Procedure for Merger, Consolidation or Conversion. (a) Merger, consolidation or conversion of the Company pursuant to this Article XIV requires the prior consent of the Managing Member; provided, however, that, to the fullest extent permitted by law, the Managing Member shall have no duty or obligation to consent to 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 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, any other agreement contemplated hereby or under the Securities Act or any other law, rule or regulation or at equity, and the Managing Member in determining whether to consent to any merger, consolidation or conversion of the Company shall be permitted to do so in its sole and absolute discretion.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Kimbell Royalty Partners, LP), Recapitalization Agreement (Kimbell Royalty Partners, LP)
Procedure for Merger, Consolidation or Conversion. (a) Merger, consolidation or conversion of the Company pursuant to this Article XIV requires the prior consent of the Managing MemberGeneral Partner; provided, however, that, to the fullest extent permitted by law, the Managing Member General Partner shall have no duty or obligation to consent to 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 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, any other agreement contemplated hereby or under the Securities Delaware Act or any other law, rule or regulation or at equity, and the Managing Member General Partner in determining whether to consent to any merger, consolidation or conversion of the Company shall be permitted to do so in its sole and absolute discretion.
Appears in 2 contracts
Samples: Agreement (Hess Midstream LP), Transaction Agreement (Hess Midstream Partners LP)
Procedure for Merger, Consolidation or Conversion. (a) Merger, consolidation or conversion of the Company pursuant to this Article XIV requires the prior consent of the Managing Member; provided, however, that, to the fullest extent permitted by law, the Managing Member shall have no duty or obligation to consent to 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 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, any other agreement contemplated hereby or under the Securities Act or any other law, rule or regulation or at equity, and the Managing Member in determining whether to consent to any merger, consolidation or conversion of the Company shall be permitted to do so in its sole and absolute discretion.. 50
Appears in 1 contract
Samples: Limited Liability Company Agreement (Kimbell Royalty Partners, LP)
Procedure for Merger, Consolidation or Conversion. (a) Merger, consolidation or conversion of the Company pursuant to this Article Article XIV requires the prior consent of the Managing Member; provided, however, that, to the fullest extent permitted by law, the Managing Member shall have no duty or obligation to consent to 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 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, any other agreement contemplated hereby or under the Securities Act or any other law, rule or regulation or at equity, and the Managing Member in determining whether to consent to any merger, consolidation or conversion of the Company shall be permitted to do so in its sole and absolute discretion.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Kimbell Royalty Partners, LP)