger or consolidationmerger, which may be the date of the filing of the certificate of merger or consolidation pursuant to Section 10.4 Section 14.4 or a later date specified in or determinable in accordance with the Merger Agreement (provided, that if the effective time of the merger or consolidation is to be later than the date of the filing of the such certificate of merger or consolidationmerger, the effective time shall be fixed no later than at a date or time certain at or prior to the time of the filing of the such certificate of merger or consolidation or the time and stated therein); and
(vii) such other provisions with respect to the proposed merger or consolidation that the Manager General Partner determines to be necessary or appropriate.
(bc) If the Manager General Partner shall determine to consent to the conversion, the Manager General Partner may approve and adopt a Plan of Conversion containing such terms and conditions that the Manager General Partner determines to be necessary or appropriate.
(c) The Members hereby acknowledge and agree that they shall have no right or opportunity to approve a merger, consolidation, conversion, sale of substantially all assets or other significant transaction involving the Company authorized and approved by the Manager, unless required by applicable laws or regulations.
Appears in 9 contracts
Samples: Limited Partnership Agreement, Merger Agreement (Energy Transfer Equity, L.P.), Merger Agreement (Southern Union Co)
Procedure for Merger, Consolidation or Conversion. A merger, consolidation or conversion of the Company COMPANY pursuant to this Article X of this OPERATING AGREEMENT requires the prior approval of the Manager.MANAGING MEMBER or BOARD OF DIRECTORS:
(a) If the Manager MANAGING MEMBER or BOARD OF DIRECTORS shall determine to consent to the merger or consolidation, the Manager MANAGING MEMBER or BOARD OF DIRECTORS shall approve the Merger Agreement, which shall set forth:
(i1) the names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(ii2) the name and jurisdiction of formation or organization of the business entity that is to survive the proposed merger or consolidation (the “"Surviving Business Entity”");
(iii3) the terms and conditions of the proposed merger or consolidation;
(iv4) the manner and basis of exchanging or converting the rights or securities of, or interests in, each constituent business entity for, or into, cash, property, rights, or securities of or interests in, the Surviving Business Entity; and if any rights or securities of, or interests in, any constituent business entity are not to be exchanged or converted solely for, or into, cash, property, rights, or securities of or interests in, the Surviving Business Entity, the cash, property, rights, or securities of or interests in, any limited liability company or other business entity which the holders of such rights, securities or interests are to receive, if any;
(v5) a statement of any changes in the constituent documents or the adoption of new constituent documents (the certificate of formation or limited liability company agreement, articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership or other similar charter or governing document) of the Surviving Business Entity to be effected by such merger or consolidation;
(vi6) the effective time of the merger or consolidation, which may be the date of the filing of the certificate of merger or consolidation pursuant to Section Section 10.4 of this OPERATING AGREEMENT or a later date specified in or determinable in accordance with the Merger Agreement (provided, that if the effective time of the merger or consolidation is to be later than the date of the filing of the certificate of merger or consolidation, the effective time shall be fixed no later than the time of the filing of the certificate of merger or consolidation or the time stated therein); and
(vii7) such other provisions with respect to the proposed merger or consolidation that the Manager MANAGING MEMBER or BOARD OF DIRECTORS determines to be necessary or appropriate.
(b) If the Manager MANAGING MEMBER or BOARD OF DIRECTORS shall determine to consent to the conversion, the Manager MANAGING MEMBER or BOARD OF DIRECTORS may approve and adopt a Plan of Conversion containing such terms and conditions that the Manager MANAGING MEMBER or BOARD OF DIRECTORS determines to be necessary or appropriate.
(c) The Members Shareholders hereby acknowledge and agree that they shall have no right or opportunity to approve a merger, consolidation, conversion, sale of substantially all assets or other significant transaction involving the Company COMPANY authorized and approved by the ManagerMANAGING MEMBER or BOARD OF DIRECTORS, unless required by applicable laws or regulations.
Appears in 8 contracts
Samples: Operating Agreement (Strategic Hotel Ventures, LLC), Operating Agreement (Century West Multifamily Income Reit, LLC), Operating Agreement (Century West Multifamily Income Reit, LLC)
Procedure for Merger, Consolidation or Conversion. A (a) The merger, consolidation or conversion of the Company pursuant to this Article X 13 requires the prior approval of a majority of the ManagerBoard and compliance with Section 13.3.
(ab) If the Manager Board shall determine to consent to the a merger or consolidation, the Manager Board shall approve the Merger Agreement, which shall set forth:
(i) the names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(ii) the name and jurisdiction of formation or organization of the business entity Surviving Business Entity that is to survive the proposed merger or consolidation (the “Surviving Business Entity”)consolidation;
(iii) the terms and conditions of the proposed merger or consolidation;
(iv) the manner and basis of exchanging or converting the rights or equity securities of, or interests in, of each constituent business entity for, or into, cash, propertyproperty or interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity; and (A) if any general or limited partner interests, securities or rights or securities of, or interests in, of any constituent business entity are not to be exchanged or converted solely for, or into, cash, propertyproperty or general or limited partner interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity, the cash, propertyproperty or interests, rights, securities or securities obligations of any general or interests inlimited partnership, any corporation, trust, limited liability company company, unincorporated business or other business entity (other than the Surviving Business Entity) which the holders of such general or limited partner interests, securities or rights are to receive in exchange for, or upon conversion of their interests, securities or rights, and (B) in the case of securities represented by certificates, upon the surrender of such certificates, which cash, property or general or limited partner interests, rights, securities or interests obligations of the Surviving Business Entity or any general or limited partnership, corporation, trust, limited liability company, unincorporated business or other entity (other than the Surviving Business Entity), or evidences thereof, are to receive, if anybe delivered;
(v) a statement of any changes in the constituent documents or the adoption of new constituent documents (the certificate of formation or limited liability company agreement, articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership partnership, certificate of formation, limited liability company agreement or other similar charter or governing document) of the Surviving Business Entity to be effected by such merger or consolidation;
(vi) the effective time of the merger or consolidationmerger, which may be the date of the filing of the certificate of merger or consolidation pursuant to Section 10.4 Section 13.4 or a later date specified in or determinable in accordance with the Merger Agreement (Agreement; provided, however, that if the effective time of the merger or consolidation is to be later than the date of the filing of the such certificate of merger or consolidationmerger, the effective time shall be fixed no later than at a date or time certain at or prior to the time of the filing of the such certificate of merger or consolidation or the time and stated therein); and
(vii) such other provisions with respect to the proposed merger or consolidation that the Manager determines to be as are deemed necessary or appropriateappropriate by the Board.
(bc) If the Manager Board shall determine to consent to a conversion of the conversionCompany, the Manager may Board shall approve and adopt a Plan of Conversion containing such terms and conditions that the Manager Board of Directors determines to be necessary or appropriate.
(c) The Members hereby acknowledge and agree that they shall have no right or opportunity to approve a merger, consolidation, conversion, sale of substantially all assets or other significant transaction involving the Company authorized and approved by the Manager, unless required by applicable laws or regulations.
Appears in 8 contracts
Samples: Limited Liability Company Agreement (Tesoro Logistics Lp), Limited Liability Company Agreement (Tesoro Logistics Lp), Limited Liability Company Agreement (Atlas Resource Partners, L.P.)
Procedure for Merger, Consolidation or Conversion. A (a) Merger, consolidation or conversion of the Partnership pursuant to this Article XIV requires the prior consent of the General Partner, provided, however, that, to the fullest extent permitted by law, the General Partner shall have no duty or obligation to consent to any merger, consolidation or conversion of the Company Partnership and may decline to do so free of any fiduciary duty or obligation whatsoever to the Partnership, any Limited Partner and, in declining to consent to a merger, consolidation or conversion, shall not be required to act in good faith or pursuant to any other standard imposed by this Article X requires Agreement, any other agreement contemplated hereby or under the prior approval of the ManagerAct or any other law, rule or regulation or at equity.
(ab) If the Manager General Partner shall determine to consent to the merger or consolidation, the Manager General Partner shall approve the Merger Agreement, which shall set forth:
(i) the names name and jurisdictions state of formation or organization domicile of each of the business entities proposing to merge or consolidate;
(ii) the name and jurisdiction state of formation or organization domicile of the business entity that is to survive the proposed merger or consolidation (the “Surviving Business Entity”);
(iii) the terms and conditions of the proposed merger or consolidation;
(iv) the manner and basis of exchanging or converting the rights or equity securities of, or interests in, of each constituent business entity for, or into, cash, propertyproperty or interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity; and (i) if any general or limited partner interests, securities or rights or securities of, or interests in, of any constituent business entity are not to be exchanged or converted solely for, or into, cash, propertyproperty or general or limited partner interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity, the cash, propertyproperty or interests, rights, securities or securities obligations of any general or interests inlimited partnership, any corporation, trust, limited liability company company, unincorporated business or other business entity (other than the Surviving Business Entity) which the holders of such general or limited partner interests, securities or rights are to receive in exchange for, or upon conversion of their interests, securities or rights, and (ii) in the case of securities represented by certificates, upon the surrender of such certificates, which cash, property or general or limited partner interests, rights, securities or interests obligations of the Surviving Business Entity or any general or limited partnership, corporation, trust, limited liability company, unincorporated business or other entity (other than the Surviving Business Entity), or evidences thereof, are to receive, if anybe delivered;
(v) a statement of any changes in the constituent documents or the adoption of new constituent documents (the certificate of formation or limited liability company agreement, articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership partnership, operating agreement or other similar charter or governing document) of the Surviving Business Entity to be effected by such merger or consolidation;
(vi) the effective time of the merger or consolidationmerger, which may be the date of the filing of the certificate of merger or consolidation pursuant to Section 10.4 Section 14.4 or a later date specified in or determinable in accordance with the Merger Agreement (provided, that if the effective time of the merger or consolidation is to be later than the date of the filing of the such certificate of merger or consolidationmerger, the effective time shall be fixed no later than at a date or time certain at or prior to the time of the filing of the such certificate of merger or consolidation or the time and stated therein); and
(vii) such other provisions with respect to the proposed merger or consolidation that the Manager determines to be necessary or appropriate.
(b) If the Manager shall determine to consent to the conversion, the Manager may approve and adopt a Plan of Conversion containing such terms and conditions that the Manager General Partner determines to be necessary or appropriate.
(c) The Members hereby acknowledge and agree that they If the General Partner shall have no right or opportunity determine to approve a merger, consolidation, consent to the conversion, sale the General Partner shall approve the Plan of substantially all assets Conversion, which shall set forth:
(i) the name of the converting entity and the converted entity;
(ii) a statement that the Partnership is continuing its existence in the organizational form of the converted entity;
(iii) a statement as to the type of entity that the converted entity is to be and the state or country under the laws of which the converted entity is to be incorporated, formed or organized;
(iv) the manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or interests, rights, securities or obligations of the converted entity;
(v) in an attachment or exhibit, the certificate of limited partnership of the Partnership; and
(vi) in an attachment or exhibit, the certificate of limited partnership, articles of incorporation, or other significant transaction involving organizational documents of the Company authorized converted entity;
(vii) the effective time of the conversion, which may be the date of the filing of the articles of conversion or a later date specified in or determinable in accordance with the Plan of Conversion (provided, that if the effective time of the conversion is to be later than the date of the filing of such articles of conversion, the effective time shall be fixed at a date or time certain at or prior to the time of the filing of such articles of conversion and approved by stated therein); and
(viii) such other provisions with respect to the Manager, unless required by applicable laws proposed conversion that the General Partner determines to be necessary or regulationsappropriate.
Appears in 8 contracts
Samples: Limited Partnership Agreement (Tesoro Logistics Lp), Agreement of Limited Partnership (Blueknight Energy Partners, L.P.), Limited Partnership Agreement (Tesoro Logistics Lp)
Procedure for Merger, Consolidation or Conversion. A (a) Merger, consolidation or conversion of the Partnership pursuant to this Article XIV requires the prior consent of the General Partner, provided, however, that, to the fullest extent permitted by law, the General Partner shall have no duty or obligation to consent to any merger, consolidation or conversion of the Company Partnership and may decline to do so free of any fiduciary duty or obligation whatsoever to the Partnership, any Limited Partner and, in declining to consent to a merger, consolidation or conversion, shall not be required to act in good faith or pursuant to any other standard imposed by this Article X requires Agreement, any other agreement contemplated hereby or under the prior approval of the ManagerDelaware Act or any other law, rule or regulation or at equity.
(ab) If the Manager General Partner shall determine to consent to the merger or consolidation, the Manager General Partner shall approve the Merger Agreement, which shall set forth:
(i) the names name and jurisdictions jurisdiction of formation or organization of each of the business entities proposing to merge or consolidate;
(ii) the name and jurisdiction of formation or organization of the business entity that is to survive the proposed merger or consolidation (the “Surviving Business Entity”);
(iii) the terms and conditions of the proposed merger or consolidation;
(iv) the manner and basis of exchanging or converting the rights or securities of, or equity interests in, of each constituent business entity for, or into, cash, propertyproperty or interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity; and (i) if any interests, securities or rights or securities of, or interests in, of any constituent business entity are not to be exchanged or converted solely for, or into, cash, propertyproperty or interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity, then the cash, propertyproperty or interests, rights, securities or securities obligations of any general or interests inlimited partnership, any corporation, trust, limited liability company company, unincorporated business or other business entity (other than the Surviving Business Entity) which the holders of such interests, securities or rights are to receive in exchange for, or upon conversion of their interests, securities or rights, and (ii) in the case of equity interests represented by certificates, upon the surrender of such certificates, which cash, property or interests, rights, securities or interests obligations of the Surviving Business Entity or any general or limited partnership, corporation, trust, limited liability company, unincorporated business or other entity (other than the Surviving Business Entity), or evidences thereof, are to receive, if anybe delivered;
(v) a statement of any changes in the constituent documents or the adoption of new constituent documents (the certificate of formation or limited liability company agreement, articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership partnership, certificate of formation or limited liability company agreement or other similar charter or governing document) of the Surviving Business Entity to be effected by such merger or consolidation;
(vi) the effective time of the merger or consolidationmerger, which may be the date of the filing of the certificate of merger or consolidation pursuant to Section 10.4 Section 14.4 or a later date specified in or determinable in accordance with the Merger Agreement (provided, that if the effective time of the merger or consolidation is to be later than the date of the filing of the such certificate of merger or consolidationmerger, the effective time shall be fixed no later than the at a date or time of the filing of certain and stated in the certificate of merger or consolidation or the time stated thereinmerger); and
(vii) such other provisions with respect to the proposed merger or consolidation that the Manager determines to be necessary or appropriate.
(b) If the Manager shall determine to consent to the conversion, the Manager may approve and adopt a Plan of Conversion containing such terms and conditions that the Manager General Partner determines to be necessary or appropriate.
(c) The Members hereby acknowledge and agree that they If the General Partner shall have no right or opportunity determine to approve a merger, consolidation, consent to the conversion, sale the General Partner shall approve the Plan of substantially all assets Conversion, which shall set forth:
(i) the name of the converting entity and the converted entity;
(ii) a statement that the Partnership is continuing its existence in the organizational form of the converted entity;
(iii) a statement as to the type of entity that the converted entity is to be and the state or country under the laws of which the converted entity is to be incorporated, formed or organized;
(iv) the manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or interests, rights, securities or obligations of the converted entity or another entity, or for the cancellation of such equity securities;
(v) in an attachment or exhibit, the Certificate of Limited Partnership of the Partnership; and
(vi) in an attachment or exhibit, the certificate of limited partnership, articles of incorporation, or other significant transaction involving organizational documents of the Company authorized converted entity;
(vii) the effective time of the conversion, which may be the date of the filing of the articles of conversion or a later date specified in or determinable in accordance with the Plan of Conversion (provided, that if the effective time of the conversion is to be later than the date of the filing of such articles of conversion, the effective time shall be fixed at a date or time certain and approved by stated in such articles of conversion); and
(viii) such other provisions with respect to the Manager, unless required by applicable laws proposed conversion that the General Partner determines to be necessary or regulationsappropriate.
Appears in 7 contracts
Samples: Agreement of Limited Partnership (NGL Energy Partners LP), Class D Preferred Unit and Warrant Purchase Agreement (NGL Energy Partners LP), Class D Preferred Unit and Warrant Purchase Agreement (NGL Energy Partners LP)
Procedure for Merger, Consolidation or Conversion. A merger, consolidation or conversion of the Company pursuant to this Article X requires the prior approval of the Manager.
(a) If the Manager shall determine to consent to the merger or consolidation, the Manager shall approve the Merger Agreement, which shall set forth:
(i) the names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(ii) the name and jurisdiction of formation or organization of the business entity that is to survive the proposed merger or consolidation (the “Surviving Business Entity”);
(iii) the terms and conditions of the proposed merger or consolidation;
(iv) the manner and basis of exchanging or converting the rights or securities of, or interests in, each constituent business entity for, or into, cash, property, rights, or securities of or interests in, the Surviving Business Entity; and if any rights or securities of, or interests in, any constituent business entity are not to be exchanged or converted solely for, or into, cash, property, rights, or securities of or interests in, the Surviving Business Entity, the cash, property, rights, or securities of or interests in, any limited liability company or other business entity which the holders of such rights, securities or interests are to receive, if any;
(v) a statement of any changes in the constituent documents or the adoption of new constituent documents (the certificate of formation or limited liability company agreement, articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership or other similar charter or governing document) of the Surviving Business Entity to be effected by such merger or consolidation;
(vi) the effective time of the merger or consolidation, which may be the date of the filing of the certificate of merger or consolidation pursuant to Section Section 10.4 or a later date specified in or determinable in accordance with the Merger Agreement (provided, that if the effective time of the merger or consolidation is to be later than the date of the filing of the certificate of merger or consolidation, the effective time shall be fixed no later than the time of the filing of the certificate of merger or consolidation or the time stated therein); and
(vii) such other provisions with respect to the proposed merger or consolidation that the Manager determines to be necessary or appropriate.
(b) If the Manager shall determine to consent to the conversion, the Manager may approve and adopt a Plan of Conversion containing such terms and conditions that the Manager determines to be necessary or appropriate.
(c) The Members hereby acknowledge and agree that they shall have no right or opportunity to approve a merger, consolidation, conversion, sale of substantially all assets or other significant transaction involving the Company authorized and approved by the Manager, unless required by applicable laws or regulations.
Appears in 6 contracts
Samples: Operating Agreement (Fundrise Growth eREIT III, LLC), Operating Agreement (Fundrise Equity REIT, LLC), Operating Agreement (Fundrise Development eREIT, LLC)
Procedure for Merger, Consolidation or Conversion. A merger, consolidation or conversion of the Company pursuant to this Article X IX requires the prior approval of the Manager.
(a) If the Manager shall determine to consent to the merger or consolidation, the Manager shall approve the Merger Agreement, which shall set forth:
(i) the names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(ii) the name and jurisdiction of formation or organization of the business entity that is to survive the proposed merger or consolidation (the “Surviving Business Entity”);
(iii) the terms and conditions of the proposed merger or consolidation;
(iv) the manner and basis of exchanging or converting the rights or securities of, or interests in, each constituent business entity for, or into, cash, property, rights, or securities of or interests in, the Surviving Business Entity; and if any rights or securities of, or interests in, any constituent business entity are not to be exchanged or converted solely for, or into, cash, property, rights, or securities of or interests in, the Surviving Business Entity, the cash, property, rights, or securities of or interests in, any limited liability company or other business entity which the holders of such rights, securities or interests are to receive, if any;
(v) a statement of any changes in the constituent documents or the adoption of new constituent documents (the certificate of formation or limited liability company agreement, articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership or other similar charter or governing document) of the Surviving Business Entity to be effected by such merger or consolidation;
(vi) the effective time of the merger or consolidation, which may be the date of the filing of the certificate of merger or consolidation pursuant to Section 10.4 9.4 or a later date specified in or determinable in accordance with the Merger Agreement (provided, that if the effective time of the merger or consolidation is to be later than the date of the filing of the certificate of merger or consolidation, the effective time shall be fixed no later than the time of the filing of the certificate of merger or consolidation or the time stated therein); and
(vii) such other provisions with respect to the proposed merger or consolidation that the Manager determines to be necessary or appropriate.
(b) If the Manager shall determine to consent to the conversion, the Manager may approve and adopt a Plan of Conversion containing such terms and conditions that the Manager determines to be necessary or appropriate.
(c) The Members hereby acknowledge and agree that they shall have no right or opportunity to approve a merger, consolidation, conversion, sale of substantially all assets or other significant transaction involving the Company authorized and approved by the Manager, unless required by applicable laws or regulations.
Appears in 6 contracts
Samples: Operating Agreement (Fundrise eFund, LLC), Operating Agreement (Fundrise National for-Sale Housing eFund, LLC), Operating Agreement (Fundrise for-Sale Housing eFUND - Washington DC, LLC)
Procedure for Merger, Consolidation or Conversion. A (a) Merger, consolidation or conversion of the Partnership pursuant to this Article XIV requires the prior consent of the General Partner, provided, however, that, to the fullest extent permitted by law, the General Partner shall have no duty or obligation to consent to any merger, consolidation or conversion of the Company Partnership and may decline to do so free of any fiduciary duty or obligation whatsoever to the Partnership, any Limited Partner and, in declining to consent to a merger, consolidation or conversion, shall not be required to act in good faith or pursuant to any other standard imposed by this Article X requires Agreement, any other agreement contemplated hereby or under the prior approval of the ManagerDelaware Act or any other law, rule or regulation or at equity.
(ab) If the Manager General Partner shall determine to consent to the merger or consolidation, the Manager General Partner shall approve the Merger Agreement, which shall set forth:
(i) the names name and jurisdictions jurisdiction of formation or organization of each of the business entities proposing to merge or consolidate;
(ii) the name and jurisdiction of formation or organization of the business entity that is to survive the proposed merger or consolidation (the “Surviving Business Entity”);
(iii) the terms and conditions of the proposed merger or consolidation;
(iv) the manner and basis of exchanging or converting the rights or securities of, or equity interests in, of each constituent business entity for, or into, cash, propertyproperty or interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity; and (i) if any interests, securities or rights or securities of, or interests in, of any constituent business entity are not to be exchanged or converted solely for, or into, cash, propertyproperty or interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity, then the cash, propertyproperty or interests, rights, securities or securities obligations of any general or interests inlimited partnership, any corporation, trust, limited liability company company, unincorporated business or other business entity (other than the Surviving Business Entity) which the holders of such interests, securities or rights are to receive in exchange for, or upon conversion of their interests, securities or rights, and (ii) in the case of equity interests represented by certificates, upon the surrender of such certificates, which cash, property or interests, rights, securities or interests obligations of the Surviving Business Entity or any general or limited partnership, corporation, trust, limited liability company, unincorporated business or other entity (other than the Surviving Business Entity), or evidences thereof, are to receive, if anybe delivered;
(v) a statement of any changes in the constituent documents or the adoption of new constituent documents (the certificate of formation or limited liability company agreement, articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership partnership, certificate of formation or limited liability company agreement or other similar charter or governing document) of the Surviving Business Entity to be effected by such merger or consolidation;
(vi) the effective time of the merger or consolidationmerger, which may be the date of the filing of the certificate of merger or consolidation pursuant to Section 10.4 Section 14.4 or a later date specified in or determinable in accordance with the Merger Agreement (provided, that if the effective time of the merger or consolidation is to be later than the date of the filing of the such certificate of merger or consolidationmerger, the effective time shall be fixed no later than the at a date or time of the filing of certain and stated in the certificate of merger or consolidation or the time stated thereinmerger); and
(vii) such other provisions with respect to the proposed merger or consolidation that the Manager determines to be necessary or appropriate.
(b) If the Manager shall determine to consent to the conversion, the Manager may approve and adopt a Plan of Conversion containing such terms and conditions that the Manager General Partner determines to be necessary or appropriate.
(c) The Members hereby acknowledge and agree that they If the General Partner shall have no right or opportunity determine to approve a merger, consolidation, consent to the conversion, sale the General Partner shall approve the Plan of substantially all assets Conversion, which shall set forth:
(i) the name of the converting entity and the converted entity;
(ii) a statement that the Partnership is continuing its existence in the organizational form of the converted entity;
(iii) a statement as to the type of entity that the converted entity is to be and the state or country under the laws of which the converted entity is to be incorporated, formed or organized;
(iv) the manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or interests, rights, securities or obligations of the converted entity or another entity, or for the cancellation of such equity securities;
(v) in an attachment or exhibit, the certificate of limited partnership of the Partnership; and
(vi) in an attachment or exhibit, the certificate of limited partnership, articles of incorporation, or other significant transaction involving organizational documents of the Company authorized converted entity;
(vii) the effective time of the conversion, which may be the date of the filing of the articles of conversion or a later date specified in or determinable in accordance with the Plan of Conversion (provided, that if the effective time of the conversion is to be later than the date of the filing of such articles of conversion, the effective time shall be fixed at a date or time certain and approved by stated in such articles of conversion); and
(viii) such other provisions with respect to the Manager, unless required by applicable laws proposed conversion that the General Partner determines to be necessary or regulationsappropriate.
Appears in 5 contracts
Samples: Limited Partnership Agreement (Williams Partners L.P.), Limited Partnership Agreement (Williams Partners L.P.), Limited Partnership Agreement (Williams Partners L.P.)
Procedure for Merger, Consolidation or Conversion. A (a) Merger, consolidation or conversion of the Partnership pursuant to this Article XIV requires the prior consent of the General Partner, provided, however, that, to the fullest extent permitted by law, the General Partner shall have no duty or obligation to consent to any merger, consolidation or conversion of the Company Partnership and may decline to do so free of any fiduciary duty or obligation whatsoever to the Partnership or any Limited Partner and, in declining to consent to a merger, consolidation or conversion, shall not be required to act in good faith or pursuant to any other standard imposed by this Article X requires Agreement, any other agreement contemplated hereby or under the prior approval of the ManagerDelaware Act or any other law, rule or regulation or at equity.
(ab) If the Manager General Partner shall determine to consent to the merger or consolidation, the Manager General Partner shall approve the Merger Agreement, which shall set forth:
(i) the names name and jurisdictions state of formation or organization domicile of each of the business entities proposing to merge or consolidate;
(ii) the name and jurisdiction state of formation or organization domicile of the business entity that is to survive the proposed merger or consolidation (the “Surviving Business Entity”);
(iii) the terms and conditions of the proposed merger or consolidation;
(iv) the manner and basis of exchanging or converting the rights or equity securities of, or interests in, of each constituent business entity for, or into, cash, propertyproperty or interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity; and (i) if any general or limited partner interests, securities or rights or securities of, or interests in, of any constituent business entity are not to be exchanged or converted solely for, or into, cash, propertyproperty or general or limited partner interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity, the cash, propertyproperty or interests, rights, securities or securities obligations of any general or interests inlimited partnership, any corporation, trust, limited liability company company, unincorporated business or other business entity (other than the Surviving Business Entity) which the holders of such general or limited partner interests, securities or rights are to receive in exchange for, or upon conversion of their interests, securities or rights, and (ii) in the case of securities represented by certificates, upon the surrender of such certificates, which cash, property or general or limited partner interests, rights, securities or interests obligations of the Surviving Business Entity or any general or limited partnership, corporation, trust, limited liability company, unincorporated business or other entity (other than the Surviving Business Entity), or evidences thereof, are to receive, if anybe delivered;
(v) a statement of any changes in the constituent documents or the adoption of new constituent documents (the certificate of formation or limited liability company agreement, articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership partnership, operating agreement or other similar charter or governing document) of the Surviving Business Entity to be effected by such merger or consolidation;
(vi) the effective time of the merger or consolidationmerger, which may be the date of the filing of the certificate of merger or consolidation pursuant to Section 10.4 Section 14.4 or a later date specified in or determinable in accordance with the Merger Agreement (provided, that if the effective time of the merger or consolidation is to be later than the date of the filing of the such certificate of merger or consolidationmerger, the effective time shall be fixed no later than at a date or time certain at or prior to the time of the filing of the such certificate of merger or consolidation or the time and stated therein); and
(vii) such other provisions with respect to the proposed merger or consolidation that the Manager determines to be necessary or appropriate.
(b) If the Manager shall determine to consent to the conversion, the Manager may approve and adopt a Plan of Conversion containing such terms and conditions that the Manager General Partner determines to be necessary or appropriate.
(c) The Members hereby acknowledge and agree that they If the General Partner shall have no right or opportunity determine to approve a merger, consolidation, consent to the conversion, sale the General Partner shall approve the Plan of substantially all assets Conversion, which shall set forth:
(i) the name of the converting entity and the converted entity;
(ii) a statement that the Partnership is continuing its existence in the organizational form of the converted entity;
(iii) a statement as to the type of entity that the converted entity is to be and the state or country under the laws of which the converted entity is to be incorporated, formed or organized;
(iv) the manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or interests, rights, securities or obligations of the converted entity;
(v) in an attachment or exhibit, the certificate of limited partnership of the Partnership; and
(vi) in an attachment or exhibit, the certificate of limited partnership, articles of incorporation, or other significant transaction involving organizational documents of the Company authorized converted entity;
(vii) the effective time of the conversion, which may be the date of the filing of the articles of conversion or a later date specified in or determinable in accordance with the Plan of Conversion (provided, that if the effective time of the conversion is to be later than the date of the filing of such articles of conversion, the effective time shall be fixed at a date or time certain at or prior to the time of the filing of such articles of conversion and approved by stated therein); and
(viii) such other provisions with respect to the Manager, unless required by applicable laws proposed conversion that the General Partner determines to be necessary or regulationsappropriate.
Appears in 4 contracts
Samples: Agreement of Limited Partnership (Eagle Rock Energy Partners L P), Securities Purchase Agreement (Eagle Rock Energy Partners L P), Securities Purchase and Global Transaction Agreement (Eagle Rock Energy Partners L P)
Procedure for Merger, Consolidation or Conversion. A (a) Merger, consolidation or conversion of the Partnership pursuant to this Article XIV requires the approval of the Board of Directors and the prior consent of the General Partner; provided, however, that, to the fullest extent permitted by law, neither the Board of Directors nor the General Partner shall have a duty or obligation to consent to any merger, consolidation or conversion of the Company Partnership and may decline to do so free of any fiduciary duty or obligation whatsoever to the Partnership or any Limited Partner and, in declining to consent to a merger, consolidation or conversion, shall not be required to act in good faith or pursuant to any other standard imposed by this Article X requires Agreement, any Group Member Agreement, any other agreement contemplated hereby or under the prior approval of the ManagerXxxxxxxx Islands Act or any other law, rule or regulation or at equity.
(ab) If the Manager Board of Directors and the General Partner shall determine to consent to the merger merger, consolidation or consolidationconversion, the Manager Board of Directors and the General Partner shall approve the Merger Agreement, which shall set forth:
(i) the names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(ii) the name and jurisdiction of formation or organization of the business entity that is to survive the proposed merger or consolidation (the “Surviving Business Entity”);
(iii) the terms and conditions of the proposed merger or consolidation;
(iv) the manner and basis of exchanging or converting the rights or equity securities of, or interests in, of each constituent business entity for, or into, cash, propertyproperty or interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity; and (i) if any interests, securities or rights or securities of, or interests in, of any constituent business entity are not to be exchanged or converted solely for, or into, cash, propertyproperty or interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity, the cash, propertyproperty or interests, rights, securities or securities obligations of any general or interests inlimited partnership, any corporation, trust, limited liability company company, unincorporated business or other business entity Person (other than the Surviving Business Entity) which the holders of such interests, securities or rights are to receive in exchange for, or upon conversion of their interests, securities or rights, and (ii) in the case of securities represented by certificates, upon the surrender of such certificates, which cash, property or interests, rights, securities or interests obligations of the Surviving Business Entity or any general or limited partnership, corporation, trust, limited liability company, unincorporated business or other Person (other than the Surviving Business Entity), or evidences thereof, are to receive, if anybe delivered;
(vc) a statement of any changes in the constituent documents or the adoption of new constituent documents (the certificate of formation or limited liability company agreement, articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership or other similar charter or governing document) of the Surviving Business Entity to be effected by such merger or consolidation;
(vii) the effective time of the merger or consolidationmerger, which may be the date of the filing of the certificate of merger or consolidation pursuant to Section 10.4 Section 14.4 or a later date specified in or determinable in accordance with the Merger Agreement (provided, that if the effective time of the merger or consolidation is to be later than the date of the filing of the such certificate of merger or consolidationmerger, the effective time shall be fixed no later than at a date or time certain at or prior to the time of the filing of the such certificate of merger or consolidation or the time and stated therein); and
(viiii) such other provisions with respect to the proposed merger or consolidation that the Manager determines Board of Directors and the General Partner determine to be necessary or appropriate.
(bd) If the Manager Board of Directors and the General Partner shall determine to consent to the conversion the Board of Directors and the General Partner shall approve the Plan of Conversion, which shall set forth:
(i) the name of the converting entity and the converted entity;
(ii) a statement that the Partnership is continuing its existence in the organizational form of the converted entity;
(iii) a statement as to the type of entity that the converted entity is to be and the state or country under the laws of which the converted entity is to be incorporated, formed or organized;
(iv) the manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or interests, rights, securities or obligations of the converted entity or another entity, or for the cancellation of such equity securities;
(e) in an attachment or exhibit, the certificate of limited partnership of the Partnership;
(i) in an attachment or exhibit, the certificate of limited partnership, articles of incorporation, or other organizational documents of the converted entity;
(ii) the effective time of the conversion, which may be the date of the filing of the articles of conversion or a later date specified in or determinable in accordance with the Plan of Conversion (provided, that if the effective time of the conversion is to be later than the date of the filing of such articles of conversion, the Manager may approve effective time shall be fixed at a date or time certain and adopt a Plan stated in such articles of Conversion containing conversion); and
(iii) such terms other provisions with respect to the proposed conversion the Board of Directors and conditions that the Manager General Partner determines to be necessary or appropriate.
(c) The Members hereby acknowledge and agree that they shall have no right or opportunity to approve a merger, consolidation, conversion, sale of substantially all assets or other significant transaction involving the Company authorized and approved by the Manager, unless required by applicable laws or regulations.
Appears in 4 contracts
Samples: Limited Partnership Agreement (Golar LNG Partners LP), Exchange Agreement (Golar LNG Partners LP), Limited Partnership Agreement (Golar LNG Partners LP)
Procedure for Merger, Consolidation or Conversion. A (a) Merger, consolidation or conversion of the Partnership pursuant to this Article XIV requires the prior consent of the General Partner, provided, however, that, to the fullest extent permitted by law, the General Partner shall have no duty or obligation to consent to any merger, consolidation or conversion of the Company Partnership and may decline to do so free of any fiduciary duty or obligation whatsoever to the Partnership, any Limited Partner and, in declining to consent to a merger, consolidation or conversion, shall not be required to act pursuant to any other standard imposed by this Article X requires Agreement, any other agreement contemplated hereby or under the prior approval of the ManagerDelaware Act or any other law, rule or regulation or at equity.
(ab) If the Manager General Partner shall determine to consent to the merger or consolidation, the Manager General Partner shall approve the Merger Agreement, which shall set forth:
(i) the names name and jurisdictions jurisdiction of formation or organization of each of the business entities proposing to merge or consolidate;
(ii) the name and jurisdiction of formation or organization of the business entity that is to survive the proposed merger or consolidation (the “Surviving Business Entity”);
(iii) the terms and conditions of the proposed merger or consolidation;
(iv) the manner and basis of exchanging or converting the rights or equity securities of, or interests in, of each constituent business entity for, or into, cash, propertyproperty or interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity; and (A) if any general or limited partner interests, securities or rights or securities of, or interests in, of any constituent business entity are not to be exchanged or converted solely for, or into, cash, propertyproperty or general or limited partner interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity, the cash, propertyproperty or interests, rights, securities or securities obligations of any general or interests inlimited partnership, any corporation, trust, limited liability company company, unincorporated business or other business entity (other than the Surviving Business Entity) which the holders of such general or limited partner interests, securities or rights are to receive in exchange for, or upon conversion of their interests, securities or rights, and (B) in the case of securities represented by certificates, upon the surrender of such certificates, which cash, property or general or limited partner interests, rights, securities or interests obligations of the Surviving Business Entity or any general or limited partnership, corporation, trust, limited liability company, unincorporated business or other entity (other than the Surviving Business Entity), or evidences thereof, are to receive, if anybe delivered;
(v) a statement of any changes in the constituent documents or the adoption of new constituent documents (the certificate of formation or limited liability company agreement, articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership partnership, operating agreement or other similar charter or governing document) of the Surviving Business Entity to be effected by such merger or consolidation;
(vi) the effective time of the merger or consolidationmerger, which may be the date of the filing of the certificate of merger or consolidation pursuant to Section 10.4 Section 14.4 or a later date specified in or determinable in accordance with the Merger Agreement (provided, provided that if the effective time of the merger or consolidation is to be later than the date of the filing of the such certificate of merger or consolidationmerger, the effective time shall be fixed no later than at a date or time certain at or prior to the time of the filing of the such certificate of merger or consolidation or the time and stated therein); and
(vii) such other provisions with respect to the proposed merger or consolidation that the Manager determines to be necessary or appropriate.
(b) If the Manager shall determine to consent to the conversion, the Manager may approve and adopt a Plan of Conversion containing such terms and conditions that the Manager General Partner determines to be necessary or appropriate.
(c) The Members hereby acknowledge and agree that they If the General Partner shall have no right or opportunity determine to approve a merger, consolidation, consent to the conversion, sale the General Partner shall approve the Plan of substantially all assets Conversion, which shall set forth:
(i) the name of the converting entity and the converted entity;
(ii) a statement that the Partnership is continuing its existence in the organizational form of the converted entity;
(iii) a statement as to the type of entity that the converted entity is to be and the state or country under the laws of which the converted entity is to be incorporated, formed or organized;
(iv) the manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or interests, rights, securities or obligations of the converted entity or another entity, or for the cancellation of such equity securities;
(v) in an attachment or exhibit, the certificate of limited partnership of the Partnership; and
(vi) in an attachment or exhibit, the certificate of limited partnership, articles of incorporation, or other significant transaction involving organizational documents of the Company authorized converted entity;
(vii) the effective time of the conversion, which may be the date of the filing of the articles of conversion or a later date specified in or determinable in accordance with the Plan of Conversion (provided that if the effective time of the conversion is to be later than the date of the filing of such articles of conversion, the effective time shall be fixed at a date or time certain at or prior to the time of the filing of such articles of conversion and approved by stated therein); and
(viii) such other provisions with respect to the Manager, unless required by applicable laws proposed conversion that the General Partner determines to be necessary or regulationsappropriate.
Appears in 4 contracts
Samples: Limited Partnership Agreement (Western Midstream Partners, LP), Limited Partnership Agreement (Western Midstream Operating, LP), Contribution Agreement and Agreement and Plan of Merger (Anadarko Petroleum Corp)
Procedure for Merger, Consolidation or Conversion. A Notwithstanding anything else herein, the Board may, in its sole discretion and without Member approval unless such approval is required by applicable law, cause a merger, consolidation consolidation, or conversion of the Company pursuant to this Article X requires the prior approval of the ManagerXI.
(a) If the Manager Board shall determine to consent to approve the merger or consolidation, the Manager Board shall approve the Merger Agreement, which shall set forth:
(i) the names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(ii) the name and jurisdiction of formation or organization of the business entity that is to survive the proposed merger or consolidation (the “Surviving Business Entity”);
(iii) the terms and conditions of the proposed merger or consolidation;
(iv) the manner and basis of exchanging or converting the rights or securities of, or interests in, each constituent business entity for, or into, cash, property, rights, or securities of or interests in, the Surviving Business Entity; and if any rights or securities of, or interests in, any constituent business entity are not to be exchanged or converted solely for, or into, cash, property, rights, or securities of or interests in, the Surviving Business Entity, the cash, property, rights, or securities of or interests in, any limited liability company or other business entity which the holders of such rights, securities or interests are to receive, if any;
(v) a statement of any changes in the constituent documents or the adoption of new constituent documents (the certificate of formation or limited liability company agreement, articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership or other similar charter or governing document) of the Surviving Business Entity to be effected by such merger or consolidation;
(vi) the effective time of the merger or consolidation, which may be the date of the filing of the certificate of merger or consolidation pursuant to Section 10.4 Section 11.4 or a later date specified in or determinable in accordance with the Merger Agreement (provided, that if the effective time of the merger or consolidation is to be later than the date of the filing of the certificate of merger or consolidation, the effective time shall be fixed no later than the time of the filing of the certificate of merger or consolidation or the time stated therein); and
(vii) such other provisions with respect to the proposed merger or consolidation that the Manager Board determines to be necessary or appropriate.
(b) If the Manager Board shall determine to consent to approve the conversion, the Manager Board may approve and adopt a Plan of Conversion containing such terms and conditions that the Manager Board determines to be necessary necessary, advisable, or appropriate.
(c) The Members hereby acknowledge and agree that they shall have no right or opportunity to approve a merger, consolidation, conversion, sale of all or substantially all of the assets of the Company or the Company’s Subsidiaries, or other significant transaction involving the Company authorized and approved by the ManagerBoard, unless required by applicable laws or regulations.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (Fundrise Growth Tech Fund, LLC), Limited Liability Company Agreement (Fundrise Income Real Estate Fund, LLC), Limited Liability Company Agreement (Fundrise Income Real Estate Fund, LLC)
Procedure for Merger, Consolidation or Conversion. A mergerMerger, consolidation or conversion of the Company pursuant to this Article X XI requires the prior approval of the Manager; provided, however, that to the fullest extent permitted by Applicable Law, the Manager shall have no duty or obligation to consent to any merger, consolidation or other business combination of the Company and, to the fullest extent permitted by Applicable Law, may decline to do so free of any duty (including any fiduciary duty) or obligation whatsoever to the Company, any Member or any other Person bound by this Agreement and, in declining to consent to a merger, consolidation or other business combination, shall not be required to act pursuant to any other standard imposed by this Agreement, any other agreement contemplated hereby or under the Delaware Act or any other Applicable Law.
(a) If the Manager shall determine to consent to the a merger or consolidation, the Manager shall approve the Merger Agreement, which shall set forth:
(i) the names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(ii) the name and jurisdiction of formation or organization of the business entity that is to survive the proposed merger or consolidation (the “Surviving Business Entity”);
(iii) the terms and conditions of the proposed merger or consolidation;
(iv) the manner and basis of exchanging or converting the rights or securities of, or interests in, each constituent business entity for, or into, cash, property, rights, or securities of or interests in, the Surviving Business Entity; and if any rights or securities of, or interests in, any constituent business entity are not to be exchanged or converted solely for, or into, cash, property, rights, or securities of or interests in, the Surviving Business Entity, the cash, property, rights, or securities of or interests in, any limited liability company or other business entity which the holders of such rights, securities or interests are to receive, if any;
(v) a statement of any changes in the constituent documents or the adoption of new constituent documents (the certificate of formation or limited liability company agreement, articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership or other similar charter or governing document) of the Surviving Business Entity to be effected by such merger or consolidation;
(vi) the effective time of the merger or consolidationmerger, which may be the date of the filing of the certificate of merger or consolidation pursuant to Section 10.4 or a later date specified in or determinable in accordance with the Merger Agreement (provided, that if the effective time of the merger or consolidation is to be later than the date of the filing of the certificate of merger or consolidationmerger, the effective time shall be fixed no later than the time of the filing of the certificate of merger or consolidation or the time stated therein); and
(vii) such other provisions with respect to the proposed merger or consolidation that the Manager determines to be necessary or appropriate.
(b) If the Manager shall determine to consent to the a conversion, the Manager may approve and adopt a Plan of Conversion containing such terms and conditions that the Manager determines to be necessary or appropriate.
(c) The Members hereby acknowledge and agree that they shall have no right or opportunity to approve a merger, consolidation, conversion, sale of substantially all assets or other significant transaction involving the Company authorized and approved by the Manager, unless required by applicable laws or regulations.
Appears in 3 contracts
Samples: Limited Liability Company Operating Agreement, Limited Liability Company Agreement (Apollo Global Management LLC), Limited Liability Company Agreement (Apollo Global Management LLC)
Procedure for Merger, Consolidation or Conversion. A (a) The merger, consolidation or conversion of the Company pursuant to this Article X 14 requires the prior approval of the ManagerMembers representing a Majority Interest and compliance with this Section 14.2.
(ab) If the Manager Members representing a Majority Interest shall determine to consent to the a merger or consolidation, the Manager then Members representing a Majority Interest shall approve the Merger Agreement, which shall set forth:
: (i) the names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
; (ii) the name and jurisdiction of formation or organization of the business entity Surviving Business Entity that is to survive the proposed merger or consolidation (the “Surviving Business Entity”);
consolidation; (iii) the terms and conditions of the proposed merger or consolidation;
; (iv) the manner and basis of exchanging or converting the rights or equity securities of, or interests in, of each constituent business entity for, or into, cash, propertyproperty or interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity; and (A) if any general or limited partner interests, securities or rights or securities of, or interests in, of any constituent business entity are not to be exchanged or converted solely for, or into, cash, propertyproperty or general or limited partner interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity, the cash, propertyproperty or interests, rights, securities or securities obligations of any general or interests inlimited partnership, any corporation, trust, limited liability company company, unincorporated business or other business entity (other than the Surviving Business Entity) which the holders of such general or limited partner interests, securities or rights are to receive in exchange for, or upon conversion of their interests, securities or rights, and (B) in the case of securities represented by certificates, upon the surrender of such certificates, which cash, property or general or limited partner interests, rights, securities or interests obligations of the Surviving Business Entity or any general or limited partnership, corporation, trust, limited liability company, unincorporated business or other entity (other than the Surviving Business Entity), or evidences thereof, are to receive, if any;
be delivered; (v) a statement of any changes in the constituent documents or the adoption of new constituent documents (the certificate of formation or limited liability company agreement, articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership partnership, certificate of formation, limited liability company agreement or other similar charter or governing document) of the Surviving Business Entity to be effected by such merger or consolidation;
; (vi) the effective time of the merger or consolidationmerger, which may be the date of the filing of the certificate of merger or consolidation pursuant to Section 10.4 Section 14.3 or a later date specified in or determinable in accordance with the Merger Agreement (Agreement; provided, however, that if the effective time of the merger or consolidation is to be later than the date of the filing of the such certificate of merger or consolidationmerger, the effective time shall be fixed no later than at a date or time certain at or prior to the time of the filing of the such certificate of merger or consolidation or the time and stated therein); and
and (vii) such other provisions with respect to the proposed merger or consolidation that the Manager determines to be as are deemed necessary or appropriateappropriate by the Members representing a Majority Interest.
(bc) If the Manager Members representing a Majority Interest shall determine to consent to a conversion of the conversionCompany, the Manager may then Members representing a Majority Interest shall approve and adopt a Plan of Conversion containing such terms and conditions that the Manager determines Members representing such Majority Interest determine to be necessary or appropriate.
(c) The Members hereby acknowledge and agree that they shall have no right or opportunity to approve a merger, consolidation, conversion, sale of substantially all assets or other significant transaction involving the Company authorized and approved by the Manager, unless required by applicable laws or regulations.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (Cypress Energy Partners, L.P.), Limited Liability Company Agreement (Cypress Energy Partners, L.P.), Limited Liability Company Agreement (Marlin Midstream Partners, LP)
Procedure for Merger, Consolidation or Conversion. A (a) Any merger, consolidation or conversion of the Company pursuant to this Article X XIII requires the prior approval of the ManagerBoard of Directors; provided, however, that, to the maximum extent permitted by law, the Board of Directors shall have no duty or obligation (including no fiduciary duty) to approve any merger, consolidation or conversion of the Company and may decline to do so free of any duty or obligation whatsoever to the Company or any Member and, in declining to approve a merger, consolidation or conversion, shall not be required to act in good faith or pursuant to any other standard imposed by this Agreement, any other agreement contemplated hereby or under the Delaware Act or any other law, rule or regulation or in equity (including no fiduciary duty) to the maximum extent permitted by applicable law.
(ab) If the Manager Board of Directors shall determine to consent to the approve a merger or consolidationconsolidation of the Company, the Manager Board of Directors shall approve the Merger Agreement, which shall set forth:
(i) the names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(ii) the name and jurisdiction of formation or organization of the business entity that is to survive the proposed merger or consolidation (the “Surviving Business Entity”);
(iii) the terms and conditions of the proposed merger or consolidation;
(iv) the manner and basis of exchanging or converting the rights or equity securities of, or interests in, of each constituent business entity for, or into, cash, propertyproperty or interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity; and (A) if any interests, securities or rights or securities of, or interests in, of any constituent business entity are not to be exchanged or converted solely for, or into, cash, propertyproperty or interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity, the cash, propertyproperty or interests, rights, securities or securities obligations of any general or interests inlimited partnership, any corporation, trust, limited liability company company, unincorporated business or other business entity (other than the Surviving Business Entity) which the holders of such interests, securities or rights are to receive in exchange for, or upon conversion of their interests, securities or rights and (B) in the case of securities represented by certificates, upon the surrender of such certificates, which cash, property or interests, rights, securities or interests obligations of the Surviving Business Entity or any general or limited partnership, corporation, trust, limited liability company, unincorporated business or other entity (other than the Surviving Business Entity), or evidences thereof, are to receive, if anybe delivered;
(v) a statement of any changes in the constituent documents or the adoption of new constituent documents (the certificate of formation or limited liability company agreement, articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership partnership, operating agreement or other similar charter or governing document) of the Surviving Business Entity to be effected by such merger or consolidation;
(vi) the effective time of the merger or consolidationmerger, which may be the date of the filing of the certificate of merger or consolidation pursuant to Section 10.4 Section 13.4 or a later date specified in or determinable in accordance with the Merger Agreement (Agreement; provided, that if the effective time of the merger or consolidation is to be later than the date of the filing of the such certificate of merger or consolidationmerger, the effective time shall be fixed no later than at a date or time certain at or prior to the time of the filing of the such certificate of merger or consolidation or the time and stated therein); and
(vii) such other provisions with respect to the proposed merger or consolidation that the Manager Board of Directors determines to be necessary or appropriate.
(bc) If the Manager Board of Directors shall determine to consent to approve the conversion, the Manager Board of Directors may approve and adopt a Plan of Conversion containing such terms and conditions that the Manager Board of Directors determines to be necessary or appropriate.
(c) The Members hereby acknowledge and agree that they shall have no right or opportunity to approve a merger, consolidation, conversion, sale of substantially all assets or other significant transaction involving the Company authorized and approved by the Manager, unless required by applicable laws or regulations.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (MGM Growth Properties LLC), Limited Liability Company Agreement (MGM Growth Properties LLC), Limited Liability Company Agreement (MGM Growth Properties LLC)
Procedure for Merger, Consolidation or Conversion. A (a) Merger, consolidation or conversion of the Partnership pursuant to this Article XIV requires the prior consent of the General Partner, provided, however, that, to the fullest extent permitted by law, the General Partner shall have no duty or obligation to consent to any merger, consolidation or conversion of the Company Partnership and may decline to do so free of any fiduciary duty or obligation whatsoever to the Partnership, any Limited Partner and, in declining to consent to a merger, consolidation or conversion, shall not be required to act in good faith or pursuant to any other standard imposed by this Article X requires Agreement, any other agreement contemplated hereby or under the prior approval of the ManagerDelaware Act or any other law, rule or regulation or at equity.
(ab) If the Manager General Partner shall determine to consent to the merger or consolidation, the Manager General Partner shall approve the Merger Agreement, which shall set forth:
(i) the names name and jurisdictions jurisdiction of formation or organization of each of the business entities proposing to merge or consolidate;
(ii) the name and jurisdiction of formation or organization of the business entity that is to survive the proposed merger or consolidation (the “Surviving Business Entity”);
(iii) the terms and conditions of the proposed merger or consolidation;
(iv) the manner and basis of exchanging or converting the rights or securities of, or equity interests in, of each constituent business entity for, or into, cash, propertyproperty or interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity; and (i) if any interests, securities or rights or securities of, or interests in, of any constituent business entity are not to be exchanged or converted solely for, or into, cash, propertyproperty or interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity, then the cash, propertyproperty or interests, rights, securities or securities obligations of any general or interests inlimited partnership, any corporation, trust, limited liability company company, unincorporated business or other business entity which (other than the Surviving Business Entity) that the holders of such interests, securities or rights are to receive in exchange for, or upon conversion of their interests, securities or rights, and (ii) in the case of equity interests represented by certificates, upon the surrender of such certificates, which cash, property or interests, rights, securities or interests obligations of the Surviving Business Entity or any general or limited partnership, corporation, trust, limited liability company, unincorporated business or other entity (other than the Surviving Business Entity), or evidences thereof, are to receive, if anybe delivered;
(v) a statement of any changes in the constituent documents or the adoption of new constituent documents (the certificate of formation or limited liability company agreement, articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership partnership, certificate of formation or limited liability company agreement or other similar charter or governing document) of the Surviving Business Entity to be effected by such merger or consolidation;
(vi) the effective time of the merger or consolidationmerger, which may be the date of the filing of the certificate of merger or consolidation pursuant to Section 10.4 Section 14.5 or a later date specified in or determinable in accordance with the Merger Agreement (provided, that if the effective time of the merger or consolidation is to be later than the date of the filing of the such certificate of merger or consolidationmerger, the effective time shall be fixed no later than the at a date or time of the filing of certain and stated in the certificate of merger or consolidation or the time stated thereinmerger); and
(vii) such other provisions with respect to the proposed merger or consolidation that the Manager determines to be necessary or appropriate.
(b) If the Manager shall determine to consent to the conversion, the Manager may approve and adopt a Plan of Conversion containing such terms and conditions that the Manager General Partner determines to be necessary or appropriate.
(c) The Members hereby acknowledge and agree that they If the General Partner shall have no right or opportunity determine to approve a merger, consolidation, consent to the conversion, sale the General Partner shall approve the Plan of substantially all assets Conversion, which shall set forth:
(i) the name of the converting entity and the converted entity;
(ii) a statement that the Partnership is continuing its existence in the organizational form of the converted entity;
(iii) a statement as to the type of entity that the converted entity is to be and the state or country under the laws of which the converted entity is to be incorporated, formed or organized;
(iv) the manner and basis of exchanging or converting the equity interests or other significant transaction involving rights or securities of the Company authorized converting entity for, or into, cash, property, rights, securities or interests of the converted entity, or, in addition to or in lieu thereof, cash, property, rights, securities or interests of another entity;
(v) in an attachment or exhibit, the certificate of conversion; and
(vi) in an attachment or exhibit, the articles of incorporation, or other organizational documents of the converted entity;
(vii) the effective time of the conversion, which may be the date of the filing of the certificate of conversion or a later date specified in or determinable in accordance with the Plan of Conversion (provided, that if the effective time of the conversion is to be later than the date of the filing of such certificate of conversion, the effective time shall be fixed at a date or time certain at or prior to the time of the filing of such certificate of conversion and approved by stated therein); and
(viii) such other provisions with respect to the Manager, unless required by applicable laws proposed conversion that the General Partner determines to be necessary or regulationsappropriate.
Appears in 3 contracts
Samples: Limited Partnership Agreement (American Midstream Partners, LP), Limited Partnership Agreement (American Midstream Partners, LP), Contribution Agreement (American Midstream Partners, LP)
Procedure for Merger, Consolidation or Conversion. A (a) The merger, consolidation or conversion of the Company pursuant to this Article X 13 requires the prior approval of a majority of the ManagerBoard and compliance with Section 13.3.
(ab) If the Manager Board shall determine to consent to the a merger or consolidation, the Manager Board shall approve the Merger Agreement, which shall set forth:
(i) the names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(ii) the name and jurisdiction of formation or organization of the business entity Surviving Business Entity that is to survive the proposed merger or consolidation (the “Surviving Business Entity”)consolidation;
(iii) the terms and conditions of the proposed merger or consolidation;
(iv) the manner and basis of exchanging or converting the rights or equity securities of, or interests in, of each constituent business entity for, or into, cash, propertyproperty or interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity; and (A) if any interests, securities or rights or securities of, or interests in, of any constituent business entity are not to be exchanged or converted solely for, or into, cash, propertyproperty or interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity, the cash, propertyproperty or interests, rights, securities or securities obligations of or interests in, any limited liability company or Other Entity (other business entity than the Surviving Business Entity) which the holders of such interests, securities or rights are to receive in exchange for, or upon conversion of their interests, securities or rights and (B) in the case of securities represented by certificates, upon the surrender of such certificates, which cash, property or interests, rights, securities or interests obligations of the Surviving Business Entity or any Other Entity (other than the Surviving Business Entity), or evidences thereof, are to receive, if anybe delivered;
(v) a statement of any changes in the constituent documents or the adoption of new constituent documents (the certificate of formation or limited liability company agreement, articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership partnership, certificate of formation, limited liability company agreement or other similar charter or governing document) of the Surviving Business Entity to be effected by such merger or consolidation;
(vi) the effective time of the merger or consolidationmerger, which may be the date of the filing of the certificate of merger or consolidation pursuant to Section 10.4 Section 13.4 or a later date specified in or determinable in accordance with the Merger Agreement (Agreement; provided, however, that if the effective time of the merger or consolidation is to be later than the date of the filing of the such certificate of merger or consolidationmerger, the effective time shall be fixed no later than at a date or time certain at or prior to the time of the filing of the such certificate of merger or consolidation or the time and stated therein); and
(vii) such other provisions with respect to the proposed merger or consolidation that the Manager determines to be as are deemed necessary or appropriateappropriate by the Board.
(bc) If the Manager Board shall determine to consent to a conversion of the conversionCompany, the Manager may Board shall approve and adopt a Plan of Conversion containing such terms and conditions that the Manager Board of Directors determines to be necessary or appropriate.
(c) The Members hereby acknowledge and agree that they shall have no right or opportunity to approve a merger, consolidation, conversion, sale of substantially all assets or other significant transaction involving the Company authorized and approved by the Manager, unless required by applicable laws or regulations.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (USA Compression Partners, LP), Limited Liability Company Agreement (USA Compression Partners, LP), Limited Liability Company Agreement
Procedure for Merger, Consolidation or Conversion. A mergerMerger, consolidation or conversion of the Company pursuant to this Article X requires the prior approval of the ManagerBoard of Directors.
(a) If the Manager Board of Directors shall determine to consent to the merger or consolidation, the Manager Board of Directors shall approve the Merger Agreement, which shall set forth:
(i) the names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(ii) the name and jurisdiction of formation or organization of the business entity that is to survive the proposed merger or consolidation (the “Surviving Business Entity”);
(iii) the terms and conditions of the proposed merger or consolidation;
(iv) the manner and basis of exchanging or converting the rights or securities of, or interests in, each constituent business entity for, or into, cash, property, rights, or securities of or interests in, the Surviving Business Entity; and if any rights or securities of, or interests in, any constituent business entity are not to be exchanged or converted solely for, or into, cash, property, rights, or securities of or interests in, the Surviving Business Entity, the cash, property, rights, or securities of or interests in, any limited liability company or other business entity which the holders of such rights, securities or interests are to receive, if any;
(v) a statement of any changes in the constituent documents or the adoption of new constituent documents (the certificate of formation or limited liability company agreement, articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership or other similar charter or governing document) of the Surviving Business Entity to be effected by such merger or consolidation;
(vi) the effective time of the merger or consolidationmerger, which may be the date of the filing of the certificate of merger or consolidation pursuant to Section Section 10.4 or a later date specified in or determinable in accordance with the Merger Agreement (provided, that if the effective time of the merger or consolidation is to be later than the date of the filing of the certificate of merger or consolidationmerger, the effective time shall be fixed no later than the time of the filing of the certificate of merger or consolidation or the time stated therein); and
(vii) such other provisions with respect to the proposed merger or consolidation that the Manager Board of Directors determines to be necessary or appropriate.
(b) If the Manager shall determine to consent to the conversion, the Manager may approve and adopt a Plan of Conversion containing such terms and conditions that the Manager determines to be necessary or appropriate.
(c) The Members hereby acknowledge and agree that they shall have no right or opportunity to approve a merger, consolidation, conversion, sale of substantially all assets or other significant transaction involving the Company authorized and approved by the Manager, unless required by applicable laws or regulations.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (New Fortress Energy LLC), Limited Liability Company Agreement (New Fortress Energy LLC), Limited Liability Company Agreement (New Fortress Energy LLC)
Procedure for Merger, Consolidation or Conversion. A (a) Merger, consolidation or conversion of the Partnership pursuant to this Article XIV requires the prior consent of the General Partner, provided, however, that, to the fullest extent permitted by law, the General Partner shall have no duty or obligation to consent to any merger, consolidation or conversion of the Company Partnership and may decline to do so free of any fiduciary duty or obligation whatsoever to the Partnership, any Limited Partner and, in declining to consent to a merger, consolidation or conversion, shall not be required to act in good faith or pursuant to any other standard imposed by this Article X requires Agreement, any other agreement contemplated hereby or under the prior approval of the ManagerDelaware Act or any other law, rule or regulation or at equity.
(ab) If the Manager General Partner shall determine to consent to the merger or consolidation, the Manager General Partner shall approve the Merger Agreement, which shall set forth:
(i) the names name and jurisdictions jurisdiction of formation or organization of each of the business entities proposing to merge or consolidate;
(ii) the name and jurisdiction of formation or organization of the business entity that is to survive the proposed merger or consolidation (the “Surviving Business Entity”);
(iii) the terms and conditions of the proposed merger or consolidation;
(iv) the manner and basis of exchanging or converting the rights or securities of, or equity interests in, of each constituent business entity for, or into, cash, propertyproperty or interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity; and (i) if any interests, securities or rights or securities of, or interests in, of any constituent business entity are not to be exchanged or converted solely for, or into, cash, propertyproperty or interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity, then the cash, propertyproperty or interests, rights, securities or securities obligations of any general or interests inlimited partnership, any corporation, trust, limited liability company company, unincorporated business or other business entity which (other than the Surviving Business Entity) that the holders of such interests, securities or rights are to receive in exchange for, or upon conversion of their interests, securities or rights, and (ii) in the case of equity interests represented by certificates, upon the surrender of such certificates, which cash, property or interests, rights, securities or interests are to receive, if any;
(v) a statement of any changes in the constituent documents or the adoption of new constituent documents (the certificate of formation or limited liability company agreement, articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership or other similar charter or governing document) obligations of the Surviving Business Entity or any general or limited partnership, corporation, trust, limited liability company, unincorporated business or other entity (other than the Surviving Business Entity), or evidences thereof, are to be effected by such merger or consolidationdelivered;
(vi) the effective time of the merger or consolidation, which may be the date of the filing of the certificate of merger or consolidation pursuant to Section 10.4 or a later date specified in or determinable in accordance with the Merger Agreement (provided, that if the effective time of the merger or consolidation is to be later than the date of the filing of the certificate of merger or consolidation, the effective time shall be fixed no later than the time of the filing of the certificate of merger or consolidation or the time stated therein); and
(vii) such other provisions with respect to the proposed merger or consolidation that the Manager determines to be necessary or appropriate.
(b) If the Manager shall determine to consent to the conversion, the Manager may approve and adopt a Plan of Conversion containing such terms and conditions that the Manager determines to be necessary or appropriate.
(c) The Members hereby acknowledge and agree that they shall have no right or opportunity to approve a merger, consolidation, conversion, sale of substantially all assets or other significant transaction involving the Company authorized and approved by the Manager, unless required by applicable laws or regulations.
Appears in 3 contracts
Samples: Contribution Agreement (American Midstream Partners, LP), Contribution Agreement (Southcross Energy Partners, L.P.), Limited Partnership Agreement (American Midstream Partners, LP)
Procedure for Merger, Consolidation or Conversion. A merger(a) Merger, consolidation or conversion of the Company Partnership pursuant to this Article X XIV requires the prior approval consent of the ManagerGeneral Partner, provided, however, that, to the fullest extent permitted by law, the General Partner, in declining to consent to a merger, consolidation or conversion, may act in its sole discretion.
(ab) If the Manager General Partner shall determine to consent to the merger or consolidation, the Manager General Partner shall approve the Merger Agreement, which shall set forth:
(i) the names name and jurisdictions jurisdiction of formation or organization of each of the business entities proposing to merge or consolidate;
(ii) the name and jurisdiction of formation or organization of the business entity that is to survive the proposed merger or consolidation (the “Surviving Business Entity”);
(iii) the terms and conditions of the proposed merger or consolidation;
(iv) the manner and basis of exchanging or converting the rights or securities of, or equity interests in, of each constituent business entity for, or into, cash, propertyproperty or interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity; and (i) if any general or limited partner interests, securities or rights or securities of, or interests in, of any constituent business entity are not to be exchanged or converted solely for, or into, cash, propertyproperty or general or limited partner interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity, the cash, propertyproperty or general or limited partner interests, rights, securities or securities obligations of or interests in, any limited liability company partnership, corporation, trust or other business entity (other than the Surviving Business Entity) which the holders of such general or limited partner interests, securities or rights are to receive in exchange for, or upon conversion of their general or limited partner interests, securities or rights, and (ii) in the case of equity interests represented by certificates, upon the surrender of such certificates, which cash, property or general or limited partner interests, rights, securities or interests obligations of the Surviving Business Entity or any general or limited partnership, corporation, trust or other entity (other than the Surviving Business Entity), or evidences thereof, are to receive, if anybe delivered;
(v) a statement of any changes in the constituent documents or the adoption of new constituent documents (the certificate of formation or limited liability company agreement, articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership or other similar charter or governing document) of the Surviving Business Entity to be effected by such merger or consolidation;
(vi) the effective time of the merger or consolidationmerger, which may be the date of the filing of the certificate of merger or consolidation pursuant to Section 10.4 Section 14.4 or a later date specified in or determinable in accordance with the Merger Agreement (provided, that if the effective time of the merger or consolidation is to be later than the date of the filing of the certificate of merger or consolidationmerger, the effective time shall be fixed no later than the time of the filing of the certificate of merger or consolidation or the time and stated therein); and
(vii) such other provisions with respect to the proposed merger or consolidation that the Manager determines to be necessary or appropriate.
(b) If the Manager shall determine to consent to the conversion, the Manager may approve and adopt a Plan of Conversion containing such terms and conditions that the Manager General Partner determines to be necessary or appropriate.
(c) The Members hereby acknowledge and agree that they If the General Partner shall have no right or opportunity determine to approve a merger, consolidation, consent to the conversion, sale the General Partner shall approve the Plan of substantially all assets Conversion, which shall set forth:
(i) the name of the Partnership and the converted entity;
(ii) a statement that the Partnership is continuing its existence in the organizational form of the converted entity;
(iii) a statement as to the type of entity that the converted entity is to be and the state or country under the laws of which the converted entity is to be incorporated, formed or organized;
(iv) the manner and basis of exchanging or converting Partnership Interests for, or into, cash, property or interests, rights, securities or obligations of the converted entity;
(v) in an attachment or exhibit, the certificate of limited partnership of the Partnership;
(vi) in an attachment or exhibit, the certificate of limited partnership, articles of incorporation or other significant transaction involving organizational documents of the Company authorized converted entity;
(vii) the effective time of the conversion, which may be the date of the filing of the certificate of conversion or a later date specified in or determinable in accordance with the Plan of Conversion (provided, that if the effective time of the conversion is to be later than the date of the filing of such certificate of conversion, the effective time shall be fixed at a date or time certain at or prior to the time of the filing of such certificate of conversion and approved by stated therein); and
(viii) such other provisions with respect to the Manager, unless required by applicable laws proposed conversion that the General Partner determines to be necessary or regulationsappropriate.
Appears in 3 contracts
Samples: Limited Partnership Agreement (Black Stone Minerals, L.P.), Limited Partnership Agreement, Limited Partnership Agreement (Black Stone Minerals, L.P.)
Procedure for Merger, Consolidation or Conversion. A merger, consolidation or conversion of the Company pursuant to this Article X Fourteen requires the prior approval of the Manager.
(a) a. If the Manager shall determine to consent to the merger or consolidation, the Manager shall approve the Merger Agreement, which shall set forth:
(i) i. the names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(ii) . the name and jurisdiction of formation or organization of the business entity that is to survive the proposed merger or consolidation (the “Surviving Business Entity”);
(iii) . the terms and conditions of the proposed merger or consolidation;
(iv) . the manner and basis of exchanging or converting the rights or securities of, or interests in, each constituent business entity for, or into, cash, property, rights, or securities of or interests in, the Surviving Business Entity; and if any rights or securities of, or interests in, any constituent business entity are not to be exchanged or converted solely for, or into, cash, property, rights, or securities of or interests in, the Surviving Business Entity, the cash, property, rights, or securities of or interests in, any limited liability company or other business entity which the holders of such rights, securities or interests are to receive, if any;
(v) v. a statement of any changes in the constituent documents or the adoption of new constituent documents (the certificate of formation or limited liability company agreement, articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership or other similar charter or governing document) of the Surviving Business Entity to be effected by such merger or consolidation;
(vi) . the effective time of the merger or consolidation, which may be the date of the filing of the certificate of merger or consolidation pursuant to Section 10.4 14.4 or a later date specified in or determinable in accordance with the Merger Agreement (provided, that if the effective time of the merger or consolidation is to be later than the date of the filing of the certificate of merger or consolidation, the effective time shall be fixed no later than the time of the filing of the certificate of merger or consolidation or the time stated therein); and
(vii) . such other provisions with respect to the proposed merger or consolidation that the Manager determines to be necessary or appropriate.
(b) b. If the Manager shall determine to consent to the conversion, the Manager may approve and adopt a Plan of Conversion containing such terms and conditions that the Manager determines to be necessary or appropriate.
(c) c. The Members hereby acknowledge and agree that they shall have no right or opportunity to approve a merger, consolidation, conversion, sale of substantially all assets or other significant transaction involving the Company authorized and approved by the Manager, unless required by applicable laws or regulations.
Appears in 3 contracts
Samples: Operating Agreement (Efund City Metro Income Fund LLC), Operating Agreement (Efund City Metro Income Fund LLC), Operating Agreement (Efund City Metro Income Fund LLC)
Procedure for Merger, Consolidation or Conversion. A (i) Merger, consolidation or conversion of the Partnership pursuant to this Article XIV requires the prior consent of the General Partner, provided, however, that, to the fullest extent permitted by law, the General Partner shall have no duty or obligation to consent to any merger, consolidation or conversion of the Company pursuant to this Article X requires the prior approval of the ManagerPartnership.
(aii) If the Manager General Partner shall determine to consent to the merger or consolidation, the Manager General Partner shall approve the Merger Agreement, which shall set forth:
(ia) the names name and jurisdictions state of formation or organization domicile of each of the business entities proposing to merge or consolidate;
(iib) the name and jurisdiction state of formation or organization domicile of the business entity that is to survive the proposed merger or consolidation (the “Surviving Business Entity”);
(iiic) the terms and conditions of the proposed merger or consolidation;
(ivd) the manner and basis of exchanging or converting the rights or equity securities of, or interests in, of each constituent business entity for, or into, cash, propertyproperty or interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity; and (i) if any general or limited partner interests, securities or rights or securities of, or interests in, of any constituent business entity are not to be exchanged or converted solely for, or into, cash, propertyproperty or general or limited partner interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity, the cash, propertyproperty or interests, rights, securities or securities obligations of any general or interests inlimited partnership, any corporation, trust, limited liability company company, unincorporated business or other business entity (other than the Surviving Business Entity) which the holders of such general or limited partner interests, securities or rights are to receive in exchange for, or upon conversion of their interests, securities or rights, and (ii) in the case of securities represented by certificates, upon the surrender of such certificates, which cash, property or general or limited partner interests, rights, securities or interests obligations of the Surviving Business Entity or any general or limited partnership, corporation, trust, limited liability company, unincorporated business or other entity (other than the Surviving Business Entity), or evidences thereof, are to receive, if anybe delivered;
(ve) a statement of any changes in the constituent documents or the adoption of new constituent documents (the certificate of formation or limited liability company agreement, articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership partnership, operating agreement or other similar charter or governing document) of the Surviving Business Entity to be effected by such merger or consolidation;
(vif) the effective time of the merger or consolidationmerger, which may be the date of the filing of the certificate of merger or consolidation pursuant to Section 10.4 Section 14.4 or a later date specified in or determinable in accordance with the Merger Agreement (provided, that if the effective time of the merger or consolidation is to be later than the date of the filing of the such certificate of merger or consolidationmerger, the effective time shall be fixed no later than at a date or time certain at or prior to the time of the filing of the such certificate of merger or consolidation or the time and stated therein); and
(viig) such other provisions with respect to the proposed merger or consolidation that the Manager General Partner determines to be necessary or appropriate.
(b) If the Manager shall determine to consent to the conversion, the Manager may approve and adopt a Plan of Conversion containing such terms and conditions that the Manager determines to be necessary or appropriate.
(c) The Members hereby acknowledge and agree that they shall have no right or opportunity to approve a merger, consolidation, conversion, sale of substantially all assets or other significant transaction involving the Company authorized and approved by the Manager, unless required by applicable laws or regulations.
Appears in 2 contracts
Samples: Limited Partnership Agreement (American Energy Capital Partners - Energy Recovery Program, Lp), Agreement of Limited Partnership (American Energy Capital Partners, LP)
Procedure for Merger, Consolidation or Conversion. A merger(a) Merger, consolidation consolidation, or conversion of the Company Partnership pursuant to this Article X XIV requires the prior approval consent of the ManagerGeneral Partner, provided, however, that, to the fullest extent permitted by law, the General Partner shall have no duty or obligation to consent to any merger, consolidation, or conversion of the Partnership and may decline to do so free of any duty or obligation whatsoever to the Partnership or any Limited Partner and, in declining to consent to a merger, consolidation, or conversion, shall not be required to act in good faith or pursuant to any standard imposed by this Agreement or any other agreement contemplated hereby or under the Delaware Act or any other law, rule, or regulation or at equity.
(ab) If the Manager General Partner shall determine to consent to the merger or consolidation, the Manager General Partner shall approve the Merger Agreement, which shall set forth:
(i) the names name and jurisdictions state of formation or organization domicile of each of the business entities proposing to merge or consolidate;
(ii) the name and jurisdiction state of formation or organization domicile of the business entity that is to survive the proposed merger or consolidation (the “Surviving Business Entity”);
(iii) the terms and conditions of the proposed merger or consolidation;
(iv) the manner and basis of exchanging or converting the rights or equity securities of, or interests in, of each constituent business entity for, or into, cash, property, or interests, rights, securities, or securities obligations of or interests in, the Surviving Business Entity; and (A) if any rights general or securities oflimited partner interests, securities, or interests in, rights of any constituent business entity are not to be exchanged or converted solely for, or into, cash, property, or general or limited partner interests, rights, securities, or securities obligations of or interests in, the Surviving Business Entity, the cash, property, or interests, rights, securities, or securities obligations of any general or interests inlimited partnership, any corporation, trust, limited liability company company, unincorporated business, or other business entity (other than the Surviving Business Entity) which the holders of such rightsgeneral or limited partner interests, securities or interests rights are to receivereceive in exchange for, if anyor upon conversion of, their interests, securities, or rights, and (B) in the case of securities represented by certificates, upon the surrender of such certificates, which cash, property, or general or limited partner interests, rights, securities, or obligations of the Surviving Business Entity or any general or limited partnership, corporation, trust, limited liability company, unincorporated business, or other entity (other than the Surviving Business Entity), or evidences thereof, are to be delivered;
(v) a statement of any changes in the constituent documents or the adoption of new constituent documents (the certificate of formation or limited liability company agreement, articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership partnership, operating agreement, or other similar charter or governing document) of the Surviving Business Entity to be effected by such merger or consolidation;
(vi) the effective time of the merger or consolidationmerger, which may be the date of the filing of the certificate of merger or consolidation pursuant to Section 10.4 Section 14.4 or a later date specified in or determinable in accordance with the Merger Agreement (provided, that if the effective time of the merger or consolidation is to be later than the date of the filing of the such certificate of merger or consolidationmerger, the effective time shall be fixed no later than at a date or time certain at or prior to the time of the filing of the such certificate of merger or consolidation or the time and stated therein); and
(vii) such other provisions with respect to the proposed merger or consolidation that the Manager determines to be necessary or appropriate.
(b) If the Manager shall determine to consent to the conversion, the Manager may approve and adopt a Plan of Conversion containing such terms and conditions that the Manager General Partner determines to be necessary or appropriate.
(c) The Members hereby acknowledge and agree that they If the General Partner shall have no right or opportunity determine to approve a merger, consolidation, consent to the conversion, sale the General Partner shall approve the Plan of substantially all assets Conversion, which shall set forth:
(i) the name of the converting entity and the converted entity;
(ii) a statement that the Partnership is continuing its existence in the organizational form of the converted entity;
(iii) a statement as to the type of entity that the converted entity is to be and the state or country under the laws of which the converted entity is to be incorporated, formed, or organized;
(iv) the manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property, or interests, rights, securities, or obligations of the converted entity;
(v) in an attachment or exhibit, the certificate of limited partnership of the Partnership; and
(vi) in an attachment or exhibit, the certificate of limited partnership, articles of incorporation, or other significant transaction involving organizational documents of the Company authorized converted entity;
(vii) the effective time of the conversion, which may be the date of the filing of the articles of conversion or a later date specified in or determinable in accordance with the Plan of Conversion (provided, that if the effective time of the conversion is to be later than the date of the filing of such articles of conversion, the effective time shall be fixed at a date or time certain at or prior to the time of the filing of such articles of conversion and approved by stated therein); and
(viii) such other provisions with respect to the Manager, unless required by applicable laws proposed conversion that the General Partner determines to be necessary or regulationsappropriate.
Appears in 2 contracts
Samples: Limited Partnership Agreement (DCP Midstream, LP), Limited Partnership Agreement (DCP Midstream, LP)
Procedure for Merger, Consolidation or Conversion. A (a) The merger, consolidation or conversion of the Company pursuant to this Article X XIII requires the prior approval of the ManagerMembers representing a Majority Interest and compliance with this Section 13.2.
(ab) If the Manager Members representing a Majority Interest shall determine to consent to the a merger or consolidation, the Manager then Members representing a Majority Interest shall approve the Merger Agreement, which shall set forth:
(i) the names and jurisdictions of formation or organization and types of entity of each of the business entities proposing to merge or consolidate;
(ii) the name and jurisdiction of formation or organization of the business entity Surviving Business Entity that is to survive the proposed merger or consolidation (the “Surviving Business Entity”)consolidation;
(iii) the terms and conditions of the proposed merger or consolidation;
(iv) the manner and basis of exchanging or converting the rights or equity securities of, or interests in, of each constituent business entity for, or into, cash, propertyproperty or interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity; and (A) if any general or limited partner interests, securities or rights or securities of, or interests in, of any constituent business entity are not to be exchanged or converted solely for, or into, cash, propertyproperty or general or limited partner interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity, the cash, propertyproperty or interests, rights, securities or securities obligations of any general or interests inlimited partnership, any corporation, trust, limited liability company company, unincorporated business or other business entity (other than the Surviving Business Entity) which the holders of such general or limited partner interests, securities or rights are to receive in exchange for, or upon conversion of their interests, securities or rights and (B) in the case of securities represented by certificates, upon the surrender of such certificates, which cash, property or general or limited partner interests, rights, securities or interests obligations of the Surviving Business Entity or any general or limited partnership, corporation, trust, limited liability company, unincorporated business or other entity (other than the Surviving Business Entity), or evidences thereof, are to receive, if anybe delivered;
(v) a statement of any changes in the constituent documents or the adoption of new constituent documents (the certificate of formation or limited liability company agreement, articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership partnership, certificate of formation, limited liability company agreement or other similar charter or governing document) of the Surviving Business Entity to be effected by such merger or consolidation;
(vi) the effective time of the merger or consolidationmerger, which may be the date of the filing of the certificate of merger or consolidation pursuant to Section 10.4 Section 13.3 or a later date specified in or determinable in accordance with the Merger Agreement (Agreement; provided, however, that if the effective time of the merger or consolidation is to be later than the date of the filing of the such certificate of merger or consolidationmerger, the effective time shall be fixed no later than at a date or time certain at or prior to the time of the filing of the such certificate of merger or consolidation or the time and stated therein); and
(vii) such other provisions with respect to the proposed merger or consolidation that the Manager determines to be as are deemed necessary or appropriateappropriate by Members representing a Majority Interest.
(bc) If the Manager Members representing a Majority Interest shall determine to consent to a conversion of the conversionCompany, the Manager may then Members representing a Majority Interest shall approve and adopt a Plan of Conversion containing such terms and conditions that the Manager determines Members representing such Majority Interest determine to be necessary or appropriate.
(c) The Members hereby acknowledge and agree that they shall have no right or opportunity to approve a merger, consolidation, conversion, sale of substantially all assets or other significant transaction involving the Company authorized and approved by the Manager, unless required by applicable laws or regulations.
Appears in 2 contracts
Samples: Limited Liability Company Agreement, Limited Liability Company Agreement (Emerge Energy Services LP)
Procedure for Merger, Consolidation or Conversion. A mergerMerger, consolidation or conversion of the Company pursuant to this Article X XIII requires the prior approval of the ManagerBoard of Directors.
(a) If the Manager Board of Directors shall determine to consent to the merger or consolidation, the Manager Board of Directors shall approve the Merger Agreement, which shall set forth:
(i) the names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(ii) the name and jurisdiction of formation or organization of the business entity that is to survive the proposed merger or consolidation (the “Surviving Business Entity”);
(iii) the terms and conditions of the proposed merger or consolidation;
(iv) the manner and basis of exchanging or converting the rights or securities of, or interests in, each constituent business entity for, or into, cash, property, rights, or securities of or interests in, the Surviving Business Entity; and if any rights or securities of, or interests in, any constituent business entity are not to be exchanged or converted solely for, or into, cash, property, rights, or securities of or interests in, the Surviving Business Entity, the cash, property, rights, or securities of or interests in, any limited liability company or other business entity which the holders of such rights, securities or interests are to receive, if any;
(v) a statement of any changes in the constituent documents or the adoption of new constituent documents (the certificate of formation or limited liability company agreement, articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership or other similar charter or governing document) of the Surviving Business Entity to be effected affected by such merger or consolidation;
(vi) the effective time of the merger or consolidationmerger, which may be the date of the filing of the certificate of merger or consolidation pursuant to Section 10.4 Section 13.4 or a later date specified in or determinable in accordance with the Merger Agreement (provided, that if the effective time of the merger or consolidation is to be later than the date of the filing of the certificate of merger or consolidationmerger, the effective time shall be fixed no later than the time of the filing of the certificate of merger or consolidation or the time stated therein); and
(vii) such other provisions with respect to the proposed merger or consolidation that the Manager Board of Directors determines to be necessary or appropriate.
(b) If the Manager shall determine to consent to the conversion, the Manager may approve and adopt a Plan of Conversion containing such terms and conditions that the Manager determines to be necessary or appropriate.
(c) The Members hereby acknowledge and agree that they shall have no right or opportunity to approve a merger, consolidation, conversion, sale of substantially all assets or other significant transaction involving the Company authorized and approved by the Manager, unless required by applicable laws or regulations.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (LandBridge Co LLC), Limited Liability Company Agreement (LandBridge Co LLC)
Procedure for Merger, Consolidation or Conversion. A (a) Merger, consolidation or conversion of the Partnership pursuant to this Article XIV requires the prior consent of the General Partner, provided, however, that, to the fullest extent permitted by law, the General Partner shall have no duty or obligation to consent to any merger, consolidation or conversion of the Company Partnership and may decline to do so free of any fiduciary duty or obligation whatsoever to the Partnership, any Limited Partner and, in declining to consent to a merger, consolidation or conversion, shall not be required to act in good faith or pursuant to any other standard imposed by this Article X requires Agreement, any other agreement contemplated hereby or under the prior approval of the ManagerDelaware Act or any other law, rule or regulation or at equity.
(ab) If the Manager General Partner shall determine to consent to the merger or consolidation, the Manager General Partner shall approve the Merger Agreement, which shall set forth:
(i) the names name and jurisdictions state of formation or organization domicile of each of the business entities proposing to merge or consolidate;
(ii) the name and jurisdiction state of formation or organization domicile of the business entity that is to survive the proposed merger or consolidation (the “Surviving Business Entity”);
(iii) the terms and conditions of the proposed merger or consolidation;
(iv) the manner and basis of exchanging or converting the rights or equity securities of, or interests in, of each constituent business entity for, or into, cash, propertyproperty or interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity; and (i) if any general or limited partner interests, securities or rights or securities of, or interests in, of any constituent business entity are not to be exchanged or converted solely for, or into, cash, propertyproperty or general or limited partner interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity, the cash, propertyproperty or interests, rights, securities or securities obligations of any general or interests inlimited partnership, any corporation, trust, limited liability company company, unincorporated business or other business entity (other than the Surviving Business Entity) which the holders of such general or limited partner interests, securities or rights are to receive in exchange for, or upon conversion of their interests, securities or rights, and (ii) in the case of securities represented by certificates, upon the surrender of such certificates, which cash, property or general or limited partner interests, rights, securities or interests obligations of the Surviving Business Entity or any general or limited partnership, corporation, trust, limited liability company, unincorporated business or other entity (other than the Surviving Business Entity), or evidences thereof, are to receive, if anybe delivered;
(v) a statement of any changes in the constituent documents or the adoption of new constituent documents (the certificate of formation or limited liability company agreement, articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership partnership, operating agreement or other similar charter or governing document) of the Surviving Business Entity to be effected by such merger or consolidation;
(vi) the effective time of the merger or consolidationmerger, which may be the date of the filing of the certificate of merger or consolidation pursuant to Section 10.4 Section 14.4 or a later date specified in or determinable in accordance with the Merger Agreement (provided, that if the effective time of the merger or consolidation is to be later than the date of the filing of the such certificate of merger or consolidationmerger, the effective time shall be fixed no later than at a date or time certain at or prior to the time of the filing of the such certificate of merger or consolidation or the time and stated therein); and
(vii) such other provisions with respect to the proposed merger or consolidation that the Manager determines to be necessary or appropriate.
(b) If the Manager shall determine to consent to the conversion, the Manager may approve and adopt a Plan of Conversion containing such terms and conditions that the Manager General Partner determines to be necessary or appropriate.
(c) The Members hereby acknowledge and agree that they If the General Partner shall have no right or opportunity determine to approve a merger, consolidation, consent to the conversion, sale the General Partner shall approve the Plan of substantially all assets Conversion, which shall set forth:
(i) the name of the converting entity and the converted entity;
(ii) a statement that the Partnership is continuing its existence in the organizational form of the converted entity;
(iii) a statement as to the type of entity that the converted entity is to be and the state or country under the laws of which the converted entity is to be incorporated, formed or organized;
(iv) the manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or interests, rights, securities or obligations of the converted entity;
(v) in an attachment or exhibit, the certificate of limited partnership of the Partnership; and
(vi) in an attachment or exhibit, the certificate of limited partnership, articles of incorporation, or other significant transaction involving organizational documents of the Company authorized converted entity;
(vii) the effective time of the conversion, which may be the date of the filing of the articles of conversion or a later date specified in or determinable in accordance with the Plan of Conversion (provided, that if the effective time of the conversion is to be later than the date of the filing of such articles of conversion, the effective time shall be fixed at a date or time certain at or prior to the time of the filing of such articles of conversion and approved by stated therein); and
(viii) such other provisions with respect to the Manager, unless required by applicable laws proposed conversion that the General Partner determines to be necessary or regulationsappropriate.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Memorial Production Partners LP), Limited Partnership Agreement (Memorial Production Partners LP)
Procedure for Merger, Consolidation or Conversion. A (a) Merger, consolidation or conversion of the Partnership pursuant to this Article XIV requires the prior consent of the General Partner, provided, however, that, to the fullest extent permitted by law, the General Partner shall have no duty or obligation to consent to any merger, consolidation or conversion of the Company Partnership and may decline to do so free of any fiduciary duty or obligation whatsoever to the Partnership, any Limited Partner and, in declining to consent to a merger, consolidation or conversion, shall not be required to act in good faith or pursuant to any other standard imposed by this Article X requires Agreement, any other agreement contemplated hereby or under the prior approval of the ManagerDelaware Act or any other law, rule or regulation or at equity.
(ab) If the Manager General Partner shall determine to consent to the merger or consolidation, the Manager General Partner shall approve the Merger Agreement, which shall set forth:
(i) the names name and jurisdictions jurisdiction of formation or organization of each of the business entities proposing to merge or consolidate;
(ii) the name and jurisdiction of formation or organization of the business entity that is to survive the proposed merger or consolidation (the “Surviving Business Entity”);
(iii) the terms and conditions of the proposed merger or consolidation;
(iv) the manner and basis of exchanging or converting the rights or securities of, or equity interests in, of each constituent business entity for, or into, cash, propertyproperty or interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity; and (i) if any interests, securities or rights or securities of, or interests in, of any constituent business entity are not to be exchanged or converted solely for, or into, cash, propertyproperty or interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity, then the cash, propertyproperty or interests, rights, securities or securities obligations of any general or interests inlimited partnership, any corporation, trust, limited liability company company, unincorporated business or other business entity (other than the Surviving Business Entity) which the holders of such interests, securities or rights are to receive in exchange for, or upon conversion of their interests, securities or rights, and (ii) in the case of equity interests represented by certificates, upon the surrender of such certificates, which cash, property or interests, rights, securities or interests obligations of the Surviving Business Entity or any general or limited partnership, corporation, trust, limited liability company, unincorporated business or other entity (other than the Surviving Business Entity), or evidences thereof, are to receive, if anybe delivered;
(v) a statement of any changes in the constituent documents or the adoption of new constituent documents (the certificate of formation or limited liability company agreement, articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership partnership, certificate of formation or limited liability company agreement or other similar charter or governing document) of the Surviving Business Entity to be effected by such merger or consolidation;
(vi) the effective time of the merger or consolidationmerger, which may be the date of the filing of the certificate of merger or consolidation pursuant to Section 10.4 Section 14.4 or a later date specified in or determinable in accordance with the Merger Agreement (provided, however, that if the effective time of the merger or consolidation is to be later than the date of the filing of the such certificate of merger or consolidationmerger, the effective time shall be fixed no later than the at a date or time of the filing of certain and stated in the certificate of merger or consolidation or the time stated thereinmerger); and
(vii) such other provisions with respect to the proposed merger or consolidation that the Manager determines to be necessary or appropriate.
(b) If the Manager shall determine to consent to the conversion, the Manager may approve and adopt a Plan of Conversion containing such terms and conditions that the Manager General Partner determines to be necessary or appropriate.
(c) The Members hereby acknowledge and agree that they If the General Partner shall have no right or opportunity determine to approve a merger, consolidation, consent to the conversion, sale the General Partner shall approve the Plan of substantially all assets Conversion, which shall set forth:
(i) the name of the converting entity and the converted entity;
(ii) a statement that the Partnership is continuing its existence in the organizational form of the converted entity;
(iii) a statement as to the type of entity that the converted entity is to be and the state or country under the laws of which the converted entity is to be incorporated, formed or organized;
(iv) the manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or interests, rights, securities or obligations of the converted entity or another entity, or the cancellation of such equity securities;
(v) in an attachment or exhibit, the certificate of limited partnership of the Partnership;
(vi) in an attachment or exhibit, the certificate of limited partnership, articles of incorporation, or other significant transaction involving organizational documents of the Company authorized converted entity;
(vii) the effective time of the conversion, which may be the date of the filing of the certificate of conversion or a later date specified in or determinable in accordance with the Plan of Conversion (provided, however, that if the effective time of the conversion is to be later than the date of the filing of such certificate of conversion, the effective time shall be fixed at a date or time certain and approved by stated in such certificate of conversion); and
(viii) such other provisions with respect to the Manager, unless required by applicable laws proposed conversion that the General Partner determines to be necessary or regulationsappropriate.
Appears in 2 contracts
Samples: Limited Partnership Agreement (LRR Energy, L.P.), Limited Partnership Agreement (LRR Energy, L.P.)
Procedure for Merger, Consolidation or Conversion. A (a) Merger, consolidation or conversion of the Partnership pursuant to this Article XIV requires the approval of the Board of Directors and the prior consent of the General Partner; provided, however, that, to the fullest extent permitted by law, neither the Board of Directors nor the General Partner shall have a duty or obligation to consent to any merger, consolidation or conversion of the Company Partnership and may decline to do so free of any fiduciary duty or obligation whatsoever to the Partnership or any Limited Partner and, in declining to consent to a merger, consolidation or conversion, shall not be required to act in good faith or pursuant to any other standard imposed by this Article X requires Agreement, any Group Member Agreement, any other agreement contemplated hereby or under the prior approval of the ManagerXxxxxxxx Islands Act or any other law, rule or regulation or at equity.
(ab) If the Manager Board of Directors and the General Partner shall determine to consent to the merger merger, consolidation or consolidationconversion, the Manager Board of Directors and the General Partner shall approve the Merger Agreement, which shall set forth:
(i) the names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(ii) the name and jurisdiction of formation or organization of the business entity that is to survive the proposed merger or consolidation (the “Surviving Business Entity”);
(iii) the terms and conditions of the proposed merger or consolidation;
(iv) the manner and basis of exchanging or converting the rights or equity securities of, or interests in, of each constituent business entity for, or into, cash, propertyproperty or interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity; and (i) if any interests, securities or rights or securities of, or interests in, of any constituent business entity are not to be exchanged or converted solely for, or into, cash, propertyproperty or interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity, the cash, propertyproperty or interests, rights, securities or securities obligations of any general or interests inlimited partnership, any corporation, trust, limited liability company company, unincorporated business or other business entity Person (other than the Surviving Business Entity) which the holders of such interests, securities or rights are to receive in exchange for, or upon conversion of their interests, securities or rights, and (ii) in the case of securities represented by certificates, upon the surrender of such certificates, which cash, property or interests, rights, securities or interests obligations of the Surviving Business Entity or any general or limited partnership, corporation, trust, limited liability company, unincorporated business or other Person (other than the Surviving Business Entity), or evidences thereof, are to receive, if anybe delivered;
(v) a statement of any changes in the constituent documents or the adoption of new constituent documents (the certificate of formation or limited liability company agreement, articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership or other similar charter or governing document) of the Surviving Business Entity to be effected by such merger or consolidation;
(vi) the effective time of the merger or consolidationmerger, which may be the date of the filing of the certificate of merger or consolidation pursuant to Section 10.4 Section 14.4 or a later date specified in or determinable in accordance with the Merger Agreement (provided, that if the effective time of the merger or consolidation is to be later than the date of the filing of the such certificate of merger or consolidationmerger, the effective time shall be fixed no later than at a date or time certain at or prior to the time of the filing of the such certificate of merger or consolidation or the time and stated therein); and
(vii) such other provisions with respect to the proposed merger or consolidation that the Manager determines to be necessary or appropriate.
(b) If Board of Directors and the Manager shall General Partner determine to consent to the conversion, the Manager may approve and adopt a Plan of Conversion containing such terms and conditions that the Manager determines to be necessary or appropriate.
(c) The Members hereby acknowledge If the Board of Directors and agree the General Partner shall determine to consent to the conversion the Board of Directors and the General Partner shall approve the Plan of Conversion, which shall set forth:
(i) the name of the converting entity and the converted entity;
(ii) a statement that they shall have no right the Partnership is continuing its existence in the organizational form of the converted entity;
(iii) a statement as to the type of entity that the converted entity is to be and the state or opportunity country under the laws of which the converted entity is to approve a mergerbe incorporated, consolidationformed or organized;
(iv) the manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or interests, rights, securities or obligations of the converted entity or another entity, or for the cancellation of such equity securities;
(v) in an attachment or exhibit, the certificate of limited partnership of the Partnership;
(vi) in an attachment or exhibit, the certificate of limited partnership, articles of incorporation, or other organizational documents of the converted entity;
(vii) the effective time of the conversion, sale which may be the date of substantially all assets the filing of the articles of conversion or a later date specified in or determinable in accordance with the Plan of Conversion (provided, that if the effective time of the conversion is to be later than the date of the filing of such articles of conversion, the effective time shall be fixed at a date or time certain and stated in such articles of conversion); and
(viii) such other significant transaction involving provisions with respect to the Company authorized proposed conversion the Board of Directors and approved by the Manager, unless required by applicable laws General Partner determines to be necessary or regulationsappropriate.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Dynagas LNG Partners LP), Limited Partnership Agreement (Dynagas LNG Partners LP)
Procedure for Merger, Consolidation or Conversion. A mergerMerger, consolidation or conversion of the Company pursuant to this Article X XIV requires the prior approval of the ManagerBoard of Directors.
(a) If the Manager Board of Directors shall determine to consent to the merger or consolidation, the Manager Board of Directors shall approve the Merger Agreement, which shall set forth:
(i) the names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(ii) the name and jurisdiction of formation or organization of the business entity that is to survive the proposed merger or consolidation (the “Surviving Business Entity”"SURVIVING BUSINESS ENTITY");
(iii) the terms and conditions of the proposed merger or consolidation;
(iv) the manner and basis of canceling the rights or securities of, or interests in, each constituent entity or of exchanging or converting the rights or securities of, or interests in, each constituent business entity for, or into, cash, property, rights, or securities of or interests in, the Surviving Business Entity; and if any rights or securities of, or interests in, any constituent business entity are not to be exchanged or converted solely for, or into, cash, property, rights, or securities of or interests in, the Surviving Business Entity, the cash, property, rights, or securities of or interests in, any limited liability company or other business entity which the holders of such rights, securities or interests are to receive, if any;
(v) a statement of any changes in the constituent documents or the adoption of new constituent documents (the certificate of formation or limited liability company agreement, articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership or other similar charter or governing document) of the Surviving Business Entity to be effected by such merger or consolidation;
(vi) the effective time of the merger or consolidation, which may be the date of the filing of the certificate of merger or consolidation pursuant to Section 10.4 Section 14.4 or a later date specified in or determinable in accordance with the Merger Agreement (provided, that if the effective time of the merger or consolidation is to be later than the date of the filing of the certificate of merger or consolidation, the effective time shall be fixed no later than the time of the filing of the certificate of merger or consolidation or the time and stated therein); and
(vii) such other provisions with respect to the proposed merger or consolidation that the Manager Board of Directors determines to be necessary or appropriate.
(b) If the Manager Board of Directors shall determine to consent to the conversion, the Manager Board of Directors may approve and adopt a Plan of Conversion containing such terms and conditions that the Manager Board of Directors determines to be necessary or appropriate.
(c) The Members hereby acknowledge and agree that they shall have no right or opportunity to approve a merger, consolidation, conversion, sale of substantially all assets or other significant transaction involving the Company authorized and approved by the Manager, unless required by applicable laws or regulations.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Travelcenters of America LLC), Limited Liability Company Agreement (Travelcenters of America LLC)
Procedure for Merger, Consolidation or Conversion. A merger(a) Merger, consolidation or conversion of the Company pursuant to this Article X XIV requires the prior approval of the ManagerManaging Member; provided, however, that, to the fullest extent permitted by law, the Managing Member, in declining to consent to a merger, consolidation or conversion, may act in its sole discretion.
(ab) If the Manager Managing Member shall determine to consent to the merger or consolidation, the Manager Managing Member shall approve the Merger Agreement, which shall set forth:
(i) the names name and jurisdictions state or country of formation or organization domicile of each of the business entities proposing to merge or consolidate;
(ii) the name and jurisdiction state of formation or organization domicile of the business entity that is to survive the proposed merger or consolidation (the “Surviving Business Entity”);
(iii) the terms and conditions of the proposed merger or consolidation;
(iv) the manner and basis of exchanging or converting the rights or equity securities of, or interests in, of each constituent business entity for, or into, cash, propertyproperty or interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity; and (A) if any general or limited partner interests, securities or rights or securities of, or interests in, of any constituent business entity are not to be exchanged or converted solely for, or into, cash, propertyproperty or general or limited partner interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity, the cash, propertyproperty or interests, rights, securities or securities obligations of any general or interests inlimited partnership, any corporation, trust, limited liability company company, unincorporated business or other business entity (other than the Surviving Business Entity) which the holders of such general or limited partner interests, securities or rights are to receive in exchange for, or upon conversion of their interests, securities or rights; and (B) in the case of securities represented by certificates, upon the surrender of such certificates, which cash, property or general or limited partner interests, rights, securities or interests obligations of the Surviving Business Entity or any general or limited partnership, corporation, trust, limited liability company, unincorporated business or other entity (other than the Surviving Business Entity), or evidences thereof, are to receive, if anybe delivered;
(v) a statement of any changes in the constituent documents or the adoption of new constituent documents (the certificate of formation or limited liability company agreement, articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership partnership, operating agreement or other similar charter or governing document) of the Surviving Business Entity to be effected by such merger or consolidation;
(vi) the effective time of the merger or consolidationmerger, which may be the date of the filing of the certificate of merger or consolidation pursuant to Section 10.4 Section 14.4 or a later date specified in or determinable in accordance with the Merger Agreement (provided, that if the effective time of the merger or consolidation is to be later than the date of the filing of the such certificate of merger or consolidationmerger, the effective time shall be fixed no later than at a date or time certain at or prior to the time of the filing of the such certificate of merger or consolidation or the time and stated therein); and
(vii) such other provisions with respect to the proposed merger or consolidation that the Manager determines to be necessary or appropriate.
(b) If the Manager shall determine to consent to the conversion, the Manager may approve and adopt a Plan of Conversion containing such terms and conditions that the Manager Managing Member determines to be necessary or appropriate.
(c) The Members hereby acknowledge and agree that they If the Managing Member shall have no right or opportunity determine to approve a merger, consolidation, consent to the conversion, sale the Managing Member shall approve the Plan of substantially all assets Conversion, which shall set forth:
(i) the name of the converting entity and the converted entity;
(ii) a statement that the Company is continuing its existence in the organizational form of the converted entity;
(iii) a statement as to the type of entity that the converted entity is to be and the state or country under the laws of which the converted entity is to be incorporated, formed or organized;
(iv) the manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or interests, rights, securities or obligations of the converted entity;
(v) in an attachment or exhibit, the Certificate of Formation of the Company;
(vi) in an attachment or exhibit, the certificate of limited partnership, articles of incorporation, or other significant transaction involving organizational documents of the Company authorized converted entity;
(vii) the effective time of the conversion, which may be the date of the filing of the articles of conversion or a later date specified in or determinable in accordance with the Plan of Conversion (provided, that if the effective time of the conversion is to be later than the date of the filing of such articles of conversion, the effective time shall be fixed at a date or time certain at or prior to the time of the filing of such articles of conversion and approved by stated therein); and
(viii) such other provisions with respect to the Manager, unless required by applicable laws proposed conversion that the Managing Member determines to be necessary or regulationsappropriate.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (8point3 Energy Partners LP), Master Formation Agreement (Sunpower Corp)
Procedure for Merger, Consolidation or Conversion. A merger(a) Merger, consolidation or conversion of the Company Partnership pursuant to this Article X XIV requires the prior approval consent of the ManagerGeneral Partner, provided, however, that, to the fullest extent permitted by law, the General Partner, in declining to consent to a merger, consolidation or conversion, may act in its sole discretion.
(ab) If the Manager General Partner shall determine to consent to the merger or consolidation, the Manager General Partner shall approve the Merger Agreement, which shall set forth:
(i) the names name and jurisdictions state or country of formation or organization domicile of each of the business entities proposing to merge or consolidate;
(ii) the name and jurisdiction state of formation or organization domicile of the business entity that is to survive the proposed merger or consolidation (the “Surviving Business Entity”);
(iii) the terms and conditions of the proposed merger or consolidation;
(iv) the manner and basis of exchanging or converting the rights or equity securities of, or interests in, of each constituent business entity for, or into, cash, propertyproperty or interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity; and (A) if any general or limited partner interests, securities or rights or securities of, or interests in, of any constituent business entity are not to be exchanged or converted solely for, or into, cash, propertyproperty or general or limited partner interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity, the cash, propertyproperty or interests, rights, securities or securities obligations of any general or interests inlimited partnership, any corporation, trust, limited liability company company, unincorporated business or other business entity (other than the Surviving Business Entity) which the holders of such general or limited partner interests, securities or rights are to receive in exchange for, or upon conversion of their interests, securities or rights; and (B) in the case of securities represented by certificates, upon the surrender of such certificates, which cash, property or general or limited partner interests, rights, securities or interests obligations of the Surviving Business Entity or any general or limited partnership, corporation, trust, limited liability company, unincorporated business or other entity (other than the Surviving Business Entity), or evidences thereof, are to receive, if anybe delivered;
(v) a statement of any changes in the constituent documents or the adoption of new constituent documents (the certificate of formation or limited liability company agreement, articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership partnership, operating agreement or other similar charter or governing document) of the Surviving Business Entity to be effected by such merger or consolidation;
(vi) the effective time of the merger or consolidationmerger, which may be the date of the filing of the certificate of merger or consolidation pursuant to Section 10.4 Section 14.4 or a later date specified in or determinable in accordance with the Merger Agreement (provided, that if the effective time of the merger or consolidation is to be later than the date of the filing of the such certificate of merger or consolidationmerger, the effective time shall be fixed no later than at a date or time certain at or prior to the time of the filing of the such certificate of merger or consolidation or the time and stated therein); and
(vii) such other provisions with respect to the proposed merger or consolidation that the Manager determines to be necessary or appropriate.
(b) If the Manager shall determine to consent to the conversion, the Manager may approve and adopt a Plan of Conversion containing such terms and conditions that the Manager General Partner determines to be necessary or appropriate.
(c) The Members hereby acknowledge and agree that they If the General Partner shall have no right or opportunity determine to approve a merger, consolidation, consent to the conversion, sale the General Partner shall approve the Plan of substantially all assets Conversion, which shall set forth:
(i) the name of the converting entity and the converted entity;
(ii) a statement that the Partnership is continuing its existence in the organizational form of the converted entity;
(iii) a statement as to the type of entity that the converted entity is to be and the state or country under the laws of which the converted entity is to be incorporated, formed or organized;
(iv) the manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or interests, rights, securities or obligations of the converted entity;
(v) in an attachment or exhibit, the certificate of limited partnership of the Partnership;
(vi) in an attachment or exhibit, the certificate of limited partnership, articles of incorporation, or other significant transaction involving organizational documents of the Company authorized converted entity;
(vii) the effective time of the conversion, which may be the date of the filing of the articles of conversion or a later date specified in or determinable in accordance with the Plan of Conversion (provided, that if the effective time of the conversion is to be later than the date of the filing of such articles of conversion, the effective time shall be fixed at a date or time certain at or prior to the time of the filing of such articles of conversion and approved by stated therein); and
(viii) such other provisions with respect to the Manager, unless required by applicable laws proposed conversion that the General Partner determines to be necessary or regulationsappropriate.
Appears in 2 contracts
Samples: Limited Partnership Agreement (8point3 Energy Partners LP), Master Formation Agreement (Sunpower Corp)
Procedure for Merger, Consolidation or Conversion. A (a) The merger, consolidation or conversion of the Company pursuant to this Article X 13 requires the prior approval of a majority of the ManagerBoard and compliance with Section 13.3.
(ab) If the Manager Board shall determine to consent to the a merger or consolidation, the Manager Board shall approve the Merger Agreement, which shall set forth:
(i) the names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(ii) the name and jurisdiction of formation or organization of the business entity Surviving Business Entity that is to survive the proposed merger or consolidation (the “Surviving Business Entity”)consolidation;
(iii) the terms and conditions of the proposed merger or consolidation;
(iv) the manner and basis of exchanging or converting the rights or equity securities of, or interests in, of each constituent business entity for, or into, cash, propertyproperty or interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity; and (A) if any general or limited partner interests, securities or rights or securities of, or interests in, of any constituent business entity are not to be exchanged or converted solely for, or into, cash, propertyproperty or general or limited partner interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity, the cash, propertyproperty or interests, rights, securities or securities obligations of any general or interests inlimited partnership, any corporation, trust, limited liability company company, unincorporated business or other business entity (other than the Surviving Business Entity) which the holders of such general or limited partner interests, securities or rights are to receive in exchange for, or upon conversion of their interests, securities or rights and (B) in the case of securities represented by certificates, upon the surrender of such certificates, which cash, property or general or limited partner interests, rights, securities or interests obligations of the Surviving Business Entity or any general or limited partnership, corporation, trust, limited liability company, unincorporated business or other entity (other than the Surviving Business Entity), or evidences thereof, are to receive, if anybe delivered;
(v) a statement of any changes in the constituent documents or the adoption of new constituent documents (the certificate of formation or limited liability company agreement, articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership partnership, certificate of formation, limited liability company agreement or other similar charter or governing document) of the Surviving Business Entity to be effected by such merger or consolidation;
(vi) the effective time of the merger or consolidationmerger, which may be the date of the filing of the certificate of merger or consolidation pursuant to Section 10.4 Section 13.4 or a later date specified in or determinable in accordance with the Merger Agreement (Agreement; provided, however, that if the effective time of the merger or consolidation is to be later than the date of the filing of the such certificate of merger or consolidationmerger, the effective time shall be fixed no later than at a date or time certain at or prior to the time of the filing of the such certificate of merger or consolidation or the time and stated therein); and
(vii) such other provisions with respect to the proposed merger or consolidation that the Manager determines to be as are deemed necessary or appropriateappropriate by the Board.
(bc) If the Manager Board shall determine to consent to a conversion of the conversionCompany, the Manager may Board shall approve and adopt a Plan of Conversion containing such terms and conditions that the Manager Board determines to be necessary or appropriate.
(c) The Members hereby acknowledge and agree that they shall have no right or opportunity to approve a merger, consolidation, conversion, sale of substantially all assets or other significant transaction involving the Company authorized and approved by the Manager, unless required by applicable laws or regulations.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Southcross Energy Partners, L.P.), Limited Liability Company Agreement (Southcross Energy Partners, L.P.)
Procedure for Merger, Consolidation or Conversion. A merger, consolidation or conversion of the Company pursuant to this Article X IX requires the prior approval of the ManagerBoard.
(a) If the Manager Board shall determine to consent to the merger or consolidation, the Manager Board shall approve the Merger Agreement, which shall set forth:
(i) the names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(ii) the name and jurisdiction of formation or organization of the business entity that is to survive the proposed merger or consolidation (the “Surviving Business Entity”);
(iii) the terms and conditions of the proposed merger or consolidation;
(iv) the manner and basis of exchanging or converting the rights or securities of, or interests in, each constituent business entity for, or into, cash, property, rights, or securities of or interests in, the Surviving Business Entity; and if any rights or securities of, or interests in, any constituent business entity are not to be exchanged or converted solely for, or into, cash, property, rights, or securities of or interests in, the Surviving Business Entity, the cash, property, rights, or securities of or interests in, any limited liability company or other business entity which the holders of such rights, securities or interests are to receive, if any;
(v) a statement of any changes in the constituent documents or the adoption of new constituent documents (the certificate of formation or limited liability company agreement, articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership or other similar charter or governing document) of the Surviving Business Entity to be effected by such merger or consolidation;
(vi) the effective time of the merger or consolidation, which may be the date of the filing of the certificate of merger or consolidation pursuant to Section 10.4 Section 9.4 or a later date specified in or determinable in accordance with the Merger Agreement (provided, that if the effective time of the merger or consolidation is to be later than the date of the filing of the certificate of merger or consolidation, the effective time shall be fixed no later than the time of the filing of the certificate of merger or consolidation or the time stated therein); and
(vii) such other provisions with respect to the proposed merger or consolidation that the Manager Board determines to be necessary or appropriate.
(b) If the Manager Board shall determine to consent to the conversion, the Manager Board may approve and adopt a Plan of Conversion containing such terms and conditions that the Manager Board determines to be necessary or appropriate.
(c) The Members hereby acknowledge and agree that they shall have no right or opportunity to approve a merger, consolidation, conversion, sale of substantially all assets or other significant transaction involving the Company authorized and approved by the ManagerBoard, unless required by applicable laws or regulations.
Appears in 2 contracts
Samples: Operating Agreement (LODE Payments International LLC), Operating Agreement (StartEngine Real Estate REIT 1 LLC)
Procedure for Merger, Consolidation or Conversion. A (a) Merger, consolidation or conversion of the Partnership pursuant to this Article XIV requires the prior consent of the General Partner, provided, however, that, to the fullest extent permitted by law, the General Partner shall have no duty or obligation to consent to any merger, consolidation or conversion of the Company Partnership and may decline to do so free of any fiduciary duty or obligation whatsoever to the Partnership, any Limited Partner and, in declining to consent to a merger, consolidation or conversion, shall not be required to act pursuant to any other standard imposed by this Article X requires Agreement, any other agreement contemplated hereby or under the prior approval of the ManagerDelaware Act or any other law, rule or regulation or at equity.
(ab) If the Manager General Partner shall determine to consent to the merger or consolidation, the Manager General Partner shall approve the Merger Agreement, which shall set forth:
(i) the names name and jurisdictions jurisdiction of formation or organization of each of the business entities proposing to merge or consolidate;
(ii) the name and jurisdiction of formation or organization of the business entity that is to survive the proposed merger or consolidation (the “Surviving Business Entity”);
(iii) the terms and conditions of the proposed merger or consolidation;
(iv) the manner and basis of exchanging or converting the rights or equity securities of, or interests in, of each constituent business entity for, or into, cash, propertyproperty or interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity; and (i) if any general or limited partner interests, securities or rights or securities of, or interests in, of any constituent business entity are not to be exchanged or converted solely for, or into, cash, propertyproperty or general or limited partner interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity, the cash, propertyproperty or interests, rights, securities or securities obligations of any general or interests inlimited partnership, any corporation, trust, limited liability company company, unincorporated business or other business entity (other than the Surviving Business Entity) which the holders of such general or limited partner interests, securities or rights are to receive in exchange for, or upon conversion of their interests, securities or rights, and (ii) in the case of securities represented by certificates, upon the surrender of such certificates, which cash, property or general or limited partner interests, rights, securities or interests obligations of the Surviving Business Entity or any general or limited partnership, corporation, trust, limited liability company, unincorporated business or other entity (other than the Surviving Business Entity), or evidences thereof, are to receive, if anybe delivered;
(v) a statement of any changes in the constituent documents or the adoption of new constituent documents (the certificate of formation or limited liability company agreement, articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership partnership, operating agreement or other similar charter or governing document) of the Surviving Business Entity to be effected by such merger or consolidation;
(vi) the effective time of the merger or consolidationmerger, which may be the date of the filing of the certificate of merger or consolidation pursuant to Section 10.4 Section 14.4 or a later date specified in or determinable in accordance with the Merger Agreement (provided, that if the effective time of the merger or consolidation is to be later than the date of the filing of the such certificate of merger or consolidationmerger, the effective time shall be fixed no later than at a date or time certain at or prior to the time of the filing of the such certificate of merger or consolidation or the time and stated therein); and
(vii) such other provisions with respect to the proposed merger or consolidation that the Manager General Partner determines to be necessary or appropriate.
(b) If the Manager shall determine to consent to the conversion, the Manager may approve and adopt a Plan of Conversion containing such terms and conditions that the Manager determines to be necessary or appropriate.
(c) The Members hereby acknowledge and agree that they shall have no right or opportunity to approve a merger, consolidation, conversion, sale of substantially all assets or other significant transaction involving the Company authorized and approved by the Manager, unless required by applicable laws or regulations.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Quicksilver Gas Services LP), Limited Partnership Agreement (Quicksilver Gas Services LP)
Procedure for Merger, Consolidation or Conversion. A merger(a) Merger, consolidation or conversion of the Company pursuant to this Article X XIV requires the prior approval of the ManagerBoard of Directors.
(ab) If the Manager Board of Directors shall determine to consent to the merger merger, consolidation or consolidationconversion, the Manager Board of Directors shall approve the Merger Agreement, which shall set forth:
(i) the names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(ii) the name and jurisdiction of formation or organization of the business entity that is to survive the proposed merger or consolidation (the “Surviving Business Entity”);
(iii) the terms and conditions of the proposed merger or consolidation;
(iv) the manner and basis of exchanging or converting the rights or equity securities of, or interests in, of each constituent business entity for, or into, cash, propertyproperty or interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity; and (i) if any interests, securities or rights or securities of, or interests in, of any constituent business entity are not to be exchanged or converted solely for, or into, cash, propertyproperty or interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity, the cash, propertyproperty or interests, rights, securities or securities obligations of any general or interests inlimited partnership, any corporation, trust, limited liability company company, unincorporated business or other business entity Person (other than the Surviving Business Entity) which the holders of such interests, securities or rights are to receive in exchange for, or upon conversion of their interests, securities or rights, and (ii) in the case of securities represented by certificates, upon the surrender of such certificates, which cash, property or interests, rights, securities or interests obligations of the Surviving Business Entity or any general or limited partnership, corporation, trust, limited liability company, unincorporated business or other Person (other than the Surviving Business Entity), or evidences thereof, are to receive, if anybe delivered;
(v) a statement of any changes in the constituent documents or the adoption of new constituent documents (the certificate of formation or limited liability company agreement, articles or certificate of incorporation, articles of trust, declaration of trust, certificate or operating agreement of limited partnership or other similar charter or governing document) of the Surviving Business Entity to be effected by such merger or consolidation;
(vi) the effective time of the merger or consolidationmerger, which may be the date of the filing of the certificate of merger or consolidation pursuant to Section 10.4 Section 14.4 or a later date specified in or determinable in accordance with the Merger Agreement (provided, that if the effective time of the merger or consolidation is to be later than the date of the filing of the such certificate of merger or consolidationmerger, the effective time shall be fixed no later than at a date or time certain at or prior to the time of the filing of the such certificate of merger or consolidation or the time and stated therein); and
(vii) such other provisions with respect to the proposed merger or consolidation that the Manager determines to be necessary or appropriate.
(b) If the Manager shall Board of Directors determine to consent to the conversion, the Manager may approve and adopt a Plan of Conversion containing such terms and conditions that the Manager determines to be necessary or appropriate.
(c) The Members hereby acknowledge If the Board of Directors shall determine to consent to the conversion the Board of Directors shall approve the Plan of Conversion, which shall set forth:
(i) the name of the converting entity and agree the converted entity;
(ii) a statement that they shall have no right the Company is continuing its existence in the organizational form of the converted entity;
(iii) a statement as to the type of entity that the converted entity is to be and the state or opportunity country under the laws of which the converted entity is to approve a mergerbe incorporated, consolidationformed or organized;
(iv) the manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or interests, rights, securities or obligations of the converted entity or another entity, or for the cancellation of such equity securities;
(v) in an attachment or exhibit, the certificate of formation of the Company;
(vi) in an attachment or exhibit, the certificate of formation, certificate of limited partnership, articles of incorporation, or other organizational documents of the converted entity;
(vii) the effective time of the conversion, sale which may be the date of substantially all assets the filing of the articles of conversion or a later date specified in or determinable in accordance with the Plan of Conversion (provided, that if the effective time of the conversion is to be later than the date of the filing of such articles of conversion, the effective time shall be fixed at a date or time certain and stated in such articles of conversion); and
(viii) such other significant transaction involving provisions with respect to the Company authorized and approved by proposed conversion the Manager, unless required by applicable laws Board of Directors may determine to be necessary or regulationsappropriate.
Appears in 2 contracts
Samples: Operating Agreement (Seadrill Partners LLC), Operating Agreement
Procedure for Merger, Consolidation or Conversion. A merger(a) Merger, consolidation or conversion of the Company pursuant to this Article X XIV requires the prior approval of the ManagerBoard of Directors and the Transocean Member; provided, however, that, to the fullest extent permitted by law, the Board of Directors, in declining to consent to a merger, consolidation or conversion, may act in its sole discretion.
(ab) If the Manager Board of Directors shall determine to consent to the merger merger, consolidation or consolidationconversion, the Manager Board of Directors shall approve the Merger Agreement, which shall set forth:
(i) the names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(ii) the name and jurisdiction of formation or organization of the business entity that is to survive the proposed merger or consolidation (the “Surviving Business Entity”);
(iii) the terms and conditions of the proposed merger or consolidation;
(iv) the manner and basis of exchanging or converting the rights or equity securities of, or interests in, of each constituent business entity for, or into, cash, propertyproperty or interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity; and (i) if any interests, securities or rights or securities of, or interests in, of any constituent business entity are not to be exchanged or converted solely for, or into, cash, propertyproperty or interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity, the cash, propertyproperty or interests, rights, securities or securities obligations of any general or interests inlimited partnership, any corporation, trust, limited liability company company, unincorporated business or other business entity Person (other than the Surviving Business Entity) which the holders of such interests, securities or rights are to receive in exchange for, or upon conversion of their interests, securities or rights, and (ii) in the case of securities represented by certificates, upon the surrender of such certificates, which cash, property or interests, rights, securities or interests obligations of the Surviving Business Entity or any general or limited partnership, corporation, trust, limited liability company, unincorporated business or other Person (other than the Surviving Business Entity), or evidences thereof, are to receive, if anybe delivered;
(v) a statement of any changes in the constituent documents or the adoption of new constituent documents (the certificate of formation or limited liability company agreement, articles or certificate of incorporation, articles of trust, declaration of trust, certificate or operating agreement of limited partnership or other similar charter or governing document) of the Surviving Business Entity to be effected by such merger or consolidation;
(vi) the effective time of the merger or consolidationmerger, which may be the date of the filing of the certificate of merger or consolidation pursuant to Section 10.4 Section 14.4 or a later date specified in or determinable in accordance with the Merger Agreement (provided, that if the effective time of the merger or consolidation is to be later than the date of the filing of the such certificate of merger or consolidationmerger, the effective time shall be fixed no later than at a date or time certain at or prior to the time of the filing of the such certificate of merger or consolidation or the time and stated therein); and
(vii) such other provisions with respect to the proposed merger or consolidation that the Manager determines to be necessary or appropriate.
(b) If the Manager shall Board of Directors determine to consent to the conversion, the Manager may approve and adopt a Plan of Conversion containing such terms and conditions that the Manager determines to be necessary or appropriate.
(c) The Members hereby acknowledge If the Board of Directors shall determine to consent to the conversion the Board of Directors shall approve the Plan of Conversion, which shall set forth:
(i) the name of the converting entity and agree the converted entity;
(ii) a statement that they shall have no right the Company is continuing its existence in the organizational form of the converted entity;
(iii) a statement as to the type of entity that the converted entity is to be and the state or opportunity country under the laws of which the converted entity is to approve a mergerbe incorporated, consolidationformed or organized;
(iv) the manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or interests, rights, securities or obligations of the converted entity or another entity, or for the cancellation of such equity securities;
(v) in an attachment or exhibit, the certificate of formation of the Company;
(vi) in an attachment or exhibit, the certificate of formation, certificate of limited partnership, articles of incorporation, or other organizational documents of the converted entity;
(vii) the effective time of the conversion, sale which may be the date of substantially all assets the filing of the articles of conversion or a later date specified in or determinable in accordance with the Plan of Conversion (provided, that if the effective time of the conversion is to be later than the date of the filing of such articles of conversion, the effective time shall be fixed at a date or time certain and stated in such articles of conversion); and
(viii) such other significant transaction involving provisions with respect to the Company authorized and approved by proposed conversion the Manager, unless required by applicable laws Board of Directors may determine to be necessary or regulationsappropriate.
Appears in 2 contracts
Samples: Limited Liability Company Agreement, Limited Liability Company Agreement (Transocean Partners LLC)
Procedure for Merger, Consolidation or Conversion. A (a) Merger, consolidation or conversion of the Partnership pursuant to this Article XIV requires the approval of the Board of Directors and the prior consent of the General Partner; provided, however, that, to the fullest extent permitted by law, neither the Board of Directors nor the General Partner shall have a duty or obligation to consent to any merger, consolidation or conversion of the Company Partnership and may decline to do so free of any fiduciary duty or obligation whatsoever to the Partnership or any Limited Partner and, in declining to consent to a merger, consolidation or conversion, shall not be required to act in good faith or pursuant to any other standard imposed by this Article X requires Agreement, any Group Member Agreement, any other agreement contemplated hereby or under the prior approval of the ManagerXxxxxxxx Islands Act or any other law, rule or regulation or at equity.
(ab) If the Manager Board of Directors and the General Partner shall determine to consent to the merger merger, consolidation or consolidationconversion, the Manager Board of Directors and the General Partner shall approve the Merger Agreement, which shall set forth:
(i) the names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(ii) the name and jurisdiction of formation or organization of the business entity that is to survive the proposed merger or consolidation (the “"Surviving Business Entity”");
(iii) the terms and conditions of the proposed merger or consolidation;
(iv) the manner and basis of exchanging or converting the rights or equity securities of, or interests in, of each constituent business entity for, or into, cash, propertyproperty or interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity; and (i) if any interests, securities or rights or securities of, or interests in, of any constituent business entity are not to be exchanged or converted solely for, or into, cash, propertyproperty or interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity, the cash, propertyproperty or interests, rights, securities or securities obligations of any general or interests inlimited partnership, any corporation, trust, limited liability company company, unincorporated business or other business entity Person (other than the Surviving Business Entity) which the holders of such interests, securities or rights are to receive in exchange for, or upon conversion of their interests, securities or rights, and (ii) in the case of securities represented by certificates, upon the surrender of such certificates, which cash, property or interests, rights, securities or interests obligations of the Surviving Business Entity or any general or limited partnership, corporation, trust, limited liability company, unincorporated business or other Person (other than the Surviving Business Entity), or evidences thereof, are to receive, if anybe delivered;
(v) a statement of any changes in the constituent documents or the adoption of new constituent documents (the certificate of formation or limited liability company agreement, articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership or other similar charter or governing document) of the Surviving Business Entity to be effected by such merger or consolidation;
(vi) the effective time of the merger or consolidationmerger, which may be the date of the filing of the certificate of merger or consolidation pursuant to Section 10.4 Section 14.4 or a later date specified in or determinable in accordance with the Merger Agreement (provided, that if the effective time of the merger or consolidation is to be later than the date of the filing of the such certificate of merger or consolidationmerger, the effective time shall be fixed no later than at a date or time certain at or prior to the time of the filing of the such certificate of merger or consolidation or the time and stated therein); and
(vii) such other provisions with respect to the proposed merger or consolidation that the Manager determines to be necessary or appropriate.
(b) If Board of Directors and the Manager shall General Partner determine to consent to the conversion, the Manager may approve and adopt a Plan of Conversion containing such terms and conditions that the Manager determines to be necessary or appropriate.
(c) The Members hereby acknowledge If the Board of Directors and agree the General Partner shall determine to consent to the conversion the Board of Directors and the General Partner shall approve the Plan of Conversion, which shall set forth:
(i) the name of the converting entity and the converted entity;
(ii) a statement that they shall have no right the Partnership is continuing its existence in the organizational form of the converted entity;
(iii) a statement as to the type of entity that the converted entity is to be and the state or opportunity country under the laws of which the converted entity is to approve a mergerbe incorporated, consolidationformed or organized;
(iv) the manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or interests, rights, securities or obligations of the converted entity or another entity, or for the cancellation of such equity securities;
(v) in an attachment or exhibit, the certificate of limited partnership of the Partnership;
(vi) in an attachment or exhibit, the certificate of limited partnership, articles of incorporation, or other organizational documents of the converted entity;
(vii) the effective time of the conversion, sale which may be the date of substantially all assets the filing of the articles of conversion or a later date specified in or determinable in accordance with the Plan of Conversion (provided, that if the effective time of the conversion is to be later than the date of the filing of such articles of conversion, the effective time shall be fixed at a date or time certain and stated in such articles of conversion); and
(viii) such other significant transaction involving provisions with respect to the Company authorized proposed conversion the Board of Directors and approved by the Manager, unless required by applicable laws General Partner determines to be necessary or regulationsappropriate.
Appears in 2 contracts
Samples: Limited Partnership Agreement (FAREASTERN SHIPPING LTD), Limited Partnership Agreement (Dynagas LNG Partners LP)
Procedure for Merger, Consolidation or Conversion. A mergerMerger, consolidation or conversion of the Company pursuant to this Article X requires the prior approval of the ManagerBoard of Directors.
(a) If the Manager Board of Directors shall determine in its sole discretion to consent to the a merger or consolidation, the Manager Board of Directors shall approve the Merger Agreement, which shall set forth:
(i) the names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(ii) the name and jurisdiction of formation or organization of the business entity that is to survive the proposed merger or consolidation (the “Surviving Business Entity”);
(iii) the terms and conditions of the proposed merger or consolidation;
(iv) the manner and basis of exchanging or converting the rights or securities of, or interests in, each constituent business entity for, or into, cash, property, rights, or securities of or interests in, the Surviving Business Entity; and if any rights or securities of, or interests in, any constituent business entity are not to be exchanged or converted solely for, or into, cash, property, rights, or securities of or interests in, the Surviving Business Entity, the cash, property, rights, or securities of or interests in, any limited liability company or other business entity which the holders of such rights, securities or interests are to receive, if any;
(v) a statement of any changes in the constituent documents or the adoption of new constituent documents (the certificate of formation or formation, limited liability company agreement, articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership or other similar charter or governing document) of the Surviving Business Entity to be effected by such merger or consolidation;
(vi) the effective time of the merger or consolidation, which may be the date of the filing of the certificate of merger or consolidation pursuant to Section Section 10.4 or a later date specified in or determinable in accordance with the Merger Agreement (Agreement; provided, that if the effective time of the merger or consolidation such transaction is to be later than the date of the filing of the certificate of merger or consolidationsuch certificate, the effective time shall be fixed no later than the time of the filing of the such certificate of merger or consolidation or the time stated therein); and
(vii) such other provisions with respect to the proposed merger or consolidation that the Manager Board of Directors determines in its sole discretion to be necessary or appropriate.
(b) If the Manager Board of Directors shall determine to consent to a conversion of the conversionCompany into a corporation or other legal entity, the Manager Board of Directors may approve and adopt a Plan of Conversion containing such terms and conditions that the Manager Board of Directors determines to be necessary or appropriate.
(c) The Members hereby acknowledge and agree that they shall have no right or opportunity to approve a merger, consolidation, conversion, sale of substantially all assets or other significant transaction involving the Company authorized and approved by the Manager, unless required by applicable laws or regulations.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Five Point Holdings, LLC), Limited Liability Company Agreement (Five Point Holdings, LLC)
Procedure for Merger, Consolidation or Conversion. A merger(a) Merger, consolidation or conversion of the Company pursuant to this Article X XIII requires the prior approval of the ManagerBoard; provided, that, to the maximum extent permitted by Law, the Board shall have no duty or obligation to approve any merger, consolidation or conversion of the Company and may decline to do so free of any duty or obligation whatsoever to the Company or any Member and, in declining to approve a merger, consolidation or conversion, shall not be required to act in good faith or pursuant to any other standard imposed by this Agreement, any other agreement contemplated hereby or under the Delaware Act or any other Law, rule or regulation or at equity.
(ab) If the Manager shall determine Board determines to consent to approve the merger or consolidation, the Manager Board shall approve the Merger Agreement, which shall set forth:
(i) the names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(ii) the name and jurisdiction of formation or organization of the business entity that is to survive the proposed merger or consolidation (the “Surviving Business Entity”);
(iii) the terms and conditions of the proposed merger or consolidation;
(iv) the manner and basis of exchanging or converting the rights or equity securities of, or interests in, of each constituent business entity for, or into, cash, propertyproperty or interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity; and (A) if any interests, securities or rights or securities of, or interests in, of any constituent business entity are not to be exchanged or converted solely for, or into, cash, propertyproperty or interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity, the cash, propertyproperty or interests, rights, securities or securities obligations of or interests in, any limited liability company or entity (other business entity than the Surviving Entity) which the holders of such interests, securities or rights are to receive in exchange for, or upon conversion of their interests, securities or rights, and (B) in the case of securities represented by certificates, upon the surrender of such certificates, which cash, property or interests, rights, securities or interests obligations of the Surviving Entity or any other entity (other than the Surviving Entity), or evidences thereof, are to receive, if anybe delivered;
(v) a statement of any changes in the constituent documents or the adoption of new constituent documents (the certificate of formation or limited liability company agreement, articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership partnership, operating agreement or other similar charter or governing document) of the Surviving Business Entity to be effected by such merger or consolidation;
(vi) the effective time of the merger or consolidationmerger, which may be the date of the filing of the certificate of merger or consolidation pursuant to Section 10.4 Section 13.4 or a later date specified in or determinable in accordance with the Merger Agreement (provided, that if the effective time of the merger or consolidation is to be later than the date of the filing of the such certificate of merger or consolidationmerger, the effective time shall be fixed no later than at a date or time certain at or prior to the time of the filing of the such certificate of merger or consolidation or the time and stated therein); and
(vii) such other provisions with respect to the proposed merger or consolidation that the Manager Board determines to be necessary or appropriate.
(bc) If the Manager shall determine Board determines to consent to approve the conversion, the Manager Board may approve and adopt a Plan of Conversion containing such terms and conditions that the Manager Board determines to be necessary or appropriate.
(c) The Members hereby acknowledge and agree that they shall have no right or opportunity to approve a merger, consolidation, conversion, sale of substantially all assets or other significant transaction involving the Company authorized and approved by the Manager, unless required by applicable laws or regulations.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Grizzly Energy, LLC), Limited Liability Company Agreement (Grizzly Energy, LLC)
Procedure for Merger, Consolidation or Conversion. A merger, consolidation or conversion of the Company pursuant to this Article X requires solely the prior written approval of the Manager, and notwithstanding any other provision of this Agreement, no consent, vote or approval of any Member shall be required for any such merger, consolidation or conversion.
(a) If the Manager shall determine to consent to the merger or consolidation, the Manager shall approve the Merger Agreement, which shall set forth:
(i) the names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(ii) the name and jurisdiction of formation or organization of the business entity that is to survive the proposed merger or consolidation (the “Surviving Business Entity”);
(iii) the terms and conditions of the proposed merger or consolidation;
(iv) the manner and basis of exchanging or converting the rights or securities of, or interests in, each constituent business entity for, or into, cash, property, rights, or securities of or interests in, the Surviving Business Entity; and if any rights or securities of, or interests in, any constituent business entity are not to be exchanged or converted solely for, or into, cash, property, rights, or securities of or interests in, the Surviving Business Entity, the cash, property, rights, or securities of or interests in, any limited liability company or other business entity which the holders of such rights, securities or interests are to receive, if any;
(v) a statement of any changes in the constituent documents or the adoption of new constituent documents (the certificate of formation or limited liability company agreement, articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership or other similar charter or governing document) of the Surviving Business Entity to be effected by such merger or consolidation;
(vi) the effective time of the merger or consolidation, which may be the date of the filing of the certificate of merger or consolidation pursuant to Section 10.4 or a later date specified in or determinable in accordance with the Merger Agreement (provided, that if the effective time of the merger or consolidation is to be later than the date of the filing of the certificate of merger or consolidation, the effective time shall be fixed no later than the time of the filing of the certificate of merger or consolidation or the time stated therein); and
(vii) such other provisions with respect to the proposed merger or consolidation that the Manager determines to be necessary or appropriate.
(b) If the Manager shall determine to consent to the conversion, the Manager may approve and adopt a written Plan of Conversion containing such terms and conditions that the Manager determines to be necessary or appropriate.
(c) The Members hereby acknowledge and agree that they shall have no right or opportunity to approve a merger, consolidation, conversion, sale of substantially all assets or other significant transaction involving the Company authorized and approved by the Manager, unless required by applicable laws or regulations.
Appears in 2 contracts
Samples: Operating Agreement (GB8 Residential LLC), Operating Agreement (FundRebel Dean, LLC)
Procedure for Merger, Consolidation or Conversion. A (a) Merger, consolidation or conversion of the Partnership pursuant to this Article XIV requires the approval of the Board of Directors and the prior consent of the General Partner; provided, however, that, to the fullest extent permitted by law, neither the Board of Directors nor the General Partner shall have a duty or obligation to consent to any merger, consolidation or conversion of the Company Partnership and may decline to do so free of any fiduciary duty or obligation whatsoever to the Partnership or any Limited Partner and, in declining to consent to a merger, consolidation or conversion, shall not be required to act in good faith or pursuant to any other standard imposed by this Article X requires Agreement, any Group Member Agreement, any other agreement contemplated hereby or under the prior approval of the ManagerXxxxxxxx Islands Act or any other law, rule or regulation or at equity.
(ab) If the Manager Board of Directors and the General Partner shall determine to consent to the merger merger, consolidation or consolidationconversion, the Manager Board of Directors and the General Partner shall approve the Merger Agreement, which shall set forth:
(i) the names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(ii) the name and jurisdiction of formation or organization of the business entity that is to survive the proposed merger or consolidation (the “Surviving Business Entity”);
(iii) the terms and conditions of the proposed merger or consolidation;
(iv) the manner and basis of exchanging or converting the rights or equity securities of, or interests in, of each constituent business entity for, or into, cash, propertyproperty or interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity; and (i) if any interests, securities or rights or securities of, or interests in, of any constituent business entity are not to be exchanged or converted solely for, or into, cash, propertyproperty or interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity, the cash, propertyproperty or interests, rights, securities or securities obligations of any general or interests inlimited partnership, any corporation, trust, limited liability company company, unincorporated business or other business entity Person (other than the Surviving Business Entity) which the holders of such interests, securities or rights are to receive in exchange for, or upon conversion of their interests, securities or rights, and (ii) in the case of securities represented by certificates, upon the surrender of such certificates, which cash, property or interests, rights, securities or interests obligations of the Surviving Business Entity or any general or limited partnership, corporation, trust, limited liability company, unincorporated business or other Person (other than the Surviving Business Entity), or evidences thereof, are to receive, if anybe delivered;
(vc) a statement of any changes in the constituent documents or the adoption of new constituent documents (the certificate of formation or limited liability company agreement, articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership or other similar charter or governing document) of the Surviving Business Entity to be effected by such merger or consolidation;
(vii) the effective time of the merger or consolidationmerger, which may be the date of the filing of the certificate of merger or consolidation pursuant to Section 10.4 Section 14.4 or a later date specified in or determinable in accordance with the Merger Agreement (provided, that if the effective time of the merger or consolidation is to be later than the date of the filing of the such certificate of merger or consolidationmerger, the effective time shall be fixed no later than the time of the filing of the certificate of merger or consolidation or the time stated therein); andeffective
(viiii) such other provisions with respect to the proposed merger or consolidation that the Manager determines Board of Directors and the General Partner determine to be necessary or appropriate.
(bd) If the Manager Board of Directors and the General Partner shall determine to consent to the conversion the Board of Directors and the General Partner shall approve the Plan of Conversion, which shall set forth:
(i) the name of the converting entity and the converted entity;
(ii) a statement that the Partnership is continuing its existence in the organizational form of the converted entity;
(iii) a statement as to the type of entity that the converted entity is to be and the state or country under the laws of which the converted entity is to be incorporated, formed or organized;
(iv) the manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or interests, rights, securities or obligations of the converted entity or another entity, or for the cancellation of such equity securities;
(e) in an attachment or exhibit, the certificate of limited partnership of the Partnership;
(i) in an attachment or exhibit, the certificate of limited partnership, articles of incorporation, or other organizational documents of the converted entity;
(ii) the effective time of the conversion, which may be the date of the filing of the articles of conversion or a later date specified in or determinable in accordance with the Plan of Conversion (provided, that if the effective time of the conversion is to be later than the date of the filing of such articles of conversion, the Manager may approve effective time shall be fixed at a date or time certain and adopt a Plan stated in such articles of Conversion containing conversion); and
(iii) such terms other provisions with respect to the proposed conversion the Board of Directors and conditions that the Manager General Partner determines to be necessary or appropriate.
(c) The Members hereby acknowledge and agree that they shall have no right or opportunity to approve a merger, consolidation, conversion, sale of substantially all assets or other significant transaction involving the Company authorized and approved by the Manager, unless required by applicable laws or regulations.
Appears in 1 contract
Samples: Limited Partnership Agreement
Procedure for Merger, Consolidation or Conversion. A Merger, consolidation or conversion of the Partnership pursuant to this Article XIV requires the prior consent of the General Partner and Special Approval, provided, however, that, to the fullest extent permitted by law, the General Partner shall have no duty or obligation to consent to any merger, consolidation or conversion of the Company Partnership and may decline to do so free of any fiduciary duty or obligation whatsoever to the Partnership, or any Limited Partner and, in declining to consent to a merger, consolidation or conversion, shall not be required to act in good faith or pursuant to any other standard imposed by this Article X requires Agreement, any other agreement contemplated hereby or under the prior approval of the ManagerDelaware Act or any other law, rule or regulation or at equity.
(a) If the Manager General Partner shall determine to consent to the merger or consolidation, the Manager General Partner shall approve the Merger Agreement, which shall set forth:
(i) the names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(ii) the name and jurisdiction of formation or organization of the business entity that is to survive the proposed merger or consolidation (the “Surviving Business Entity”);
(iii) the terms and conditions of the proposed merger or consolidation;
(iv) the manner and basis of exchanging or converting the rights or equity securities of, or interests in, of each constituent business entity for, or into, cash, propertyproperty or general or limited partner interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity; and (x) if any general or limited partner interests, securities or rights or securities of, or interests in, of any constituent business entity are not to be exchanged or converted solely for, or into, cash, propertyproperty or general or limited partner interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity, the cash, propertyproperty or general or limited partner interests, rights, securities or securities obligations of any general or interests inlimited partnership, any corporation, trust, limited liability company company, unincorporated business or other business entity (other than the Surviving Business Entity) which the holders of such general or limited partner interests, securities or rights are to receive in exchange for, or upon conversion of their general or limited partner interests, securities or rights, and (y) in the case of securities represented by certificates, upon the surrender of such certificates, which cash, property or general or limited partner interests, rights, securities or interests obligations of the Surviving Business Entity or any general or limited partnership, corporation, trust, limited liability company, unincorporated business or other entity (other than the Surviving Business Entity), or evidences thereof, are to receive, if anybe delivered;
(v) a statement of any changes in the constituent documents or the adoption of new constituent documents (the certificate of formation or limited liability company agreement, articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership partnership, operating agreement or other similar charter or governing document) of the Surviving Business Entity to be effected by such merger or consolidation;
(vi) the effective time of the merger or consolidationmerger, which may be the date of the filing of the certificate of merger or consolidation pursuant to Section 10.4 Section 14.4 or a later date specified in or determinable in accordance with the Merger Agreement (provided, that if the effective time of the merger or consolidation is to be later than the date of the filing of the certificate of merger or consolidationmerger, the effective time shall be fixed no later than the at a date or time of the filing of the certificate of merger or consolidation or the time stated thereincertain); and
(vii) such other provisions with respect to the proposed merger or consolidation that the Manager General Partner determines to be necessary or appropriate.
(b) If the Manager General Partner shall determine to consent to the conversion, the Manager General Partner shall approve the Plan of Conversion, which shall set forth:
(i) the name of the converting entity and the converted entity;
(ii) a statement that the Partnership is continuing its existence in the organizational form of the converted entity;
(iii) a statement as to the type of entity that the converted entity is to be and the state or country under the laws of which the converted entity is to be incorporated, formed or organized;
(iv) the manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or interests, rights, securities or obligations of the converted entity;
(v) in an attachment or exhibit, the certificate of limited partnership of the Partnership; and
(vi) in an attachment or exhibit, the certificate of limited partnership, articles of incorporation, or other organizational documents of the converted entity;
(vii) the effective time of the conversion, which may approve and adopt be the date of the filing of the articles of conversion or a later date specified in or determinable in accordance with the Plan of Conversion containing (provided, that if the effective time of the conversion is to be later than the date of the filing of such terms articles of conversion, the effective time shall be fixed at a date or time certain at or prior to the time of the filing of such articles of conversion and conditions stated therein); and
(viii) such other provisions with respect to the proposed conversion that the Manager General Partner determines to be necessary or appropriate.
(c) The Members hereby acknowledge and agree that they shall have no right or opportunity to approve a merger, consolidation, conversion, sale of substantially all assets or other significant transaction involving the Company authorized and approved by the Manager, unless required by applicable laws or regulations.
Appears in 1 contract
Samples: Agreement of Limited Partnership (Duncan Energy Partners L.P.)
Procedure for Merger, Consolidation or Conversion. A (a) Merger, consolidation or conversion of the Partnership pursuant to this Article XIV requires the prior consent of the General Partner, provided, however, that, to the fullest extent permitted by law, the General Partner shall have no duty or obligation to consent to any merger, consolidation or conversion of the Company Partnership and may decline to do so free of any fiduciary duty or obligation whatsoever to the Partnership, any Limited Partner and, in declining to consent to a merger, consolidation or conversion, shall not be required to act in good faith or pursuant to any other standard imposed by this Article X requires Agreement, any other agreement contemplated hereby or under the prior approval of the ManagerAct or any other law, rule or regulation or at equity.
(ab) If the Manager General Partner shall determine to consent to the merger or consolidation, the Manager General partner shall approve the Merger Agreement, which shall set forth:
(i) the names name and jurisdictions state of formation or organization domicile of each of the business entities proposing to merge or consolidate;
(ii) the name and jurisdiction state of formation or organization domicile of the business entity that is to survive the proposed merger or consolidation (the “Surviving Business Entity”"SURVIVING BUSINESS ENTITY");
(iii) the terms and conditions of the proposed merger or consolidation;
(iv) the manner and basis of exchanging or converting the rights or equity securities of, or interests in, of each constituent business entity for, or into, cash, propertyproperty or interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity; and (i) if any general or limited partner interests, securities or rights or securities of, or interests in, of any constituent business entity are not to be exchanged or converted solely for, or into, cash, propertyproperty or general or limited partner interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity, the cash, propertyproperty or interests, rights, securities or securities obligations of any general or interests inlimited partnership, any corporation, trust, limited liability company company, unincorporated business or other business entity (other than the Surviving Business Entity) which the holders of such general or limited partner interests, securities or rights are to receive in exchange for, or upon conversion of their interests, securities or rights, and (ii) in the case of securities represented by certificates, upon the surrender of such certificates, which cash, property or general or limited partner interests, rights, securities or interests obligations of the Surviving Business Entity or any general or limited partnership, corporation, trust, limited liability company, unincorporated business or other entity (other than the Surviving Business Entity), or evidences thereof, are to receive, if anybe delivered;
(v) a statement of any changes in the constituent documents or the adoption of new constituent documents (the certificate of formation or limited liability company agreement, articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership partnership, operating agreement or other similar charter or governing document) of the Surviving Business Entity to be effected by such merger or consolidation;
(vi) the effective time of the merger or consolidationmerger, which may be the date of the filing of the certificate of merger or consolidation pursuant to Section 10.4 Section 14.4 or a later date specified in or determinable in accordance with the Merger Agreement (provided, that if the effective time of the merger or consolidation is to be later than the date of the filing of the such certificate of merger or consolidationmerger, the effective time shall be fixed no later than at a date or time certain at or prior to the time of the filing of the such certificate of merger or consolidation or the time and stated therein); and
(vii) such other provisions with respect to the proposed merger or consolidation that the Manager determines to be necessary or appropriate.
(b) If the Manager shall determine to consent to the conversion, the Manager may approve and adopt a Plan of Conversion containing such terms and conditions that the Manager General Partner determines to be necessary or appropriate.
(c) The Members hereby acknowledge and agree that they If the General Partner shall have no right or opportunity determine to approve a merger, consolidation, consent to the conversion, sale the General Partner shall approve the Plan of substantially all assets Conversion, which shall set forth:
(i) the name of the converting entity and the converted entity;
(ii) a statement that the Partnership is continuing its existence in the organizational form of the converted entity;
(iii) a statement as to the type of entity that the converted entity is to be and the state or country under the laws of which the converted entity is to be incorporated, formed or organized;
(iv) the manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or interests, rights, securities or obligations of the converted entity;
(v) in an attachment or exhibit, the certificate of limited partnership of the Partnership; and
(vi) in an attachment or exhibit, the certificate of limited partnership, articles of incorporation, or other significant transaction involving organizational documents of the Company authorized converted entity;
(vii) the effective time of the conversion, which may be the date of the filing of the articles of conversion or a later date specified in or determinable in accordance with the Plan of Conversion (provided, that if the effective time of the conversion is to be later than the date of the filing of such articles of conversion, the effective time shall be fixed at a date or time certain at or prior to the time of the filing of such articles of conversion and approved by stated therein); and
(viii) such other provisions with respect to the Manager, unless required by applicable laws proposed conversion that the General Partner determines to be necessary or regulationsappropriate.
Appears in 1 contract
Samples: Agreement of Limited Partnership (EV Energy Partners, LP)
Procedure for Merger, Consolidation or Conversion. A (a) Merger, consolidation or conversion of the Partnership pursuant to this Article XIV requires the prior consent of the General Partner, provided, however, that, to the fullest extent permitted by law, the General Partner shall have no duty or obligation to consent to any merger, consolidation or conversion of the Company Partnership and may decline to do so free of any fiduciary duty or obligation whatsoever to the Partnership, any Limited Partner and, in declining to consent to a merger, consolidation or conversion, shall not be required to act pursuant to any other standard imposed by this Article X requires Agreement, any other agreement contemplated hereby or under the prior approval of the ManagerDelaware Act or any other law, rule or regulation or at equity.
(ab) If the Manager General Partner shall determine to consent to the merger or consolidation, the Manager General Partner shall approve the Merger Agreement, which shall set forth:
(i) the names name and jurisdictions jurisdiction of formation or organization of each of the business entities proposing to merge or consolidate;
(ii) the name and jurisdiction of formation or organization of the business entity that is to survive the proposed merger or consolidation (the “Surviving Business Entity”);
(iii) the terms and conditions of the proposed merger or consolidation;
(iv) the manner and basis of exchanging or converting the rights or equity securities of, or interests in, of each constituent business entity for, or into, cash, propertyproperty or interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity; and (i) if any general or limited partner interests, securities or rights or securities of, or interests in, of any constituent business entity are not to be exchanged or converted solely for, or into, cash, propertyproperty or general or limited partner interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity, the cash, propertyproperty or interests, rights, securities or securities obligations of any general or interests inlimited partnership, any corporation, trust, limited liability company company, unincorporated business or other business entity (other than the Surviving Business Entity) which the holders of such general or limited partner interests, securities or rights are to receive in exchange for, or upon conversion of their interests, securities or rights, and (ii) in the case of securities represented by certificates, upon the surrender of such certificates, which cash, property or general or limited partner interests, rights, securities or interests obligations of the Surviving Business Entity or any general or limited partnership, corporation, trust, limited liability company, unincorporated business or other entity (other than the Surviving Business Entity), or evidences thereof, are to receive, if anybe delivered;
(v) a statement of any changes in the constituent documents or the adoption of new constituent documents (the certificate of formation or limited liability company agreement, articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership partnership, operating agreement or other similar charter or governing document) of the Surviving Business Entity to be effected by such merger or consolidation;
(vi) the effective time of the merger or consolidationmerger, which may be the date of the filing of the certificate of merger or consolidation pursuant to Section 10.4 Section 14.4 or a later date specified in or determinable in accordance with the Merger Agreement (provided, provided that if the effective time of the merger or consolidation is to be later than the date of the filing of the such certificate of merger or consolidationmerger, the effective time shall be fixed no later than at a date or time certain at or prior to the time of the filing of the such certificate of merger or consolidation or the time and stated therein); and
(vii) such other provisions with respect to the proposed merger or consolidation that the Manager determines to be necessary or appropriate.
(b) If the Manager shall determine to consent to the conversion, the Manager may approve and adopt a Plan of Conversion containing such terms and conditions that the Manager General Partner determines to be necessary or appropriate.
(c) The Members hereby acknowledge and agree that they If the General Partner shall have no right or opportunity determine to approve a merger, consolidation, consent to the conversion, sale the General Partner shall approve the Plan of substantially all assets Conversion, which shall set forth:
(i) the name of the converting entity and the converted entity;
(ii) a statement that the Partnership is continuing its existence in the organizational form of the converted entity;
(iii) a statement as to the type of entity that the converted entity is to be and the state or country under the laws of which the converted entity is to be incorporated, formed or organized;
(iv) the manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or interests, rights, securities or obligations of the converted entity or another entity, or for the cancellation of such equity securities;
(v) in an attachment or exhibit, the certificate of limited partnership of the Partnership; and
(vi) in an attachment or exhibit, the certificate of limited partnership, articles of incorporation, or other significant transaction involving organizational documents of the Company authorized converted entity;
(vii) the effective time of the conversion, which may be the date of the filing of the articles of conversion or a later date specified in or determinable in accordance with the Plan of Conversion (provided that if the effective time of the conversion is to be later than the date of the filing of such articles of conversion, the effective time shall be fixed at a date or time certain at or prior to the time of the filing of such articles of conversion and approved by stated therein); and
(viii) such other provisions with respect to the Manager, unless required by applicable laws proposed conversion that the General Partner determines to be necessary or regulationsappropriate.
Appears in 1 contract
Samples: Limited Partnership Agreement (Western Gas Partners LP)
Procedure for Merger, Consolidation or Conversion. A (a) Merger, consolidation or conversion of the Partnership pursuant to this Article XIV requires the prior consent of the General Partner, provided, however, that, to the fullest extent permitted by law, the General Partner shall have no duty or obligation to consent to any merger, consolidation or conversion of the Company Partnership and may decline to do so free of any fiduciary duty or obligation whatsoever to the Partnership, any Limited Partner and, in declining to consent to a merger, consolidation or conversion, shall not be required to act in good faith or pursuant to any other standard imposed by this Article X requires Agreement, any other agreement contemplated hereby or under the prior approval of the ManagerAct or any other law, rule or regulation or at equity.
(ab) If the Manager General Partner shall determine to consent to the merger or consolidation, the Manager General partner shall approve the Merger Agreement, which shall set forth:
(i) the names name and jurisdictions state of formation or organization domicile of each of the business entities proposing to merge or consolidate;
(ii) the name and jurisdiction state of formation or organization domicile of the business entity that is to survive the proposed merger or consolidation (the “Surviving Business Entity”);
(iii) the terms and conditions of the proposed merger or consolidation;
(iv) the manner and basis of exchanging or converting the rights or equity securities of, or interests in, of each constituent business entity for, or into, cash, propertyproperty or interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity; and (i) if any general or limited partner interests, securities or rights or securities of, or interests in, of any constituent business entity are not to be exchanged or converted solely for, or into, cash, propertyproperty or 69 general or limited partner interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity, the cash, propertyproperty or interests, rights, securities or securities obligations of any general or interests inlimited partnership, any corporation, trust, limited liability company company, unincorporated business or other business entity (other than the Surviving Business Entity) which the holders of such general or limited partner interests, securities or rights are to receive in exchange for, or upon conversion of their interests, securities or rights, and (ii) in the case of securities represented by certificates, upon the surrender of such certificates, which cash, property or general or limited partner interests, rights, securities or interests obligations of the Surviving Business Entity or any general or limited partnership, corporation, trust, limited liability company, unincorporated business or other entity (other than the Surviving Business Entity), or evidences thereof, are to receive, if anybe delivered;
(v) a statement of any changes in the constituent documents or the adoption of new constituent documents (the certificate of formation or limited liability company agreement, articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership partnership, operating agreement or other similar charter or governing document) of the Surviving Business Entity to be effected by such merger or consolidation;
(vi) the effective time of the merger or consolidationmerger, which may be the date of the filing of the certificate of merger or consolidation pursuant to Section 10.4 Section 14.4 or a later date specified in or determinable in accordance with the Merger Agreement (provided, that if the effective time of the merger or consolidation is to be later than the date of the filing of the such certificate of merger or consolidationmerger, the effective time shall be fixed no later than at a date or time certain at or prior to the time of the filing of the such certificate of merger or consolidation or the time and stated therein); and
(vii) such other provisions with respect to the proposed merger or consolidation that the Manager determines to be necessary or appropriate.
(b) If the Manager shall determine to consent to the conversion, the Manager may approve and adopt a Plan of Conversion containing such terms and conditions that the Manager General Partner determines to be necessary or appropriate.
(c) The Members hereby acknowledge and agree that they If the General Partner shall have no right or opportunity determine to approve a merger, consolidation, consent to the conversion, sale the General Partner shall approve the Plan of substantially all assets Conversion, which shall set forth:
(i) the name of the converting entity and the converted entity;
(ii) a statement that the Partnership is continuing its existence in the organizational form of the converted entity;
(iii) a statement as to the type of entity that the converted entity is to be and the state or country under the laws of which the converted entity is to be incorporated, formed or organized;
(iv) the manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or interests, rights, securities or obligations of the converted entity;
(v) in an attachment or exhibit, the certificate of limited partnership of the Partnership; and
(vi) in an attachment or exhibit, the certificate of limited partnership, articles of incorporation, or other significant transaction involving organizational documents of the Company authorized converted entity;
(vii) the effective time of the conversion, which may be the date of the filing of the articles of conversion or a later date specified in or determinable in accordance with the Plan of Conversion (provided, that if the effective time of the conversion is to be later than the date of the filing of such articles of conversion, the effective time shall be fixed at a date or time certain at or prior to the time of the filing of such articles of conversion and approved by stated therein); and
(viii) such other provisions with respect to the Manager, unless required by applicable laws proposed conversion that the General Partner determines to be necessary or regulationsappropriate.
Appears in 1 contract
Samples: Limited Partnership Agreement (Targa Resources Partners LP)
Procedure for Merger, Consolidation or Conversion. A (a) Merger, consolidation or conversion of the Partnership pursuant to this Article XIV requires the prior consent of the General Partner, provided, however, that, to the fullest extent permitted by law, the General Partner shall have no duty or obligation to consent to any merger, consolidation or conversion of the Company Partnership and may decline to do so free of any fiduciary duty or obligation whatsoever to the Partnership, any Limited Partner and, in declining to consent to a merger, consolidation or conversion, shall not be required to act in good faith or pursuant to any other standard imposed by this Article X requires Agreement, any other agreement contemplated hereby or under the prior approval of the ManagerDelaware Act or any other law, rule or regulation or at equity.
(ab) If the Manager General Partner shall determine to consent to the merger or consolidation, the Manager General Partner shall approve the Merger Agreement, which shall set forth:
(i) the names name and jurisdictions jurisdiction of formation or organization of each of the business entities proposing to merge or consolidate;
(ii) the name and jurisdiction of formation or organization of the business entity that is to survive the proposed merger or consolidation (the “Surviving Business Entity”);
(iii) the terms and conditions of the proposed merger or consolidation;
(iv) the manner and basis of exchanging or converting the rights or securities of, or equity interests in, of each constituent business entity for, or into, cash, propertyproperty or interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity; and (i) if any interests, securities or rights or securities of, or interests in, of any constituent business entity are not to be exchanged or converted solely for, or into, ACCESS MIDSTREAM PARTNERS, L.P. COMPOSITE AGREEMENT OF LIMITED PARTNERSHIP cash, propertyproperty or interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity, then the cash, propertyproperty or interests, rights, securities or securities obligations of any general or interests inlimited partnership, any corporation, trust, limited liability company company, unincorporated business or other business entity (other than the Surviving Business Entity) which the holders of such interests, securities or rights are to receive in exchange for, or upon conversion of their interests, securities or rights, and (ii) in the case of equity interests represented by certificates, upon the surrender of such certificates, which cash, property or interests, rights, securities or interests obligations of the Surviving Business Entity or any general or limited partnership, corporation, trust, limited liability company, unincorporated business or other entity (other than the Surviving Business Entity), or evidences thereof, are to receive, if anybe delivered;
(v) a statement of any changes in the constituent documents or the adoption of new constituent documents (the certificate of formation or limited liability company agreement, articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership partnership, certificate of formation or limited liability company agreement or other similar charter or governing document) of the Surviving Business Entity to be effected by such merger or consolidation;
(vi) the effective time of the merger or consolidationmerger, which may be the date of the filing of the certificate of merger or consolidation pursuant to Section 10.4 Section 14.4 or a later date specified in or determinable in accordance with the Merger Agreement (provided, that if the effective time of the merger or consolidation is to be later than the date of the filing of the such certificate of merger or consolidationmerger, the effective time shall be fixed no later than the at a date or time of the filing of certain and stated in the certificate of merger or consolidation or the time stated thereinmerger); and
(vii) such other provisions with respect to the proposed merger or consolidation that the Manager determines to be necessary or appropriate.
(b) If the Manager shall determine to consent to the conversion, the Manager may approve and adopt a Plan of Conversion containing such terms and conditions that the Manager General Partner determines to be necessary or appropriate.
(c) The Members hereby acknowledge and agree that they If the General Partner shall have no right or opportunity determine to approve a merger, consolidation, consent to the conversion, sale the General Partner shall approve the Plan of substantially all assets Conversion, which shall set forth:
(i) the name of the converting entity and the converted entity;
(ii) a statement that the Partnership is continuing its existence in the organizational form of the converted entity;
(iii) a statement as to the type of entity that the converted entity is to be and the state or country under the laws of which the converted entity is to be incorporated, formed or organized;
(iv) the manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or interests, rights, securities or obligations of the converted entity or another entity, or for the cancellation of such equity securities; ACCESS MIDSTREAM PARTNERS, L.P. COMPOSITE AGREEMENT OF LIMITED PARTNERSHIP
(v) in an attachment or exhibit, the certificate of limited partnership of the Partnership; and
(vi) in an attachment or exhibit, the certificate of limited partnership, articles of incorporation, or other significant transaction involving organizational documents of the Company authorized converted entity;
(vii) the effective time of the conversion, which may be the date of the filing of the articles of conversion or a later date specified in or determinable in accordance with the Plan of Conversion (provided, that if the effective time of the conversion is to be later than the date of the filing of such articles of conversion, the effective time shall be fixed at a date or time certain and approved by stated in such articles of conversion); and
(viii) such other provisions with respect to the Manager, unless required by applicable laws proposed conversion that the General Partner determines to be necessary or regulationsappropriate.
Appears in 1 contract
Samples: Limited Partnership Agreement (Access Midstream Partners Lp)
Procedure for Merger, Consolidation or Conversion. A (a) Merger, consolidation or conversion of the Partnership pursuant to this Article XIV requires the prior consent of the General Partner, provided, however, that, to the fullest extent permitted by law, the General Partner shall have no duty or obligation to consent to any merger, consolidation or conversion of the Company Partnership and may decline to do so free of any fiduciary duty or obligation whatsoever to the Partnership, any Limited Partner and, in declining to consent to a merger, consolidation or conversion, shall not be required to act pursuant to any other standard imposed by this Article X requires Agreement, any other agreement contemplated hereby or under the prior approval of the ManagerDelaware Act or any other law, rule or regulation or at equity.
(ab) If the Manager General Partner shall determine to consent to the merger or consolidation, the Manager General Partner shall approve the Merger Agreement, which shall set forth:
(i) the names name and jurisdictions jurisdiction of formation or organization of each of the business entities proposing to merge or consolidate;
(ii) the name and jurisdiction of formation or organization of the business entity that is to survive the proposed merger or consolidation (the “Surviving Business Entity”);
(iii) the terms and conditions of the proposed merger or consolidation;
(iv) the manner and basis of exchanging or converting the rights or equity securities of, or interests in, of each constituent business entity for, or into, cash, propertyproperty or interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity; and (i) if any general or limited partner interests, securities or rights or securities of, or interests in, of any constituent business entity are not to be exchanged or converted solely for, or into, cash, propertyproperty or general or limited partner interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity, the cash, propertyproperty or interests, rights, securities or securities obligations of any general or interests inlimited partnership, any corporation, trust, limited liability company company, unincorporated business or other business entity (other than the Surviving Business Entity) which the holders of such general or limited partner interests, securities or rights are to receive in exchange for, or upon conversion of their interests, securities or rights, and (ii) in the case of securities represented by certificates, upon the surrender of such certificates, which cash, property or general or limited partner interests, rights, securities or interests obligations of the Surviving Business Entity or any general or limited partnership, corporation, trust, limited liability company, unincorporated business or other entity (other than the Surviving Business Entity), or evidences thereof, are to receive, if anybe delivered;
(v) a statement of any changes in the constituent documents or the adoption of new constituent documents (the certificate of formation or limited liability company agreement, articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership partnership, operating agreement or other similar charter or governing document) of the Surviving Business Entity to be effected by such merger or consolidation;
(vi) the effective time of the merger or consolidationmerger, which may be the date of the filing of the certificate of merger or consolidation pursuant to Section 10.4 Section 14.4 or a later date specified in or determinable in accordance with the Merger Agreement (provided, that if the effective time of the merger or consolidation is to be later than the date of the filing of the such certificate of merger or consolidationmerger, the effective time shall be fixed no later than at a date or time certain at or prior to the time of the filing of the such certificate of merger or consolidation or the time and stated therein); and
(vii) such other provisions with respect to the proposed merger or consolidation that the Manager determines to be necessary or appropriate.
(b) If the Manager shall determine to consent to the conversion, the Manager may approve and adopt a Plan of Conversion containing such terms and conditions that the Manager General Partner determines to be necessary or appropriate.
(c) The Members hereby acknowledge and agree that they If the General Partner shall have no right or opportunity determine to approve a merger, consolidation, consent to the conversion, sale the General Partner shall approve the Plan of substantially all assets Conversion, which shall set forth:
(i) the name of the converting entity and the converted entity;
(ii) a statement that the Partnership is continuing its existence in the organizational form of the converted entity;
(iii) a statement as to the type of entity that the converted entity is to be and the state or country under the laws of which the converted entity is to be incorporated, formed or organized;
(iv) the manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or interests, rights, securities or obligations of the converted entity or another entity, or for the cancellation of such equity securities;
(v) in an attachment or exhibit, the certificate of limited partnership of the Partnership; and
(vi) in an attachment or exhibit, the certificate of limited partnership, articles of incorporation, or other significant transaction involving organizational documents of the Company authorized converted entity;
(vii) the effective time of the conversion, which may be the date of the filing of the articles of conversion or a later date specified in or determinable in accordance with the Plan of Conversion (provided, that if the effective time of the conversion is to be later than the date of the filing of such articles of conversion, the effective time shall be fixed at a date or time certain at or prior to the time of the filing of such articles of conversion and approved by stated therein); and
(viii) such other provisions with respect to the Manager, unless required by applicable laws proposed conversion that the General Partner determines to be necessary or regulationsappropriate.
Appears in 1 contract
Samples: Limited Partnership Agreement (Western Gas Partners LP)
Procedure for Merger, Consolidation or Conversion. A (a) The merger, consolidation or conversion of the Company pursuant to this Article X 13 requires the prior approval of the ManagerBoard.
(ab) If the Manager Board shall determine to consent to the a merger or consolidation, then the Manager Board shall approve the Merger Agreement, which shall set forth:
(i) the names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(ii) the name and jurisdiction of formation or organization of the business entity Surviving Business Entity that is to survive the proposed merger or consolidation (the “Surviving Business Entity”)consolidation;
(iii) the terms and conditions of the proposed merger or consolidation;
(iv) the manner and basis of exchanging or converting the rights or equity securities of, or interests in, of each constituent business entity for, or into, cash, propertyproperty or interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity; and (A) if any general or limited partner interests, securities or rights or securities of, or interests in, of any constituent business entity are not to be exchanged or converted solely for, or into, cash, propertyproperty or general or limited partner interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity, the cash, propertyproperty or interests, rights, securities or securities obligations of any general or interests inlimited partnership, any corporation, trust, limited liability company company, unincorporated business or other business entity (other than the Surviving Business Entity) which the holders of such general or limited partner interests, securities or rights are to receive in exchange for, or upon conversion of their interests, securities or rights and (B) in the case of securities represented by certificates, upon the surrender of such certificates, which cash, property or general or limited partner interests, rights, securities or interests obligations of the Surviving Business Entity or any general or limited partnership, corporation, trust, limited liability company, unincorporated business or other entity (other than the Surviving Business Entity), or evidences thereof, are to receive, if anybe delivered;
(v) a statement of any changes in the constituent documents or the adoption of new constituent documents (the certificate of formation or limited liability company agreement, articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership partnership, certificate of formation, limited liability company agreement or other similar charter or governing document) of the Surviving Business Entity to be effected by such merger or consolidation;
(vi) the effective time of the merger or consolidationmerger, which may be the date of the filing of the certificate of merger or consolidation pursuant to Section 10.4 Section 13.3 or a later date specified in or determinable in accordance with the Merger Agreement (Agreement; provided, however, that if the effective time of the merger or consolidation is to be later than the date of the filing of the such certificate of merger or consolidationmerger, the effective time shall be fixed no later than at a date or time certain at or prior to the time of the filing of the such certificate of merger or consolidation or the time and stated therein); and
(vii) such other provisions with respect to the proposed merger or consolidation that the Manager determines to be as are deemed necessary or appropriateappropriate by the Board.
(bc) If the Manager Board shall determine to consent to a conversion of the conversionCompany, then the Manager may Board shall approve and adopt a Plan of Conversion containing such terms and conditions that the Manager Board determines to be necessary or appropriate.
(c) The Members hereby acknowledge and agree that they shall have no right or opportunity to approve a merger, consolidation, conversion, sale of substantially all assets or other significant transaction involving the Company authorized and approved by the Manager, unless required by applicable laws or regulations.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Summit Midstream Partners, LP)
Procedure for Merger, Consolidation or Conversion. A merger(a) Merger, consolidation consolidation, or conversion of the Company Partnership pursuant to this Article X XIV requires the prior approval consent of the ManagerGeneral Partner, provided, however, that, to the fullest extent permitted by law, the General Partner shall have no duty or obligation to consent to any merger, consolidation, or conversion of the Partnership and may decline to do so free of any fiduciary duty or obligation whatsoever to the Partnership or any Limited Partner and, in declining to consent to a merger, consolidation, or conversion, shall not be required to act in good faith or pursuant to any other standard imposed by this Agreement or any other agreement contemplated hereby or under the Act or any other law, rule, or regulation or at equity.
(ab) If the Manager General Partner shall determine to consent to the merger or consolidation, the Manager General Partner shall approve the Merger Agreement, which shall set forth:
(i) the names name and jurisdictions state of formation or organization domicile of each of the business entities proposing to merge or consolidate;
(ii) the name and jurisdiction state of formation or organization domicile of the business entity that is to survive the proposed merger or consolidation (the “Surviving Business Entity”);
(iii) the terms and conditions of the proposed merger or consolidation;
(iv) the manner and basis of exchanging or converting the rights or equity securities of, or interests in, of each constituent business entity for, or into, cash, property, or interests, rights, securities, or securities obligations of or interests in, the Surviving Business Entity; and (i) if any rights general or securities oflimited partner interests, securities, or interests in, rights of any constituent business entity are not to be exchanged or converted solely for, or into, cash, property, or general or limited partner interests, rights, securities, or securities obligations of or interests in, the Surviving Business Entity, the cash, property, or interests, rights, securities, or securities obligations of any general or interests inlimited partnership, any corporation, trust, limited liability company company, unincorporated business, or other business entity (other than the Surviving Business Entity) which the holders of such rightsgeneral or limited partner interests, securities or interests rights are to receivereceive in exchange for, if anyor upon conversion of, their interests, securities, or rights, and (ii) in the case of securities represented by certificates, upon the surrender of such certificates, which cash, property, or general or limited partner interests, rights, securities, or obligations of the Surviving Business Entity or any general or limited partnership, corporation, trust, limited liability company, unincorporated business, or other entity (other than the Surviving Business Entity), or evidences thereof, are to be delivered;
(v) a statement of any changes in the constituent documents or the adoption of new constituent documents (the certificate of formation or limited liability company agreement, articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership partnership, operating agreement, or other similar charter or governing document) of the Surviving Business Entity to be effected by such merger or consolidation;
(vi) the effective time of the merger or consolidationmerger, which may be the date of the filing of the certificate of merger or consolidation pursuant to Section 10.4 Section 14.4 or a later date specified in or determinable in accordance with the Merger Agreement (provided, that if the effective time of the merger or consolidation is to be later than the date of the filing of the such certificate of merger or consolidationmerger, the effective time shall be fixed no later than at a date or time certain at or prior to the time of the filing of the such certificate of merger or consolidation or the time and stated therein); and
(vii) such other provisions with respect to the proposed merger or consolidation that the Manager determines to be necessary or appropriate.
(b) If the Manager shall determine to consent to the conversion, the Manager may approve and adopt a Plan of Conversion containing such terms and conditions that the Manager General Partner determines to be necessary or appropriate.
(c) The Members hereby acknowledge and agree that they If the General Partner shall have no right or opportunity determine to approve a merger, consolidation, consent to the conversion, sale the General Partner shall approve the Plan of substantially all assets Conversion, which shall set forth:
(i) the name of the converting entity and the converted entity;
(ii) a statement that the Partnership is continuing its existence in the organizational form of the converted entity;
(iii) a statement as to the type of entity that the converted entity is to be and the state or country under the laws of which the converted entity is to be incorporated, formed, or organized;
(iv) the manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property, or interests, rights, securities, or obligations of the converted entity;
(v) in an attachment or exhibit, the certificate of limited partnership of the Partnership; and
(vi) in an attachment or exhibit, the certificate of limited partnership, articles of incorporation, or other significant transaction involving organizational documents of the Company authorized converted entity;
(vii) the effective time of the conversion, which may be the date of the filing of the articles of conversion or a later date specified in or determinable in accordance with the Plan of Conversion (provided, that if the effective time of the conversion is to be later than the date of the filing of such articles of conversion, the effective time shall be fixed at a date or time certain at or prior to the time of the filing of such articles of conversion and approved by stated therein); and
(viii) such other provisions with respect to the Manager, unless required by applicable laws proposed conversion that the General Partner determines to be necessary or regulationsappropriate.
Appears in 1 contract
Procedure for Merger, Consolidation or Conversion. A mergerMerger, consolidation or conversion of the Company pursuant to this Article X XII requires the prior approval of the ManagerBoard of Directors.
(a) If the Manager Board of Directors shall determine to consent to the merger or consolidation, the Manager Board of Directors shall approve the Merger Agreement, which shall set forth:
(i) the names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(ii) the name and jurisdiction of formation or organization of the business entity that is to survive the proposed merger or consolidation (the “Surviving Business Entity”);
(iii) the terms and conditions of the proposed merger or consolidation;
(iv) the manner and basis of exchanging or converting the rights or securities of, or interests in, each constituent business entity for, or into, cash, property, rights, or securities of or interests in, the Surviving Business Entity; and if any rights or securities of, or interests in, any constituent business entity are not to be exchanged or converted solely for, or into, cash, property, rights, or securities of or interests in, the Surviving Business Entity, the cash, property, rights, or securities of or interests in, any limited liability company or other business entity which the holders of such rights, securities or interests are to receive, if any;
(v) a statement of any changes in the constituent documents or the adoption of new constituent documents (the certificate of formation or limited liability company agreement, articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership or other similar charter or governing document) of the Surviving Business Entity to be effected by such merger or consolidation;
(vi) the effective time of the merger or consolidationmerger, which may be the date of the filing of the certificate of merger or consolidation pursuant to Section 10.4 Section 12.4 or a later date specified in or determinable in accordance with the Merger Agreement (provided, that if the effective time of the merger or consolidation is to be later than the date of the filing of the certificate of merger or consolidationmerger, the effective time shall be fixed no later than the time of the filing of the certificate of merger or consolidation or the time stated therein); and
(vii) such other provisions with respect to the proposed merger or consolidation that the Manager Board of Directors determines to be necessary or appropriate.
(b) If the Manager Board of Directors shall determine to consent to the conversion, the Manager Board of Directors may approve and adopt a Plan of Conversion containing such terms and conditions that the Manager Board of Directors determines to be necessary or appropriate.
(c) The Members hereby acknowledge and agree that they shall have no right or opportunity to approve a merger, consolidation, conversion, sale of substantially all assets or other significant transaction involving the Company authorized and approved by the Manager, unless required by applicable laws or regulations.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Valero Gp Holdings LLC)
Procedure for Merger, Consolidation or Conversion. A (a) Merger, consolidation or conversion of the Partnership pursuant to this Article XIV requires the prior consent of the General Partner, provided, however, that, to the fullest extent permitted by law, the General Partner shall have no duty or obligation to consent to any merger, consolidation or conversion of the Company Partnership and may decline to do so free of any fiduciary duty or obligation whatsoever to the Partnership, any Limited Partner and, in declining to consent to a merger, consolidation or conversion, shall not be required to act in good faith or pursuant to any other standard imposed by this Article X requires Agreement, any other agreement contemplated hereby or under the prior approval of the ManagerDelaware Act or any other law, rule or regulation or at equity.
(ab) If the Manager General Partner shall determine to consent to the merger or consolidation, the Manager General Partner shall approve the Merger Agreement, which shall set forth:
(i) the names name and jurisdictions jurisdiction of formation or organization of each of the business entities proposing to merge or consolidate;
(ii) the name and jurisdiction of formation or organization of the business entity that is to survive the proposed merger or consolidation (the “Surviving Business Entity”);; SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
(iii) the terms and conditions of the proposed merger or consolidation;
(iv) the manner and basis of exchanging or converting the rights or securities of, or equity interests in, of each constituent business entity for, or into, cash, propertyproperty or interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity; and (i) if any interests, securities or rights or securities of, or interests in, of any constituent business entity are not to be exchanged or converted solely for, or into, cash, propertyproperty or interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity, then the cash, propertyproperty or interests, rights, securities or securities obligations of any general or interests inlimited partnership, any corporation, trust, limited liability company company, unincorporated business or other business entity (other than the Surviving Business Entity) which the holders of such interests, securities or rights are to receive in exchange for, or upon conversion of their interests, securities or rights, and (ii) in the case of equity interests represented by certificates, upon the surrender of such certificates, which cash, property or interests, rights, securities or interests obligations of the Surviving Business Entity or any general or limited partnership, corporation, trust, limited liability company, unincorporated business or other entity (other than the Surviving Business Entity), or evidences thereof, are to receive, if anybe delivered;
(v) a statement of any changes in the constituent documents or the adoption of new constituent documents (the certificate of formation or limited liability company agreement, articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership partnership, certificate of formation or limited liability company agreement or other similar charter or governing document) of the Surviving Business Entity to be effected by such merger or consolidation;
(vi) the effective time of the merger or consolidationmerger, which may be the date of the filing of the certificate of merger or consolidation pursuant to Section 10.4 Section 14.4 or a later date specified in or determinable in accordance with the Merger Agreement (provided, that if the effective time of the merger or consolidation is to be later than the date of the filing of the such certificate of merger or consolidationmerger, the effective time shall be fixed no later than the at a date or time of the filing of certain and stated in the certificate of merger or consolidation or the time stated thereinmerger); and
(vii) such other provisions with respect to the proposed merger or consolidation that the Manager determines to be necessary or appropriate.
(b) If the Manager shall determine to consent to the conversion, the Manager may approve and adopt a Plan of Conversion containing such terms and conditions that the Manager General Partner determines to be necessary or appropriate.
(c) The Members hereby acknowledge and agree that they If the General Partner shall have no right or opportunity determine to approve a merger, consolidation, consent to the conversion, sale the General Partner shall approve the Plan of substantially all assets Conversion, which shall set forth:
(i) the name of the converting entity and the converted entity;
(ii) a statement that the Partnership is continuing its existence in the organizational form of the converted entity;
(iii) a statement as to the type of entity that the converted entity is to be and the state or country under the laws of which the converted entity is to be incorporated, formed or organized;
(iv) the manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or interests, rights, securities or obligations of the converted entity or another entity, or for the cancellation of such equity securities; SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
(v) in an attachment or exhibit, the certificate of limited partnership of the Partnership; and
(vi) in an attachment or exhibit, the certificate of limited partnership, articles of incorporation, or other significant transaction involving organizational documents of the Company authorized converted entity;
(vii) the effective time of the conversion, which may be the date of the filing of the articles of conversion or a later date specified in or determinable in accordance with the Plan of Conversion (provided, that if the effective time of the conversion is to be later than the date of the filing of such articles of conversion, the effective time shall be fixed at a date or time certain and approved by stated in such articles of conversion); and
(viii) such other provisions with respect to the Manager, unless required by applicable laws proposed conversion that the General Partner determines to be necessary or regulationsappropriate.
Appears in 1 contract
Samples: Limited Partnership Agreement (Williams Partners L.P.)
Procedure for Merger, Consolidation or Conversion. A (a) Merger, consolidation or conversion of the Partnership pursuant to this Article XIV requires the prior consent of the General Partner; provided, however, that, to the fullest extent permitted by law, the General Partner shall have no duty or obligation to consent to any merger, consolidation or conversion of the Company Partnership and may decline to do so free of any duty (including any fiduciary duty) or obligation whatsoever to the Partnership, any Limited Partner or any other Person bound by this Agreement and, in declining to consent to a merger, consolidation or conversion, to the fullest extent permitted by law shall not be required to act in good faith or pursuant to any other standard imposed by this Article X requires Agreement, any Group Member Agreement or any other agreement contemplated hereby or under the prior approval of the ManagerDelaware Act or any other law, rule or regulation or at equity.
(ab) If the Manager General Partner shall determine to consent to the merger or consolidation, the Manager General Partner shall approve the Merger Agreement, which shall set forth:
(i) the names name and jurisdictions jurisdiction of formation or organization of each of the business entities proposing to merge or consolidate;
(ii) the name and jurisdiction of formation or organization of the business entity that is to survive the proposed merger or consolidation (the “Surviving Business Entity”);
(iii) the terms and conditions of the proposed merger or consolidation;
(iv) the manner and basis of exchanging or converting the equity interests, securities or rights or securities of, or interests in, of each constituent business entity for, or into, cash, propertyproperty or interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity; and (A) if any equity interests, securities or rights or securities of, or interests in, of any constituent business entity are not to be exchanged or converted solely for, or into, cash, propertyproperty or interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity, then the cash, propertyproperty or interests, rights, securities or securities obligations of any general or interests inlimited partnership, any corporation, trust, limited liability company company, unincorporated business or other business entity which (other than the Surviving Business Entity) that the holders of such equity interests, securities or rights are to receive in exchange for, or upon conversion of their equity interests, securities or rights, and (B) in the case of equity interests represented by certificates, upon the surrender of such certificates, which cash, property or interests, rights, securities or interests obligations of the Surviving Business Entity or any general or limited partnership, corporation, trust, limited liability company, unincorporated business or other entity (other than the Surviving Business Entity), or evidences thereof, are to receive, if anybe delivered;
(v) a statement of any changes in the constituent documents or the adoption of new constituent documents (the certificate of formation or limited liability company agreement, articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership partnership, certificate of formation or limited liability company agreement or other similar charter or governing document) of the Surviving Business Entity to be effected by such merger or consolidation;
(vi) the effective time of the merger or consolidationmerger, which may be the date of the filing of the certificate of merger or consolidation pursuant to Section 10.4 Section 14.5 or a later date specified in or determinable in accordance with the Merger Agreement (provided, provided that if the effective time of the merger or consolidation is to be later than the date of the filing of the such certificate of merger or consolidationmerger, the effective time shall be fixed no later than the at a date or time of the filing of certain and stated in the certificate of merger or consolidation or the time stated thereinmerger); and
(vii) such other provisions with respect to the proposed merger or consolidation that the Manager determines to be necessary or appropriate.
(b) If the Manager shall determine to consent to the conversion, the Manager may approve and adopt a Plan of Conversion containing such terms and conditions that the Manager General Partner determines to be necessary or appropriate.
(c) The Members hereby acknowledge and agree that they If the General Partner shall have no right or opportunity determine to approve a merger, consolidation, consent to the conversion, sale the General Partner shall approve the Plan of substantially all assets Conversion, which shall set forth:
(i) the name of the converting entity and the converted entity;
(ii) a statement that the Partnership is continuing its existence in the organizational form of the converted entity;
(iii) a statement as to the type of entity that the converted entity is to be and the state or country under the laws of which the converted entity is to be incorporated, formed or organized;
(iv) the manner and basis of exchanging or converting the equity interests or other significant transaction involving rights or securities of the Company authorized converting entity for, or into, cash, property, rights, securities or interests of the converted entity, or, in addition to or in lieu thereof, cash, property, rights, securities or interests of another entity;
(v) in an attachment or exhibit, the certificate of conversion;
(vi) in an attachment or exhibit, the articles of incorporation or other organizational documents of the converted entity;
(vii) the effective time of the conversion, which may be the date of the filing of the certificate of conversion or a later date specified in or determinable in accordance with the Plan of Conversion (provided that if the effective time of the conversion is to be later than the date of the filing of such certificate of conversion, the effective time shall be fixed at a date or time certain at or prior to the time of the filing of such certificate of conversion and approved by stated therein); and
(viii) such other provisions with respect to the Manager, unless required by applicable laws proposed conversion that the General Partner determines to be necessary or regulationsappropriate.
Appears in 1 contract
Samples: Limited Partnership Agreement (Rose Rock Midstream, L.P.)
Procedure for Merger, Consolidation or Conversion. A (a) The merger, consolidation or conversion of the Company pursuant to this Article X 14 requires the prior approval of the ManagerMembers representing a Majority Interest and compliance with this Section 14.2.
(ab) If the Manager Members representing a Majority Interest shall determine to consent to the a merger or consolidation, the Manager then Members representing a Majority Interest shall approve the Merger Agreement, which shall set forth:
: (i) the names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
; (ii) the name and jurisdiction of formation or organization of the business entity Surviving Business Entity that is to survive the proposed merger or consolidation (the “Surviving Business Entity”);
consolidation; (iii) the terms and conditions of the proposed merger or consolidation;
; (iv) the manner and basis of exchanging or converting the rights or equity securities of, or interests in, of each constituent business entity for, or into, cash, propertyproperty or interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity; and and
(A) if any general or limited partner interests, securities or rights or securities of, or interests in, of any constituent business entity are not to be exchanged or converted solely for, or into, cash, propertyproperty or general or limited partner interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity, the cash, propertyproperty or interests, rights, securities or securities obligations of any general or interests inlimited partnership, any corporation, trust, limited liability company company, unincorporated business or other business entity (other than the Surviving Business Entity) which the holders of such general or limited partner interests, securities or rights are to receive in exchange for, or upon conversion of their interests, securities or rights, and (B) in the case of securities represented by certificates, upon the surrender of such certificates, which cash, property or general or limited partner interests, rights, securities or interests are to receive, if any;
(v) a statement of any changes in the constituent documents or the adoption of new constituent documents (the certificate of formation or limited liability company agreement, articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership or other similar charter or governing document) obligations of the Surviving Business Entity or any general or limited partnership, corporation, trust, limited liability company, unincorporated business or other entity (other than the Surviving Business Entity), or evidences thereof, are to be effected by such merger or consolidationdelivered;
(vi) the effective time of the merger or consolidation, which may be the date of the filing of the certificate of merger or consolidation pursuant to Section 10.4 or a later date specified in or determinable in accordance with the Merger Agreement (provided, that if the effective time of the merger or consolidation is to be later than the date of the filing of the certificate of merger or consolidation, the effective time shall be fixed no later than the time of the filing of the certificate of merger or consolidation or the time stated therein); and
(vii) such other provisions with respect to the proposed merger or consolidation that the Manager determines to be necessary or appropriate.
(b) If the Manager shall determine to consent to the conversion, the Manager may approve and adopt a Plan of Conversion containing such terms and conditions that the Manager determines to be necessary or appropriate.
(c) The Members hereby acknowledge and agree that they shall have no right or opportunity to approve a merger, consolidation, conversion, sale of substantially all assets or other significant transaction involving the Company authorized and approved by the Manager, unless required by applicable laws or regulations.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Marlin Midstream Partners, LP)
Procedure for Merger, Consolidation or Conversion. A (a) Merger, consolidation or conversion of the Partnership pursuant to this Article XIV requires the prior consent of the General Partner, provided, however , that, to the fullest extent permitted by law, the General Partner shall have no duty or obligation to consent to any merger, consolidation or conversion of the Company Partnership and may decline to do so free of any fiduciary duty or obligation whatsoever to the Partnership, any Limited Partner and, in declining to consent to a merger, consolidation or conversion, shall not be required to act in good faith or pursuant to any other standard imposed by this Article X requires Agreement, any other agreement contemplated hereby or under the prior approval of the ManagerAct or any other law, rule or regulation or at equity.
(ab) If the Manager General Partner shall determine to consent to the merger or consolidation, the Manager General Partner shall approve the Merger Agreement, which shall set forth:
(i) the names name and jurisdictions state of formation or organization domicile of each of the business entities proposing to merge or consolidate;
(ii) the name and jurisdiction state of formation or organization domicile of the business entity that is to survive the proposed merger or consolidation (the ““ Surviving Business EntityEntity ”);
(iii) the terms and conditions of the proposed merger or consolidation;
(iv) the manner and basis of exchanging or converting the rights or equity securities of, or interests in, of each constituent business entity for, or into, cash, propertyproperty or interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity; and (i) if any general or limited partner interests, securities or rights or securities of, or interests in, of any constituent business entity are not to be exchanged or converted solely for, or into, cash, propertyproperty or general or limited partner interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity, the cash, propertyproperty or interests, rights, securities or securities obligations of any general or interests inlimited partnership, any corporation, trust, limited liability company company, unincorporated business or other business entity (other than the Surviving Business Entity) which the holders of such general or limited partner interests, securities or rights are to receive in exchange for, or upon conversion of their interests, securities or rights, and (ii) in the case of securities represented by certificates, upon the surrender of such certificates, which cash, property or general or limited partner interests, rights, securities or interests obligations of the Surviving Business Entity or any general or limited partnership, corporation, trust, limited liability company, unincorporated business or other entity (other than the Surviving Business Entity), or evidences thereof, are to receive, if anybe delivered;
(v) a statement of any changes in the constituent documents or the adoption of new constituent documents (the certificate of formation or limited liability company agreement, articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership partnership, operating agreement or other similar charter or governing document) of the Surviving Business Entity to be effected by such merger or consolidation;
(vi) the effective time of the merger or consolidationmerger, which may be the date of the filing of the certificate of merger or consolidation pursuant to Section 10.4 Section 14.4 or a later date specified in or determinable in accordance with the Merger Agreement (provided( provided , that if the effective time of the merger or consolidation is to be later than the date of the filing of the such certificate of merger or consolidationmerger, the effective time shall be fixed no later than at a date or time certain at or prior to the time of the filing of the such certificate of merger or consolidation or the time and stated therein); and
(vii) such other provisions with respect to the proposed merger or consolidation that the Manager determines to be necessary or appropriate.
(b) If the Manager shall determine to consent to the conversion, the Manager may approve and adopt a Plan of Conversion containing such terms and conditions that the Manager General Partner determines to be necessary or appropriate.
(c) The Members hereby acknowledge and agree that they If the General Partner shall have no right or opportunity determine to approve a merger, consolidation, consent to the conversion, sale the General Partner shall approve the Plan of substantially all assets Conversion, which shall set forth:
(i) the name of the converting entity and the converted entity;
(ii) a statement that the Partnership is continuing its existence in the organizational form of the converted
(iii) a statement as to the type of entity that the converted entity is to be and the state or country under the laws of which the converted entity is to be incorporated, formed or organized;
(iv) the manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or interests, rights, securities or obligations of the converted entity;
(v) in an attachment or exhibit, the certificate of limited partnership of the Partnership; and in an attachment or exhibit, the certificate of limited partnership, articles of incorporation, or other significant transaction involving organizational documents of the Company authorized converted entity;
(vi) the effective time of the conversion, which may be the date of the filing of the articles of conversion or a later date specified in or determinable in accordance with the Plan of Conversion ( provided , that if the effective time of the conversion is to be later than the date of the filing of such articles of conversion, the effective time shall be fixed at a date or time certain at or prior to the time of the filing of such articles of conversion and approved by stated therein); and
(vii) such other provisions with respect to the Manager, unless required by applicable laws proposed conversion that the General Partner determines to be necessary or regulationsappropriate.
Appears in 1 contract
Samples: Limited Partnership Agreement (Andeavor Logistics Lp)
Procedure for Merger, Consolidation or Conversion. A (1) The merger, consolidation or conversion of the Company pursuant to this Article X XIII requires the prior approval of a majority of the ManagerBoard and compliance with Section 13.3.
(a2) If the Manager Board shall determine to consent to the a merger or consolidation, the Manager Board shall approve the Merger Agreement, which shall set forth:
(i) the names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(ii) the name and jurisdiction of formation or organization of the business entity Surviving Business Entity that is to survive the proposed merger or consolidation (the “Surviving Business Entity”)consolidation;
(iii) the terms and conditions of the proposed merger or consolidation;
(iv) the manner and basis of exchanging or converting the rights or equity securities of, or interests in, of each constituent business entity for, or into, cash, propertyproperty or interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity; and (A) if any general or limited partner interests, securities or rights or securities of, or interests in, of any constituent business entity are not to be exchanged or converted solely for, or into, cash, propertyproperty or general or limited partner interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity, the cash, propertyproperty or interests, rights, securities or securities obligations of any general or interests inlimited partnership, any corporation, trust, limited liability company company, unincorporated business or other business entity (other than the Surviving Business Entity) which the holders of such general or limited partner interests, securities or rights are to receive in exchange for, or upon conversion of their interests, securities or rights, and (B) in the case of securities represented by certificates, upon the surrender of such certificates, which cash, property or general or limited partner interests, rights, securities or interests obligations of the Surviving Business Entity or any general or limited partnership, corporation, trust, limited liability company, unincorporated business or other entity (other than the Surviving Business Entity), or evidences thereof, are to receive, if anybe delivered;
(v) a statement of any changes in the constituent documents or the adoption of new constituent documents (the certificate of formation or limited liability company agreement, articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership partnership, certificate of formation, limited liability company agreement or other similar charter or governing document) of the Surviving Business Entity to be effected by such merger or consolidation;
(vi) the effective time of the merger or consolidationmerger, which may be the date of the filing of the certificate of merger or consolidation pursuant to Section 10.4 Section 13.4 or a later date specified in or determinable in accordance with the Merger Agreement (Agreement; provided, however, that if the effective time of the merger or consolidation is to be later than the date of the filing of the such certificate of merger or consolidationmerger, the effective time shall be fixed no later than at a date or time certain at or prior to the time of the filing of the such certificate of merger or consolidation or the time and stated therein); and
(vii) such other provisions with respect to the proposed merger or consolidation that the Manager determines to be as are deemed necessary or appropriateappropriate by the Board.
(b3) If the Manager Board shall determine to consent to a conversion of the conversionCompany, the Manager may Board shall approve and adopt a Plan of Conversion containing such terms and conditions that the Manager Board of Directors determines to be necessary or appropriate.
(c) The Members hereby acknowledge and agree that they shall have no right or opportunity to approve a merger, consolidation, conversion, sale of substantially all assets or other significant transaction involving the Company authorized and approved by the Manager, unless required by applicable laws or regulations.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Delek Logistics Partners, LP)
Procedure for Merger, Consolidation or Conversion. A Amended and Restated Limited Liability Company Agreement (3)
(a) The merger, consolidation or conversion of the Company pursuant to this Article X 10 requires the prior approval of a majority of the ManagerBoard of Directors and compliance with Section 10.03.
(ab) If the Manager Board of Directors shall determine to consent to the a merger or consolidation, the Manager Board of Directors shall approve the Merger Agreement, which shall set forth:
(i) the names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(ii) the name and jurisdiction of formation or organization of the business entity Surviving Business Entity that is to survive the proposed merger or consolidation (the “Surviving Business Entity”)consolidation;
(iii) the terms and conditions of the proposed merger or consolidation;
(iv) the manner and basis of exchanging or converting the rights or equity securities of, or interests in, of each constituent business entity for, or into, cash, propertyproperty or interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity; and (A) if any general or limited partner interests, securities or rights or securities of, or interests in, of any constituent business entity are not to be exchanged or converted solely for, or into, cash, propertyproperty or general or limited partner interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity, the cash, propertyproperty or interests, rights, securities or securities obligations of any general or interests inlimited partnership, any corporation, trust, limited liability company company, unincorporated business or other business entity (other than the Surviving Business Entity) which the holders of such general or limited partner interests, securities or rights are to receive in exchange for, or upon conversion of their interests, securities or rights, and (B) in the case of securities represented by certificates, upon the surrender of such certificates, which cash, property or general or limited partner interests, rights, securities or interests obligations of the Surviving Business Entity or any general or limited partnership, corporation, trust, limited liability company, unincorporated business or other entity (other than the Surviving Business Entity), or evidences thereof, are to receive, if anybe delivered;
(v) a statement of any changes in the constituent documents or the adoption of new constituent documents (the certificate of formation or limited liability company agreement, articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership partnership, operating agreement or other similar charter or governing document) of the Surviving Business Entity to be effected by such merger or consolidation;
(vi) the effective time of the merger or consolidationmerger, which may be the date of the filing of the certificate of merger or consolidation pursuant to Section 10.4 Section 10.04 or a later date specified in or determinable in accordance with the Merger Agreement (provided, that if the effective time of the merger or consolidation is to be later than the date of the filing of the such certificate of merger or consolidationmerger, the effective time shall be fixed no later than at a date or time certain at or prior to the time of the filing of the such certificate of merger or consolidation or the time and stated therein); and
(vii) such other provisions with respect to the proposed merger or consolidation that the Manager determines to be as are deemed necessary or appropriate.appropriate by the Board of Directors. Amended and Restated Limited Liability Company Agreement (3)
(bc) If the Manager Board of Directors shall determine to consent to the conversion, the Manager may Board of Directors shall approve and adopt a Plan of Conversion containing such terms and conditions that the Manager Board of Directors determines to be necessary or appropriate.
(c) The Members hereby acknowledge and agree that they shall have no right or opportunity to approve a merger, consolidation, conversion, sale of substantially all assets or other significant transaction involving the Company authorized and approved by the Manager, unless required by applicable laws or regulations.
Appears in 1 contract
Samples: Limited Liability Company Agreement (DCP Midstream Partners, LP)
Procedure for Merger, Consolidation or Conversion. A Any merger, consolidation consolidation, conversion or conversion similar transaction (which, for purposes of this Article X, shall not include a sale of all or substantially all of the Company's assets as provided in Section 8.1(b)) of the Company pursuant to this Article X requires the prior approval of the ManagerBoard of Directors.
(a) If the Manager Board of Directors shall determine to consent to the merger merger, consolidation or consolidationsimilar transaction, the Manager Board of Directors shall approve the Merger Agreement, which shall set forth:
(i) the names and jurisdictions of formation or organization of each of the business entities proposing to merge merge, consolidate or consolidateotherwise combine;
(ii) the name and jurisdiction of formation or organization of the business entity that is to survive the proposed merger merger, consolidation or consolidation similar transaction (the “"Surviving Business Entity”");
(iii) the terms and conditions of the proposed merger merger, consolidation or consolidationsimilar transaction;
(iv) the manner and basis of exchanging or converting the rights or securities of, or interests in, each constituent business entity for, or into, cash, property, rights, or securities of or interests in, the Surviving Business Entity; and if any rights or securities of, or interests in, any constituent business entity are not to be exchanged or converted solely for, or into, cash, property, rights, or securities of or interests in, the Surviving Business Entity, the cash, property, rights, or securities of or interests in, any limited liability company or other business entity which the holders of such rights, securities or interests are to receive, if any;
(v) a statement of any changes in the constituent documents or the adoption of new constituent documents (the certificate of formation or limited liability company agreement, articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership or other similar charter or governing document) of the Surviving Business Entity to be effected by such merger or consolidation;
(vi) the effective time of the merger or consolidationmerger, which may be the date of the filing of the certificate of merger or consolidation pursuant to Section Section 10.4 or a later date specified in or determinable in accordance with the Merger Agreement (provided, that if the effective time of the merger or consolidation is to be later than the date of the filing of the certificate of merger or consolidationmerger, the effective time shall be fixed no later than the time of the filing of the certificate of merger or consolidation or the time stated therein); and
(vii) such other provisions with respect to the proposed merger or consolidation that the Manager Board of Directors determines to be necessary or appropriate.
(b) If the Manager Board of Directors shall determine to consent to the conversionconversion or similar transaction, the Manager Board of Directors may approve and adopt a Plan of Conversion containing such terms and conditions that the Manager Board of Directors determines to be necessary or appropriate.
(c) The Members hereby acknowledge and agree that they shall have no right or opportunity to approve a merger, consolidation, conversion, sale of substantially all assets or other significant transaction involving the Company authorized and approved by the Manager, unless required by applicable laws or regulations.
Appears in 1 contract
Procedure for Merger, Consolidation or Conversion. A merger, consolidation or conversion of the Company pursuant to this Article X requires solely the prior written approval of the Manager, and notwithstanding any other provision of this Agreement, no consent, vote or approval of any Member shall be required for any such merger, consolidation or conversion.
(a) If the Manager shall determine to consent to the merger or consolidation, the Manager shall approve the written Merger Agreement, which shall set forth:
(i) the names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;consolidate;
(ii) the name and jurisdiction of formation or organization of the business entity that is to survive the proposed merger or consolidation (the “Surviving Business Entity”);Entity”);
(iii) the terms and conditions of the proposed merger or consolidation;consolidation;
(iv) the manner and basis of exchanging or converting the rights or securities of, or interests in, each constituent business entity for, or into, cash, property, rights, or securities of or interests in, the Surviving Business Entity; Entity; and if any rights or securities of, or interests in, any constituent business entity are not to be exchanged or converted solely for, or into, cash, property, rights, or securities of or interests in, the Surviving Business Entity, the cash, property, rights, or securities of or interests in, any limited liability company or other business entity which the holders of such rights, securities or interests are to receive, if any;any;
(v) a statement of any changes in the constituent documents or the adoption of new constituent documents (the certificate of formation or limited liability company agreement, articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership or other similar charter or governing document) of the Surviving Business Entity to be effected by such merger or consolidation;consolidation;
(vi) the effective time of the merger or consolidation, which may be the date of the filing of the certificate of merger or consolidation pursuant to Section Section 10.4 or a later date specified in or determinable in accordance with the Merger Agreement (provided, that if the effective time of the merger or consolidation is to be later than the date of the filing of the certificate of merger or consolidation, the effective time shall be fixed no later than the time of the filing of the certificate of merger or consolidation or the time stated therein); therein); and
(vii) such other provisions with respect to the proposed merger or consolidation that the Manager determines to be necessary or appropriate.
(b) If the Manager shall determine to consent to the conversion, the Manager may approve and adopt a written Plan of Conversion containing such terms and conditions that the Manager determines to be necessary or appropriate.
(c) The Members hereby acknowledge and agree that they shall have no right or opportunity to approve a merger, consolidation, conversion, sale of substantially all assets or other significant transaction involving the Company authorized and approved by the Manager, unless required by applicable laws or regulations.
Appears in 1 contract
Samples: Operating Agreement
Procedure for Merger, Consolidation or Conversion. A merger(a) Merger, consolidation or conversion of the Company pursuant to this Article X XIII requires the prior approval of the ManagerBoard of Directors or, in the case of a merger or consolidation prior to the Fallaway Date, a majority of the Class B Directors; provided, however, that, to the maximum extent permitted by law, the Board of Directors (or the Class B Directors, as applicable) shall have no duty or obligation to approve any merger, consolidation or conversion of the Company and may decline to do so free of any duty or obligation whatsoever to the Company or any Member and, in declining to approve a merger, consolidation or conversion, shall not be required to act in good faith or pursuant to any other standard imposed by this Agreement, any other agreement contemplated hereby or under the Delaware Act or any other law, rule or regulation or at equity.
(ab) If the Manager Board of Directors (or the Class B Directors, as applicable) shall determine to consent to approve the merger or consolidation, the Manager Board of Directors (or the Class B Directors, as applicable) shall approve the Merger Agreement, which shall set forth:
(i) the names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(ii) the name and jurisdiction of formation or organization of the business entity that is to survive the proposed merger or consolidation (the “Surviving Business Entity”);
(iii) the terms and conditions of the proposed merger or consolidation;
(iv) subject to Section 5.7(b)(vi), the manner and basis of exchanging or converting the rights or equity securities of, or interests in, of each constituent business entity for, or into, cash, propertyproperty or interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity; and (i) if any interests, securities or rights or securities of, or interests in, of any constituent business entity are not to be exchanged or converted solely for, or into, cash, propertyproperty or interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity, the cash, propertyproperty or interests, rights, securities or securities obligations of any general or interests inlimited partnership, any corporation, trust, limited liability company company, unincorporated business or other business entity (other than the Surviving Business Entity) which the holders of such interests, securities or rights are to receive in exchange for, or upon conversion of their interests, securities or rights, and (ii) in the case of securities represented by certificates, upon the surrender of such certificates, which cash, property or interests, rights, securities or interests obligations of the Surviving Business Entity or any general or limited partnership, corporation, trust, limited liability company, unincorporated business or other entity (other than the Surviving Business Entity), or evidences thereof, are to receive, if anybe delivered;
(v) a statement of any changes in the constituent documents or the adoption of new constituent documents (the certificate of formation or limited liability company agreement, articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership partnership, operating agreement or other similar charter or governing document) of the Surviving Business Entity to be effected by such merger or consolidation;
(vi) the effective time of the merger or consolidationmerger, which may be the date of the filing of the certificate of merger or consolidation pursuant to Section 10.4 Section 13.4 or a later date specified in or determinable in accordance with the Merger Agreement (provided, that if the effective time of the merger or consolidation is to be later than the date of the filing of the such certificate of merger or consolidationmerger, the effective time shall be fixed no later than at a date or time certain at or prior to the time of the filing of the such certificate of merger or consolidation or the time and stated therein); and
(vii) such other provisions with respect to the proposed merger or consolidation that the Manager Board of Directors determines to be necessary or appropriate.
(bc) If the Manager Board of Directors shall determine to consent to approve the conversion, the Manager Board of Directors may approve and adopt a Plan of Conversion containing such terms and conditions that the Manager Board of Directors determines to be necessary or appropriate.
(c) The Members hereby acknowledge and agree that they shall have no right or opportunity to approve a merger, consolidation, conversion, sale of substantially all assets or other significant transaction involving the Company authorized and approved by the Manager, unless required by applicable laws or regulations.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Titan Energy, LLC)
Procedure for Merger, Consolidation or Conversion. A (a) Merger, consolidation or conversion of the Partnership pursuant to this Article XIV requires the prior consent of the General Partner, provided, however, that, to the fullest extent permitted by law, the General Partner shall have no duty or obligation to consent to any merger, consolidation or conversion of the Company Partnership and may decline to do so free of any fiduciary duty or obligation whatsoever to the Partnership, any Limited Partner and, in declining to consent to a merger, consolidation or conversion, shall not be required to act in good faith or pursuant to any other standard imposed by this Article X requires Agreement, any other agreement contemplated hereby or under the prior approval of the Manager.Delaware Act or any other law, rule or regulation or at equity. 197
(ab) If the Manager General Partner shall determine to consent to the merger or consolidation, the Manager General Partner shall approve the Merger Agreement, which shall set forth:
(i) the names name and jurisdictions jurisdiction of formation or organization of each of the business entities proposing to merge or consolidate;
(ii) the name and jurisdiction of formation or organization of the business entity that is to survive the proposed merger or consolidation (the “Surviving Business Entity”);
(iii) the terms and conditions of the proposed merger or consolidation;
(iv) the manner and basis of exchanging or converting the rights or securities of, or equity interests in, of each constituent business entity for, or into, cash, propertyproperty or interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity; and (i) if any interests, securities or rights or securities of, or interests in, of any constituent business entity are not to be exchanged or converted solely for, or into, cash, propertyproperty or interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity, then the cash, propertyproperty or interests, rights, securities or securities obligations of any general or interests inlimited partnership, any corporation, trust, limited liability company company, unincorporated business or other business entity which (other than the Surviving Business Entity) that the holders of such interests, securities or rights are to receive in exchange for, or upon conversion of their interests, securities or rights, and (ii) in the case of equity interests represented by certificates, upon the surrender of such certificates, which cash, property or interests, rights, securities or interests obligations of the Surviving Business Entity or any general or limited partnership, corporation, trust, limited liability company, unincorporated business or other entity (other than the Surviving Business Entity), or evidences thereof, are to receive, if anybe delivered;
(v) (v) a statement of any changes in the constituent documents or the adoption of new constituent documents (the certificate of formation or limited liability company agreement, articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership partnership, certificate of formation or limited liability company agreement or other similar charter or governing document) of the Surviving Business Entity to be effected by such merger or consolidation;
(vi) the effective time of the merger or consolidationmerger, which may be the date of the filing of the certificate of merger or consolidation pursuant to Section 10.4 Section 14.5 or a later date specified in or determinable in accordance with the Merger Agreement (provided, that if the effective time of the merger or consolidation is to be later than the date of the filing of the such certificate of merger or consolidationmerger, the effective time shall be fixed no later than the at a date or time of the filing of certain and stated in the certificate of merger or consolidation or the time stated thereinmerger); and
(vii) such other provisions with respect to the proposed merger or consolidation that the Manager General Partner determines to be necessary or appropriate.. 198
(bc) If the Manager General Partner shall determine to consent to the conversion, the Manager General Partner shall approve the Plan of Conversion, which shall set forth:
(i) the name of the converting entity and the converted entity;
(ii) a statement that the Partnership is continuing its existence in the organizational form of the converted entity;
(iii) a statement as to the type of entity that the converted entity is to be and the state or country under the laws of which the converted entity is to be incorporated, formed or organized;
(iv) the manner and basis of exchanging or converting the equity interests or other rights or securities of the converting entity for, or into, cash, property, rights, securities or interests of the converted entity, or, in addition to or in lieu thereof, cash, property, rights, securities or interests of another entity;
(v) in an attachment or exhibit, the certificate of conversion; and
(vi) in an attachment or exhibit, the articles of incorporation, or other organizational documents of the converted entity;
(vii) the effective time of the conversion, which may approve and adopt be the date of the filing of the certificate of conversion or a later date specified in or determinable in accordance with the Plan of Conversion containing (provided, that if the effective time of the conversion is to be later than the date of the filing of such terms certificate of conversion, the effective time shall be fixed at a date or time certain at or prior to the time of the filing of such certificate of conversion and conditions stated therein); and (viii) such other provisions with respect to the proposed conversion that the Manager General Partner determines to be necessary or appropriate.
(c) The Members hereby acknowledge and agree that they shall have no right or opportunity to approve a merger, consolidation, conversion, sale of substantially all assets or other significant transaction involving the Company authorized and approved by the Manager, unless required by applicable laws or regulations.
Appears in 1 contract
Samples: Contribution Agreement (Southcross Energy Partners, L.P.)
Procedure for Merger, Consolidation or Conversion. A (a) Merger, consolidation or conversion of the Partnership pursuant to this Article XIV requires the prior consent of the General Partner, provided, however, that, to the fullest extent permitted by law, the General Partner shall have no duty or obligation to consent to any merger, consolidation or conversion of the Company Partnership and may decline to do so free of any fiduciary duty or obligation whatsoever to the Partnership, any Limited Partner and, in declining to consent to a merger, consolidation or conversion, shall not be required to act in good faith or pursuant to any other standard imposed by this Article X requires Agreement, any other agreement contemplated hereby or under the prior approval of the ManagerDelaware Act or any other law, rule or regulation or at equity.
(ab) If the Manager General Partner shall determine to consent to the merger or consolidation, the Manager General Partner shall approve the Merger Agreement, which shall set forth:
(i) the names name and jurisdictions jurisdiction of formation or organization of each of the business entities proposing to merge or consolidate;
(ii) the name and jurisdiction of formation or organization of the business entity that is to survive the proposed merger or consolidation (the “Surviving Business Entity”);
(iii) the terms and conditions of the proposed merger or consolidation;; ACCESS MIDSTREAM PARTNERS, L.P. COMPOSITE AGREEMENT OF LIMITED PARTNERSHIP
(iv) the manner and basis of exchanging or converting the rights or securities of, or equity interests in, of each constituent business entity for, or into, cash, propertyproperty or interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity; and (i) if any interests, securities or rights or securities of, or interests in, of any constituent business entity are not to be exchanged or converted solely for, or into, cash, propertyproperty or interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity, then the cash, propertyproperty or interests, rights, securities or securities obligations of any general or interests inlimited partnership, any corporation, trust, limited liability company company, unincorporated business or other business entity (other than the Surviving Business Entity) which the holders of such interests, securities or rights are to receive in exchange for, or upon conversion of their interests, securities or rights, and (ii) in the case of equity interests represented by certificates, upon the surrender of such certificates, which cash, property or interests, rights, securities or interests obligations of the Surviving Business Entity or any general or limited partnership, corporation, trust, limited liability company, unincorporated business or other entity (other than the Surviving Business Entity), or evidences thereof, are to receive, if anybe delivered;
(v) a statement of any changes in the constituent documents or the adoption of new constituent documents (the certificate of formation or limited liability company agreement, articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership partnership, certificate of formation or limited liability company agreement or other similar charter or governing document) of the Surviving Business Entity to be effected by such merger or consolidation;
(vi) the effective time of the merger or consolidationmerger, which may be the date of the filing of the certificate of merger or consolidation pursuant to Section 10.4 Section 14.4 or a later date specified in or determinable in accordance with the Merger Agreement (provided, that if the effective time of the merger or consolidation is to be later than the date of the filing of the such certificate of merger or consolidationmerger, the effective time shall be fixed no later than the at a date or time of the filing of certain and stated in the certificate of merger or consolidation or the time stated thereinmerger); and
(vii) such other provisions with respect to the proposed merger or consolidation that the Manager determines to be necessary or appropriate.
(b) If the Manager shall determine to consent to the conversion, the Manager may approve and adopt a Plan of Conversion containing such terms and conditions that the Manager General Partner determines to be necessary or appropriate.
(c) The Members hereby acknowledge and agree that they If the General Partner shall have no right or opportunity determine to approve a merger, consolidation, consent to the conversion, sale the General Partner shall approve the Plan of substantially all assets Conversion, which shall set forth:
(i) the name of the converting entity and the converted entity;
(ii) a statement that the Partnership is continuing its existence in the organizational form of the converted entity;
(iii) a statement as to the type of entity that the converted entity is to be and the state or country under the laws of which the converted entity is to be incorporated, formed or organized;
(iv) the manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or interests, rights, securities or obligations of the converted entity or another entity, or for the cancellation of such equity securities; ACCESS MIDSTREAM PARTNERS, L.P. COMPOSITE AGREEMENT OF LIMITED PARTNERSHIP
(v) in an attachment or exhibit, the certificate of limited partnership of the Partnership; and
(vi) in an attachment or exhibit, the certificate of limited partnership, articles of incorporation, or other significant transaction involving organizational documents of the Company authorized converted entity;
(vii) the effective time of the conversion, which may be the date of the filing of the articles of conversion or a later date specified in or determinable in accordance with the Plan of Conversion (provided, that if the effective time of the conversion is to be later than the date of the filing of such articles of conversion, the effective time shall be fixed at a date or time certain and approved by stated in such articles of conversion); and
(viii) such other provisions with respect to the Manager, unless required by applicable laws proposed conversion that the General Partner determines to be necessary or regulationsappropriate.
Appears in 1 contract
Samples: Limited Partnership Agreement (Access Midstream Partners Lp)
Procedure for Merger, Consolidation or Conversion. A (a) Merger, consolidation or conversion of the Partnership pursuant to this Article XIV requires the prior consent of the General Partner, provided, however, that, to the fullest extent permitted by law, the General Partner shall have no duty or obligation to consent to any merger, consolidation or conversion of the Company Partnership and may decline to do so free of any fiduciary duty or obligation whatsoever to the Partnership, any Limited Partner and, in declining to consent to a merger, consolidation or conversion, shall not be required to act in good faith or pursuant to any other standard imposed by this Article X requires Agreement, any other agreement contemplated hereby or under the prior approval of the ManagerAct or any other law, rule or regulation or at equity.
(ab) If the Manager General Partner shall determine to consent to the merger or consolidation, the Manager General partner shall approve the Merger Agreement, which shall set forth:
(i) the names name and jurisdictions state of formation or organization domicile of each of the business entities proposing to merge or consolidate;
(ii) the name and jurisdiction state of formation or organization domicile of the business entity that is to survive the proposed merger or consolidation (the “Surviving Business Entity”);
(iii) the terms and conditions of the proposed merger or consolidation;
(iv) the manner and basis of exchanging or converting the rights or equity securities of, or interests in, of each constituent business entity for, or into, cash, propertyproperty or interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity; and (A) if any general or limited partner interests, securities or rights or securities of, or interests in, of any constituent business entity are not to be exchanged or converted solely for, or into, cash, propertyproperty or general or limited partner interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity, the cash, propertyproperty or interests, rights, securities or securities obligations of any general or interests inlimited partnership, any corporation, trust, limited liability company company, unincorporated business or other business entity (other than the Surviving Business Entity) which the holders of such general or limited partner interests, securities or rights are to receive in exchange for, or upon conversion of their interests, securities or rights, and (B) in the case of securities represented by certificates, upon the surrender of such certificates, which cash, property or general or limited partner interests, rights, securities or interests obligations of the Surviving Business Entity or any general or limited partnership, corporation, trust, limited liability company, unincorporated business or other entity (other than the Surviving Business Entity), or evidences thereof, are to receive, if anybe delivered;
(v) a statement of any changes in the constituent documents or the adoption of new constituent documents (the certificate of formation or limited liability company agreement, articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership partnership, operating agreement or other similar charter or governing document) of the Surviving Business Entity to be effected by such merger or consolidation;
(vi) the effective time of the merger or consolidationmerger, which may be the date of the filing of the certificate of merger or consolidation pursuant to Section 10.4 Section 14.4 or a later date specified in or determinable in accordance with the Merger Agreement (provided, that if the effective time of the merger or consolidation is to be later than the date of the filing of the such certificate of merger or consolidationmerger, the effective time shall be fixed no later than at a date or time certain at or prior to the time of the filing of the such certificate of merger or consolidation or the time and stated therein); and
(vii) such other provisions with respect to the proposed merger or consolidation that the Manager determines to be necessary or appropriate.
(b) If the Manager shall determine to consent to the conversion, the Manager may approve and adopt a Plan of Conversion containing such terms and conditions that the Manager General Partner determines to be necessary or appropriate.
(c) The Members hereby acknowledge and agree that they If the General Partner shall have no right or opportunity determine to approve a merger, consolidation, consent to the conversion, sale the General Partner shall approve the Plan of substantially all assets Conversion, which shall set forth:
(i) the name of the converting entity and the converted entity;
(ii) a statement that the Partnership is continuing its existence in the organizational form of the converted entity;
(iii) a statement as to the type of entity that the converted entity is to be and the state or country under the laws of which the converted entity is to be incorporated, formed or organized;
(iv) the manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or interests, rights, securities or obligations of the converted entity;
(v) in an attachment or exhibit, the certificate of limited partnership of the Partnership; and
(vi) in an attachment or exhibit, the certificate of limited partnership, articles of incorporation, or other significant transaction involving organizational documents of the Company authorized converted entity;
(vii) the effective time of the conversion, which may be the date of the filing of the articles of conversion or a later date specified in or determinable in accordance with the Plan of Conversion (provided, that if the effective time of the conversion is to be later than the date of the filing of such articles of conversion, the effective time shall be fixed at a date or time certain at or prior to the time of the filing of such articles of conversion and approved by stated therein); and
(viii) such other provisions with respect to the Manager, unless required by applicable laws proposed conversion that the General Partner determines to be necessary or regulationsappropriate.
Appears in 1 contract
Samples: Limited Partnership Agreement (Targa Resources Partners LP)
Procedure for Merger, Consolidation or Conversion. A Notwithstanding anything else herein, the Directors may, in their sole discretion and without Member approval unless such approval is required by applicable law, cause a merger, consolidation or conversion of the Company pursuant to this Article X requires the prior approval of the ManagerXI.
(a) If the Manager Board shall determine to consent to approve the merger or consolidation, the Manager Board shall approve the Merger Agreement, which shall set forth:
(i) the names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(ii) the name and jurisdiction of formation or organization of the business entity that is to survive the proposed merger or consolidation (the “Surviving Business Entity”);
(iii) the terms and conditions of the proposed merger or consolidation;
(iv) the manner and basis of exchanging or converting the rights or securities of, or interests in, each constituent business entity for, or into, cash, property, rights, or securities of or interests in, the Surviving Business Entity; and if any rights or securities of, or interests in, any constituent business entity are not to be exchanged or converted solely for, or into, cash, property, rights, or securities of or interests in, the Surviving Business Entity, the cash, property, rights, or securities of or interests in, any limited liability company or other business entity which the holders of such rights, securities or interests are to receive, if any;
(v) a statement of any changes in the constituent documents or the adoption of new constituent documents (the certificate of formation or limited liability company agreement, articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership or other similar charter or governing document) of the Surviving Business Entity to be effected by such merger or consolidation;
(vi) the effective time of the merger or consolidation, which may be the date of the filing of the certificate of merger or consolidation pursuant to Section 10.4 11.4 or a later date specified in or determinable in accordance with the Merger Agreement (provided, that if the effective time of the merger or consolidation is to be later than the date of the filing of the certificate of merger or consolidation, the effective time shall be fixed no later than the time of the filing of the certificate of merger or consolidation or the time stated therein); and
(vii) such other provisions with respect to the proposed merger or consolidation that the Manager Board determines to be necessary or appropriate.
(b) If the Manager Board shall determine to consent to approve the conversion, the Manager Board may approve and adopt a Plan of Conversion containing such terms and conditions that the Manager Board determines to be necessary or appropriate.
(c) The Members hereby acknowledge and agree that they shall have no right or opportunity to approve a merger, consolidation, conversion, sale of substantially all assets or other significant transaction involving the Company authorized and approved by the ManagerBoard, unless required by applicable laws or regulations.
Appears in 1 contract
Samples: Limited Liability Company Operating Agreement (Fundrise Real Estate Interval Fund, LLC)
Procedure for Merger, Consolidation or Conversion. A merger, consolidation or conversion of the Company COMPANY pursuant to this Article X of this OPERATING AGREEMENT requires the prior approval of the Manager.MANAGING MEMBER or BOARD OF DIRECTORS:
(a) If the Manager MANAGING MEMBER or BOARD OF DIRECTORS shall determine to consent to the merger or consolidation, the Manager MANAGING MEMBER or BOARD OF DIRECTORS shall approve the Merger Agreement, which shall set forth:
(i1) the names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(ii2) the name and jurisdiction of formation or organization of the business entity that is to survive the proposed merger or consolidation (the “"Surviving Business Entity”");
(iii3) the terms and conditions of the proposed merger or consolidation;
(iv4) the manner and basis of exchanging or converting the rights or securities of, or interests in, each constituent business entity for, or into, cash, property, rights, or securities of or interests in, the Surviving Business Entity; and if any rights or securities of, or interests in, any constituent business entity are not to be exchanged or converted solely for, or into, cash, property, rights, or securities of or interests in, the Surviving Business Entity, the cash, property, rights, or securities of or interests in, any limited liability company or other business entity which the holders of such rights, securities or interests are to receive, if any;
(v5) a statement of any changes in the constituent documents or the adoption of new constituent documents (the certificate of formation ARTICLES OF ORGANIZATION or limited liability company agreement, articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership or other similar charter or governing document) of the Surviving Business Entity to be effected by such merger or consolidation;
(vi6) the effective time of the merger or consolidation, which may be the date of the filing of the certificate of merger or consolidation pursuant to Section Section 10.4 of this OPERATING AGREEMENT or a later date specified in or determinable in accordance with the Merger Agreement (provided, that if the effective time of the merger or consolidation is to be later than the date of the filing of the certificate of merger or consolidation, the effective time shall be fixed no later than the time of the filing of the certificate of merger or consolidation or the time stated therein); and
(vii7) such other provisions with respect to the proposed merger or consolidation that the Manager MANAGING MEMBER or BOARD OF DIRECTORS determines to be necessary or appropriate.
(b) If the Manager MANAGING MEMBER or BOARD OF DIRECTORS shall determine to consent to the conversion, the Manager MANAGING MEMBER or BOARD OF DIRECTORS may approve and adopt a Plan of Conversion containing such terms and conditions that the Manager MANAGING MEMBER or BOARD OF DIRECTORS determines to be necessary or appropriate.
(c) The Members Shareholders hereby acknowledge and agree that they shall have no right or opportunity to approve a merger, consolidation, conversion, sale of substantially all assets or other significant transaction involving the Company COMPANY authorized and approved by the ManagerMANAGING MEMBER or BOARD OF DIRECTORS, unless required by applicable laws or regulations.
Appears in 1 contract
Samples: Operating Agreement (Anabasis Real Estate Investment Trust, LLC)
Procedure for Merger, Consolidation or Conversion. A merger(a) Merger, consolidation or conversion of the Company pursuant to this Article X 10 requires the prior approval consent of the Manager.
(a) If the Manager shall determine to consent to the merger or consolidationBoard of Directors and Members as set forth in Section 10.3(b). Upon such approval, the Manager shall approve Merger Agreement or the Merger Agreement, which Plan of Conversion shall set forth:
(i) the The names and jurisdictions of formation or organization of each of the business entities proposing to merge merge, consolidate or consolidateconvert;
(ii) the The name and jurisdiction of formation or organization of the business entity that is to survive the proposed merger merger, consolidation or consolidation conversion (the “Surviving Business Entity”);
(iii) the The terms and conditions of the proposed merger merger, consolidation or consolidationconversion;
(iv) the The manner and basis of exchanging or converting the rights or equity securities of, or interests in, of each constituent business entity for, or into, cash, propertyproperty or general or limited partnership or limited liability company interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity; and (i) if any rights general or limited partnership or limited liability company interests, rights, securities of, or interests in, obligations of any constituent business entity are not to be exchanged or converted solely for, or into, cash, propertyproperty or general or limited partnership or limited liability company interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity, the cash, propertyproperty or general or limited partnership or limited liability company interests, rights, securities or securities obligations of any general or interests inlimited partnership, any limited liability company company, corporation, trust or other business entity (other than the Surviving Business Entity) which the holders of such interests, rights, securities or interests obligations of the constituent business entity are to receivereceive in exchange for, if anyor upon conversion of, their interests, rights, securities or obligations and (ii) in the case of securities represented by certificates, upon the surrender of such certificates, which cash, property or general or limited partnership or limited liability company interests, rights, securities or obligations of the Surviving Business Entity or any general or limited partnership, limited liability company, corporation, trust or other entity (other than the Surviving Business Entity), or evidences thereof, are to be delivered;
(v) a A statement of any changes in the constituent documents or the adoption of new constituent documents (the certificate of formation or limited liability company agreement, articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership or limited liability company or other similar charter or governing document) of the Surviving Business Entity to be effected by such merger or consolidation;
(vi) the The effective time of the merger merger, consolidation or consolidationconversion, which may be the date of the filing of the certificate of merger or consolidation certificate of conversion pursuant to Section Section 10.4 or a later date specified in or determinable in accordance with the Merger Agreement (providedor Plan of Conversion, that provided that, if the effective time of the merger or consolidation is to be later than the date of the filing of the certificate of merger or consolidationconversion, the effective time shall be fixed no later than the time of the filing of the certificate of merger or consolidation or the time conversion and stated therein); and
(vii) such Such other provisions with respect to the proposed merger merger, consolidation or consolidation that the Manager determines to be conversion as are deemed necessary or appropriateappropriate by the Board of Directors.
(b) If the Manager Board of Directors shall determine to consent to the conversion, the Manager Board of Directors may approve and adopt a Plan of Conversion containing such terms and conditions that the Manager Board of Directors determines to be necessary or appropriate.
(c) The Members hereby acknowledge and agree that they shall have no right or opportunity to approve a merger, consolidation, conversion, sale of substantially all assets or other significant transaction involving the Company authorized and approved by the Manager, unless required by applicable laws or regulations.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Central Energy Partners Lp)
Procedure for Merger, Consolidation or Conversion. A (a) Merger, consolidation or conversion of the Partnership pursuant to this Article XIV requires the prior consent of the General Partner, provided, however, that, to the fullest extent permitted by law, the General Partner shall have no duty or obligation to consent to any merger, consolidation or conversion of the Company Partnership and may decline to do so free of any fiduciary duty or obligation whatsoever to the Partnership, any Limited Partner and, in declining to consent to a merger, consolidation or conversion, shall not be required to act in good faith or pursuant to any other standard imposed by this Article X requires Agreement, any other agreement contemplated hereby or under the prior approval of the ManagerDelaware Act or any other law, rule or regulation or at equity.
(ab) If the Manager General Partner shall determine to consent to the merger or consolidation, the Manager General Partner shall approve the Merger Agreement, which shall set forth:
(i) the names name and jurisdictions jurisdiction of formation or organization of each of the business entities proposing to merge or consolidate;
(ii) the name and jurisdiction of formation or organization of the business entity that is to survive the proposed merger or consolidation (the “Surviving Business Entity”);
(iii) the terms and conditions of the proposed merger or consolidation;
(iv) the manner and basis of exchanging or converting the rights or securities of, or equity interests in, of each constituent business entity for, or into, cash, propertyproperty or interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity; and (i) if any interests, securities or rights or securities of, or interests in, of any constituent business entity are not to be exchanged or converted solely for, or into, cash, propertyproperty or interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity, then the cash, propertyproperty or interests, rights, securities or securities obligations of any general or interests inlimited partnership, any corporation, trust, limited liability company company, unincorporated business or other business entity which (other than the Surviving Business Entity) that the holders of such interests, securities or rights are to receive in exchange for, or upon conversion of their interests, securities or rights, and (ii) in the case of equity interests represented by certificates, upon the surrender of such certificates, which cash, property or interests, rights, securities or interests obligations of the Surviving Business Entity or any general or limited partnership, corporation, trust, limited liability company, unincorporated business or other entity (other than the Surviving Business Entity), or evidences thereof, are to receive, if anybe delivered;
(v) a statement of any changes in the constituent documents or the adoption of new constituent documents (the certificate of formation or limited liability company agreement, articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership partnership, certificate of formation or limited liability company agreement or other similar charter or governing document) of the Surviving Business Entity to be effected by such merger or consolidation;
(vi) the effective time of the merger or consolidationmerger, which may be the date of the filing of the certificate of merger or consolidation pursuant to Section 10.4 Section 14.5 or a later date specified in or determinable in accordance with the Merger Agreement (provided, that if the effective time of the merger or consolidation is to be later than the date of the filing of the such certificate of merger or consolidationmerger, the effective time shall be fixed no later than the at a date or time of the filing of certain and stated in the certificate of merger or consolidation or the time stated thereinmerger); and
(vii) such other provisions with respect to the proposed merger or consolidation that the Manager determines to be necessary or appropriate.
(b) If the Manager shall determine to consent to the conversion, the Manager may approve and adopt a Plan of Conversion containing such terms and conditions that the Manager General Partner determines to be necessary or appropriate.
(c) The Members hereby acknowledge and agree that they If the General Partner shall have no right or opportunity determine to approve a merger, consolidation, consent to the conversion, sale the General Partner shall approve the Plan of substantially all assets Conversion, which shall set forth:
(i) the name of the converting entity and the converted entity;
(ii) a statement that the Partnership is continuing its existence in the organizational form of the converted entity;
(iii) a statement as to the type of entity that the converted entity is to be and the state or country under the laws of which the converted entity is to be incorporated, formed or organized;
(iv) the manner and basis of exchanging or converting the equity interests or other significant transaction involving rights or securities of the Company authorized converting entity for, or into, cash, property, rights, securities or interests of the converted entity, or, in addition to or in lieu thereof, cash, property, rights, securities or interests of another entity;
(v) in an attachment or exhibit, the certificate of conversion; and
(vi) in an attachment or exhibit, the articles of incorporation or other organizational documents of the converted entity;
(vii) the effective time of the conversion, which may be the date of the filing of the certificate of conversion or a later date specified in or determinable in accordance with the Plan of Conversion (provided, that if the effective time of the conversion is to be later than the date of the filing of such certificate of conversion, the effective time shall be fixed at a date or time certain at or prior to the time of the filing of such certificate of conversion and approved by stated therein); and
(viii) such other provisions with respect to the Manager, unless required by applicable laws proposed conversion that the General Partner determines to be necessary or regulationsappropriate.
Appears in 1 contract
Samples: Limited Partnership Agreement (American Midstream Partners, LP)
Procedure for Merger, Consolidation or Conversion. A (a) The merger, consolidation or conversion of the Company pursuant to this Article X XII requires the prior approval of a majority of the ManagerBoard and compliance with Section 12.3.
(ab) If the Manager Board shall determine to consent to the a merger or consolidation, the Manager Board shall approve the Merger Agreement, which shall set forth:
(i) the names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(ii) the name and jurisdiction of formation or organization of the business entity Surviving Business Entity that is to survive the proposed merger or consolidation (the “Surviving Business Entity”)consolidation;
(iii) the terms and conditions of the proposed merger or consolidation;
(iv) the manner and basis of exchanging or converting the rights or equity securities of, or interests in, of each constituent business entity for, or into, cash, propertyproperty or interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity; and (A) if any interests, securities or rights or securities of, or interests in, of any constituent business entity are not to be exchanged or converted solely for, or into, cash, propertyproperty or interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity, the cash, propertyproperty or interests, rights, securities or securities obligations of or interests in, any limited liability company or Other Entity (other business entity than the Surviving Business Entity) which the holders of such interests, securities or rights are to receive in exchange for, or upon conversion of their interests, securities or rights and (B) in the case of securities represented by certificates, upon the surrender of such certificates, which cash, property or interests, rights, securities or interests obligations of the Surviving Business Entity or any Other Entity (other than the Surviving Business Entity), or evidences thereof, are to receive, if anybe delivered;
(v) a statement of any changes in the constituent documents or the adoption of new constituent documents (the certificate of formation or limited liability company agreement, articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership partnership, certificate of formation, limited liability company agreement or other similar charter or governing document) of the Surviving Business Entity to be effected by such merger or consolidation;
(vi) the effective time of the merger or consolidationmerger, which may be the date of the filing of the certificate of merger or consolidation pursuant to Section 10.4 Section 12.4 or a later date specified in or determinable in accordance with the Merger Agreement (Agreement; provided, however, that if the effective time of the merger or consolidation is to be later than the date of the filing of the such certificate of merger or consolidationmerger, the effective time shall be fixed no later than at a date or time certain at or prior to the time of the filing of the such certificate of merger or consolidation or the time and stated therein); and
(vii) such other provisions with respect to the proposed merger or consolidation that the Manager determines to be as are deemed necessary or appropriateappropriate by the Board.
(bc) If the Manager Board shall determine to consent to a conversion of the conversionCompany, the Manager may Board shall approve and adopt a Plan of Conversion containing such terms and conditions that the Manager Board determines to be necessary or appropriate.
(c) The Members hereby acknowledge and agree that they shall have no right or opportunity to approve a merger, consolidation, conversion, sale of substantially all assets or other significant transaction involving the Company authorized and approved by the Manager, unless required by applicable laws or regulations.
Appears in 1 contract
Samples: Limited Liability Company Agreement (CSI Compressco LP)
Procedure for Merger, Consolidation or Conversion. A (a) The merger, consolidation or conversion of the Company pursuant to this Article X 13 requires the prior approval of the ManagerMembers representing a Majority Interest and compliance with this Section 13.2.
(ab) If the Manager Members representing a Majority Interest shall determine to consent to the a merger or consolidation, the Manager then Members representing a Majority Interest shall approve the Merger Agreement, which shall set forth:
(i) the names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(ii) the name and jurisdiction of formation or organization of the business entity Surviving Business Entity that is to survive the proposed merger or consolidation (the “Surviving Business Entity”)consolidation;
(iii) the terms and conditions of the proposed merger or consolidation;
(iv) the manner and basis of exchanging or converting the rights or equity securities of, or interests in, of each constituent business entity for, or into, cash, propertyproperty or interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity; and (A) if any general or limited partner interests, securities or rights or securities of, or interests in, of any constituent business entity are not to be exchanged or converted solely for, or into, cash, propertyproperty or general or limited partner interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity, the cash, propertyproperty or interests, rights, securities or securities obligations of any general or interests inlimited partnership, any corporation, trust, limited liability company company, unincorporated business or other business entity (other than the Surviving Business Entity) which the holders of such general or limited partner interests, securities or rights are to receive in exchange for, or upon conversion of their interests, securities or rights and (B) in the case of securities represented by certificates, upon the surrender of such certificates, which cash, property or general or limited partner interests, rights, securities or interests obligations of the Surviving Business Entity or any general or limited partnership, corporation, trust, limited liability company, unincorporated business or other entity (other than the Surviving Business Entity), or evidences thereof, are to receive, if anybe delivered;
(v) a statement of any changes in the constituent documents or the adoption of new constituent documents (the certificate of formation or limited liability company agreement, articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership partnership, certificate of formation, limited liability company agreement or other similar charter or governing document) of the Surviving Business Entity to be effected by such merger or consolidation;
(vi) the effective time of the merger or consolidationmerger, which may be the date of the filing of the certificate of merger or consolidation pursuant to Section 10.4 Section 13.3 or a later date specified in or determinable in accordance with the Merger Agreement (Agreement; provided, however, that if the effective time of the merger or consolidation is to be later than the date of the filing of the such certificate of merger or consolidationmerger, the effective time shall be fixed no later than at a date or time certain at or prior to the time of the filing of the such certificate of merger or consolidation or the time and stated therein); and
(vii) such other provisions with respect to the proposed merger or consolidation that the Manager determines to be as are deemed necessary or appropriateappropriate by Members representing a Majority Interest.
(bc) If the Manager Members representing a Majority Interest shall determine to consent to a conversion of the conversionCompany, the Manager may then Members representing a Majority Interest shall approve and adopt a Plan of Conversion containing such terms and conditions that the Manager determines Members representing such Majority Interest determine to be necessary or appropriate.
(c) The Members hereby acknowledge and agree that they shall have no right or opportunity to approve a merger, consolidation, conversion, sale of substantially all assets or other significant transaction involving the Company authorized and approved by the Manager, unless required by applicable laws or regulations.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Emerge Energy Services LP)
Procedure for Merger, Consolidation or Conversion. A A. Merger, consolidation or conversion of the Partnership pursuant to this Article XVIII requires the prior consent of the Board of Directors, provided, however, that, to the maximum extent permitted by law, the Board of Directors shall have no duty or obligation to consent to any merger, consolidation or conversion of the Company Partnership and may decline to do so free of any fiduciary duty or obligation whatsoever to the Partnership, any Limited Partner and, in declining to consent to a merger, consolidation or conversion, shall not be required to act in good faith or pursuant to any other standard imposed by this Article X requires Agreement, any other agreement contemplated hereby or under the prior approval of the ManagerAct or any other law, rule or regulation or at equity.
(a) B. If the Manager Board of Directors shall determine to consent to the merger or consolidation, the Manager Board of Directors shall approve the Merger Agreement, which shall set forth:
(i) the names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(ii) the name and jurisdiction of formation or organization of the business entity that is to survive the proposed merger or consolidation (the “Surviving Business Entity”);
(iii) the terms and conditions of the proposed merger or consolidation;
(iv) the manner and basis of exchanging or converting the rights or equity securities of, or interests in, of each constituent business entity for, or into, cash, propertyproperty or interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity; and (i) if any Partnership Interests, securities or rights or securities of, or interests in, of any constituent business entity are not to be exchanged or converted solely for, or into, cash, propertyproperty or general or limited partner interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity, the cash, propertyproperty or interests, rights, securities or securities obligations of any general or interests inlimited partnership, any corporation, trust, limited liability company company, unincorporated business or other business entity (other than the Surviving Business Entity) which the holders of such general or limited partner interests, securities or rights are to receive in exchange for, or upon conversion of their interests, securities or rights, and (ii) in the case of securities represented by certificates, upon the surrender of such certificates, which cash, property or general or limited partner interests, rights, securities or interests obligations of the Surviving Business Entity or any general or limited partnership, corporation, trust, limited liability company, unincorporated business or other entity (other than the Surviving Business Entity), or evidences thereof, are to receive, if anybe delivered;
(v) a statement of any changes in the constituent documents or the adoption of new constituent documents (the certificate of formation or limited liability company agreement, articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership partnership, operating agreement or other similar charter or governing document) of the Surviving Business Entity to be effected by such merger or consolidation;
(vi) the effective time of the merger or consolidationmerger, which may be the date of the filing of the certificate of merger or consolidation pursuant to Section 10.4 Section 18.04 or a later date specified in or determinable in accordance with the Merger Agreement (provided, that if the effective time of the merger or consolidation is to be later than the date of the filing of the such certificate of merger or consolidationmerger, the effective time shall be fixed no later than at a date or time certain at or prior to the time of the filing of the such certificate of merger or consolidation or the time and stated therein); and
(vii) such other provisions with respect to the proposed merger or consolidation that the Manager Board of Directors determines to be necessary or appropriate.
(b) C. If the Manager Board of Directors shall determine to consent to the conversion, the Manager Board of Directors may approve and adopt a Plan of Conversion containing such terms and conditions that the Manager Board of Directors determines to be necessary or appropriate.
(c) The Members hereby acknowledge and agree that they shall have no right or opportunity to approve a merger, consolidation, conversion, sale of substantially all assets or other significant transaction involving the Company authorized and approved by the Manager, unless required by applicable laws or regulations.
Appears in 1 contract
Samples: Limited Partnership Agreement (Highland Financial Partners, L.P.)
Procedure for Merger, Consolidation or Conversion. A merger, consolidation or conversion of the Company pursuant to this Article X requires the prior approval of the ManagerBoard of Directors.
(a) If the Manager Board of Directors shall determine to consent to the merger or consolidation, the Manager Board of Directors shall approve the Merger Agreement, which shall set forth:
(i) i. the names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(ii) . the name and jurisdiction of formation or organization of the business entity that is to survive the proposed merger or consolidation (the “"Surviving Business Entity”");
(iii) . the terms and conditions of the proposed merger or consolidation;
(iv) . the manner and basis of exchanging or converting the rights or securities of, or interests in, each constituent business entity for, or into, cash, property, rights, or securities of or interests in, the Surviving Business Entity; and if any rights or securities of, or interests in, any constituent business entity are not to be exchanged or converted solely for, or into, cash, property, rights, or securities of or interests in, the Surviving Business Entity, the cash, property, rights, or securities of or interests in, any limited liability company or other business entity which the holders of such rights, securities or interests are to receive, if any;
(v) v. a statement of any changes in the constituent documents or the adoption of new constituent documents (the certificate of formation or limited liability company agreement, articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership or other similar charter or governing document) of the Surviving Business Entity to be effected by such merger or consolidation;
(vi) . the effective time of the merger or consolidation, which may be the date of the filing of the certificate of merger or consolidation pursuant to Section Section 10.4 or a later date specified in or determinable in accordance with the Merger Agreement (provided, that if the effective time of the merger or consolidation is to be later than the date of the filing of the certificate of merger or consolidation, the effective time shall be fixed no later than the time of the filing of the certificate of merger or consolidation or the time stated therein); and
(vii) . such other provisions with respect to the proposed merger or consolidation that the Manager Board of Directors determines to be necessary or appropriate.
(b) If the Manager Board of Directors shall determine to consent to the conversion, the Manager Board of Directors may approve and adopt a Plan of Conversion containing such terms and conditions that the Manager Board of Directors determines to be necessary or appropriate.
(c) The Members hereby acknowledge and agree that they shall have no right or opportunity to approve a merger, consolidation, conversion, sale of substantially all assets or other significant transaction involving the Company authorized and approved by the Manager, unless required by applicable laws or regulations.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Etre Reit, LLC)
Procedure for Merger, Consolidation or Conversion. A merger, consolidation or conversion of the Company pursuant to this Article X X requires the prior approval of the ManagerBoard of Directors.
(a) If the Manager Board of Directors shall determine to consent to the merger or consolidation, the Manager Board of Directors shall approve the Merger Agreement, which shall set forth:
(i) the names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(ii) the name and jurisdiction of formation or organization of the business entity that is to survive the proposed merger or consolidation (the “"Surviving Business Entity”");
(iii) the terms and conditions of the proposed merger or consolidation;
(iv) the manner and basis of exchanging or converting the rights or securities of, or interests in, each constituent business entity for, or into, cash, property, rights, or securities of or interests in, the Surviving Business Entity; and if any rights or securities of, or interests in, any constituent business entity are not to be exchanged or converted solely for, or into, cash, property, rights, or securities of or interests in, the Surviving Business Entity, the cash, property, rights, or securities of or interests in, any limited liability company or other business entity which the holders of such rights, securities or interests are to receive, if any;; 42
(v) a statement of any changes in the constituent documents or the adoption of new constituent documents (the certificate of formation or limited liability company agreement, articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership or other similar charter or governing document) of the Surviving Business Entity to be effected by such merger or consolidation;
(vi) the effective time of the merger or consolidation, which may be the date of the filing of the certificate of merger or consolidation pursuant to Section 10.4 or a later date specified in or determinable in accordance with the Merger Agreement (provided, that if the effective time of the merger or consolidation is to be later than the date of the filing of the certificate of merger or consolidation, the effective time shall be fixed no later than the time of the filing of the certificate of merger or consolidation or the time stated therein); and
(vii) such other provisions with respect to the proposed merger or consolidation that the Manager Board of Directors determines to be necessary or appropriate.
(b) If the Manager Board of Directors shall determine to consent to the conversion, the Manager Board of Directors may approve and adopt a Plan of Conversion containing such terms and conditions that the Manager Board of Directors determines to be necessary or appropriate.
(c) The Members hereby acknowledge and agree that they shall have no right or opportunity to approve a merger, consolidation, conversion, sale of substantially all assets or other significant transaction involving the Company authorized and approved by the Manager, unless required by applicable laws or regulations.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Etre Reit, LLC)
Procedure for Merger, Consolidation or Conversion. A (a) The merger, consolidation or conversion of the Company pursuant to this Article X 14 requires the prior approval of the ManagerMembers representing a Majority Interest and compliance with this Section 14.2.
(ab) If the Manager Members representing a Majority Interest shall determine to consent to the a merger or consolidation, the Manager then Members representing a Majority Interest shall approve the Merger Agreement, which shall set forth:
: (i) the names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
; (ii) the name and jurisdiction of formation or organization of the business entity Surviving Business Entity that is to survive the proposed merger or consolidation (the “Surviving Business Entity”);
consolidation; (iii) the terms and conditions of the proposed merger or consolidation;
; (iv) the manner and basis of exchanging or converting the rights or equity securities of, or interests in, of each constituent business entity for, or into, cash, propertyproperty or interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity; and (A) if any general or limited partner interests, securities or rights or securities of, or interests in, of any constituent business entity are not to be exchanged or converted solely for, or into, cash, propertyproperty or general or limited partner interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity, the cash, propertyproperty or interests, rights, securities or securities obligations of any general or interests inlimited partnership, any corporation, trust, limited liability company company, unincorporated business or other business entity (other than the Surviving Business Entity) which the holders of such general or limited partner interests, securities or rights are to receive in exchange for, or upon conversion of their interests, securities or rights, and (B) in the case of securities represented by certificates, upon the surrender of such certificates, which cash, property or general or limited partner interests, rights, securities or interests are to receive, if any;
(v) a statement of any changes in the constituent documents or the adoption of new constituent documents (the certificate of formation or limited liability company agreement, articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership or other similar charter or governing document) obligations of the Surviving Business Entity or any general or limited partnership, corporation, trust, limited liability company, unincorporated business or other entity (other than the Surviving Business Entity), or evidences thereof, are to be effected by such merger or consolidationdelivered;
(vi) the effective time of the merger or consolidation, which may be the date of the filing of the certificate of merger or consolidation pursuant to Section 10.4 or a later date specified in or determinable in accordance with the Merger Agreement (provided, that if the effective time of the merger or consolidation is to be later than the date of the filing of the certificate of merger or consolidation, the effective time shall be fixed no later than the time of the filing of the certificate of merger or consolidation or the time stated therein); and
(vii) such other provisions with respect to the proposed merger or consolidation that the Manager determines to be necessary or appropriate.
(b) If the Manager shall determine to consent to the conversion, the Manager may approve and adopt a Plan of Conversion containing such terms and conditions that the Manager determines to be necessary or appropriate.
(c) The Members hereby acknowledge and agree that they shall have no right or opportunity to approve a merger, consolidation, conversion, sale of substantially all assets or other significant transaction involving the Company authorized and approved by the Manager, unless required by applicable laws or regulations.
Appears in 1 contract
Samples: Limited Liability Company Agreement
Procedure for Merger, Consolidation or Conversion. A merger(a) Merger, consolidation or conversion of the Company pursuant to this Article X XIII requires the prior approval of the ManagerBoard of Directors; provided, however, that, to the maximum extent permitted by law, the Board of Directors shall have no duty or obligation to approve any merger, consolidation or conversion of the Company and may decline to do so free of any duty or obligation whatsoever to the Company or any Member and, in declining to approve a merger, consolidation or conversion, shall not be required to act in good faith or pursuant to any other standard imposed by this Agreement, any other agreement contemplated hereby or under the Delaware Act or any other law, rule or regulation or at equity.
(ab) If the Manager Board of Directors shall determine to consent to approve the merger or consolidation, the Manager Board of Directors shall approve the Merger Agreement, which shall set forth:
(i) the names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(ii) the name and jurisdiction of formation or organization of the business entity that is to survive the proposed merger or consolidation (the “Surviving Business Entity”);
(iii) the terms and conditions of the proposed merger or consolidation;
(iv) the manner and basis of exchanging or converting the rights or equity securities of, or interests in, of each constituent business entity for, or into, cash, propertyproperty or interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity; and (i) if any interests, securities or rights or securities of, or interests in, of any constituent business entity are not to be exchanged or converted solely for, or into, cash, propertyproperty or interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity, the cash, propertyproperty or interests, rights, securities or securities obligations of any general or interests inlimited partnership, any corporation, trust, limited liability company company, unincorporated business or other business entity (other than the Surviving Business Entity) which the holders of such interests, securities or rights are to receive in exchange for, or upon conversion of their interests, securities or rights, and (ii) in the case of securities represented by certificates, upon the surrender of such certificates, which cash, property or interests, rights, securities or interests obligations of the Surviving Business Entity or any general or limited partnership, corporation, trust, limited liability company, unincorporated business or other entity (other than the Surviving Business Entity), or evidences thereof, are to receive, if anybe delivered;
(v) a statement of any changes in the constituent documents or the adoption of new constituent documents (the certificate of formation or limited liability company agreement, articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership partnership, operating agreement or other similar charter or governing document) of the Surviving Business Entity to be effected by such merger or consolidation;
(vi) the effective time of the merger or consolidationmerger, which may be the date of the filing of the certificate of merger or consolidation pursuant to Section 10.4 Section 13.4 or a later date specified in or determinable in accordance with the Merger Agreement (provided, that if the effective time of the merger or consolidation is to be later than the date of the filing of the such certificate of merger or consolidationmerger, the effective time shall be fixed no later than at a date or time certain at or prior to the time of the filing of the such certificate of merger or consolidation or the time and stated therein); and
(vii) such other provisions with respect to the proposed merger or consolidation that the Manager Board of Directors determines to be necessary or appropriate.
(bc) If the Manager Board of Directors shall determine to consent to approve the conversion, the Manager Board of Directors may approve and adopt a Plan of Conversion containing such terms and conditions that the Manager Board of Directors determines to be necessary or appropriate.
(c) The Members hereby acknowledge and agree that they shall have no right or opportunity to approve a merger, consolidation, conversion, sale of substantially all assets or other significant transaction involving the Company authorized and approved by the Manager, unless required by applicable laws or regulations.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Atlas Energy Group, LLC)
Procedure for Merger, Consolidation or Conversion. A (a) Merger, consolidation or conversion of the Partnership pursuant to this Article XIV requires the prior consent of the General Partner, provided, that, to the fullest extent permitted by law, the General Partner shall have no duty or obligation to consent to any merger, consolidation or conversion of the Company Partnership and may decline to do so free of any fiduciary duty or obligation whatsoever to the Partnership, any Limited Partner and, in declining to consent to a merger, consolidation or conversion, shall not be required to act in good faith or pursuant to any other standard imposed by this Article X requires Agreement, any other agreement contemplated hereby or under the prior approval of the ManagerDelaware Act or any other law, rule or regulation or at equity.
(ab) If the Manager General Partner shall determine to consent to the merger or consolidation, the Manager General Partner shall approve the Merger Agreement, which shall set forth:
(i) the names name and jurisdictions jurisdiction of formation or organization of each of the business entities proposing to merge or consolidate;
(ii) the name and jurisdiction of formation or organization of the business entity that is to survive the proposed merger or consolidation (the “Surviving Business Entity”);
(iii) the terms and conditions of the proposed merger or consolidation;
(iv) the manner and basis of exchanging or converting the rights or securities of, or equity interests in, of each constituent business entity for, or into, cash, propertyproperty or interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity; and (i) if any interests, securities or rights or securities of, or interests in, of any constituent business entity are not to be exchanged or converted solely for, or into, cash, propertyproperty or interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity, then the cash, propertyproperty or interests, rights, securities or securities obligations of any general or interests inlimited partnership, any corporation, trust, limited liability company company, unincorporated business or other business entity (other than the Surviving Business Entity) which the holders of such interests, securities or rights are to receive in exchange for, or upon conversion of their interests, securities or rights, and (ii) in the case of equity interests represented by certificates, upon the surrender of such certificates, which cash, property or interests, rights, securities or interests obligations of the Surviving Business Entity or any general or limited partnership, corporation, trust, limited liability company, unincorporated business or other entity (other than the Surviving Business Entity), or evidences thereof, are to receive, if anybe delivered;
(v) a statement of any changes in the constituent documents or the adoption of new constituent documents (the certificate of formation or limited liability company agreement, articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership partnership, certificate of formation or limited liability company agreement or other similar charter or governing document) of the Surviving Business Entity to be effected by such merger or consolidation;
(vi) the effective time of the merger or consolidationmerger, which may be the date of the filing of the certificate of merger or consolidation pursuant to Section 10.4 Section 14.4 or a later date specified in or determinable in accordance with the Merger Agreement (provided( provided , that if the effective time of the merger or consolidation is to be later than the date of the filing of the such certificate of merger or consolidationmerger, the effective time shall be fixed no later than the at a date or time of the filing of certain and stated in the certificate of merger or consolidation or the time stated thereinmerger); and
(vii) such other provisions with respect to the proposed merger or consolidation that the Manager determines to be necessary or appropriate.
(b) If the Manager shall determine to consent to the conversion, the Manager may approve and adopt a Plan of Conversion containing such terms and conditions that the Manager General Partner determines to be necessary or appropriate.
(c) The Members hereby acknowledge and agree that they If the General Partner shall have no right or opportunity determine to approve a merger, consolidation, consent to the conversion, sale the General Partner shall approve the Plan of substantially all assets Conversion, which shall set forth:
(i) the name of the converting entity and the converted entity;
(ii) a statement that the Partnership is continuing its existence in the organizational form of the converted entity;
(iii) a statement as to the type of entity that the converted entity is to be and the state or country under the laws of which the converted entity is to be incorporated, formed or organized;
(iv) the manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or interests, rights, securities or obligations of the converted entity or another entity, or for the cancellation of such equity securities;
(v) in an attachment or exhibit, the certificate of limited partnership of the Partnership; and
(vi) in an attachment or exhibit, the certificate of limited partnership, articles of incorporation, or other significant transaction involving organizational documents of the Company authorized converted entity;
(vii) the effective time of the conversion, which may be the date of the filing of the articles of conversion or a later date specified in or determinable in accordance with the Plan of Conversion ( provided , that if the effective time of the conversion is to be later than the date of the filing of such articles of conversion, the effective time shall be fixed at a date or time certain and approved by stated in such articles of conversion); and
(viii) such other provisions with respect to the Manager, unless required by applicable laws proposed conversion that the General Partner determines to be necessary or regulationsappropriate.
Appears in 1 contract
Procedure for Merger, Consolidation or Conversion. A mergerMerger, consolidation or conversion of the Company pursuant to this Article X XIV requires the prior approval of the ManagerBoard of Directors.
(a) If the Manager Board of Directors shall determine to consent to the merger or consolidation, the Manager Board of Directors shall approve the Merger Agreement, which shall set forth:
(i) the names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(ii) the name and jurisdiction of formation or organization of the business entity that is to survive the proposed merger or consolidation (the “"Surviving Business Entity”");
(iii) the terms and conditions of the proposed merger or consolidation;
(iv) the manner and basis of canceling the rights or securities of, or interests in, each constituent entity or of exchanging or converting the rights or securities of, or interests in, each constituent business entity for, or into, cash, property, rights, or securities of or interests in, the Surviving Business Entity; and if any rights or securities of, or interests in, any constituent business entity are not to be exchanged or converted solely for, or into, cash, property, rights, or securities of or interests in, the Surviving Business Entity, the cash, property, rights, or securities of or interests in, any limited liability company or other business entity which the holders of such rights, securities or interests are to receive, if any;
(v) a statement of any changes in the constituent documents or the adoption of new constituent documents (the certificate of formation or limited liability company agreement, articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership or other similar charter or governing document) of the Surviving Business Entity to be effected by such merger or consolidation;
(vi) the effective time of the merger or consolidation, which may be the date of the filing of the certificate of merger or consolidation pursuant to Section 10.4 Section 14.4 or a later date specified in or determinable in accordance with the Merger Agreement (provided, that if the effective time of the merger or consolidation is to be later than the date of the filing of the certificate of merger or consolidation, the effective time shall be fixed no later than the time of the filing of the certificate of merger or consolidation or the time and stated therein); and
(vii) such other provisions with respect to the proposed merger or consolidation that the Manager Board of Directors determines to be necessary or appropriate.
(b) If the Manager Board of Directors shall determine to consent to the conversion, the Manager Board of Directors may approve and adopt a Plan of Conversion containing such terms and conditions that the Manager Board of Directors determines to be necessary or appropriate.
(c) The Members hereby acknowledge and agree that they shall have no right or opportunity to approve a merger, consolidation, conversion, sale of substantially all assets or other significant transaction involving the Company authorized and approved by the Manager, unless required by applicable laws or regulations.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Travelcenters of America LLC)
Procedure for Merger, Consolidation or Conversion. A merger(a) Merger, consolidation or conversion of the Company pursuant to this Article X Article XIV requires the prior approval of the ManagerManaging Member; provided, however, that, to the fullest extent permitted by law, the Managing Member, in declining to consent to a merger, consolidation or conversion, may act in its sole discretion.
(ab) If the Manager Managing Member shall determine to consent to the merger or consolidation, the Manager Managing Member shall approve the Merger Agreement, which shall set forth:
(i) the names name and jurisdictions state or country of formation or organization domicile of each of the business entities proposing to merge or consolidate;
(ii) the name and jurisdiction state of formation or organization domicile of the business entity that is to survive the proposed merger or consolidation (the “Surviving Business Entity”);
(iii) the terms and conditions of the proposed merger or consolidation;
(iv) the manner and basis of exchanging or converting the rights or equity securities of, or interests in, of each constituent business entity for, or into, cash, propertyproperty or interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity; and (A) if any general or limited partner interests, securities or rights or securities of, or interests in, of any constituent business entity are not to be exchanged or converted solely for, or into, cash, propertyproperty or general or limited partner interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity, the cash, propertyproperty or interests, rights, securities or securities obligations of any general or interests inlimited partnership, any corporation, trust, limited liability company company, unincorporated business or other business entity (other than the Surviving Business Entity) which the holders of such general or limited partner interests, securities or rights are to receive in exchange for, or upon conversion of their interests, securities or rights; and (B) in the case of securities represented by certificates, upon the surrender of such certificates, which cash, property or general or limited partner interests, rights, securities or interests obligations of the Surviving Business Entity or any general or limited partnership, corporation, trust, limited liability company, unincorporated business or other entity (other than the Surviving Business Entity), or evidences thereof, are to receive, if anybe delivered;
(v) a statement of any changes in the constituent documents or the adoption of new constituent documents (the certificate of formation or limited liability company agreement, articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership partnership, operating agreement or other similar charter or governing document) of the Surviving Business Entity to be effected by such merger or consolidation;
(vi) the effective time of the merger or consolidationmerger, which may be the date of the filing of the certificate of merger or consolidation pursuant to Section 10.4 14.4 or a later date specified in or determinable in accordance with the Merger Agreement (provided, that if the effective time of the merger or consolidation is to be later than the date of the filing of the such certificate of merger or consolidationmerger, the effective time shall be fixed no later than at a date or time certain at or prior to the time of the filing of the such certificate of merger or consolidation or the time and stated therein); and
(vii) such other provisions with respect to the proposed merger or consolidation that the Manager determines to be necessary or appropriate.
(b) If the Manager shall determine to consent to the conversion, the Manager may approve and adopt a Plan of Conversion containing such terms and conditions that the Manager Managing Member determines to be necessary or appropriate.
(c) The Members hereby acknowledge and agree that they If the Managing Member shall have no right or opportunity determine to approve a merger, consolidation, consent to the conversion, sale the Managing Member shall approve the Plan of substantially all assets Conversion, which shall set forth:
(i) the name of the converting entity and the converted entity;
(ii) a statement that the Company is continuing its existence in the organizational form of the converted entity;
(iii) a statement as to the type of entity that the converted entity is to be and the state or country under the laws of which the converted entity is to be incorporated, formed or organized;
(iv) the manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or interests, rights, securities or obligations of the converted entity;
(v) in an attachment or exhibit, the Certificate of Formation of the Company;
(vi) in an attachment or exhibit, the certificate of limited partnership, articles of incorporation, or other significant transaction involving organizational documents of the Company authorized converted entity;
(vii) the effective time of the conversion, which may be the date of the filing of the articles of conversion or a later date specified in or determinable in accordance with the Plan of Conversion (provided, that if the effective time of the conversion is to be later than the date of the filing of such articles of conversion, the effective time shall be fixed at a date or time certain at or prior to the time of the filing of such articles of conversion and approved by stated therein); and
(viii) such other provisions with respect to the Manager, unless required by applicable laws proposed conversion that the Managing Member determines to be necessary or regulationsappropriate.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Sunpower Corp)
Procedure for Merger, Consolidation or Conversion. A (a) Merger, consolidation or conversion of the Partnership pursuant to this Article XIV requires the prior consent of the General Partner, provided, however, that, to the fullest extent permitted by law, the General Partner shall have no duty or obligation to consent to any merger, consolidation or conversion of the Company Partnership and may decline to do so free of any fiduciary duty or obligation whatsoever to the Partnership, any Limited Partner and, in declining to consent to a merger, consolidation or conversion, shall not be required to act in good faith or pursuant to any other standard imposed by this Article X requires Agreement, any other agreement contemplated hereby or under the prior approval of the Manager.Delaware Act or any other law, rule or regulation or at equity. 118
(ab) If the Manager General Partner shall determine to consent to the merger or consolidation, the Manager General Partner shall approve the Merger Agreement, which shall set forth:
(i) the names name and jurisdictions jurisdiction of formation or organization of each of the business entities proposing to merge or consolidate;
(ii) the name and jurisdiction of formation or organization of the business entity that is to survive the proposed merger or consolidation (the “Surviving Business Entity”);
(iii) the terms and conditions of the proposed merger or consolidation;
(iv) the manner and basis of exchanging or converting the rights or securities of, or equity interests in, of each constituent business entity for, or into, cash, propertyproperty or interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity; and (i) if any interests, securities or rights or securities of, or interests in, of any constituent business entity are not to be exchanged or converted solely for, or into, cash, propertyproperty or interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity, then the cash, propertyproperty or interests, rights, securities or securities obligations of any general or interests inlimited partnership, any corporation, trust, limited liability company company, unincorporated business or other business entity (other than the Surviving Business Entity) which the holders of such interests, securities or rights are to receive in exchange for, or upon conversion of their interests, securities or rights, and (ii) in the case of equity interests represented by certificates, upon the surrender of such certificates, which cash, property or interests, rights, securities or interests obligations of the Surviving Business Entity or any general or limited partnership, corporation, trust, limited liability company, unincorporated business or other entity (other than the Surviving Business Entity), or evidences thereof, are to receive, if anybe delivered;
(v) a statement of any changes in the constituent documents or the adoption of new constituent documents (the certificate of formation or limited liability company agreement, articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership partnership, certificate of formation or limited liability company agreement or other similar charter or governing document) of the Surviving Business Entity to be effected by such merger or consolidation;
(vi) the effective time of the merger or consolidationmerger, which may be the date of the filing of the certificate of merger or consolidation pursuant to Section 10.4 Section 14.4 or a later date specified in or determinable in accordance with the Merger Agreement (provided, that if the effective time of the merger or consolidation is to be later than the date of the filing of the such certificate of merger or consolidationmerger, the effective time shall be fixed no later than the at a date or time of the filing of certain and stated in the certificate of merger or consolidation or the time stated thereinmerger); and
(vii) such other provisions with respect to the proposed merger or consolidation that the Manager determines to be necessary or appropriate.
(b) If the Manager shall determine to consent to the conversion, the Manager may approve and adopt a Plan of Conversion containing such terms and conditions that the Manager General Partner determines to be necessary or appropriate.
(c) The Members hereby acknowledge and agree that they If the General Partner shall have no right or opportunity determine to approve a merger, consolidation, consent to the conversion, sale the General Partner shall approve the Plan of substantially all assets Conversion, which shall set forth: 119
(i) the name of the converting entity and the converted entity;
(ii) a statement that the Partnership is continuing its existence in the organizational form of the converted entity;
(iii) a statement as to the type of entity that the converted entity is to be and the state or country under the laws of which the converted entity is to be incorporated, formed or organized;
(iv) the manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or interests, rights, securities or obligations of the converted entity or another entity, or for the cancellation of such equity securities;
(v) in an attachment or exhibit, the Certificate of Limited Partnership of the Partnership; and
(vi) in an attachment or exhibit, the certificate of limited partnership, articles of incorporation, or other significant transaction involving organizational documents of the Company authorized converted entity;
(vii) the effective time of the conversion, which may be the date of the filing of the articles of conversion or a later date specified in or determinable in accordance with the Plan of Conversion (provided, that if the effective time of the conversion is to be later than the date of the filing of such articles of conversion, the effective time shall be fixed at a date or time certain and approved by stated in such articles of conversion); and
(viii) such other provisions with respect to the Manager, unless required by applicable laws proposed conversion that the General Partner determines to be necessary or regulationsappropriate.
Appears in 1 contract
Samples: Limited Partnership Agreement
Procedure for Merger, Consolidation or Conversion. A (a) Merger, consolidation or conversion of the Partnership pursuant to this Article XIV requires the approval of the Board of Directors and the prior consent of the General Partner; provided, however, that, to the fullest extent permitted by law, neither the Board of Directors nor the General Partner shall have a duty or obligation to consent to any merger, consolidation or conversion of the Company Partnership and may decline to do so free of any fiduciary duty or obligation whatsoever to the Partnership or any Limited Partner and, in declining to consent to a merger, consolidation or conversion, shall not be required to act in good faith or pursuant to any other standard imposed by this Article X requires Agreement, any Group Member Agreement, any other agreement contemplated hereby or under the prior approval of the ManagerXxxxxxxx Islands Act or any other law, rule or regulation or at equity.
(ab) If the Manager Board of Directors and the General Partner shall determine to consent to the merger merger, consolidation or consolidationconversion, the Manager Board of Directors and the General Partner shall approve the Merger Agreement, which shall set forth:
(i) the names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(ii) the name and jurisdiction of formation or organization of the business entity that is to survive the proposed merger or consolidation (the “"Surviving Business Entity”");
(iii) the terms and conditions of the proposed merger or consolidation;
(iv) the manner and basis of exchanging or converting the rights or equity securities of, or interests in, of each constituent business entity for, or into, cash, propertyproperty or interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity; and (i) if any interests, securities or rights or securities of, or interests in, of any constituent business entity are not to be exchanged or converted solely for, or into, cash, propertyproperty or interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity, the cash, propertyproperty or interests, rights, securities or securities obligations of any general or interests inlimited partnership, any corporation, trust, limited liability company company, unincorporated business or other business entity Person (other than the Surviving Business Entity) which the holders of such interests, securities or rights are to receive in exchange for, or upon conversion of their interests, securities or rights, and (ii) in the case of securities represented by certificates, upon the surrender of such certificates, which cash, property or interests, rights, securities or interests obligations of the Surviving Business Entity or any general or limited partnership, corporation, trust, limited liability company, unincorporated business or other Person (other than the Surviving Business Entity), or evidences thereof, are to receive, if anybe delivered;
(v) a statement of any changes in the constituent documents or the adoption of new constituent documents (the certificate of formation or limited liability company agreement, articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership or other similar charter or governing document) of the Surviving Business Entity to be effected by such merger or consolidation;
(vi) the effective time of the merger or consolidationmerger, which may be the date of the filing of the certificate of merger or consolidation pursuant to Section 10.4 Section 14.4 or a later date specified in or determinable in accordance with the Merger Agreement (provided, that if the effective time of the merger or consolidation is to be later than the date of the filing of the such certificate of merger or consolidationmerger, the effective time shall be fixed no later than at a date or time certain at or prior to the time of the filing of the such certificate of merger or consolidation or the time and stated therein); and
and (vii) such vii)such other provisions with respect to the proposed merger or consolidation that the Manager determines to be necessary or appropriate.
(b) If Board of Directors and the Manager shall General Partner determine to consent to the conversion, the Manager may approve and adopt a Plan of Conversion containing such terms and conditions that the Manager determines to be necessary or appropriate.
(c) The Members hereby acknowledge If the Board of Directors and agree the General Partner shall determine to consent to the conversion the Board of Directors and the General Partner shall approve the Plan of Conversion, which shall set forth:
(i) the name of the converting entity and the converted entity;
(ii) a statement that they shall have no right the Partnership is continuing its existence in the organizational form of the converted entity;
(iii) a statement as to the type of entity that the converted entity is to be and the state or opportunity country under the laws of which the converted entity is to approve a mergerbe incorporated, consolidationformed or organized;
(iv) the manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or interests, rights, securities or obligations of the converted entity or another entity, or for the cancellation of such equity securities;
(v) in an attachment or exhibit, the certificate of limited partnership of the Partnership;
(vi) in an attachment or exhibit, the certificate of limited partnership, articles of incorporation, or other organizational documents of the converted entity;
(vii) the effective time of the conversion, sale which may be the date of substantially all assets the filing of the articles of conversion or a later date specified in or determinable in accordance with the Plan of Conversion (provided, that if the effective time of the conversion is to be later than the date of the filing of such articles of conversion, the effective time shall be fixed at a date or time certain and stated in such articles of conversion); and (viii)such other significant transaction involving provisions with respect to the Company authorized proposed conversion the Board of Directors and approved by the Manager, unless required by applicable laws General Partner determines to be necessary or regulationsappropriate.
Appears in 1 contract
Samples: Limited Partnership Agreement (Dynagas LNG Partners LP)
Procedure for Merger, Consolidation or Conversion. A (a) Merger, consolidation or conversion of the Partnership pursuant to this Article XIV requires the prior consent of the General Partner, provided, however, that the General Partner shall have no duty or obligation to consent to any merger, consolidation or conversion of the Company Partnership and may decline to do so free of any fiduciary duty or obligation whatsoever to the Partnership, any Limited Partner and, in declining to consent to a merger, consolidation or conversion, shall not be required to act in good faith or pursuant to any other standard imposed by this Article X requires Agreement, any other agreement contemplated hereby or under the prior approval of the ManagerDelaware Act or any other law, rule or regulation or at equity.
(ab) If the Manager General Partner shall determine to consent to the merger or consolidation, the Manager General Partner shall approve the Merger Agreement, which shall set forth:
(i) the names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(ii) the name and jurisdiction of formation or organization of the business entity that is to survive the proposed merger or consolidation (the “Surviving Business Entity”);
(iii) the terms and conditions of the proposed merger or consolidation;
(iv) the manner and basis of exchanging or converting the rights or equity securities of, or interests in, of each constituent business entity for, or into, cash, propertyproperty or interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity; and (i) if any general or limited partner interests, securities or rights or securities of, or interests in, of any constituent business entity are not to be exchanged or converted solely for, or into, cash, propertyproperty or general or limited partner interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity, the cash, propertyproperty or interests, rights, securities or securities obligations of any general or interests inlimited partnership, any corporation, trust, limited liability company company, unincorporated business or other business entity (other than the Surviving Business Entity) which the holders of such general or limited partner interests, securities or rights are to receive in exchange for, or upon conversion of their interests, securities or rights, and (ii) in the case of securities represented by certificates, upon the surrender of such certificates, which cash, property or general or limited partner interests, rights, securities or interests obligations of the Surviving Business Entity or any general or limited partnership, corporation, trust, limited liability company, unincorporated business or other entity (other than the Surviving Business Entity), or evidences thereof, are to receive, if anybe delivered;
(v) a statement of any changes in the constituent documents or the adoption of new constituent documents (the certificate of formation or limited liability company agreement, articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership partnership, operating agreement or other similar charter or governing document) of the Surviving Business Entity to be effected by such merger or consolidation;
(vi) the effective time of the merger or consolidationmerger, which may be the date of the filing of the certificate of merger or consolidation pursuant to Section 10.4 Section 14.4 or a later date specified in or determinable in accordance with the Merger Agreement (provided, that if the effective time of the merger or consolidation is to be later than the date of the filing of the such certificate of merger or consolidationmerger, the effective time shall be fixed no later than at a date or time certain at or prior to the time of the filing of the such certificate of merger or consolidation or the time and stated therein); and
(vii) such other provisions with respect to the proposed merger or consolidation that the Manager General Partner determines to be necessary or appropriate.
(bc) If the Manager General Partner shall determine to consent to the conversion, the Manager General Partner may approve and adopt a Plan of Conversion containing such terms and conditions that the Manager General Partner determines to be necessary or appropriate.
(c) The Members hereby acknowledge and agree that they shall have no right or opportunity to approve a merger, consolidation, conversion, sale of substantially all assets or other significant transaction involving the Company authorized and approved by the Manager, unless required by applicable laws or regulations.
Appears in 1 contract
Samples: Agreement of Limited Partnership (Hiland Holdings GP, LP)
Procedure for Merger, Consolidation or Conversion. A merger, consolidation or conversion of the Company pursuant to this Article X IX requires the prior approval of the Manager.
(a) If the Manager shall determine to consent to the merger or consolidation, the Manager shall approve the Merger Agreement, which shall set forth:
(i) the names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(ii) the name and jurisdiction of formation or organization of the business entity that is to survive the proposed merger or consolidation (the “Surviving Business Entity”);
(iii) the terms and conditions of the proposed merger or consolidation;
(iv) the manner and basis of exchanging or converting the rights or securities of, or interests in, each constituent business entity for, or into, cash, property, rights, or securities of or interests in, the Surviving Business Entity; and if any rights or securities of, or interests in, any constituent business entity are not to be exchanged or converted solely for, or into, cash, property, rights, or securities of or interests in, the Surviving Business Entity, the cash, property, rights, or securities of or interests in, any limited liability company or other business entity which the holders of such rights, securities or interests are to receive, if any;
(v) a statement of any changes in the constituent documents or the adoption of new constituent documents (the certificate of formation or limited liability company agreement, articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership or other similar charter or governing document) of the Surviving Business Entity to be effected by such merger or consolidation;
(vi) the effective time of the merger or consolidation, which may be the date of the filing of the certificate of merger or consolidation pursuant to Section 10.4 Section 9.4 or a later date specified in or determinable in accordance with the Merger Agreement (provided, that if the effective time of the merger or consolidation is to be later than the date of the filing of the certificate of merger or consolidation, the effective time shall be fixed no later than the time of the filing of the certificate of merger or consolidation or the time stated therein); and
(vii) such other provisions with respect to the proposed merger or consolidation that the Manager determines to be necessary or appropriate.
(b) If the Manager shall determine to consent to the conversion, the Manager may approve and adopt a Plan of Conversion containing such terms and conditions that the Manager determines to be necessary or appropriate.
(c) The Members hereby acknowledge and agree that they shall have no right or opportunity to approve a merger, consolidation, conversion, sale of substantially all assets or other significant transaction involving the Company authorized and approved by the Manager, unless required by applicable laws or regulations.
Appears in 1 contract
Procedure for Merger, Consolidation or Conversion. A Any merger, consolidation consolidation, conversion or conversion similar transaction (which, for purposes of this Article X, shall not include a sale of all or substantially all of the Company’s assets as provided in Section 8.1(b)) of the Company pursuant to this Article X requires the prior approval of the ManagerBoard of Directors.
(a) If the Manager Board of Directors shall determine to consent to the merger merger, consolidation or consolidationsimilar transaction, the Manager Board of Directors shall approve the Merger Agreement, which shall set forth:
(i) the names and jurisdictions of formation or organization of each of the business entities proposing to merge merge, consolidate or consolidateotherwise combine;
(ii) the name and jurisdiction of formation or organization of the business entity that is to survive the proposed merger merger, consolidation or consolidation similar transaction (the “Surviving Business Entity”);
(iii) the terms and conditions of the proposed merger merger, consolidation or consolidationsimilar transaction;
(iv) the manner and basis of exchanging or converting the rights or securities of, or interests in, each constituent business entity for, or into, cash, property, rights, or securities of or interests in, the Surviving Business Entity; and if any rights or securities of, or interests in, any constituent business entity are not to be exchanged or converted solely for, or into, cash, property, rights, or securities of or interests in, the Surviving Business Entity, the cash, property, rights, or securities of or interests in, any limited liability company or other business entity which the holders of such rights, securities or interests are to receive, if any;
(v) a statement of any changes in the constituent documents or the adoption of new constituent documents (the certificate of formation or limited liability company agreement, articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership or other similar charter or governing document) of the Surviving Business Entity to be effected by such merger or consolidation;
(vi) the effective time of the merger or consolidationmerger, which may be the date of the filing of the certificate of merger or consolidation pursuant to Section Section 10.4 or a later date specified in or determinable in accordance with the Merger Agreement (provided, that if the effective time of the merger or consolidation is to be later than the date of the filing of the certificate of merger or consolidationmerger, the effective time shall be fixed no later than the time of the filing of the certificate of merger or consolidation or the time stated therein); and
(vii) such other provisions with respect to the proposed merger or consolidation that the Manager Board of Directors determines to be necessary or appropriate.
(b) If the Manager Board of Directors shall determine to consent to the conversionconversion or similar transaction, the Manager Board of Directors may approve and adopt a Plan of Conversion containing such terms and conditions that the Manager Board of Directors determines to be necessary or appropriate.
(c) The Members hereby acknowledge and agree that they shall have no right or opportunity to approve a merger, consolidation, conversion, sale of substantially all assets or other significant transaction involving the Company authorized and approved by the Manager, unless required by applicable laws or regulations.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Och-Ziff Capital Management Group LLC)
Procedure for Merger, Consolidation or Conversion. A merger, consolidation or conversion of the Company pursuant to this Article X requires the prior approval of the ManagerBoard of Directors.
(a) If the Manager Board of Directors shall determine to consent to the merger or consolidation, the Manager Board of Directors shall approve the Merger Agreement, which shall set forth:
(i) i. the names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(ii) . the name and jurisdiction of formation or organization of the business entity that is to survive the proposed merger or consolidation (the “Surviving Business Entity”);
(iii) . the terms and conditions of the proposed merger or consolidation;
(iv) . the manner and basis of exchanging or converting the rights or securities of, or interests in, each constituent business entity for, or into, cash, property, rights, or securities of or interests in, the Surviving Business Entity; and if any rights or securities of, or interests in, any constituent business entity are not to be exchanged or converted solely for, or into, cash, property, rights, or securities of or interests in, the Surviving Business Entity, the cash, property, rights, or securities of or interests in, any limited liability company or other business entity which the holders of such rights, securities or interests are to receive, if any;
(v) v. a statement of any changes in the constituent documents or the adoption of new constituent documents (the certificate of formation or limited liability company agreement, articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership or other similar charter or governing document) of the Surviving Business Entity to be effected by such merger or consolidation;
(vi) . the effective time of the merger or consolidation, which may be the date of the filing of the certificate of merger or consolidation pursuant to Section Section 10.4 or a later date specified in or determinable in accordance with the Merger Agreement (provided, that if the effective time of the merger or consolidation is to be later than the date of the filing of the certificate of merger or consolidation, the effective time shall be fixed no later than the time of the filing of the certificate of merger or consolidation or the time stated therein); and
(vii) . such other provisions with respect to the proposed merger or consolidation that the Manager Board of Directors determines to be necessary or appropriate.
(b) If the Manager Board of Directors shall determine to consent to the conversion, the Manager Board of Directors may approve and adopt a Plan of Conversion containing such terms and conditions that the Manager Board of Directors determines to be necessary or appropriate.
(c) The Members hereby acknowledge and agree that they shall have no right or opportunity to approve a merger, consolidation, conversion, sale of substantially all assets or other significant transaction involving the Company authorized and approved by the Manager, unless required by applicable laws or regulations.
Appears in 1 contract
Samples: Limited Liability Company Agreement (ETRE Residential, LLC)
Procedure for Merger, Consolidation or Conversion. A merger(a) Merger, consolidation or conversion of the Company Partnership pursuant to this Article X XIV requires the prior approval consent of the ManagerGeneral Partner, provided, however, that, to the fullest extent permitted by law, the General Partner, in declining to consent to a merger consolidation, or conversion, may act in its sole discretion.
(ab) If the Manager General Partner shall determine to consent to the merger or consolidation, or conversion, the Manager General Partner shall approve the Merger Agreement, which shall set forth:
(i) i. the names name and jurisdictions jurisdiction of formation or organization of each of the business entities entity proposing to merge merge, consolidate or consolidateconvert;
(ii) . in the case of a merger or consolidation, the name and jurisdiction of formation or organization of the business entity that is to survive the proposed merger or consolidation (the “Surviving Business Entity”)) or, in the case of a conversion, a statement that the Partnership is continuing its existence in the organizational form of the converted entity;
(iii) . the terms and conditions of the proposed merger, consolidation or conversion;
iv. in the case of a merger or consolidation;
(iv) , the manner and basis of exchanging or converting the rights or securities of, or equity interests in, of each constituent business entity for, or into, cash, propertyproperty or interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity; and (A) if any interests, securities or rights or securities of, or interests in, of any constituent business entity are not to be exchanged or converted solely for, or into, cash, propertyproperty or interests, rights, securities or securities obligations of or interests in, the Surviving Business Entity, then the cash, propertyproperty or interests, rights, securities or securities obligations of any general or interests inlimited partnership, any corporation, trust, limited liability company company, unincorporated business or other business entity (other than the Surviving Business Entity) which the holders of such interests, securities or rights are to receive in exchange for, or upon conversion of their interests, securities or rights, and (B) in the case of equity interests represented by certificates, upon the surrender of such certificates, which cash, property or interests, rights, securities or interests obligations of the Surviving Business Entity or any general or limited partnership, corporation, trust, limited liability company, unincorporated business or other entity (other than the Surviving Business Entity), or evidences thereof, are to receive, if anybe delivered;
(v1) in the case of a merger or consolidation, a statement of any changes in the constituent documents or the adoption of new constituent documents (the certificate of formation or limited liability company agreement, articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership partnership, certificate of formation or limited liability company agreement or other similar charter or governing document) of the Surviving Business Entity to be effected by such merger or consolidation, or (2) in the case of a conversion, a statement identifying the organizational documents of the converted entity;
(vi) . the effective time of the merger or consolidationconversion, which may be the date of the filing of the certificate of merger or consolidation conversion (and, with respect to a conversion, the filing of the certificate of incorporation or formation), as applicable, pursuant to Section 10.4 Section 14.4 or a later date specified in or determinable in accordance with the Merger Agreement (provided, that if the effective time of the merger or consolidation conversion is to be later than the date of the filing of the such certificate of merger or consolidationconversion (and, with respect to a conversion, the filing of the certificate of incorporation or formation), as applicable, the effective time shall be fixed no later than at a date or time certain and stated in the time certificate of merger or conversion (and, with respect to a conversion, the filing of the certificate of merger incorporation or consolidation or the time stated thereinformation), as applicable); and
(vii) . such other provisions with respect to the proposed merger merger, consolidation or consolidation conversion that the Manager General Partner determines to be necessary or appropriate.
(b) If the Manager shall determine to consent to the conversion, the Manager may approve and adopt a Plan of Conversion containing such terms and conditions that the Manager determines to be necessary or appropriate.
(c) The Members hereby acknowledge and agree that they shall have no right or opportunity to approve a merger, consolidation, conversion, sale of substantially all assets or other significant transaction involving the Company authorized and approved by the Manager, unless required by applicable laws or regulations.
Appears in 1 contract
Samples: Agreement of Limited Partnership (Antero Midstream GP LP)
