Procedure for Merger or Consolidation. Merger or consolidation of the Partnership pursuant to this Article XIV requires the prior approval of the General Partner. If the General Partner shall determine, in the exercise of its discretion, to consent to the merger or consolidation, the General Partner shall approve the Merger Agreement, which shall set forth: (a) the names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate; (b) 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”); (c) the terms and conditions of the proposed merger or consolidation; (d) the manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or general or limited partner interests, rights, securities or obligations of the Surviving Business Entity; and (i) if any general or limited partner interests, securities or 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 obligations of the Surviving Business Entity, the cash, property or general or limited partner interests, rights, securities or obligations of any limited partnership, corporation, trust or other 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 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 or other entity (other than the Surviving Business Entity), or evidences thereof, are to be delivered; (e) a statement of any changes in the constituent documents or the adoption of new constituent documents (the 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; (f) the effective time of the merger, which may be the date of the filing of the certificate of merger pursuant to 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 is to be later than the date of the filing of the certificate of merger, the effective time shall be fixed no later than the time of the filing of the certificate of merger and stated therein); and (g) such other provisions with respect to the proposed merger or consolidation as are deemed necessary or appropriate by the General Partner.
Appears in 32 contracts
Samples: Agreement of Limited Partnership (EnLink Midstream, LLC), Agreement of Limited Partnership (Martin Midstream Partners L.P.), Limited Partnership Agreement (EnLink Midstream, LLC)
Procedure for Merger or Consolidation. Merger or consolidation of the Partnership pursuant to this Article XIV requires the prior approval of the General Partner. If the General Partner shall determine, in the exercise of its discretion, to consent to the merger or consolidation, the General Partner shall approve the Merger Agreement, which shall set forth:
(a) the The names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(b) the 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”");
(c) the The terms and conditions of the proposed merger or consolidation;
(d) the The manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or general or limited partner interests, rights, securities or obligations of the Surviving Business Entity; and (i) if any general or limited partner interests, securities or 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 obligations of the Surviving Business Entity, the cash, property or general or limited partner interests, rights, securities or obligations of any limited partnership, corporation, trust or other 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 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 or other entity (other than the Surviving Business Entity), or evidences thereof, are to be delivered;
(e) a A statement of any changes in the constituent documents or the adoption of new constituent documents (the 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;
(f) the The effective time of the merger, which may be the date of the filing of the certificate of merger pursuant to 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 is to be later than the date of the filing of the certificate of merger, the effective time shall be fixed no later than the time of the filing of the certificate of merger and stated therein); and
(g) such Such other provisions with respect to the proposed merger or consolidation as are deemed necessary or appropriate by the General Partner.
Appears in 17 contracts
Samples: Limited Partnership Agreement (Plains All American Pipeline Lp), Agreement of Limited Partnership (Plains All American Pipeline Lp), Agreement of Limited Partnership (Williams Energy Partners L P)
Procedure for Merger or Consolidation. Merger or consolidation of the Partnership pursuant to this Article XIV requires the prior approval of the General Partner. If the General Partner shall determine, in the exercise of its discretion, to consent to the merger or consolidation, the General Partner shall approve the Merger Agreement, which shall set forth:
(a) the The names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(b) the 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”);
(c) the The terms and conditions of the proposed merger or consolidation;
(d) the The manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or general or limited partner interests, rights, securities or obligations of the Surviving Business Entity; and (i) if any general or limited partner interests, securities or 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 obligations of the Surviving Business Entity, the cash, property or general or limited partner interests, rights, securities or obligations of any limited partnership, corporation, trust or other 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 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 or other entity (other than the Surviving Business Entity), or evidences thereof, are to be delivered;
(e) a A statement of any changes in the constituent documents or the adoption of new constituent documents (the 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;
(f) the The effective time of the merger, which may be the date of the filing of the certificate of merger pursuant to 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 is to be later than the date of the filing of the certificate of merger, the effective time shall be fixed no later than the time of the filing of the certificate of merger and stated therein); and
(g) such Such other provisions with respect to the proposed merger or consolidation as are deemed necessary or appropriate by the General Partner.
Appears in 11 contracts
Samples: Agreement of Limited Partnership (NuStar Energy L.P.), Limited Partnership Agreement (NuStar Energy L.P.), Merger Agreement (NuStar Energy L.P.)
Procedure for Merger or Consolidation. Merger or consolidation of the Partnership pursuant to this Article XIV requires the prior approval of the General Partner. If the General Partner shall determine, in the exercise of its discretion, to consent to the merger or consolidation, the General Partner shall approve the Merger Agreement, which shall set forth:
(a) the names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(b) 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”");
(c) the terms and conditions of the proposed merger or consolidation;
(d) the manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or general or limited partner interests, rights, securities or obligations of the Surviving Business Entity; and (i) if any general or limited partner interests, securities or 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 obligations of the Surviving Business Entity, the cash, property or general or limited partner interests, rights, securities or obligations of any limited partnership, corporation, trust or other entity (other than the Surviving Business Entity) which that 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 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 or other entity (other than the Surviving Business Entity), or evidences thereof, are to be delivered;
(e) a statement of any changes in the constituent documents or the adoption of new constituent documents (the 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;
(f) the effective time of the merger, which may be the date of the filing of the certificate of merger pursuant to 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 is to be later than the date of the filing of the certificate of merger, the effective time shall be fixed no later than the time of the filing of the certificate of merger and stated therein); and
(g) such other provisions with respect to the proposed merger or consolidation as are deemed necessary or appropriate by the General Partner.
Appears in 11 contracts
Samples: Limited Partnership Agreement (Crosstex Energy Lp), Limited Partnership Agreement (Crosstex Energy Lp), Limited Partnership Agreement (Crosstex Energy Lp)
Procedure for Merger or Consolidation. Merger or consolidation of the Partnership pursuant to this Article XIV requires the prior approval 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 or consolidation of the 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 or consolidation, shall not be required to act in good faith or pursuant to any other standard imposed by this Agreement, any Group Member Agreement, any other agreement contemplated hereby or under the Delaware Act or any other law, rule or regulation or at equity. If the General Partner shall determine, in the exercise of its discretion, determine to consent to the merger or consolidation, the General Partner shall approve the Merger Agreement, which shall set forth:
(a) the names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(b) 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”);
(c) the terms and conditions of the proposed merger or consolidation;
(d) the manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or general or limited partner interests, rights, securities or obligations of the Surviving Business Entity; and (i) if any general or limited partner interests, securities or 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 obligations of the Surviving Business Entity, the cash, property or general or limited partner interests, rights, securities or obligations of any general or limited partnership, corporation, trust trust, limited liability company, unincorporated business or other 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 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 trust, limited liability company, unincorporated business or other entity (other than the Surviving Business Entity), or evidences thereof, are to be delivered;
(e) a statement of any changes in the constituent documents or the adoption of new constituent documents (the 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;
(f) the effective time of the merger, which may be the date of the filing of the certificate of merger pursuant to 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 is to be later than the date of the filing of the such certificate of merger, 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 and stated therein); and
(g) such other provisions with respect to the proposed merger or consolidation as are deemed that the General Partner determines to be necessary or appropriate by the General Partnerappropriate.
Appears in 10 contracts
Samples: Agreement of Limited Partnership (Williams Partners L.P.), Limited Partnership Agreement (Williams Partners L.P.), Limited Partnership Agreement (Williams Partners L.P.)
Procedure for Merger or Consolidation. Merger The merger or consolidation of the Partnership Company pursuant to this Article XIV 12 requires the prior approval of a majority the General PartnerBoard of Directors and compliance with Section 12.03. If the General Partner shall determine, in the exercise of its discretion, to consent to the merger or consolidationUpon such approval, the General Partner shall approve the Merger Agreement, which Agreement shall set forth:
(a) the The names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(b) the 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”);
(c) the The terms and conditions of the proposed merger or consolidation;
(d) the The manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or general or limited partner partnership or limited liability company interests, rights, securities or obligations of the Surviving Business Entity; and (i) if any general or limited partner partnership or limited liability company interests, rights, securities or rights obligations of any constituent business entity are not to be exchanged or converted solely for, or into, cash, property or general or limited partner partnership or limited liability company interests, rights, securities or obligations of the Surviving Business Entity, the cash, property or general or limited partner partnership or limited liability company interests, rights, securities or obligations of any general or limited partnership, limited liability company, corporation, trust or other entity (other than the Surviving Business Entity) which the holders of such general or limited partner interests, rights, securities or rights obligations of the constituent business entity are to receive in exchange for, or upon conversion of of, their general or limited partner interests, rights, securities or rights, obligations and (ii) in the case of securities represented by certificates, upon the surrender of such certificates, which cash, property or general or limited partner 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;
(e) a A statement of any changes in the constituent documents or the adoption of new constituent documents (the 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;
(f) the The effective time of the mergermerger or consolidation, which may be the date of the filing of the certificate of merger pursuant to Section 14.4 12.04 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 certificate of mergermerger or consolidation, the effective time shall be fixed no later than the time of the filing of the certificate of merger or consolidation and stated therein); and
(g) such Such other provisions with respect to the proposed merger or consolidation as are deemed necessary or appropriate by the General PartnerBoard of Directors.
Appears in 9 contracts
Samples: Limited Liability Company Agreement (Enterprise Products Partners L P), Limited Liability Company Agreement (Enterprise Products Partners L P), Merger Agreement (Enterprise GP Holdings L.P.)
Procedure for Merger or Consolidation. Merger or consolidation of the Partnership pursuant to this Article XIV requires the prior approval 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 or consolidation 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 or consolidation, shall not be required to act in good faith or pursuant to any other standard imposed by this Agreement, any Group Member Agreement, any other agreement contemplated hereby or under the Xxxxxxxx Islands Act or any other law, rule or regulation or at equity. If the General Partner shall determine, in the exercise of its discretion, determine to consent to the merger or consolidation, the General Partner shall approve the Merger Agreement, which shall set forth:
(a) the names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(b) 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”);
(c) the terms and conditions of the proposed merger or consolidation;
(d) the manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or general or limited partner interests, rights, securities or obligations of the Surviving Business Entity; and (i) if any general or limited partner interests, securities or 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 obligations of the Surviving Business Entity, the cash, property or general or limited partner interests, rights, securities or obligations of any general or limited partnership, corporation, trust trust, limited liability company, unincorporated business or other entity Person (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 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 trust, limited liability company, unincorporated business or other entity Person (other than the Surviving Business Entity), or evidences thereof, are to be delivered;
(e) a statement of any changes in the constituent documents or the adoption of new constituent documents (the 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;
(f) the effective time of the merger, which may be the date of the filing of the certificate of merger pursuant to 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 is to be later than the date of the filing of the such certificate of merger, 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 and stated therein); and
(g) such other provisions with respect to the proposed merger or consolidation as are deemed that the General Partner determines to be necessary or appropriate by the General Partnerappropriate.
Appears in 9 contracts
Samples: Limited Partnership Agreement, Agreement of Limited Partnership (Teekay Offshore Partners L.P.), Limited Partnership Agreement (Teekay Offshore Partners L.P.)
Procedure for Merger or Consolidation. Merger or consolidation of the Partnership pursuant to this Article XIV requires the prior approval of the General Partner. If the General Partner shall determine, in the exercise of its discretion, to consent to the merger or consolidation, the General Partner shall approve the Merger Agreement, which shall set forth:
(a) the names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(b) 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”");
(c) the terms and conditions of the proposed merger or consolidation;
(d) the manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or general or limited partner interests, rights, securities or obligations of the Surviving Business Entity; and (i) if any general or limited partner interests, securities or 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 obligations of the Surviving Business Entity, the cash, property or general or limited partner interests, rights, securities or obligations of any limited partnership, corporation, trust or other 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 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 or other entity (other than the Surviving Business Entity), or evidences thereof, are to be delivered;
(e) a statement of any changes in the constituent documents or the adoption of new constituent documents (the 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;
(f) the effective time of the merger, which may be the date of the filing of the certificate of merger pursuant to 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 is to be later than the date of the filing of the certificate of merger, the effective time shall be fixed no later than the time of the filing of the certificate of merger and stated therein); and
(g) such other provisions with respect to the proposed merger or consolidation as are deemed necessary or appropriate by the General Partner.
Appears in 9 contracts
Samples: Limited Partnership Agreement (Crosstex Energy Lp), Limited Partnership Agreement (Pacific Energy Partners Lp), Senior Subordinated Series B Unit Purchase Agreement (Crosstex Energy Lp)
Procedure for Merger or Consolidation. (a) Merger or consolidation of the Partnership pursuant to this Article XIV requires the prior approval consent of the General Partner. , provided, however, that, to the fullest extent permitted by law, the General Partner, in declining to consent to a merger or consolidation, may act in its sole discretion.
(b) If the General Partner shall determine, in the exercise of its discretion, determine to consent to the merger or consolidation, the General Partner shall approve the Merger Agreement, which shall set forth:
(ai) the names name and jurisdictions jurisdiction of formation or organization of each of the business entities proposing to merge or consolidate;
(bii) 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”);
(ciii) the terms and conditions of the proposed merger or consolidation;
(div) the manner and basis of exchanging or converting the equity securities interests of each constituent business entity for, or into, cash, property or general or limited partner interests, rights, securities or obligations of the Surviving Business Entity; and (iA) if any general or limited partner interests, securities or 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 obligations of the Surviving Business Entity, then the cash, property or general or limited partner interests, rights, securities or obligations of any general or limited partnership, corporation, trust trust, limited liability company, unincorporated business or other 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 (iiB) in the case of securities equity interests 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 trust, limited liability company, unincorporated business or other entity (other than the Surviving Business Entity), or evidences thereof, are to be delivered;
(ev) a statement of any changes in the constituent documents or the adoption of new constituent documents (the 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;
(fvi) the effective time of the merger, which may be the date of the filing of the certificate of merger pursuant to 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 is to be later than the date of the filing of the such certificate of merger, 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 and stated thereinmerger); and
(gvii) such other provisions with respect to the proposed merger or consolidation as are deemed that the General Partner determines to be necessary or appropriate by the General Partnerappropriate.
Appears in 9 contracts
Samples: Limited Partnership Agreement (Oasis Midstream Partners LP), Contribution and Simplification Agreement (Oasis Midstream Partners LP), Contribution and Simplification Agreement (Oasis Petroleum Inc.)
Procedure for Merger or Consolidation. Merger or consolidation of the Partnership pursuant to this Article XIV requires the prior approval of the Managing General Partner. If the Managing General Partner shall determine, in the exercise of its discretion, to consent to the merger or consolidation, the Managing General Partner shall approve the Merger Agreement, which shall set forth:
(a) the The names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(b) the 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”);
(c) the The terms and conditions of the proposed merger or consolidation;
(d) the The manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or general or limited partner interests, rights, securities or obligations of the Surviving Business Entity; and (i) if any general or limited partner interests, securities or 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 obligations of the Surviving Business Entity, the cash, property or general or limited partner interests, rights, securities or obligations of any limited partnership, corporation, trust or other 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 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 or other entity (other than the Surviving Business Entity), or evidences thereof, are to be delivered;
(e) a A statement of any changes in the constituent documents or the adoption of new constituent documents (the 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;
(f) the The effective time of the merger, which may be the date of the filing of the certificate of merger pursuant to 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 is to be later than the date of the filing of the certificate of merger, the effective time shall be fixed no later than the time of the filing of the certificate of merger and stated therein); and
(g) such Such other provisions with respect to the proposed merger or consolidation as are deemed necessary or appropriate by the Managing General Partner.
Appears in 8 contracts
Samples: Limited Partnership Agreement, Limited Partnership Agreement (Crestwood Equity Partners LP), Limited Partnership Agreement (Inergy L P)
Procedure for Merger or Consolidation. Merger or consolidation of the Partnership pursuant to this Article XIV requires the approval of the Board of Directors and the prior approval consent of the General Partner. If ; provided, however, that, to the fullest extent permitted by law, neither the Board of Directors nor the General Partner shall determinehave a duty or obligation to consent to any merger or consolidation 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 or consolidation, shall not be required to act in good faith or pursuant to any other standard imposed by this Agreement, any Group Member Agreement, any other agreement contemplated hereby or under the exercise Xxxxxxxx Islands Act or any other law, rule or regulation or at equity. If the Board of its discretion, Directors and the General Partner shall determine to consent to the merger or consolidation, the Board of Directors and the General Partner shall approve the Merger Agreement, which shall set forth:
(a) the names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(b) 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”);
(c) the terms and conditions of the proposed merger or consolidation;
(d) the manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or general or limited partner interests, rights, securities or obligations of the Surviving Business Entity; and (i) if any general or limited partner interests, securities or 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 obligations of the Surviving Business Entity, the cash, property or general or limited partner interests, rights, securities or obligations of any general or limited partnership, corporation, trust trust, limited liability company, unincorporated business or other entity Person (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 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 trust, limited liability company, unincorporated business or other entity Person (other than the Surviving Business Entity), or evidences thereof, are to be delivered;
(e) a statement of any changes in the constituent documents or the adoption of new constituent documents (the 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;
(f) the effective time of the merger, which may be the date of the filing of the certificate of merger pursuant to 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 is to be later than the date of the filing of the such certificate of merger, 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 and stated therein); and
(g) such other provisions with respect to the proposed merger or consolidation as are deemed that the Board of Directors and the General Partner determine to be necessary or appropriate by the General Partnerappropriate.
Appears in 8 contracts
Samples: Limited Partnership Agreement (Navios Maritime Containers L.P.), Limited Partnership Agreement (Navios Maritime Containers Inc.), Limited Partnership Agreement (Navios Maritime Partners L.P.)
Procedure for Merger or Consolidation. Merger or consolidation of the Partnership Company pursuant to this Article XIV XV requires the prior approval of the General PartnerManaging Member. If the General Partner Managing Member shall determine, in the exercise of its discretion, to consent to the merger or consolidation, the General Partner Managing Member shall approve the Merger Agreement, which shall set forth:
(a) the The names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(b) the 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”");
(c) the The terms and conditions of the proposed merger or consolidation;
(d) the The manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or general or limited partner interests, rights, securities or obligations of the Surviving Business Entity; and (i) if any general or limited partner interests, securities or 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 obligations of the Surviving Business Entity, the cash, property or general or limited partner interests, rights, securities or obligations of any limited partnership, corporation, trust or other 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 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 or other entity (other than the Surviving Business Entity), or evidences thereof, are to be delivered;
(e) a A statement of any changes in the constituent documents or the adoption of new constituent documents (the 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;
(f) the The effective time of the merger, which may be the date of the filing of the certificate of merger pursuant to Section 14.4 15.4 or a later date specified in or determinable in accordance with the Merger Agreement (provided, that if the effective time of the merger is to be later than the date of the filing of the certificate of merger, the effective time shall be fixed no later than the time of the filing of the certificate of merger and stated therein); and
(g) such Such other provisions with respect to the proposed merger or consolidation as are deemed necessary or appropriate by the General PartnerManaging Member.
Appears in 7 contracts
Samples: Limited Liability Company Agreement (Pacific Energy Partners Lp), Limited Liability Company Agreement (Pacific Energy Partners Lp), Limited Liability Company Agreement (Penn Virginia Resource Partners L P)
Procedure for Merger or Consolidation. (a) Merger or consolidation of the Partnership pursuant to this Article XIV requires the prior approval 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 or consolidation of the Partnership and may decline to do so free of any fiduciary duty or obligation whatsoever to the Partnership or any Partner and, in declining to consent to a merger or consolidation, shall not be required to act in good faith or pursuant to any other standard imposed by this Agreement, any Group Member Agreement, any other agreement contemplated hereby or under the Delaware Act or any other law, rule or regulation or at equity.
(b) If the General Partner shall determine, in the exercise of its discretion, determine to consent to the merger or consolidation, the General Partner shall approve the Merger Agreement, which shall set forth:
(ai) the names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(bii) 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”);
(ciii) the terms and conditions of the proposed merger or consolidation;
(div) the manner and basis of exchanging or converting the equity securities interests of each constituent business entity for, or into, cash, property or general or limited partner interests, rights, securities or obligations of the Surviving Business Entity; and (i) if any general or limited partner interests, securities or 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 obligations of the Surviving Business Entity, the cash, property or general or limited partner interests, rights, securities or obligations of any limited partnership, corporation, trust or other 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 securities equity interests 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 or other entity (other than the Surviving Business Entity), or evidences thereof, are to be delivered;
(ev) a statement of any changes in the constituent documents or the adoption of new constituent documents (the 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;
(fvi) the effective time of the merger, which may be the date of the filing of the certificate of merger pursuant to 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 is to be later than the date of the filing of the certificate of merger, the effective time shall be fixed no later than the time of the filing of the certificate of merger and stated therein); and
(gvii) such other provisions with respect to the proposed merger or consolidation as are deemed that the General Partner determines to be necessary or appropriate by the General Partnerappropriate.
Appears in 7 contracts
Samples: Limited Partnership Agreement (CVR Partners, Lp), Limited Partnership Agreement (CVR Refining, LP), Limited Partnership Agreement (CVR Energy Inc)
Procedure for Merger or Consolidation. Merger or consolidation of the Partnership pursuant to this Article XIV requires the prior approval 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 or consolidation 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 or consolidation, shall not be required to act in good faith or pursuant to any other standard imposed by this Agreement, any Group Member Agreement, any other agreement contemplated hereby or under the Xxxxxxxx Islands Act or any other law, rule or regulation or at equity. If the General Partner shall determine, in the exercise of its discretion, determine to consent to the merger or consolidation, the General Partner shall approve the Merger Agreement, which shall set forth:
(a) the names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(b) 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”);
(c) the terms and conditions of the proposed merger or consolidation;
(d) the manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or general or limited partner interests, rights, securities or obligations of the Surviving Business Entity; and (i) if any general or limited partner interests, securities or 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 obligations of the Surviving Business Entity, the cash, property or general or limited partner interests, rights, securities or obligations of any general or limited partnership, corporation, trust trust, limited liability company, unincorporated business or other 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 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 trust, limited liability company, unincorporated business or other entity (other than the Surviving Business Entity), or evidences thereof, are to be delivered;
(e) a statement of any changes in the constituent documents or the adoption of new constituent documents (the 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;
(f) the effective time of the merger, which may be the date of the filing of the certificate of merger pursuant to 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 is to be later than the date of the filing of the such certificate of merger, 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 and stated therein); and
(g) such other provisions with respect to the proposed merger or consolidation as are deemed that the General Partner determines to be necessary or appropriate by the General Partnerappropriate.
Appears in 6 contracts
Samples: Limited Partnership Agreement (Teekay LNG Partners L.P.), Agreement of Limited Partnership (Teekay LNG Partners L.P.), Limited Partnership Agreement (Teekay Corp)
Procedure for Merger or Consolidation. Merger or consolidation of the Partnership Company pursuant to this Article XIV XII requires the prior approval of the General PartnerBoard of Directors. If the General Partner Board of Directors shall determine, in the exercise of its discretion, determine to consent to the merger or consolidation, the General Partner Board of Directors shall approve the Merger Agreement, which shall set forth:
(a) the names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(b) 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”);
(c) the terms and conditions of the proposed merger or consolidation;
(d) the manner and basis of exchanging or converting the equity rights or securities of of, or interests in, each constituent business entity for, or into, cash, property or general or limited partner interestsproperty, rights, or securities of or obligations of interests in, the Surviving Business Entity; and (i) if any general rights or limited partner interestssecurities of, securities or rights of interests in, any constituent business entity are not to be exchanged or converted solely for, or into, cash, property or general or limited partner interestsproperty, rights, or securities of or obligations of interests in, the Surviving Business Entity, the cash, property or general or limited partner interestsproperty, rights, or securities of or obligations of interests in, any limited partnership, corporation, trust liability company 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 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 or other entity (other than the Surviving Business Entity), or evidences thereof, interests are to be deliveredreceive;
(e) 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;
(f) the effective time of the merger, which may be the date of the filing of the certificate of merger pursuant to Section 14.4 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 is to be later than the date of the filing of the certificate of merger, the effective time shall be fixed no later than the time of the filing of the certificate of merger and stated therein); and
(g) such other provisions with respect to the proposed merger or consolidation as are deemed that the Board of Directors determines to be necessary or appropriate by the General Partnerappropriate.
Appears in 6 contracts
Samples: Limited Liability Company Agreement (Linn Energy, LLC), Limited Liability Company Agreement (Copano Energy, L.L.C.), Limited Liability Company Agreement (Linn Energy, LLC)
Procedure for Merger or Consolidation. (a) Merger or consolidation of the Partnership pursuant to this Article XIV requires the prior approval 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 or consolidation of the Partnership and may decline to do so free of any duty (fiduciary or otherwise) or obligation whatsoever to the Partnership, any Limited Partner and, in declining to consent to a merger or consolidation, 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.
(b) If the General Partner shall determine, in the exercise of its discretion, determine to consent to the merger or consolidation, the General Partner shall approve the Merger Agreement, which shall set forth:
(ai) the names name and jurisdictions jurisdiction of formation or organization of each of the business entities proposing to merge or consolidate;
(bii) 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”);
(ciii) the terms and conditions of the proposed merger or consolidation;
(div) the manner and basis of exchanging or converting the equity securities interests of each constituent business entity for, or into, cash, property or general or limited partner interests, rights, securities or obligations of the Surviving Business Entity; and (i) if any general or limited partner interests, securities or 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 obligations of the Surviving Business Entity, then the cash, property or general or limited partner interests, rights, securities or obligations of any general or limited partnership, corporation, trust trust, limited liability company, unincorporated business or other 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 securities equity interests 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 trust, limited liability company, unincorporated business or other entity (other than the Surviving Business Entity), or evidences thereof, are to be delivered;
(ev) a statement of any changes in the constituent documents or the adoption of new constituent documents (the 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;
(fvi) the effective time of the merger, which may be the date of the filing of the certificate of merger pursuant to 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 is to be later than the date of the filing of the such certificate of merger, 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 and stated thereinmerger); and
(gvii) such other provisions with respect to the proposed merger or consolidation as are deemed that the General Partner determines to be necessary or appropriate by the General Partnerappropriate.
Appears in 5 contracts
Samples: Limited Partnership Agreement (Sanchez Midstream Partners LP), Limited Partnership Agreement (Sanchez Production Partners LP), Limited Partnership Agreement (Sanchez Production Partners LP)
Procedure for Merger or Consolidation. Merger The merger or consolidation of the Partnership Company pursuant to this Article XIV 14 requires the prior approval of a majority the General PartnerBoard of Directors and compliance with Section 14.03. If the General Partner shall determine, in the exercise of its discretion, to consent to the merger or consolidationUpon such approval, the General Partner shall approve the Merger Agreement, which Agreement shall set forth:
(a) the The names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(b) the 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”);
(c) the The terms and conditions of the proposed merger or consolidation;
(d) the The manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or general or limited partner partnership or limited liability company interests, rights, securities or obligations of the Surviving Business Entity; and (i) if any general or limited partner partnership or limited liability company interests, rights, securities or rights obligations of any constituent business entity are not to be exchanged or converted solely for, or into, cash, property or general or limited partner partnership or limited liability company interests, rights, securities or obligations of the Surviving Business Entity, the cash, property or general or limited partner partnership or limited liability company interests, rights, securities or obligations of any general or limited partnership, limited liability company, corporation, trust or other entity (other than the Surviving Business Entity) which the holders of such general or limited partner interests, rights, securities or rights obligations of the constituent business entity are to receive in exchange for, or upon conversion of of, their general or limited partner interests, rights, securities or rights, obligations and (ii) in the case of securities represented by certificates, upon the surrender of such certificates, which cash, property or general or limited partner 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;
(e) a A statement of any changes in the constituent documents or the adoption of new constituent documents (the 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;
(f) the The effective time of the mergermerger or consolidation, which may be the date of the filing of the certificate of merger pursuant to Section 14.4 14.04 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 certificate of mergermerger or consolidation, the effective time shall be fixed no later than the time of the filing of the certificate of merger or consolidation and stated therein); and
(g) such Such other provisions with respect to the proposed merger or consolidation as are deemed necessary or appropriate by the General PartnerBoard of Directors.
Appears in 5 contracts
Samples: Limited Liability Company Agreement (Duncan Energy Partners L.P.), Limited Liability Company Agreement (Duncan Energy Partners L.P.), Limited Liability Company Agreement (Duncan Energy Partners L.P.)
Procedure for Merger or Consolidation. Merger or consolidation of the Partnership pursuant to this Article XIV requires the prior approval 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 or consolidation of the Partnership and may decline to do so free of any fiduciary duty or obligation whatsoever to the Partnership, any Limited Partner or Assignee and, in declining to consent to a merger or consolidation, shall not be required to act in good faith or pursuant to any other standard imposed by this Agreement, any Group Member Agreement, any other agreement contemplated hereby or under the Delaware Act or any other law, rule or regulation or at equity. If the General Partner shall determine, in the exercise of its discretion, determine to consent to the merger or consolidation, the General Partner shall approve the Merger Agreement, which shall set forth:
(a) the names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(b) 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”);
(c) the terms and conditions of the proposed merger or consolidation;
(d) the manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or general or limited partner interests, rights, securities or obligations of the Surviving Business Entity; and (i) if any general or limited partner interests, securities or 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 obligations of the Surviving Business Entity, the cash, property or general or limited partner interests, rights, securities or obligations of any general or limited partnership, corporation, trust trust, limited liability company, unincorporated business or other 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 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 trust, limited liability company, unincorporated business or other entity (other than the Surviving Business Entity), or evidences thereof, are to be delivered;
(e) a statement of any changes in the constituent documents or the adoption of new constituent documents (the 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;
(f) the effective time of the merger, which may be the date of the filing of the certificate of merger pursuant to 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 is to be later than the date of the filing of the such certificate of merger, 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 and stated therein); and
(g) such other provisions with respect to the proposed merger or consolidation as are deemed that the General Partner determines to be necessary or appropriate by the General Partnerappropriate.
Appears in 5 contracts
Samples: Limited Partnership Agreement (Global Partners Lp), Limited Partnership Agreement (Global Partners Lp), Limited Partnership Agreement (Boardwalk Pipeline Partners, LP)
Procedure for Merger or Consolidation. Merger or consolidation of the Partnership pursuant to this Article XIV requires the prior approval of the General Partner, including Special Approval from the Conflicts Committee. If the General Partner shall determine, in the exercise of its discretion, to consent to the merger or consolidationconsolidation and if Special Approval has been obtained, the General Partner shall approve the Merger Agreement, which shall set forth:
(a) the The names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(b) the 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”);
(c) the The terms and conditions of the proposed merger or consolidation;
(d) the The manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or general or limited partner interests, rights, securities or obligations of the Surviving Business Entity; and (i) if any general or limited partner interests, securities or 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 obligations of the Surviving Business Entity, the cash, property or general or limited partner interests, rights, securities or obligations of any limited partnership, corporation, trust or other 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 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 or other entity (other than the Surviving Business Entity), or evidences thereof, are to be delivered;
(e) a A statement of any changes in the constituent documents or the adoption of new constituent documents (the 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;
(f) the The effective time of the merger, which may be the date of the filing of the certificate of merger pursuant to 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 is to be later than the date of the filing of the certificate of merger, the effective time shall be fixed no later than the time of the filing of the certificate of merger and stated therein); and
(g) such Such other provisions with respect to the proposed merger or consolidation as are deemed necessary or appropriate by the General Partner.
Appears in 4 contracts
Samples: Simplification of Capital Structure Agreement (Magellan Midstream Partners Lp), Limited Partnership Agreement (Magellan Midstream Partners Lp), Limited Partnership Agreement (Magellan Midstream Partners Lp)
Procedure for Merger or Consolidation. Merger or consolidation of the Partnership pursuant to this Article XIV requires the prior approval of the General Partner, including Special Approval from the Audit and Conflicts Committee. If the General Partner shall determine, in the exercise of its discretion, to consent to the merger or consolidation, and if Special Approval has been obtained, the General Partner shall approve the Merger Agreement, which shall set forth:
(a) the The names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(b) the 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”);
(c) the The terms and conditions of the proposed merger or consolidation;
(d) the The manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or general or limited partner interests, rights, securities or obligations of the Surviving Business Entity; and (i) if any general or limited partner interests, securities or 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 obligations of the Surviving Business Entity, the cash, property or general or limited partner interests, rights, securities or obligations of any limited partnership, corporation, trust or other 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 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 or other entity (other than the Surviving Business Entity), or evidences thereof, are to be delivered;
(e) a A statement of any changes in the constituent documents or the adoption of new constituent documents (the 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;
(f) the The effective time of the merger, which may be the date of the filing of the certificate of merger pursuant to 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 is to be later than the date of the filing of the certificate of merger, the effective time shall be fixed no later than the time of the filing of the certificate of merger and stated therein); and
(g) such Such other provisions with respect to the proposed merger or consolidation as are deemed necessary or appropriate by the General Partner.
Appears in 4 contracts
Samples: Limited Partnership Agreement (Enterprise Products Partners L P), Merger Agreement (Enterprise GP Holdings L.P.), Limited Partnership Agreement (Enterprise Products Partners L P)
Procedure for Merger or Consolidation. Merger or consolidation of the Partnership pursuant to this Article XIV XVI requires the prior approval of the General Partner. If the General Partner shall determine, in the exercise of its sole discretion, to consent to the merger or consolidation, the General Partner shall approve the Merger Agreement, which shall set forth:
(a) the names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(b) the name and jurisdiction jurisdictions of formation or organization of the business entity that is to survive the proposed merger or consolidation (hereafter designated as the “Surviving Business Entity”);
(c) the terms and conditions of the proposed merger or consolidation;
(d) the manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or general or limited partner partnership interests, rights, securities or obligations of the Surviving Business Entity; Entity and (i) if any general or limited partner partnership interests, securities or rights of any constituent business entity are not to be exchanged or converted solely for, or into, cash, property or general or limited partner partnership interests, rights, securities or obligations of the Surviving Business Entity, the cash, property or general or limited partner partnership interests, rights, securities or obligations of any limited partnership, corporation, trust or other entity (other than the Surviving Business Entity) which the holders of such general or limited partner interests, securities or rights partnership interest 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 securities represented by certificates, upon the surrender of such certificates, which cash, property or general or limited partner partnership interests, rights, securities or 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 be delivered;
(e) a statement of any amendments or other changes in the constituent documents or the adoption of new constituent documents (the articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership or other similar charter or governing document), or the adoption of new constituent documents, in either case as contemplated in § 17-211(g) of the Delaware Act, of the Surviving Business Entity to be effected by such merger or consolidation;
(f) the effective time of the merger, which may be the date of the filing of the certificate of merger pursuant to Section 14.4 16.4 or a later date specified in or determinable in accordance with the Merger Agreement (Agreement; provided, that if the effective time of the merger is to be later than the date of the filing of the certificate of merger, the effective time it shall be fixed no later than the time of the filing of the certificate of merger and stated therein); and
(g) such other provisions with respect to the proposed merger or consolidation as are deemed necessary or appropriate by the General Partner.
Appears in 4 contracts
Samples: Agreement of Limited Partnership (Enbridge Energy Partners Lp), Contribution Agreement (Enbridge Energy Partners Lp), Limited Partnership Agreement (Enbridge Energy Partners Lp)
Procedure for Merger or Consolidation. Merger or consolidation of the Partnership pursuant to this Article XIV requires the prior approval consent of the General Partner; provided, however, that the General Partner shall have no duty or obligation to consent to any merger or consolidation of the Partnership and may decline to do so free of any fiduciary duty or obligation whatsoever to the Partnership, any Limited Partner or Assignee and, in declining to consent to a merger or consolidation, shall not be required to act in good faith or pursuant to any other standard imposed by this Agreement, any Group Member Agreement, any other agreement contemplated hereby or under the Delaware Act or any other law, rule or regulation. If the General Partner shall determine, in the exercise of its discretion, determine to consent to the merger or consolidation, the General Partner shall approve the Merger Agreement, which shall set forth:
(a) the names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(b) 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”);
(c) the terms and conditions of the proposed merger or consolidation;
(d) the manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or general or limited partner interests, rights, securities or obligations of the Surviving Business Entity; and (i) if any general or limited partner interests, securities or 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 obligations of the Surviving Business Entity, the cash, property or general or limited partner interests, rights, securities or obligations of any limited partnership, corporation, trust or other 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 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 or other entity (other than the Surviving Business Entity), or evidences thereof, are to be delivered;
(e) a statement of any changes in the constituent documents or the adoption of new constituent documents (the 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;
(f) the effective time of the merger, which may be the date of the filing of the certificate of merger pursuant to 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 is to be later than the date of the filing of the certificate of merger, the effective time shall be fixed no later than the time of the filing of the certificate of merger and stated therein); and
(g) such other provisions with respect to the proposed merger or consolidation as are deemed that the General Partner determines to be necessary or appropriate by the General Partnerappropriate.
Appears in 4 contracts
Samples: Limited Partnership Agreement (Energy Transfer Operating, L.P.), Limited Partnership Agreement (Energy Transfer Partners, L.P.), Limited Partnership Agreement (Stonemor Partners Lp)
Procedure for Merger or Consolidation. (a) Merger or consolidation of the Partnership pursuant to this Article XIV requires the prior approval 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 or consolidation of the 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 or consolidation, 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.
(b) If the General Partner shall determine, in the exercise of its discretion, determine to consent to the merger or consolidation, the General Partner shall approve the Merger Agreement, which shall set forth:
(ai) the names name and jurisdictions jurisdiction of formation or organization of each of the business entities proposing to merge or consolidate;
(bii) 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”);
(ciii) the terms and conditions of the proposed merger or consolidation;
(div) the manner and basis of exchanging or converting the equity securities interests of each constituent business entity for, or into, cash, property or general or limited partner interests, rights, securities or obligations of the Surviving Business Entity; and (i) if any general or limited partner interests, securities or 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 obligations of the Surviving Business Entity, then the cash, property or general or limited partner interests, rights, securities or obligations of any general or limited partnership, corporation, trust trust, limited liability company, unincorporated business or other 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 securities equity interests 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 trust, limited liability company, unincorporated business or other entity (other than the Surviving Business Entity), or evidences thereof, are to be delivered;
(ev) a statement of any changes in the constituent documents or the adoption of new constituent documents (the 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;
(fvi) the effective time of the merger, which may be the date of the filing of the certificate of merger pursuant to 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 is to be later than the date of the filing of the such certificate of merger, 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 and stated thereinmerger); and
(gvii) such other provisions with respect to the proposed merger or consolidation as are deemed that the General Partner determines to be necessary or appropriate by the General Partnerappropriate.
Appears in 4 contracts
Samples: Limited Partnership Agreement (CrossAmerica Partners LP), Limited Partnership Agreement (New Source Energy Partners L.P.), Limited Partnership Agreement (New Source Energy Partners L.P.)
Procedure for Merger or Consolidation. Merger or consolidation of the Partnership Company pursuant to this Article XIV XVI requires the prior approval of the General PartnerBoard of Directors. If the General Partner Board of Directors shall determine, in the exercise of its sole discretion, to consent to the merger or consolidation, the General Partner Board of Directors shall approve the Merger Agreement, which shall set forth:
(a) the The names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(b) the The name and jurisdiction jurisdictions of formation or organization of the business entity that is to survive the proposed merger or consolidation (the “Surviving Business Entity”"SURVIVING BUSINESS ENTITY");
(c) the The terms and conditions of the proposed merger or consolidation;
(d) the The manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or general or limited partner partnership interests, rights, securities or obligations of the Surviving Business Entity; and (i) if any general or limited partner partnership interests, securities or rights of any constituent business entity are not to be exchanged or converted solely for, or into, into cash, property or general or limited partner interests, rights, securities or obligations of the Surviving Business Entity, the cash, property or general or limited partner partnership interests, rights, securities or obligations of any limited partnership, limited liability company, corporation, trust or other entity (other than the Surviving Business Entity) which the holders of such general or limited partner interests, securities or rights partnership interest are to receive in exchange for, or upon conversion of of, their general or limited partner 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 partnership 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;
(e) a A statement of any changes in the constituent documents or the adoption of new constituent documents (the 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;
(f) the The effective time of the merger, which may be the date of the filing of the certificate of merger pursuant to Section 14.4 16.4 or a later date specified in or determinable in accordance with the Merger Agreement (provided, that if the effective time of the merger is to be later than the date of the filing of the certificate of merger, the effective time shall be fixed no later than the time of the filing of the certificate of merger and stated therein); and
(g) such Such other provisions with respect to the proposed merger or consolidation as are deemed necessary or appropriate by the General PartnerBoard of Directors.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (Eott Energy Finance Corp), Limited Liability Company Agreement (Eott Energy LLC), Limited Liability Company Agreement (Eott Energy LLC)
Procedure for Merger or Consolidation. Merger or consolidation of the Partnership pursuant to this Article XIV requires the prior approval 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 or consolidation of the 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 or consolidation, 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 Agreement, any Group Member Agreement, any other agreement contemplated hereby or under the Delaware Act or any other law, rule or regulation or at equity. If the General Partner shall determine, in the exercise of its discretion, determine to consent to the merger or consolidation, the General Partner shall approve the Merger Agreement, which shall set forth:
(a) the names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(b) 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”);
(c) the terms and conditions of the proposed merger or consolidation;
(d) the manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or general or limited partner interests, rights, securities or obligations of the Surviving Business Entity; and (i) if any general or limited partner interests, securities or 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 obligations of the Surviving Business Entity, the cash, property or general or limited partner interests, rights, securities or obligations of any general or limited partnership, corporation, trust trust, limited liability company, unincorporated business or other 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, 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 trust, limited liability company, unincorporated business or other entity (other than the Surviving Business Entity), or evidences thereof, are to be delivered;
(e) a statement of any changes in the constituent documents or the adoption of new constituent documents (the 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;
(f) the effective time of the merger, which may be the date of the filing of the certificate of merger pursuant to 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 is to be later than the date of the filing of the such certificate of merger, 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 and stated therein); and
(g) such other provisions with respect to the proposed merger or consolidation as are deemed that the General Partner determines to be necessary or appropriate by the General Partnerappropriate.
Appears in 3 contracts
Samples: Limited Partnership Agreement (Legacy Reserves Lp), Agreement of Limited Partnership (Legacy Reserves Lp), Agreement of Limited Partnership (Legacy Reserves Lp)
Procedure for Merger or Consolidation. Merger The merger or consolidation of the Partnership Company pursuant to this Article XIV 9 requires the prior approval of the General Partnera Majority Vote and compliance with Section 9.3. If the General Partner shall determine, in the exercise of its discretion, to consent to the merger or consolidationUpon such approval, the General Partner shall approve the Merger Agreement, which Agreement shall set forth:
(a) the The names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(b) the 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”);
(c) the The terms and conditions of the proposed merger or consolidation;
(d) the The manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or general or limited partner partnership or limited liability company interests, rights, securities or obligations of the Surviving Business Entity; and (i) if any general or limited partner partnership or limited liability company interests, rights, securities or rights obligations of any constituent business entity are not to be exchanged or converted solely for, or into, cash, property or general or limited partner partnership or limited liability company interests, rights, securities or obligations of the Surviving Business Entity, the cash, property or general or limited partner partnership or limited liability company interests, rights, securities or obligations of any general or limited partnership, limited liability company, corporation, trust or other entity (other than the Surviving Business Entity) which the holders of such general or limited partner interests, rights, securities or rights obligations of the constituent business entity are to receive in exchange for, or upon conversion of of, their general or limited partner interests, rights, securities or rights, obligations and (ii) in the case of securities represented by certificates, upon the surrender of such certificates, which cash, property or general or limited partner 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;
(e) a A statement of any changes in the constituent documents or the adoption of new constituent documents (the 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;
(f) the The effective time of the mergermerger or consolidation, which may be the date of the filing of the certificate of merger pursuant to Section 14.4 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 mergermerger or consolidation, the effective time shall be fixed no later than the time of the filing of the certificate of merger or consolidation and stated therein); and
(g) such Such other provisions with respect to the proposed merger or consolidation as are deemed necessary or appropriate by the General PartnerBoard of Directors.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (Energy Transfer Partners, L.P.), Limited Liability Company Agreement (Energy Transfer Equity, L.P.), Limited Liability Company Agreement (Energy Transfer Partners, L.P.)
Procedure for Merger or Consolidation. Merger or consolidation of the Partnership pursuant to this Article XIV XVI requires the prior approval of the General Partner. If the General Partner shall determine, in the exercise of its sole discretion, to consent to the merger or consolidation, the General Partner shall approve the Merger Agreement, which shall set forth:
(a) the The names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(b) the The name and jurisdiction jurisdictions of formation or organization of the business entity that is to survive the proposed merger or consolidation (the “Surviving Business Entity”);
(c) the The terms and conditions of the proposed merger or consolidation;
(d) the The manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or general or limited partner interests, rights, securities or obligations of the Surviving Business Entity; and (i) if any general or limited partner interests, securities or 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 obligations of the Surviving Business Entity, the cash, property or general or limited partner interests, rights, securities or obligations of any limited partnership, corporation, trust or other 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 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 or other entity (other than the Surviving Business Entity), or evidences thereof, are to be delivered;
(e) a A statement of any changes in the constituent documents or the adoption of new constituent documents (the articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership partnership, certificate of limited liability company or other similar charter or governing document) of the Surviving Business Entity to be effected by such merger or consolidation;
(f) the The effective time of the merger, which may be the date of the filing of the certificate of merger pursuant to Section 14.4 16.4 or a later date specified in or determinable in accordance with the Merger Agreement (provided, that if the effective time of the merger is to be later than the date of the filing of the certificate of merger, the effective time shall be fixed no later than the time of the filing of the certificate of merger and stated therein); and
(g) such Such other provisions with respect to the proposed merger or consolidation as are deemed necessary or appropriate by the General Partner.
Appears in 3 contracts
Samples: Limited Partnership Agreement (Star Gas Partners Lp), Limited Partnership Agreement (Star Gas Finance Co), Limited Partnership Agreement (Star Gas Partners Lp)
Procedure for Merger or Consolidation. Merger or consolidation of the Partnership Company pursuant to this Article XIV XII requires the prior approval of the General PartnerBoard of Directors. If the General Partner Board of Directors shall determine, in the exercise of its discretion, determine to consent to the merger or consolidation, the General Partner Board of Directors shall approve the Merger Agreement, which shall set forth:
(a) the names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(b) 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”");
(c) the terms and conditions of the proposed merger or consolidation;
(d) the manner and basis of exchanging or converting the equity rights or securities of of, or interests in, each constituent business entity for, or into, cash, property or general or limited partner interestsproperty, rights, or securities of or obligations of interests in, the Surviving Business Entity; and (i) if any general rights or limited partner interestssecurities of, securities or rights of interests in, any constituent business entity are not to be exchanged or converted solely for, or into, cash, property or general or limited partner interestsproperty, rights, or securities of or obligations of interests in, the Surviving Business Entity, the cash, property or general or limited partner interestsproperty, rights, or securities of or obligations of interests in, any limited partnership, corporation, trust liability company 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 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 or other entity (other than the Surviving Business Entity), or evidences thereof, interests are to be deliveredreceive;
(e) 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;
(f) the effective time of the merger, which may be the date of the filing of the certificate of merger pursuant to Section 14.4 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 is to be later than the date of the filing of the certificate of merger, the effective time shall be fixed no later than the time of the filing of the certificate of merger and stated therein); and
(g) such other provisions with respect to the proposed merger or consolidation as are deemed that the Board of Directors determines to be necessary or appropriate by the General Partnerappropriate.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (Copano Energy, L.L.C.), Limited Liability Company Agreement (Copano Energy, L.L.C.), Limited Liability Company Agreement (Copano Energy, L.L.C.)
Procedure for Merger or Consolidation. (a) Merger or consolidation of the Partnership Company pursuant to this Article XIV requires the prior approval consent of the General Partner. Managing Member, provided, however, that, to the fullest extent permitted by law, the Managing Member, in declining to consent to a merger or consolidation, may act in its sole discretion.
(b) If the General Partner Managing Member shall determine, in the exercise of its discretion, determine to consent to the merger or consolidation, the General Partner Managing Member shall approve the Merger Agreement, which shall set forth:
(ai) the names name and jurisdictions jurisdiction of formation or organization of each of the business entities proposing to merge or consolidate;
(bii) 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”);
(ciii) the terms and conditions of the proposed merger or consolidation;
(div) the manner and basis of exchanging or converting the equity securities interests of each constituent business entity for, or into, cash, property or general or limited partner interests, rights, securities or obligations of the Surviving Business Entity; and (i) if any general or limited partner interests, securities or 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 obligations of the Surviving Business Entity, then the cash, property or general or limited partner interests, rights, securities or obligations of any general or limited partnership, corporation, trust trust, limited liability company, unincorporated business or other 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 securities equity interests 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 trust, limited liability company, unincorporated business or other entity (other than the Surviving Business Entity), or evidences thereof, are to be delivered;
(ev) a statement of any changes in the constituent documents or the adoption of new constituent documents (the articles or certificate of incorporation, articles of trust, declaration of trust, certificate or partnership agreement, certificate of formation or limited liability company agreement of limited partnership or other similar charter or governing document) of the Surviving Business Entity to be effected by such merger or consolidation;
(fvi) the effective time of the merger, which may be the date of the filing of the certificate of merger pursuant to 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 is to be later than the date of the filing of the such certificate of merger, 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 and stated thereinmerger); and
(gvii) such other provisions with respect to the proposed merger or consolidation as are deemed that the Managing Member determines to be necessary or appropriate by the General Partnerappropriate.
Appears in 3 contracts
Samples: Operating Agreement (EnLink Midstream, LLC), Operating Agreement (EnLink Midstream, LLC), Operating Agreement (New Public Rangers, L.L.C.)
Procedure for Merger or Consolidation. Merger or consolidation of the Partnership pursuant to this Article XIV XVI requires the prior approval of the General Partner. If the General Partner shall determine, in the exercise of its sole discretion, to consent to the merger or consolidation, the General Partner shall approve the Merger Agreement, which shall set forth:
(a) the The names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(b) the The name and jurisdiction jurisdictions of formation or organization of the business entity that is to survive the proposed merger or consolidation (the “"Surviving Business Entity”");
(c) the The terms and conditions of the proposed merger or consolidation;
(d) the The manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or general or limited partner partnership interests, rights, securities or obligations of the Surviving Business Entity; and (i) if any general or limited partner partnership interests, securities or rights of any constituent business entity are not to be exchanged or converted solely for, or into, cash, property or general or limited partner partnership interests, rights, securities or obligations of the Surviving Business Entity, the cash, property or general or limited partner partnership interests, rights, securities or obligations of any limited partnership, corporation, trust or other entity (other than the Surviving Business Entity) which the holders of such general or limited partner partnership interests, securities or rights are to receive in exchange for, or upon conversion of of, their general or limited partner partnership 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 partnership interests, rights, securities or 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 be delivered;
(e) a A statement of any changes in the constituent documents or the adoption of new constituent documents (the 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;
(f) the The effective time of the merger, which may be the date of the filing of the certificate of merger pursuant to Section 14.4 16.4 or a later date specified in or determinable in accordance with the Merger Agreement (provided, that if the effective time of the merger is to be later than the date of the filing of the certificate of merger, the effective time shall be fixed no later than the time of the filing of the certificate of merger and stated therein); and
(g) such Such other provisions with respect to the proposed merger or consolidation as are deemed necessary or appropriate by the General Partner.
Appears in 3 contracts
Samples: Limited Partnership Agreement (Ferrellgas Partners Finance Corp), Limited Partnership Agreement (Ferrellgas L P), Limited Partnership Agreement (Ferrellgas Partners Finance Corp)
Procedure for Merger or Consolidation. Merger or consolidation of the Partnership pursuant to this Article XIV requires the prior approval 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 or consolidation of the Partnership and may decline to do so free of any fiduciary duty or obligation whatsoever to the Partnership, any Limited Partner or Assignee and, in declining to consent to a merger or consolidation, shall not be required to act in good faith or pursuant to any other standard imposed by this Agreement, any Group Member Agreement, any other agreement contemplated hereby or under the Delaware Act or any other law, rule or regulation. If the General Partner shall determine, in the exercise of its discretion, determine to consent to the merger or consolidation, the General Partner shall approve the Merger Agreement, which shall set forth:
(a) the names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(b) 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”);
(c) the terms and conditions of the proposed merger or consolidation;
(d) the manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or general or limited partner interests, rights, securities or obligations of the Surviving Business Entity; and (i) if any general or limited partner interests, securities or 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 obligations of the Surviving Business Entity, the cash, property or general or limited partner interests, rights, securities or obligations of any limited partnership, corporation, trust or other 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 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 or other entity (other than the Surviving Business Entity), or evidences thereof, are to be delivered;
(e) a statement of any changes in the constituent documents or the adoption of new constituent documents (the 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;
(f) the effective time of the merger, which may be the date of the filing of the certificate of merger pursuant to 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 is to be later than the date of the filing of the certificate of merger, the effective time shall be fixed no later than the time of the filing of the certificate of merger and stated therein); and
(g) such other provisions with respect to the proposed merger or consolidation as are deemed that the General Partner determines to be necessary or appropriate by the General Partnerappropriate.
Appears in 3 contracts
Samples: Limited Partnership Agreement (Stonemor Partners Lp), Limited Partnership Agreement (Stonemor Partners Lp), Limited Partnership Agreement (Stonemor Partners Lp)
Procedure for Merger or Consolidation. Merger or consolidation of the Partnership pursuant to this Article XIV requires the prior approval of the General Partner. If the General Partner shall determine, in the exercise of its sole discretion, to consent to the merger or consolidation, the General Partner shall approve the Merger Agreement, which shall set forth:
(a) the The names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(b) the The name and jurisdiction jurisdictions of formation or organization of the business entity that is to survive the proposed merger or consolidation (the “"Surviving Business Entity”");
(c) the The terms and conditions of the proposed merger or consolidation;
(d) the The manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or general or limited partner partnership interests, rights, securities or obligations of the Surviving Business Entity; and (i) if any general or limited partner partnership interests, securities or rights of any constituent business entity are not to be exchanged or converted solely for, or into, cash, property or general or limited partner partnership interests, rights, securities or obligations of the Surviving Business Entity, the cash, property or general or limited partner partnership interests, rights, securities or obligations of any limited partnership, corporation, trust or other entity (other than the Surviving Business Entity) which the holders of such general or limited partner partnership interests, securities or rights are to receive in exchange for, or upon conversion of of, their general or limited partner interests, securities or rights, and (ii) in the case of securities represented by certificates, upon the surrender Surrender of such certificates, which cash, property or general or limited partner partnership interests, rights, securities or 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 be delivered;
(e) a A statement of any changes in the constituent documents or the adoption of new constituent documents (the 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;
(f) the The effective time of the merger, which may be the date of the filing of the certificate of merger pursuant to Section 14.4 15.4 or a later date specified in or determinable in accordance with the Merger Agreement (provided, that if the effective time of the merger is to be later than the date of the filing of the certificate of merger, the effective time shall be fixed no later than the time of the filing of the certificate of merger and stated therein); and
(g) such Such other provisions with respect to the proposed merger or consolidation as are deemed necessary or appropriate by the General Partner.
Appears in 3 contracts
Samples: Limited Partnership Agreement (Ferrellgas Partners L P), Limited Partnership Agreement (Ferrellgas Partners Finance Corp), Limited Partnership Agreement (Ferrellgas Finance Corp)
Procedure for Merger or Consolidation. (a) Merger or consolidation of the Partnership pursuant to this Article XIV requires the prior approval 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 or consolidation of the 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 or consolidation, 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.
(b) If the General Partner shall determine, in the exercise of its discretion, determine to consent to the merger or consolidation, the General Partner shall approve the Merger Agreement, which shall set forth:
(ai) the names name and jurisdictions jurisdiction of formation or organization of each of the business entities proposing to merge or consolidate;
(bii) 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”);
(ciii) the terms and conditions of the proposed merger or consolidation;
(div) the manner and basis of exchanging or converting the equity securities interests of each constituent business entity for, or into, cash, property or general or limited partner interests, rights, securities or obligations of the Surviving Business Entity; and (i) if any general or limited partner interests, securities or 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 obligations of the Surviving Business Entity, then the cash, property or general or limited partner interests, rights, securities or obligations of any general or limited partnership, corporation, trust trust, limited liability company, unincorporated business or other 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 securities equity interests 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 trust, limited liability company, unincorporated business or other entity (other than the Surviving Business Entity), or evidences thereof, are to be delivered;
(ev) a statement of any changes in the constituent documents or the adoption of new constituent documents (the 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;
(fvi) the effective time of the merger, which may be the date of the filing of the certificate of merger pursuant to 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 is to be later than the date of the filing of the such certificate of merger, 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 and stated thereinmerger); and
(gvii) such other provisions with respect to the proposed merger or consolidation as are deemed that the General Partner determines to be necessary or appropriate by the General Partnerappropriate.
Appears in 3 contracts
Samples: Agreement of Limited Partnership (Harbinger Group Inc.), Limited Partnership Agreement (Exco Resources Inc), Limited Partnership Agreement (Harbinger Group Inc.)
Procedure for Merger or Consolidation. Merger or consolidation of the Partnership pursuant to this Article XIV requires the prior approval of the General Partner. If the General Partner shall determine, in the exercise of its discretion, to consent to the merger or consolidation, the General Partner shall approve the Merger Agreement, which shall set forth:
(a) the The names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(b) the 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”");
(c) the The terms and conditions of the proposed merger or consolidation;
(d) the The manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or general or limited partner interests, rights, securities or obligations of the Surviving Business Entity; and (i) if any general or limited partner interests, securities or 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 obligations of the Surviving Business Entity, the cash, property or general or limited partner interests, rights, securities or obligations of any limited partnership, corporation, trust or other 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 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 or other entity (other than the Surviving Business Entity), or evidences thereof, are to be delivered;
(e) a A statement of any changes in the constituent documents or the adoption of new constituent documents (the 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;
(f) the The effective time of the merger, which may be the date of the filing of the certificate of merger pursuant to 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 is to be later than the date of the filing of the certificate of merger, the effective time shall be fixed no later than the time of the filing of the certificate of merger and stated therein); and
(g) such Such other provisions with respect to the proposed merger or consolidation as are deemed necessary or appropriate by the General Partner.
Appears in 3 contracts
Samples: Limited Partnership Agreement (Genesis Energy Lp), Limited Partnership Agreement (Genesis Energy Lp), Limited Partnership Agreement (Genesis Energy Lp)
Procedure for Merger or Consolidation. (a) Merger or consolidation of the Partnership pursuant to this Article XIV requires the prior approval consent of the General Partner. , provided, however, that, to the fullest extent permitted by law, the General Partner, in declining to consent to a merger or consolidation, may act in its sole discretion.
(b) If the General Partner shall determine, in the exercise of its discretion, determine to consent to the merger or consolidation, the General Partner shall approve the Merger Agreement, which shall set forth:
(ai) the names name and jurisdictions jurisdiction of formation or organization of each of the business entities proposing to merge or consolidate;
(bii) 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”);
(ciii) the terms and conditions of the proposed merger or consolidation;
(div) the manner and basis of exchanging or converting the equity securities interests of each constituent business entity for, or into, cash, property or general or limited partner interests, rights, securities or obligations of the Surviving Business Entity; and (i) if any general or limited partner interests, securities or 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 obligations of the Surviving Business Entity, the cash, property or general or limited partner interests, rights, securities or obligations of any limited partnership, corporation, trust or other 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 securities equity interests 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 or other entity (other than the Surviving Business Entity), or evidences thereof, are to be delivered;
(ev) a statement of any changes in the constituent documents or the adoption of new constituent documents (the 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;
(fvi) the effective time of the merger, which may be the date of the filing of the certificate of merger pursuant to 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 is to be later than the date of the filing of the certificate of merger, the effective time shall be fixed no later than the time of the filing of the certificate of merger and stated therein); and
(gvii) such other provisions with respect to the proposed merger or consolidation as are deemed that the General Partner determines to be necessary or appropriate by the General Partnerappropriate.
Appears in 3 contracts
Samples: Limited Partnership Agreement (Rattler Midstream Lp), Limited Partnership Agreement (Viper Energy Partners LP), Limited Partnership Agreement (Viper Energy Partners LP)
Procedure for Merger or Consolidation. (a) Merger or consolidation of the Partnership Company pursuant to this Article XIV requires the prior approval consent of the General Partner. Managing Member, provided, however, that, to the fullest extent permitted by law, the Managing Member, in declining to consent to a merger or consolidation, may act in its sole discretion.
(b) If the General Partner Managing Member shall determine, in the exercise of its discretion, determine to consent to the merger or consolidation, the General Partner Managing Member shall approve the Merger Agreement, which shall set forth:
(ai) the names name and jurisdictions jurisdiction of formation or organization of each of the business entities proposing to merge or consolidate;
(bii) 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”);
(ciii) the terms and conditions of the proposed merger or consolidation;
(div) the manner and basis of exchanging or converting the equity securities interests of each constituent business entity for, or into, cash, property or general or limited partner interests, rights, securities securities, or obligations of the Surviving Business Entity; and (i) if any general or limited partner interests, securities or 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 securities, or obligations of the Surviving Business Entity, then the cash, property or general or limited partner interests, rights, securities securities, or obligations of any general or limited partnership, corporation, trust trust, limited liability company, unincorporated business, or other 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 securities equity interests represented by certificates, upon the surrender of such certificates, which cash, property or general or limited partner interests, rights, securities securities, or obligations of the Surviving Business Entity or any general or limited partnership, corporation, trust trust, limited liability company, unincorporated business, or other entity (other than the Surviving Business Entity), or evidences thereof, are to be delivered;
(ev) a statement of any changes in the constituent documents or the adoption of new constituent documents (the articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement partnership agreement, certificate of formation or limited partnership liability company agreement, or other similar charter or governing document) of the Surviving Business Entity to be effected by such merger or consolidation;
(fvi) the effective time of the merger, which may be the date of the filing of the certificate of merger pursuant to 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 is to be later than the date of the filing of the such certificate of merger, 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 and stated thereinmerger); and
(gvii) such other provisions with respect to the proposed merger or consolidation as are deemed that the Managing Member determines to be necessary or appropriate by the General Partnerappropriate.
Appears in 3 contracts
Samples: Operating Agreement (EnLink Midstream, LLC), Preferred Restructuring Agreement (EnLink Midstream Partners, LP), Preferred Restructuring Agreement (EnLink Midstream, LLC)
Procedure for Merger or Consolidation. Merger or consolidation of the Partnership pursuant to this Article XIV requires the prior approval of the General PartnerBoard of Supervisors. If the General Partner Board of Supervisors shall determine, in the exercise of its discretion, to consent to the merger or consolidation, the General Partner Board of Supervisors shall approve the Merger Agreement, which shall set forth:
(a) the The names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(b) the The name and jurisdiction jurisdictions of formation or organization of the business entity that is to survive the proposed merger or consolidation (the “‘Surviving Business Entity”’);
(c) the The terms and conditions of the proposed merger or consolidation;
(d) the The manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or general or limited partner interests, rights, securities or obligations of the Surviving Business Entity; and (i) if any general or limited partner interests, securities or 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 obligations of the Surviving Business Entity, the cash, property or general or limited partner interests, rights, securities or obligations of any limited partnership, corporation, trust or other 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 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 or other entity (other than the Surviving Business Entity), or evidences thereof, are to be delivered;
(e) a A statement of any changes in the constituent documents or the adoption of new constituent documents (the articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership partnership, certificate of formation or agreement of limited liability company or other similar charter or governing document) of the Surviving Business Entity to be effected by such merger or consolidation;
(f) the The effective time of the merger, which may be the date of the filing of the certificate of merger pursuant to 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 is to be later than the date of the filing of the certificate of merger, the effective time shall be fixed no later than the time of the filing of specified in the certificate of merger and stated thereinmerger); and
(g) such Such other provisions with respect to the proposed merger or consolidation as are deemed necessary or appropriate by the General PartnerBoard of Supervisors.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Suburban Propane Partners Lp), Limited Partnership Agreement (Suburban Propane Partners Lp)
Procedure for Merger or Consolidation. Merger or consolidation of the Partnership pursuant to this Article XIV requires the prior approval of the General Partner. If the General Partner shall determine, in the exercise of its discretion, to consent to the merger or consolidation, the General Partner shall approve the Merger Agreement, which Agreement that shall set forth:
(a) the The names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(b) the 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”);
(c) the The terms and conditions of the proposed merger or consolidation;
(d) the The manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or general or limited partner interests, rights, securities or obligations of the Surviving Business Entity; and (i) if any general or limited partner interests, securities or 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 obligations of the Surviving Business Entity, the cash, property or general or limited partner interests, rights, securities or obligations of any limited partnership, corporation, trust or other entity (other than the Surviving Business Entity) which that the holders of such general or limited partner interests, securities or rights are to receive in exchange for, or upon conversion of of, their general or limited partner 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 or other entity (other than the Surviving Business Entity), or evidences thereof, are to be delivered;
(e) a A statement of any changes in the constituent documents or the adoption of new constituent documents (the 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;
(f) the The effective time of the merger, which may be the date of the filing of the certificate of merger pursuant to 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 is to be later than the date of the filing of the certificate of merger, the effective time shall be fixed no later than the time of the filing of the certificate of merger and stated therein); and
(g) such Such other provisions with respect to the proposed merger or consolidation as are deemed necessary or appropriate by the General Partner.
Appears in 2 contracts
Samples: Agreement of Limited Partnership, Limited Partnership Agreement (Dorchester Minerals Lp)
Procedure for Merger or Consolidation. Merger or consolidation of the Partnership pursuant to this Article XIV requires the prior approval of the General Partner. If the General Partner shall determine, in the exercise of its discretion, to consent to the merger or consolidation, the General Partner shall approve the Merger Agreement, which shall set forth:
(a) the names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(b) 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”);
(c) the terms and conditions of the proposed merger or consolidation;
(d) the manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or general or limited partner interests, rights, securities or obligations of the Surviving Business Entity; and (i) if any general or limited partner interests, securities or 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 obligations of the Surviving Business Entity, the cash, property or general or limited partner interests, rights, securities or obligations of any limited partnership, corporation, trust or other entity (other than the Surviving Business Entity) which that 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 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 or other entity (other than the Surviving Business Entity), or evidences thereof, are to be delivered;
(e) a statement of any changes in the constituent documents or the adoption of new constituent documents (the 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;
(f) the effective time of the merger, which may be the date of the filing of the certificate of merger pursuant to 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 is to be later than the date of the filing of the certificate of merger, the effective time shall be fixed no later than the time of the filing of the certificate of merger and stated therein); and
(g) such other provisions with respect to the proposed merger or consolidation as are deemed necessary or appropriate by the General Partner.
Appears in 2 contracts
Samples: Limited Partnership Agreement (K-Sea Tranportation Partners Lp), Limited Partnership Agreement (K-Sea Tranportation Partners Lp)
Procedure for Merger or Consolidation. Merger or consolidation of the Partnership pursuant to this Article XIV requires the prior approval consent of the General PartnerPartner 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 or consolidation of the 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 or consolidation, 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. If the General Partner shall determine, in the exercise of its discretion, determine to consent to the merger or consolidation, the General Partner shall approve the Merger Agreement, which shall set forth:
(a) the names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(b) 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”);
(c) the terms and conditions of the proposed merger or consolidation;
(d) the manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or general or limited partner interests, rights, securities or obligations of the Surviving Business Entity; and (i) if any general or limited partner interests, securities or 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 obligations of the Surviving Business Entity, the cash, property or general or limited partner interests, rights, securities or obligations of any general or limited partnership, corporation, trust trust, limited liability company, unincorporated business or other 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 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 trust, limited liability company, unincorporated business or other entity (other than the Surviving Business Entity), or evidences thereof, are to be delivered;
(e) a statement of any changes in the constituent documents or the adoption of new constituent documents (the 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;
(f) the effective time of the merger, which may be the date of the filing of the certificate of merger pursuant to 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 is to be later than the date of the filing of the certificate of merger, 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 and stated therein); and
(g) such other provisions with respect to the proposed merger or consolidation as are deemed that the General Partner determines to be necessary or appropriate by the General Partnerappropriate.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Enterprise GP Holdings L.P.), Limited Partnership Agreement (Enterprise GP Holdings L.P.)
Procedure for Merger or Consolidation. Merger or consolidation of the Partnership pursuant to this Article ARTICLE XIV requires the prior approval of the General Partner, including Special Approval from the Audit and Conflicts Committee. If the General Partner shall determine, in the exercise of its discretion, to consent to the merger or consolidation, and if Special Approval has been obtained, the General Partner shall approve the Merger Agreement, which shall set forth:
(a) the The names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(b) the 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”);
(c) the The terms and conditions of the proposed merger or consolidation;
(d) the The manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or general or limited partner interests, rights, securities or obligations of the Surviving Business Entity; and (i) if any general or limited partner interests, securities or 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 obligations of the Surviving Business Entity, the cash, property or general or limited partner interests, rights, securities or obligations of any limited partnership, corporation, trust or other 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 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 or other entity (other than the Surviving Business Entity), or evidences thereof, are to be delivered;
(e) a A statement of any changes in the constituent documents or the adoption of new constituent documents (the 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;
(f) the The effective time of the merger, which may be the date of the filing of the certificate of merger pursuant to 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 is to be later than the date of the filing of the certificate of merger, the effective time shall be fixed no later than the time of the filing of the certificate of merger and stated therein); and
(g) such Such other provisions with respect to the proposed merger or consolidation as are deemed necessary or appropriate by the General Partner.
Appears in 2 contracts
Samples: Limited Partnership Agreement, Limited Partnership Agreement
Procedure for Merger or Consolidation. Merger or consolidation of the Partnership pursuant to this Article XIV requires the prior approval of the General Partner. If the General Partner shall determine, in the exercise of its sole discretion, to consent to the merger or consolidation, the General Partner shall approve the Merger Agreement, which shall set forth:
(a) the The names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(b) the The name and jurisdiction jurisdictions of formation or organization of the business entity that is to survive the proposed merger or consolidation (the “Surviving Business Entity”);
(c) the The terms and conditions of the proposed merger or consolidation;
(d) the The manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or general or limited partner partnership interests, rights, securities or obligations of the Surviving Business Entity; and (i) if any general or limited partner partnership interests, securities or rights of any constituent business entity are not to be exchanged or converted solely for, or into, cash, property or general or limited partner partnership interests, rights, securities or obligations of the Surviving Business Entity, the cash, property or general or limited partner partnership interests, rights, securities or obligations of any limited partnership, corporation, trust or other entity (other than the Surviving Business Entity) which the holders of such general or limited partner partnership interests, securities or rights are to receive in exchange for, or upon conversion of of, their general or limited partner interests, securities or rights, and (ii) in the case of securities represented by certificates, upon the surrender Surrender of such certificates, which cash, property or general or limited partner partnership interests, rights, securities or 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 be delivered;
(e) a A statement of any changes in the constituent documents or the adoption of new constituent documents (the 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;
(f) the The effective time of the merger, which may be the date of the filing of the certificate of merger pursuant to Section 14.4 15.4 or a later date specified in or determinable in accordance with the Merger Agreement (provided, that if the effective time of the merger is to be later than the date of the filing of the certificate of merger, the effective time shall be fixed no later than the time of the filing of the certificate of merger and stated therein); and
(g) such Such other provisions with respect to the proposed merger or consolidation as are deemed necessary or appropriate by the General Partner.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Ferrellgas Partners Finance Corp), Limited Partnership Agreement (Ferrellgas Finance Corp)
Procedure for Merger or Consolidation. Merger or consolidation of the Partnership pursuant to this Article XIV requires the prior approval of the General Partner. If the General Partner shall determine, in the exercise of its sole discretion, to consent to the merger or consolidation, the General Partner shall approve the Merger Agreement, which shall set forth:
(a) the The names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(b) the The name and jurisdiction jurisdictions of formation or organization of the business entity that is to survive the proposed merger or consolidation (the “"Surviving Business Entity”");
(c) the The terms and conditions of the proposed merger or consolidation;
(d) the The manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or general or limited partner partnership interests, rights, securities or obligations of the Surviving Business Entity; and (i1) if any general or limited partner partnership interests, securities or rights of any constituent business entity are not to be exchanged or converted solely for, or into, cash, property or general or limited partner partnership interests, rights, securities or obligations of the Surviving Business Entity, the cash, property or general or limited partner partnership interests, rights, securities or obligations of any limited partnership, corporation, trust or other entity (other than the Surviving Business Entity) which the holders of such general or limited partner interests, securities or rights partnership interest are to receive in exchange for, or upon conversion of of, their general or limited partner 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 partnership interests, rights, securities or 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 be delivered;
(e) a A statement of any changes in the constituent documents or the adoption of new constituent documents (the 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;
(f) the The effective time of the merger, which may be the date of the filing of the certificate of merger pursuant to Section 14.4 16.4 or a later date specified in or determinable in accordance with the Merger Agreement (provided, that if the effective time of the merger is to be later than the date of the filing of the certificate of merger, the effective time it shall be fixed no later than the time of the filing of the certificate of merger and stated therein); and
(g) such Such other provisions with respect to the proposed merger or consolidation as are deemed necessary or appropriate by the General Partner.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Kinder Morgan Energy Partners L P), Limited Partnership Agreement (Kinder Morgan Energy Partners L P)
Procedure for Merger or Consolidation. Merger or consolidation of the Partnership Company pursuant to this Article XIV requires the prior approval of the General PartnerManager. If the General Partner Manager shall determine, in the exercise of its discretion, to consent to the merger or consolidation, the General Partner Manager shall approve the Merger Agreement, which shall set forth:
(a) the The names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(b) the 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”");
(c) the The terms and conditions of the proposed merger or consolidation;
(d) the The manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or general or limited partner interests, rights, securities or obligations of the Surviving Business Entity; and (i) if any general or limited partner interests, securities or 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 obligations of the Surviving Business Entity, the cash, property or general or limited partner interests, rights, securities or obligations of any limited partnership, corporation, trust or other 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 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 or other entity (other than the Surviving Business Entity), or evidences thereof, are to be delivered;
(e) a A statement of any changes in the constituent documents or the adoption of new constituent documents (the 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;
(f) the The effective time of the merger, which may be the date of the filing of the certificate of merger pursuant to 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 is to be later than the date of the filing of the certificate of merger, the effective time shall be fixed no later than the time of the filing of the certificate of merger and stated therein); and
(g) such Such other provisions with respect to the proposed merger or consolidation as are deemed necessary or appropriate by the General PartnerManager.
Appears in 2 contracts
Samples: Operating Agreement (U S Timberlands Co Lp), Operating Agreement (U S Timberlands Finance Corp)
Procedure for Merger or Consolidation. Merger or consolidation of the Partnership pursuant to this Article XIV X requires the prior approval of the General Partner. If the General Partner shall determine, in the exercise of its discretion, to consent to the merger or consolidation, the General Partner shall approve the Merger Agreement, which shall set forth:
(a) the The names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(b) the 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”");
(c) the The terms and conditions of the proposed merger or consolidation;
(d) the The manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or general or limited partner interests, rights, securities or obligations of the Surviving Business Entity; and (i) if any general or limited partner interests, securities or 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 obligations of the Surviving Business Entity, the cash, property or general or limited partner interests, rights, securities or obligations of any limited partnership, corporation, trust or other 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 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 or other entity (other than the Surviving Business Entity), or evidences thereof, are to be delivered;
(e) a A statement of any changes in the constituent documents or the adoption of new constituent documents (the 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;
(f) the The effective time of the merger, which may be the date of the filing of the certificate of merger pursuant to 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 is to be later than the date of the filing of the certificate of merger, the effective time shall be fixed no later than the time of the filing of the certificate of merger and stated therein); and
(g) such Such other provisions with respect to the proposed merger or consolidation as are deemed necessary or appropriate by the General Partner.
Appears in 2 contracts
Samples: Agreement of Limited Partnership (Sunoco Logistics Partners Lp), Limited Partnership Agreement (Sunoco Logistics Partners Lp)
Procedure for Merger or Consolidation. Merger or consolidation of the Partnership pursuant to this Article XIV requires the prior approval of the General Partner. If the General Partner shall determine, in the exercise of its discretion, to consent to the merger or consolidation, the General Partner shall approve the Merger Agreement, which shall set forth:
(a) the names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(b) 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”");
(c) the terms and conditions of the proposed merger or consolidation;
(d) the manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or general or limited partner interests, rights, securities or obligations of the Surviving Business Entity; and (i) if any general or limited partner interests, securities or 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 obligations of the Surviving Business Entity, the cash, property or general or limited partner interests, rights, securities or obligations of any limited partnership, corporation, trust or other 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 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 or other entity (other than the Surviving Business Entity), or evidences thereof, are to be delivered;
(e) a statement of any changes in the constituent documents or the adoption of new constituent documents (the 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;
(f) the effective time of the merger, which may be the date of the filing of the certificate of merger pursuant to 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 is to be later than the date of the filing of the certificate of merger, the effective time shall be fixed no later than the time of the filing of the certificate of merger and stated therein); and
(g) such other provisions with respect to the proposed merger or consolidation as are deemed necessary or appropriate by the General Partner.
Appears in 2 contracts
Samples: Agreement and Plan of Redemption and Merger (Markwest Energy Partners L P), Agreement and Plan of Redemption and Merger (Markwest Hydrocarbon Inc)
Procedure for Merger or Consolidation. Merger or consolidation of the Partnership pursuant to this Article XIV requires the approval of the Board of Directors and the prior approval consent of the General Partner. If ; provided, however, that, to the fullest extent permitted by law, neither the Board of Directors nor the General Partner shall determinehave a duty or obligation to consent to any merger or consolidation 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 or consolidation, shall not be required to act in good faith or pursuant to any other standard imposed by this Agreement, any Group Member Agreement, any other agreement contemplated hereby or under the exercise Xxxxxxxx Islands Act or any other law, rule or regulation or at equity. If the Board of its discretion, Directors and the General Partner shall determine to consent to the merger or consolidation, the Board of Directors and the General Partner shall approve the Merger Agreement, which shall set forth:
(a) the names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(b) 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”);
(c) the terms and conditions of the proposed merger or consolidation;
(d) the manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or general or limited partner interests, rights, securities or obligations of the Surviving Business Entity; and (i) if any general or limited partner interests, securities or 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 obligations of the Surviving Business Entity, the cash, property or general or limited partner interests, rights, securities or obligations of any general or limited partnership, corporation, trust trust, limited liability company, unincorporated business or other entity Person (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 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 trust, limited liability company, unincorporated business or other entity Person (other than the Surviving Business Entity), or evidences thereof, are to be delivered;
(e) ; a statement of any changes in the constituent documents or the adoption of new constituent documents (the 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;
(fe) the effective time of the merger, which may be the date of the filing of the certificate of merger pursuant to 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 is to be later than the date of the filing of the such certificate of merger, 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 and stated therein); and
(gf) such other provisions with respect to the proposed merger or consolidation as are deemed that the Board of Directors and the General Partner determine to be necessary or appropriate by the General Partnerappropriate.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Navios Maritime Midstream Partners LP), Limited Partnership Agreement (Navios Maritime Midstream Partners LP)
Procedure for Merger or Consolidation. Merger or consolidation of the Partnership Company pursuant to this Article XIV XV requires the prior approval of the General PartnerManaging Member. If the General Partner Managing Member shall determine, in the exercise of its discretion, to consent to the merger or consolidation, the General Partner Managing Member shall approve the Merger Agreement, which shall set forth:
(a) the The names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(b) the 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”);
(c) the The terms and conditions of the proposed merger or consolidation;
(d) the The manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or general or limited partner interests, rights, securities or obligations of the Surviving Business Entity; and (i) if any general or limited partner interests, securities or 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 obligations of the Surviving Business Entity, the cash, property or general or limited partner interests, rights, securities or obligations of any limited partnership, corporation, trust or other 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 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 or other entity (other than the Surviving Business Entity), or evidences thereof, are to be delivered;
(e) a A statement of any changes in the constituent documents or the adoption of new constituent documents (the 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;
(f) the The effective time of the merger, which may be the date of the filing of the certificate of merger pursuant to Section 14.4 15.4 or a later date specified in or determinable in accordance with the Merger Agreement (provided, that if the effective time of the merger is to be later than the date of the filing of the certificate of merger, the effective time shall be fixed no later than the time of the filing of the certificate of merger and stated therein); and
(g) such Such other provisions with respect to the proposed merger or consolidation as are deemed necessary or appropriate by the General PartnerManaging Member.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Penn Virginia Resource Partners L P), Limited Liability Company Agreement (Penn Virginia Resource Partners L P)
Procedure for Merger or Consolidation. Merger or consolidation of the Partnership pursuant to this Article XIV requires the prior approval of the Managing General Partner. If the Managing General Partner shall determine, in the exercise of its discretion, to consent to the merger or consolidation, the Managing General Partner shall approve the Merger Agreement, which shall set forth:
(a) the The names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(b) the 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”");
(c) the The terms and conditions of the proposed merger or consolidation;
(d) the The manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or general or limited partner interests, rights, securities or obligations of the Surviving Business Entity; and (i) if any general or limited partner interests, securities or 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 obligations of the Surviving Business Entity, the cash, property or general or limited partner interests, rights, securities or obligations of any limited partnership, corporation, trust or other 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 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 or other entity (other than the Surviving Business Entity), or evidences thereof, are to be delivered;
(e) a A statement of any changes in the constituent documents or the adoption of new constituent documents (the 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;
(f) the The effective time of the merger, which may be the date of the filing of the certificate of merger pursuant to 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 is to be later than the date of the filing of the certificate of merger, the effective time shall be fixed no later than the time of the filing of the certificate of merger and stated therein); and
(g) such Such other provisions with respect to the proposed merger or consolidation as are deemed necessary or appropriate by the Managing General Partner.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Cornerstone Propane Partners Lp), Limited Partnership Agreement (Cornerstone Propane Partners Lp)
Procedure for Merger or Consolidation. (a) Merger or consolidation of the Partnership Company pursuant to this Article XIV requires the prior approval consent of the General Partner. Manager, provided, however, that, to the fullest extent permitted by law, the Manager shall have no duty or obligation to consent to any merger or consolidation of the Company and may decline to do so free of any fiduciary duty or obligation whatsoever to the Company or any Non-Managing Member and, in declining to consent to a merger or consolidation, shall not be required to act in good faith or pursuant to any other standard imposed by this Agreement, any Group Member Agreement, any other agreement contemplated hereby or under the Delaware Act or any other law, rule or regulation or at equity.
(b) If the General Partner Manager shall determine, in the exercise of its discretion, determine to consent to the merger or consolidation, the General Partner Manager shall approve the Merger Agreement, which shall set forth:
(ai) the names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(bii) 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”);
(ciii) the terms and conditions of the proposed merger or consolidation;
(div) the manner and basis of exchanging or converting the equity securities interests of each constituent business entity for, or into, cash, property or general or limited partner interests, rights, securities or obligations of the Surviving Business Entity; and (i) if any general or limited partner interests, securities or 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 obligations of the Surviving Business Entity, the cash, property or general or limited partner interests, rights, securities or obligations of any limited partnership, corporation, trust or other 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 securities equity interests 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 or other entity (other than the Surviving Business Entity), or evidences thereof, are to be delivered;
(ev) a statement of any changes in the constituent documents or the adoption of new constituent documents (the 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;
(fvi) the effective time of the merger, which may be the date of the filing of the certificate of merger pursuant to 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 is to be later than the date of the filing of the certificate of merger, the effective time shall be fixed no later than the time of the filing of the certificate of merger and stated therein); and
(gvii) such other provisions with respect to the proposed merger or consolidation as are deemed that the Manager determines to be necessary or appropriate by the General Partnerappropriate.
Appears in 2 contracts
Samples: Operating Agreement (Niska Gas Storage Partners LLC), Operating Agreement (Niska Gas Storage Partners LLC)
Procedure for Merger or Consolidation. Merger or consolidation of the Partnership pursuant to this Article XIV requires the prior approval consent of the Managing General Partner, provided, however, that, to the fullest extent permitted by law, the Managing General Partner shall have no duty or obligation to consent to any merger or consolidation of the Partnership and may decline to do so free of any fiduciary duty or obligation whatsoever to the Partnership or any Partner and, in declining to consent to a merger or consolidation, shall not be required to act in good faith or pursuant to any other standard imposed by this Agreement, any Group Member Agreement, any other agreement contemplated hereby or under the Delaware Act or any other law, rule or regulation or at equity. If the Managing General Partner shall determine, in the exercise of its discretion, determine to consent to the merger or consolidation, the Managing General Partner shall approve the Merger Agreement, which shall set forth:
(a) the names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(b) 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”);
(c) the terms and conditions of the proposed merger or consolidation;
(d) the manner and basis of exchanging or converting the equity securities interests of each constituent business entity for, or into, cash, property or general or limited partner interests, rights, securities or obligations of the Surviving Business Entity; and (i) if any general or limited partner interests, securities or 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 obligations of the Surviving Business Entity, the cash, property or general or limited partner interests, rights, securities or obligations of any limited partnership, corporation, trust or other 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 securities equity interests 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 or other entity (other than the Surviving Business Entity), or evidences thereof, are to be delivered;
(e) a statement of any changes in the constituent documents or the adoption of new constituent documents (the 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;
(f) the effective time of the merger, which may be the date of the filing of the certificate of merger pursuant to 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 is to be later than the date of the filing of the certificate of merger, the effective time shall be fixed no later than the time of the filing of the certificate of merger and stated therein); and
(g) such other provisions with respect to the proposed merger or consolidation as are deemed that the Managing General Partner determines to be necessary or appropriate by the General Partnerappropriate.
Appears in 2 contracts
Samples: Agreement of Limited Partnership (CVR Energy Inc), Limited Partnership Agreement (CVR Energy Inc)
Procedure for Merger or Consolidation. Merger or consolidation of the Partnership pursuant to this Article XIV requires the prior approval of the General Partner. If the General Partner shall determine, in the exercise of its sole discretion, to consent to the merger or consolidation, the General Partner shall approve the Merger Agreement, which shall set forth:
(a) the names The name and jurisdictions jurisdiction of formation or organization of each of the business entities proposing to merge or consolidate;
(b) the The name and jurisdiction jurisdictions of formation or organization of the business entity that is to survive the proposed merger or consolidation (hereafter designated as the “"Surviving Business Entity”");
(c) the The terms and conditions of the proposed merger or consolidation;
(d) the The manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or general or limited partner partnership interests, rights, securities or obligations of the Surviving Business Entity; and (i) if any general or limited partner partnership interests, securities or rights of any constituent business entity are not to be exchanged or converted solely for, or into, cash, property or general or limited partner partnership interests, rights, securities or obligations of the Surviving Business Entity, the cash, property or general or limited partner partnership interests, rights, securities or obligations of any limited partnership, corporation, trust or other entity (other than the Surviving Business Entity) which the holders of such general or limited partner interests, securities or rights partnership interest are to receive in exchange for, or upon conversion of of, their general or limited partner 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 partnership interests, rights, securities or 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 be delivered;
(e) a A statement of any changes in the constituent documents or the adoption of new constituent documents (the 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;
(f) the The effective time of the merger, which may be the date of the filing of the certificate of merger pursuant to Section 14.4 16.4 or a later date specified in or determinable in accordance with the Merger Agreement (provided, that if the effective time of the merger is to be later than the date of the filing of the certificate of merger, the effective time it shall be fixed no later than the time of the filing of the certificate of merger and stated therein); and
(g) such Any amendment to this Agreement or the adoption, if any, of a new limited partnership agreement for any limited partnership that is the Surviving Business Entity, as permitted by Section 211(g) of the Delaware Act.
(h) Such other provisions with respect to the proposed merger or consolidation as are deemed necessary or appropriate by the General Partner.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Teppco Partners Lp), Agreement of Limited Partnership (Teppco Partners Lp)
Procedure for Merger or Consolidation. Merger The merger or consolidation of the Partnership Company pursuant to this Article XIV 13 requires the prior approval of a majority the General PartnerBoard of Directors and compliance with Section 13.03. If the General Partner shall determine, in the exercise of its discretion, to consent to the merger or consolidationUpon such approval, the General Partner shall approve the Merger Agreement, which Agreement shall set forth:
(a) the The names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(b) the 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”);
(c) the The terms and conditions of the proposed merger or consolidation;
(d) the The manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or general or limited partner partnership or limited liability company interests, rights, securities or obligations of the Surviving Business Entity; and (i) if any general or limited partner partnership or limited liability company interests, rights, securities or rights obligations of any constituent business entity are not to be exchanged or converted solely for, or into, cash, property or general or limited partner partnership or limited liability company interests, rights, securities or obligations of the Surviving Business Entity, the cash, property or general or limited partner partnership or limited liability company interests, rights, securities or obligations of any general or limited partnership, limited liability company, corporation, trust or other entity (other than the Surviving Business Entity) which the holders of such general or limited partner interests, rights, securities or rights obligations of the constituent business entity are to receive in exchange for, or upon conversion of of, their general or limited partner interests, rights, securities or rights, obligations and (ii) in the case of securities represented by certificates, upon the surrender of such certificates, which cash, property or general or limited partner 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;
(e) a A statement of any changes in the constituent documents or the adoption of new constituent documents (the 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;
(f) the The effective time of the mergermerger or consolidation, which may be the date of the filing of the certificate of merger pursuant to Section 14.4 13.04 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 certificate of mergermerger or consolidation, the effective time shall be fixed no later than the time of the filing of the certificate of merger or consolidation and stated therein); and
(g) such Such other provisions with respect to the proposed merger or consolidation as are deemed necessary or appropriate by the General PartnerBoard of Directors.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Duncan Energy Partners L.P.), Limited Liability Company Agreement (Duncan Energy Partners L.P.)
Procedure for Merger or Consolidation. Merger or consolidation of the Partnership LLC pursuant to this Article XIV X requires the prior approval of the General PartnerBoard of Directors. If the General Partner Board of Directors shall determine, in the exercise of its sole discretion, to consent to the merger or consolidation, the General Partner Board of Directors shall approve the Merger Agreement, which shall set forth:
(a) the The names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(b) the 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”");
(c) the The terms and conditions of the proposed merger or consolidation;
(d) the The manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or general or limited partner partnership or limited liability company interests, rights, securities or obligations of the Surviving Business Entity; and (i) if any general or limited partner partnership or limited liability company interests, rights, securities or rights obligations of any constituent business entity are not to be exchanged or converted solely for, or into, cash, property or general or limited partner partnership or limited liability company interests, rights, securities or obligations of the Surviving Business Entity, Entity - the cash, property or general or limited partner partnership or limited liability company interests, rights, securities or obligations of any general or limited partnership, limited liability company, corporation, trust or other entity (other than the Surviving Business Entity) which the holders of such general or limited partner interests, rights, securities or rights obligations of the constituent business entity are to receive in exchange for, or upon conversion of of, their general or limited partner interests, rights, securities or rights, obligations and (ii) in the case of securities represented by certificates, upon the surrender of such certificates, certificates - which cash, property or general or limited partner partnership or limited liability company interests, rights, securities or 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 be delivered;
(e) a statement of any changes in the constituent documents or the adoption of new constituent documents (the 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;
(f) the effective time of the merger, which may be the date of the filing of the certificate of merger pursuant to 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 is to be later than the date of the filing of the certificate of merger, the effective time shall be fixed no later than the time of the filing of the certificate of merger and stated therein); and
(g) such other provisions with respect to the proposed merger or consolidation as are deemed necessary or appropriate by the General Partner.liability company,
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Iridium LLC), Limited Liability Company Agreement (Iridium World Communications LTD)
Procedure for Merger or Consolidation. Merger or consolidation of the Partnership pursuant to this Article XIV requires the prior approval of the General Partner. If the General Partner shall determine, in the exercise of its discretion, to consent to the merger or consolidation, the General Partner shall approve the Merger Agreement, which shall set forth:
(a) the The names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(b) the The name and jurisdiction of formation or organization of the business entity that is to survive the proposed merger or consolidation (the “Surviving Business EntitySURVIVING BUSINESS ENTITY”);
(c) the The terms and conditions of the proposed merger or consolidation;
(d) the The manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or general or limited partner interests, rights, securities or obligations of the Surviving Business Entity; and (i) if any general or limited partner interests, securities or 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 obligations of the Surviving Business Entity, the cash, property or general or limited partner interests, rights, securities or obligations of any limited partnership, corporation, trust or other 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 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 or other entity (other than the Surviving Business Entity), or evidences thereof, are to be delivered;
(e) a A statement of any changes in the constituent documents or the adoption of new constituent documents (the articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership or other similar charter chatter or governing document) of the Surviving Business Entity to be effected by such merger or consolidation;
(f) the The effective time of the merger, which may be the date of the filing of the certificate of merger pursuant to 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 is to be later than the date of the filing of the certificate of merger, the effective time shall be fixed no later than the time of the filing of the certificate of merger and stated therein); and
(g) such Such other provisions with respect to the proposed merger or consolidation as are deemed necessary or appropriate by the General Partner.
Appears in 2 contracts
Samples: Agreement of Limited Partnership (Tc Pipelines Lp), Limited Partnership Agreement (Tc Pipelines Lp)
Procedure for Merger or Consolidation. Merger or consolidation of the Partnership pursuant to this Article XIV XVI requires the prior approval of the General Partner. If the General Partner shall determine, in the exercise of its sole discretion, to consent to the merger or consolidation, the General Partner shall approve the Merger Agreement, which shall set forth:
(a) the The names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(b) the The name and jurisdiction jurisdictions of formation or organization of the business entity that is to survive the proposed merger or consolidation (the “Surviving Business Entity”"SURVIVING BUSINESS ENTITY");
(c) the The terms and conditions of the proposed merger or consolidation;
(d) the The manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or general or limited partner interests, rights, securities or obligations of the Surviving Business Entity; and (i) if any general or limited partner interests, securities or 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 obligations of the Surviving Business Entity, the cash, property or general or limited partner interests, rights, securities or obligations of any limited partnership, corporation, trust or other 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 of, their general or limited partner 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 or other entity (other than the Surviving Business Entity), or evidences thereof, are to be delivered;
(e) a A statement of any changes in the constituent documents or the adoption of new constituent documents (the 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;
(f) the The effective time of the merger, which may be the date of the filing of the certificate of merger pursuant to Section 14.4 16.4 or a later date specified in or determinable in accordance with the Merger Agreement (provided, that if the effective time of the merger is to be later than the date of the filing of the certificate of merger, the effective time shall be fixed no later than the time of the filing of the certificate of merger and stated therein); and
(g) such Such other provisions with respect to the proposed merger or consolidation as are deemed necessary or appropriate by the General Partner.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Amerigas Partners Lp), Limited Partnership Agreement (Amerigas Partners Lp)
Procedure for Merger or Consolidation. Merger The merger or consolidation of the Partnership Company pursuant to this Article XIV 10 requires the prior approval of a majority the General PartnerBoard of Directors and compliance with Section 10.03. If the General Partner shall determine, in the exercise of its discretion, to consent to the merger or consolidationUpon such approval, the General Partner shall approve the Merger Agreement, which Agreement shall set forth:
(a) the The names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(b) the 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”);
(c) the The terms and conditions of the proposed merger or consolidation;
(d) the The manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or general or limited partner partnership or limited liability company interests, rights, securities or obligations of the Surviving Business Entity; and (i) if any general or limited partner partnership or limited liability company interests, rights, securities or rights obligations of any constituent business entity are not to be exchanged or converted solely for, or into, cash, property or general or limited partner partnership or limited liability company interests, rights, securities or obligations of the Surviving Business Entity, the cash, property or general or limited partner partnership or limited liability company interests, rights, securities or obligations of any general or limited partnership, limited liability company, corporation, trust or other entity (other than the Surviving Business Entity) which the holders of such general or limited partner interests, rights, securities or rights obligations of the constituent business entity are to receive in exchange for, or upon conversion of of, their general or limited partner interests, rights, securities or rights, obligations and (ii) in the case of securities represented by certificates, upon the surrender of such certificates, which cash, property or general or limited partner 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;
(e) a A statement of any changes in the constituent documents or the adoption of new constituent documents (the 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;
(f) the The effective time of the mergermerger or consolidation, which may be the date of the filing of the certificate of merger pursuant to Section 14.4 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 certificate of mergermerger or consolidation, the effective time shall be fixed no later than the time of the filing of the certificate of merger or consolidation and stated therein); and
(g) such Such other provisions with respect to the proposed merger or consolidation as are deemed necessary or appropriate by the General PartnerBoard of Directors.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Duncan Energy Partners L.P.), Limited Liability Company Agreement (Duncan Energy Partners L.P.)
Procedure for Merger or Consolidation. Merger The merger or consolidation of the Partnership Company pursuant to this Article XIV 12 requires the prior approval of a majority the General PartnerBoard of Directors and compliance with the Member approval requirements of Sections 6.01(b) and 12.03. If the General Partner shall determine, in the exercise of its discretion, to consent to the merger or consolidationUpon such approval, the General Partner shall approve the Merger Agreement, which Agreement shall set forth:
(a) the The names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(b) the 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”);
(c) the The terms and conditions of the proposed merger or consolidation;
(d) the The manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or general or limited partner partnership or limited liability company interests, rights, securities or obligations of the Surviving Business Entity; and (i) if any general or limited partner partnership or limited liability company interests, rights, securities or rights obligations of any constituent business entity are not to be exchanged or converted solely for, or into, cash, property or general or limited partner partnership or limited liability company interests, rights, securities or obligations of the Surviving Business Entity, the cash, property or general or limited partner partnership or limited liability company interests, rights, securities or obligations of any general or limited partnership, limited liability company, corporation, trust or other entity (other than the Surviving Business Entity) which the holders of such general or limited partner interests, rights, securities or rights obligations of the constituent business entity are to receive in exchange for, or upon conversion of of, their general or limited partner interests, rights, securities or rights, obligations and (ii) in the case of securities represented by certificates, upon the surrender of such certificates, which cash, property or general or limited partner 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;
(e) a A statement of any changes in the constituent documents or the adoption of new constituent documents (the 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;
(f) the The effective time of the mergermerger or consolidation, which may be the date of the filing of the certificate of merger pursuant to Section 14.4 12.04 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 certificate of mergermerger or consolidation, the effective time shall be fixed no later than the time of the filing of the certificate of merger or consolidation and stated therein); and
(g) such Such other provisions with respect to the proposed merger or consolidation as are deemed necessary or appropriate by the General PartnerBoard of Directors.
Appears in 2 contracts
Samples: Parent Company Agreement (Enterprise Products Partners L P), Limited Liability Company Agreement (Enterprise Products Partners L P)
Procedure for Merger or Consolidation. Merger or consolidation of the Partnership pursuant to this Article XIV requires the prior approval of the General PartnerBoard of Supervisors. If the General Partner Board of Supervisors shall determine, in the exercise of its discretion, to consent to the merger or consolidation, the General Partner Board of Supervisors shall approve the Merger Agreement, which shall set forth:
(a) the The names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(b) the The name and jurisdiction jurisdictions of formation or organization of the business entity that is to survive the proposed merger or consolidation (the “Surviving Business Entity”);
(c) the The terms and conditions of the proposed merger or consolidation;
(d) the The manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or general or limited partner interests, rights, securities or obligations of the Surviving Business Entity; and (i) if any general or limited partner interests, securities or 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 obligations of the Surviving Business Entity, the cash, property or general or limited partner interests, rights, securities or obligations of any limited partnership, corporation, trust or other 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 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 or other entity (other than the Surviving Business Entity), or evidences thereof, are to be delivered;
(e) a A statement of any changes in the constituent documents or the adoption of new constituent documents (the articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership partnership, certificate of formation or agreement of limited liability company or other similar charter or governing document) of the Surviving Business Entity to be effected by such merger or consolidation;
(f) the The effective time of the merger, which may be the date of the filing of the certificate of merger pursuant to 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 is to be later than the date of the filing of the certificate of merger, the effective time shall be fixed filed no later than the time of the filing of the certificate of merger and stated therein); and
(g) such Such other provisions with respect to the proposed merger or consolidation as are deemed necessary or appropriate by the General PartnerBoard of Supervisors.
Appears in 2 contracts
Samples: Agreement of Limited Partnership (Suburban Propane Partners Lp), Limited Partnership Agreement (Suburban Propane Partners Lp)
Procedure for Merger or Consolidation. Merger or consolidation of the Partnership Company pursuant to this Article XIV XII requires the prior approval of the General PartnerBoard of Directors. If the General Partner Board of Directors shall determine, in the exercise of at its discretionoption, to consent to the merger or consolidation, the General Partner Board of Directors shall approve the Merger Agreement, which shall set forth:
(a) the names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(b) 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”");
(c) the terms and conditions of the proposed merger or consolidation;
(d) the manner and basis of exchanging or converting the equity rights or securities of of, or interests in, each constituent business entity for, or into, cash, property or general or limited partner interestsproperty, rights, or securities of or obligations of interests in, the Surviving Business Entity; and (i) if any general rights or limited partner interestssecurities of, securities or rights of interests in, any constituent business entity are not to be exchanged or converted solely for, or into, cash, property or general or limited partner interestsproperty, rights, or securities of or obligations of interests in, the Surviving Business Entity, the cash, property or general or limited partner interestsproperty, rights, or securities of or obligations of interests in, any limited partnership, corporation, trust liability company 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 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 or other entity (other than the Surviving Business Entity), or evidences thereof, interests are to be deliveredreceive;
(e) 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;
(f) the effective time of the merger, which may be the date of the filing of the certificate of merger pursuant to Section 14.4 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 is to be later than the date of the filing of the certificate of merger, the effective time shall be fixed no later than the time of the filing of the certificate of merger and stated therein); and
(g) such other provisions with respect to the proposed merger or consolidation as are deemed that the Board of Directors determines to be necessary or appropriate by the General Partnerappropriate.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Copano Energy, L.L.C.), Limited Liability Company Agreement (Copano Energy, L.L.C.)
Procedure for Merger or Consolidation. Merger or consolidation of the Partnership Company pursuant to this Article XIV requires the prior approval of the General PartnerManager. If the General Partner Manager shall determine, in the exercise of its discretion, to consent to the merger or consolidation, the General Partner Manager shall approve the Merger Agreement, which shall set forth:
(a) the The names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(b) the 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”");
(c) the The terms and conditions of the proposed merger or consolidation;
(d) the The manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or general or limited partner interests, rights, securities or obligations of the Surviving Business Entity; and (i) if any general or limited partner interests, securities or 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 obligations of the Surviving Business Entity, the cash, property or general or limited partner interests, rights, securities or obligations of any limited partnership, corporation, trust or other entity (other than the Surviving Business Entity) which that the holders of such general or limited partner interests, securities or rights are to receive in exchange for, or upon conversion of of, their general or limited partner 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 or other entity (other than the Surviving Business Entity), or evidences thereof, are to be delivered;
(e) a A statement of any changes in the constituent documents or the adoption of new constituent documents (the 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;
(f) the The effective time of the merger, which may be the date of the filing of the certificate of merger pursuant to 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 is to be later than the date of the filing of the certificate of merger, the effective time shall be fixed no later than the time of the filing of the certificate of merger and stated therein); and
(g) such Such other provisions with respect to the proposed merger or consolidation as are deemed necessary or appropriate by the General PartnerManager.
Appears in 2 contracts
Samples: Operating Agreement (U S Timberlands Klamath Falls LLC), Operating Agreement (U S Timberlands Co Lp)
Procedure for Merger or Consolidation. Merger or consolidation of the Partnership pursuant to this Article XIV XVI requires the prior approval of the General Partner. If the General Partner shall determine, in the exercise of its sole discretion, to consent to the merger or consolidation, the General Partner shall approve the Merger Agreement, which shall set forth:
(a) the The names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(b) the The name and jurisdiction jurisdictions of formation or organization of the business entity that is to survive the proposed merger or consolidation (the “Surviving Business EntitySURVIVING BUSINESS ENTITY”);
(c) the The terms and conditions of the proposed merger or consolidation;
(d) the The manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or general or limited partner interests, rights, securities or obligations of the Surviving Business Entity; and (i) if any general or limited partner interests, securities or 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 obligations of the Surviving Business Entity, the cash, property or general or limited partner interests, rights, securities or obligations of any limited partnership, corporation, trust or other 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 of, their general or limited partner 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 or other entity (other than the Surviving Business Entity), or evidences thereof, are to be delivered;
(e) a A statement of any changes in the constituent documents or the adoption of new constituent documents (the 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;
(f) the The effective time of the merger, which may be the date of the filing of the certificate of merger pursuant to Section 14.4 16.4 or a later date specified in or determinable in accordance with the Merger Agreement (provided, that if the effective time of the merger is to be later than the date of the filing of the certificate of merger, the effective time shall be fixed no later than the time of the filing of the certificate of merger and stated therein); and
(g) such Such other provisions with respect to the proposed merger or consolidation as are deemed necessary or appropriate by the General Partner.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Amerigas Partners Lp), Limited Partnership Agreement (Amerigas Partners Lp)
Procedure for Merger or Consolidation. Merger or consolidation of the Partnership pursuant to this Article XIV requires the prior approval of the Managing General Partner. If the Managing General Partner shall determine, in the exercise of its discretion, to consent to the merger or consolidation, the Managing General Partner shall approve the Merger Agreement, which shall set forth:
(a) the The names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(b) the 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”");
(c) the The terms and conditions of the proposed merger or consolidation;
(d) the The manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or general or limited partner interests, rights, securities or obligations of the Surviving Business Entity; and (i) if any general or limited partner interests, securities or 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 obligations of the Surviving Business Entity, the cash, property or general or limited partner interests, rights, securities or obligations of any limited partnership, corporation, trust or other 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 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 or other entity (other than the Surviving Business Entity), or evidences thereof, are to be delivered;
(e) a A statement of any changes in the constituent documents or the adoption of new constituent documents (the 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;
(f) the The effective time of the merger, which may be the date of the filing of the certificate of merger pursuant to 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 is to be later than the date of the filing of the certificate of merger, the effective time shall be fixed no later than the time of the filing of the certificate of merger and stated therein); and
(g) such other provisions with respect to the proposed merger or consolidation as are deemed necessary or appropriate by the General Partner.be
Appears in 1 contract
Samples: Limited Partnership Agreement (Alliance Resource Partners Lp)
Procedure for Merger or Consolidation. Merger or consolidation of the Partnership Company pursuant to this Article XIV requires the prior approval of the General PartnerBoard. If the General Partner Board shall determine, in the exercise of its discretion, to consent to the merger or consolidation, the General Partner Board shall approve the Merger Agreement, which shall set forth:
(a) the The names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(b) the 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”");; EXHIBIT 3.3
(c) the The terms and conditions of the proposed merger or consolidation;
(d) the The manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or general or limited partner interests, rights, securities or obligations of the Surviving Business Entity; and (i) if any general or limited partner interests, securities or 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 obligations of the Surviving Business Entity, the cash, property or general or limited partner interests, rights, securities or obligations of any limited partnership, corporation, trust or other entity (other than the Surviving Business Entity) which that the holders of such general or limited partner interests, securities or rights are to receive in exchange for, or upon conversion of of, their general or limited partner 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 or other entity (other than the Surviving Business Entity), or evidences thereof, are to be delivered;
(e) a A statement of any changes in the constituent documents or the adoption of new constituent documents (the 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;
(f) the The effective time of the merger, which may be the date of the filing of the certificate of merger pursuant to 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 is to be later than the date of the filing of the certificate of merger, the effective time shall be fixed no later than the time of the filing of the certificate of merger and stated therein); and
(g) such Such other provisions with respect to the proposed merger or consolidation as are deemed necessary or appropriate by the General PartnerBoard or as required by applicable law.
Appears in 1 contract
Samples: Operating Agreement (U S Timberlands Klamath Falls LLC)
Procedure for Merger or Consolidation. Merger or consolidation of the Partnership pursuant to this Article XIV requires the prior approval of the General Partner. If the General Partner shall determine, in the exercise of its discretion, to consent to the merger or consolidation, the General Partner shall approve the Merger Agreement, which shall set forth:
(a) the The names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(b) the The name and jurisdiction jurisdictions of formation or organization of the business entity that is to survive the proposed merger or consolidation (the “Surviving Business Entity”);
(c) the The terms and conditions of the proposed merger or consolidation;
(d) the The manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or general or limited partner interests, rights, securities or obligations of the Surviving Business Entity; , and (i) if any general or limited partner interests, securities or 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 obligations of the Surviving Business Entity, the cash, property or general or limited partner interests, rights, securities or obligations of any limited partnership, corporation, trust or other 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 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 or other entity (other than the Surviving Business Entity), or evidences thereof, are to be delivered;
(e) a A statement of any changes in the constituent documents or the adoption of new constituent documents (the 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;
(f) the The effective time of the merger, which may be the date of the filing of the certificate of merger pursuant to 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 is to be later than the date of the filing of the certificate of merger, the effective time shall be fixed no later than the time of the filing of the certificate of merger and stated therein); and
(g) such Such other provisions with respect to the proposed merger or consolidation as are deemed necessary or appropriate by the General Partner.
Appears in 1 contract
Samples: Limited Partnership Agreement (Energy Transfer Partners, L.P.)
Procedure for Merger or Consolidation. Merger or ----------------------------------------- consolidation of the Partnership pursuant to this Article XIV requires the prior ----------- approval of the General Partner. If the General Partner shall determine, in the exercise of its discretion, to consent to the merger or consolidation, the General Partner shall approve the Merger Agreement, which shall set forth:
(a) the names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(b) 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”");; ---------------------------
(c) the terms and conditions of the proposed merger or consolidation;
(d) the manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or general or limited partner interests, rights, securities or obligations of the Surviving Business Entity; and (i) if any general or limited partner interests, securities or 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 obligations of the Surviving Business Entity, the cash, property or general or limited partner interests, rights, securities or obligations of any limited partnership, corporation, trust or other entity (other than the Surviving Business Entity) which that 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 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 or other entity (other than the Surviving Business Entity), or evidences thereof, are to be delivered;
(e) a statement of any changes in the constituent documents or the adoption of new constituent documents (the 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;
(f) the effective time of the merger, which may be the date of the filing of the certificate of merger pursuant to 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 is to be later than the date of the filing of the certificate of merger, the effective time shall be fixed no later than the time of the filing of the certificate of merger and stated therein); and
(g) such other provisions with respect to the proposed merger or consolidation as are deemed necessary or appropriate by the General Partner.
Appears in 1 contract
Procedure for Merger or Consolidation. Merger or consolidation of the Partnership pursuant to this Article Article XIV requires the prior approval of the General Partner. If the General Partner shall determine, in the exercise of its discretion, to consent to the merger or consolidation, the General Partner shall approve the Merger Agreement, which shall set forth:
(a) the The names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(b) the 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”);
(c) the The terms and conditions of the proposed merger or consolidation;
(d) the The manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or general or limited partner interests, rights, securities or obligations of the Surviving Business Entity; and (i) if any general or limited partner interests, securities or 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 obligations of the Surviving Business Entity, the cash, property or general or limited partner interests, rights, securities or obligations of any limited partnership, corporation, trust or other 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 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 or other entity (other than the Surviving Business Entity), or evidences thereof, are to be delivered;
(e) a A statement of any changes in the constituent documents or the adoption of new constituent documents (the 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;
(f) the The effective time of the merger, which may be the date of the filing of the certificate of merger pursuant to Section 14.4 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 is to be later than the date of the filing of the certificate of merger, the effective time shall be fixed no later than the time of the filing of the certificate of merger and stated therein); and
(g) such Such other provisions with respect to the proposed merger or consolidation as are deemed necessary or appropriate by the General Partner.
Appears in 1 contract
Procedure for Merger or Consolidation. Merger or consolidation of the Partnership pursuant to this Article XIV requires the prior approval of the General Partner. If the General Partner shall determine, in the exercise of its discretion, to consent to the merger or consolidation, the General Partner shall approve the Merger Agreement, which shall set forth:
(a) the names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(b) 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”);
(c) the terms and conditions of the proposed merger or consolidation;
(d) the manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or general or limited partner interests, rights, securities or obligations of the Surviving Business Entity; and (i) if any general or limited partner interests, securities or 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 obligations of the Surviving Business Entity, the cash, property or general or limited partner interests, rights, securities or obligations of any limited partnership, corporation, trust or other 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 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 or other entity (other than the Surviving Business Entity), or evidences thereof, are to be delivered;
(e) a statement of any changes in the constituent documents or the adoption of new constituent documents (the 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;
(f) the effective time of the merger, which may be the date of the filing of the certificate of merger pursuant to 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 is to be later than the date of the filing of the certificate of merger, the effective time shall be fixed no later than the time of the filing of the certificate of merger and stated therein); and
(g) such other provisions with respect to the proposed merger or consolidation as are deemed necessary or appropriate by the General Partner.
Appears in 1 contract
Samples: Limited Partnership Agreement (Markwest Energy Partners L P)
Procedure for Merger or Consolidation. Merger The merger or consolidation of the Partnership Company pursuant to this Article XIV 12 requires the prior approval or consent of Class A Members holding a majority of the General PartnerClass A Membership Interests and the board of directors of OGE Enogex GP. If the General Partner shall determine, in the exercise of its discretion, to consent to the merger or consolidationUpon such approval, the General Partner shall approve the Merger Agreement, which Agreement shall set forth:
(a) the names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(b) 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”);
(c) the terms and conditions of the proposed merger or consolidation;
(d) the manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or general rights or limited partner interestssecurities of, rightsor interests in, securities or obligations of the Surviving Business Entity; and (i) if any general or limited partner partnership or limited liability company interests, rights, securities or rights obligations of any constituent business entity are not to be exchanged or converted solely for, or into, cash, property or general rights or limited partner interestssecurities of, rightsor interests in, securities or obligations of the Surviving Business Entity, the cash, property or rights or securities of, or interests in, any general or limited partner interestspartnership, rights, securities or obligations of any limited partnershipliability company, corporation, trust or other entity (other than the Surviving Business Entity) which the holders of such general or limited partner interests, rights, securities or rights obligations of the constituent business entity are to receive receive, if any, in exchange for, or upon conversion of of, their general or limited partner interests, rights, securities or rights, obligations and (ii) in the case of securities represented by certificates, upon the surrender of such certificates, which cash, property or general rights or limited partner interestssecurities of, rightsor interests in, 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, if any;
(e) a statement of any changes in the constituent documents or the adoption of new constituent documents (the articles or certificate of incorporation, articles or certificate 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;
(f) the effective time of the mergermerger or consolidation, which may be the date of the filing of the certificate of merger pursuant to Section 14.4 11.3 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 mergermerger or consolidation, the effective time shall be fixed no later than the time of the filing of the certificate of merger or consolidation and stated therein); and
(g) such other provisions with respect to the proposed merger or consolidation as are deemed necessary or appropriate by the General PartnerManaging Member or the board of directors of OGE Enogex GP.
Appears in 1 contract
Samples: Limited Liability Company Agreement (OGE Enogex Partners L.P.)
Procedure for Merger or Consolidation. Merger or consolidation of the Partnership Company pursuant to this Article XIV Section 8.1 requires the prior approval of the General PartnerManagers. If the General Partner Managers shall determine, in the exercise of its their sole discretion, to consent to the merger or consolidation, the General Partner Managers shall approve the Merger Agreement, which shall set forth:
(ai) the names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(bii) 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”");
(ciii) the terms and conditions of the proposed merger or consolidation;
(div) the manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or general limited partnership or SOUTHWEST limited partner liability company interests, rights, securities or obligations of the Surviving Business Entity; provided that holders of Interests shall not receive general partnership interests in any such merger of consolidation; and (i) if any general or limited partner partnership or limited liability company interests, rights, securities or rights obligations of any constituent business entity are not to be exchanged or converted solely for, or into, cash, property or general limited partnership or limited partner liability company interests, rights, securities or obligations of the Surviving Business Entity, the cash, property or general limited partnership or limited partner liability company interests, rights, securities or obligations of any limited partnership, limited liability company, corporation, trust or other entity (other than the Surviving Business Entity) which the holders of such general or limited partner interests, rights, securities or rights obligations of the constituent business entity are to receive in exchange for, or upon conversion of of, their general or limited partner interests, rights, securities or rights, obligations and (ii) in the case of securities represented by certificates, upon the surrender of such certificates, which cash, property or general or limited partner 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;
(e) a statement of any changes in the constituent documents or the adoption of new constituent documents (the 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;
(f) the effective time of the merger, which may be the date of the filing of the certificate of merger pursuant to 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 is to be later than the date of the filing of the certificate of merger, the effective time shall be fixed no later than the time of the filing of the certificate of merger and stated therein); and
(gv) such other provisions with respect to the proposed merger or consolidation as are deemed necessary or appropriate by the General PartnerManagers.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Valor Telecommunications Southwest LLC)
Procedure for Merger or Consolidation. Merger or consolidation of the Partnership pursuant to this Article XIV requires the prior approval of the General Partner. If the General Partner shall determine, in the exercise of its discretion, to consent to the merger or consolidation, the General Partner shall approve the Merger Agreement, which shall set forth:
(a) the The names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(b) the 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");
(c) the The terms and conditions of the proposed merger or consolidation;
(d) the The manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or general or limited partner interests, rights, securities or obligations of the Surviving Business Entity; and (i) if any general or limited partner interests, securities or 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 obligations of the Surviving Business Entity, the cash, property or general or limited partner interests, rights, securities or obligations of any limited partnership, corporation, trust or other 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 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 or other entity (other than the Surviving Business Entity), or evidences thereof, are to be delivered;
(e) a A statement of any changes in the constituent documents or the adoption of new constituent documents (the 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;
(f) the The effective time of the merger, which may be the date of the filing of the certificate of merger pursuant to 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 is to be later than the date of the filing of the certificate of merger, the effective time shall be fixed no later than the time of the filing of the certificate of merger and stated therein); and
(g) such Such other provisions with respect to the proposed merger or consolidation as are deemed necessary or appropriate by the General Partner.
Appears in 1 contract
Procedure for Merger or Consolidation. Merger or consolidation of the Partnership pursuant to this Article XIV requires the prior approval of the General Partner. If the General Partner shall determine, in the exercise of its sole discretion, to consent to the merger or consolidation, the General Partner shall approve the Merger Agreement, which shall set forth:
(a) the The names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(b) the The name and jurisdiction jurisdictions of formation or organization of the business entity that is to survive the proposed merger or consolidation (the “"Surviving Business Entity”");
(c) the The terms and conditions of the proposed merger or consolidation;
(d) the The manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or general or limited partner partnership interests, rights, securities or obligations of the Surviving Business Entity; and (i1) if any general or limited partner partnership interests, securities or rights of any constituent business entity are not to be exchanged or converted solely for, or into, cash, property or general or limited partner partnership interests, rights, securities or obligations of the Surviving Business Entity, the cash, property or general or limited partner partnership interests, rights, securities or obligations of any limited partnership, corporation, trust or other entity (other than the Surviving Business Entity) which the holders of such general or limited partner interests, securities or rights partnership interest are to receive in exchange for, or upon conversion of of, their general or limited partner 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 partnership interests, rights, securities or 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 be delivered;
(e) a A statement of any changes in the constituent documents or the adoption of new constituent documents (the 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;
(f) the The effective time of the merger, which may be the date of the filing of the certificate of merger pursuant to Section 14.4 16.4 or a later date specified in or determinable in -72- 80 accordance with the Merger Agreement (provided, that if the effective time of the merger is to be later than the date of the filing of the certificate of merger, the effective time it shall be fixed no later than the time of the filing of the certificate of merger and stated therein); and
(g) such Such other provisions with respect to the proposed merger or consolidation as are deemed necessary or appropriate by the General Partner.
Appears in 1 contract
Samples: Limited Partnership Agreement (Kinder Morgan Management LLC)
Procedure for Merger or Consolidation. Merger or consolidation of the Partnership pursuant to this Article XIV XV requires the prior approval of the General Partner. If the General Partner shall determine, in the exercise of its sole discretion, to consent to the merger or consolidation, the General Partner shall approve the Merger Agreement, which shall set forth:
(a) the The names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(b) the The name and jurisdiction jurisdictions of formation or organization origination of the business entity that is to survive the proposed merger or consolidation (the “Surviving Business Entity”);
(c) the The terms and conditions of the proposed merger or consolidation;
(d) the The manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or general or limited partner interests, rights, securities or obligations of the Surviving Business Entity; and (i) if any general or limited partner interests, securities or 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 obligations of the Surviving Business Entity, the cash, property or general or limited partner interests, rights, securities or obligations of any limited partnership, corporation, trust or other 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 of, their general or limited partner 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 or other entity (other than the Surviving Business Entity), or evidences thereof, are to be delivered;
(e) a A statement of any changes in the constituent documents or the adoption of new constituent documents (the articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership partnership, certificate of limited liability company or other similar charter or governing document) of the Surviving Business Entity to be effected by such merger or consolidation;
(f) the The effective time of the merger, which may be the date of the filing of the certificate of merger pursuant to Section 14.4 15.4 or a later date specified in or determinable in accordance with the Merger Agreement (provided, that if the effective time of the merger is to be later than the date of the filing of the certificate of merger, the effective time shall be fixed no later than the time of the filing of the certificate of merger and stated therein); and
(g) such Such other provisions with respect to the proposed merger or consolidation as are deemed necessary or appropriate by the General Partner.
Appears in 1 contract
Samples: Agreement of Limited Partnership (Star Gas Finance Co)
Procedure for Merger or Consolidation. Merger or consolidation of the Partnership pursuant to this Article XIV requires the prior approval of the General Partner. If the General Partner shall determine, in the exercise of its discretion, to consent to the merger or consolidation, the General Partner shall approve the Merger Agreement, which shall set forth:
(a) the The names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(b) the The name and jurisdiction of formation or organization of the business entity that is to survive the proposed merger or consolidation (the “Surviving Business EntitySURVIVING BUSINESS ENTITY”);
(c) the The terms and conditions of the proposed merger or consolidation;
(d) the The manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or general or limited partner interests, rights, securities or obligations of the Surviving Business Entity; and (i) if any general or limited partner interests, securities or 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 obligations of the Surviving Business Entity, the cash, property or general or limited partner interests, rights, securities or obligations of any limited partnership, corporation, trust or other 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 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 or other entity (other than the Surviving Business Entity), or evidences thereof, are to be delivered;
(e) a A statement of any changes in the constituent documents or the adoption of new constituent documents (the 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;
(f) the The effective time of the merger, which may be the date of the filing of the certificate of merger pursuant to 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 is to be later than the date of the filing of the certificate of merger, the effective time shall be fixed no later than the time of the filing of the certificate of merger and stated therein); and
(g) such Such other provisions with respect to the proposed merger or consolidation as are deemed necessary or appropriate by the General Partner.
Appears in 1 contract
Procedure for Merger or Consolidation. Merger or consolidation of the Partnership pursuant to this Article XIV requires the prior approval of the General Partner. If the General Partner shall determine, in the exercise of its discretion, to consent to the merger or consolidation, the General Partner shall approve the Merger Agreement, which shall set forth:
(a) the The names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(b) the 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");
(c) the The terms and conditions of the proposed merger or consolidation;
(d) the The manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or general or limited partner interests, rights, securities or obligations of the Surviving Business Entity; and (i) if any general or limited partner interests, securities or 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 obligations of the Surviving Business Entity, the cash, property or general or limited partner interests, rights, securities or obligations of any limited partnership, corporation, trust or other 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 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 or other entity (other than the Surviving Business Entity), or evidences thereof, are to be delivered;
(e) a A statement of any changes in the constituent documents or the adoption of new constituent documents (the 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;
(f) the The effective time of the merger, which may be the date of the filing of the certificate of merger pursuant to Section 14.4 14.04 or a later date specified in or determinable in accordance with the Merger Agreement (provided, that if the effective time of the merger is to be later than the date of the filing of the certificate of merger, the effective time shall be fixed no later than the time of the filing of the certificate of merger and stated therein); and
(g) such Such other provisions with respect to the proposed merger or consolidation as are deemed necessary or appropriate by the General Partner.
Appears in 1 contract
Procedure for Merger or Consolidation. Merger or consolidation of the Partnership pursuant to this Article XIV X requires the prior approval of the General Partner. If the General Partner shall determine, in the exercise of its discretion, to consent to the merger or consolidation, the General Partner shall approve the Merger Agreement, which shall set forth:
(a) the names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(b) 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”);
(c) the terms and conditions of the proposed merger or consolidation;
(d) the manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or general or limited partner interests, rights, securities or obligations of the Surviving Business Entity; and (i) if any general or limited partner interests, securities or 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 obligations of the Surviving Business Entity, the cash, property or general or limited partner interests, rights, securities or obligations of any limited partnership, corporation, trust or other 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 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 or other entity (other than the Surviving Business Entity), or evidences thereof, are to be delivered;
(e) a statement of any changes in the constituent documents or the adoption of new constituent documents (the 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;
(f) the effective time of the merger, which may be the date of the filing of the certificate of merger pursuant to 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 is to be later than the date of the filing of the certificate of merger, 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 and stated thereinmerger); and
(g) such other provisions with respect to the proposed merger or consolidation as are deemed necessary or appropriate by the General Partner.
Appears in 1 contract
Samples: Limited Partnership Agreement (Penn Virginia Holding Corp)
Procedure for Merger or Consolidation. Merger or consolidation of the Partnership pursuant to this Article XIV requires the prior approval of the General Partner. If the General Partner shall determine, in the exercise of its sole discretion, to consent to the merger or consolidation, the General Partner shall approve the Merger Agreement, which shall set forth:
(a) the names The name and jurisdictions jurisdiction of formation or organization of each of the business entities proposing to merge or consolidate;
(b) the The name and jurisdiction jurisdictions of formation or organization of the business entity that is to survive the proposed merger or consolidation (hereafter designated as the “"Surviving Business Entity”");
(c) the The terms and conditions of the proposed merger or consolidation;
(d) the The manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or general or limited partner partnership interests, rights, securities or obligations of the Surviving Business Entity; and (i) if any general or limited partner partnership interests, securities or rights of any constituent business entity are not to be exchanged or converted solely for, or into, cash, property or general or limited partner partnership interests, rights, securities or obligations of the Surviving Business Entity, the cash, property or general or limited partner partnership interests, rights, securities or obligations of any limited partnership, corporation, trust or other entity (other than the Surviving Business Entity) which the holders of such general or limited partner interests, securities or rights partnership Interest are to receive in exchange for, or upon conversion of of, their general or limited partner 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 partnership interests, rights, securities or 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 be delivered;
(e) a A statement of any changes in the constituent documents or the adoption of new constituent documents (the 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;
(f) the The effective time of the merger, which may be the date of the filing of the certificate of merger pursuant to Section 14.4 15.4 or a later date specified in or determinable in accordance with the Merger Agreement (provided, that if the effective time of the merger is to be later than the date of the filing of the certificate of merger, the effective time it shall be fixed no later than the time of the filing of the certificate of merger and stated therein); and
(g) such Any amendment to this Agreement or the adoption, if any, of a new limited partnership agreement for any limited partnership that is the Surviving Business Entity, as permitted by Section 211(g) of the Delaware Act.
(h) Such other provisions with respect to the proposed merger or consolidation as are deemed necessary or appropriate by the General Partner.
Appears in 1 contract
Procedure for Merger or Consolidation. Merger or consolidation of the Partnership pursuant to this Article XIV requires the prior approval of the Managing General Partner. If the Managing General Partner shall determine, in the exercise of its discretion, to consent to the merger or consolidation, the Managing General Partner shall approve the Merger Agreement, which shall set forth:
(a) the The names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(b) the 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”);
(c) the The terms and conditions of the proposed merger or consolidation;
(d) the The manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or general or limited partner interests, rights, securities or obligations of the Surviving Business Entity; and (i) if any general or limited partner interests, securities or 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 obligations of the Surviving Business Entity, the cash, property or general or limited partner interests, rights, securities or obligations of any limited partnership, corporation, trust or other 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 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 or other entity (other than the Surviving Business Entity), or evidences thereof, are to be delivered;
(e) a A statement of any changes in the constituent documents or the adoption of new constituent documents (the 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;
(f) the effective time of the merger, which may be the date of the filing of the certificate of merger pursuant to 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 is to be later than the date of the filing of the certificate of merger, the effective time shall be fixed no later than the time of the filing of the certificate of merger and stated therein); and
(g) such other provisions with respect to the proposed merger or consolidation as are deemed necessary or appropriate by the General Partner.
Appears in 1 contract
Samples: Limited Partnership Agreement (Crestwood Equity Partners LP)
Procedure for Merger or Consolidation. Merger or consolidation of the Partnership pursuant to this Article XIV XVI requires the prior approval of the General Partner. If the General Partner shall determine, in the exercise of its sole discretion, to consent to the merger or consolidation, the General Partner shall approve the Merger Agreement, which shall set forth:
(a) the The names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(b) the The name and jurisdiction jurisdictions of formation or organization of the business entity that is to survive the proposed merger or consolidation (the “Surviving Business Entity”);
(c) the The terms and conditions of the proposed merger or consolidation;
(d) the The manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or general or limited partner partnership interests, rights, securities or obligations of the Surviving Business Entity; and (i) if any general or limited partner partnership interests, securities or rights of any constituent business entity are not to be exchanged or converted solely for, or into, cash, property or general or limited partner partnership interests, rights, securities or obligations of the Surviving Business Entity, the cash, property or general or limited partner partnership interests, rights, securities or obligations of any limited partnership, corporation, trust or other entity (other than the Surviving Business Entity) which the holders of such general or limited partner partnership interests, securities or rights are to receive in exchange for, or upon conversion of of, their general or limited partner partnership 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 partnership interests, rights, securities or 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 be delivered;
(e) a A statement of any changes in the constituent documents or the adoption of new constituent documents (the 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;
(f) the The effective time of the merger, which may be the date of the filing of the certificate of merger pursuant to Section 14.4 16.4 or a later date specified in or determinable in accordance with the Merger Agreement (provided, that if the effective time of the merger is to be later than the date of the filing of the certificate of merger, the effective time shall be fixed no later than the time of the filing of the certificate of merger and stated therein); and
(g) such Such other provisions with respect to the proposed merger or consolidation as are deemed necessary or appropriate by the General Partner.
Appears in 1 contract
Samples: Limited Partnership Agreement (Ferrellgas Finance Corp)
Procedure for Merger or Consolidation. Merger or consolidation of the Partnership pursuant to this Article XIV XV requires the prior approval of the General Partner. If the General Partner shall determine, in the exercise of its sole discretion, to consent to the merger or consolidation, the General Partner shall approve the Merger Agreement, which shall set forth:
(a) the The names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(b) the The name and jurisdiction jurisdictions of formation or organization origination of the business entity that is to survive the proposed merger or consolidation (the “"Surviving Business Entity”");
(c) the The terms and conditions of the proposed merger or consolidation;
(d) the The manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or general or limited partner interests, rights, securities or obligations of the Surviving Business Entity; and (i) if any general or limited partner interests, securities or 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 obligations of the Surviving Business Entity, the cash, property or general or limited partner interests, rights, securities or obligations of any limited partnership, corporation, trust or other 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 of, their general or limited partner 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 50 partnership, corporation, trust or other entity (other than the Surviving Business Entity), or evidences thereof, are to be delivered;
(e) a A statement of any changes in the constituent documents or the adoption of new constituent documents (the 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;
(f) the The effective time of the merger, which may be the date of the filing of the certificate of merger pursuant to Section 14.4 15.4 or a later date specified in or determinable in accordance with the Merger Agreement (provided, that if the effective time of the merger is to be later than the date of the filing of the certificate of merger, the effective time shall be fixed no later than the time of the filing of the certificate of merger and stated therein); and
(g) such Such other provisions with respect to the proposed merger or consolidation as are deemed necessary or appropriate by the General Partner.
Appears in 1 contract
Samples: Agreement of Limited Partnership (Star Gas Partners Lp)
Procedure for Merger or Consolidation. Merger or consolidation of the Partnership pursuant to this Article XIV XV requires the prior approval of the General Partner. If the General Partner shall determine, in the exercise of its sole discretion, to consent to the merger or consolidation, the General Partner shall approve the Merger Agreement, which shall set forth:
(a) the The names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(b) the The name and jurisdiction jurisdictions of formation or organization of the business entity that is to survive the proposed merger or consolidation (the “"Surviving Business Entity”");
(c) the The terms and conditions of the proposed merger or consolidation;
(d) the The manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or general or limited partner partnership interests, rights, securities or obligations of the Surviving Business Entity; and (i) if any general or limited partner interests, securities or 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 obligations of the Surviving Business Entity, the cash, property or general or limited partner interests, rights, securities or obligations of any limited partnership, corporation, trust or other 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 of, their general or limited partner 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 or other entity (other than the Surviving Business Entity), or evidences thereof, are to be delivered;
(e) a A statement of any changes in the constituent documents or the adoption of new constituent documents (the 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;
(f) the The effective time of the merger, which may be the date of the filing of the certificate of merger pursuant to Section 14.4 15.4 or a later date specified in or determinable in accordance with the Merger Agreement (provided, that if the effective time of the merger is to be later than the date of the filing of the certificate of merger, the effective time shall be fixed no later than the time of the filing of the certificate of merger and stated therein); and
(g) such Such other provisions with respect to the proposed merger or consolidation as are deemed necessary or appropriate by the General Partner.
Appears in 1 contract
Samples: Limited Partnership Agreement (Amerigas Partners Lp)
Procedure for Merger or Consolidation. Merger or consolidation of the Partnership pursuant to this Article XIV requires the prior approval of the General Partner. If the General Partner shall determine, in the exercise of its discretion, to consent to the merger or consolidation, the General Partner shall approve the Merger Agreement, which shall set forth:
(a) the The names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(b) the The name and jurisdiction of formation or organization of the business entity that is to survive the proposed merger or consolidation (the “Surviving Business EntitySURVIVING BUSINESS ENTITY”);
(c) the The terms and conditions of the proposed merger or consolidation;
(d) the The manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or general or limited partner interests, rights, securities or obligations of the Surviving Business Entity; and (i) if any general or limited partner interests, securities or 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 obligations of the Surviving Business Entity, the cash, property or general or limited partner interests, rights, securities or obligations of any limited partnership, corporation, trust or other 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 securities represented by certificates, upon the surrender of such certificates, which cash, property or or
(e) general or limited partner interests, rights, securities or 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 be delivered;
(ef) a A statement of any changes in the constituent documents or the adoption of new constituent documents (the 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;
(fg) the The effective time of the merger, which may be the date of the filing of the certificate of merger pursuant to 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 is to be later than the date of the filing of the certificate of merger, the effective time shall be fixed no later than the time of the filing of the certificate of merger and stated therein); and
(gh) such Such other provisions with respect to the proposed merger or consolidation as are deemed necessary or appropriate by the General Partner.
Appears in 1 contract
Procedure for Merger or Consolidation. Merger or consolidation of the Partnership pursuant to this Article XIV requires the prior approval of the General PartnerPartnership Policy Committee. If the General Partner Partnership Policy Committee shall determine, in the exercise of its sole discretion, to consent to the merger or consolidation, the General Partner Partnership Policy Committee shall approve the Merger Agreement, which shall set forth:
(a) the The names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(b) the The name and jurisdiction jurisdictions of formation or organization of the business entity that is to survive the proposed merger or consolidation (the “Surviving Business Entity”"SURVIVING BUSINESS ENTITY");
(c) the The terms and conditions of the proposed merger or consolidation;
(d) the The manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or general or limited partner partnership interests, rights, securities or obligations of the Surviving Business Entity; and (i) if any general or limited partner partnership interests, securities or rights of any constituent business entity are not to be exchanged or converted solely for, or into, cash, property or general or limited partner partnership interests, rights, securities or obligations of the Surviving Business Entity, the cash, property or general or limited partner partnership interests, rights, securities or obligations of any limited partnership, corporation, trust or other entity (other than the Surviving Business Entity) which the holders of such general or limited partner interests, securities or rights partnership interest are to receive in exchange for, or upon conversion of of, their general or limited partner 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 partnership interests, rights, securities or 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 be delivered;
(e) a A statement of any changes in the constituent documents or the adoption of new constituent documents (the 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;
(f) the The effective time of the merger, which may be the date of the filing of the certificate of merger pursuant to Section 14.4 16.4 or a later date specified in or determinable in accordance with the Merger Agreement (provided, that if the effective time of the merger is to be later than the date of the filing of the certificate of merger, the effective time shall be fixed no later than the time of the filing of the certificate of merger and stated therein); and
(g) such Such other provisions with respect to the proposed merger or consolidation as are deemed necessary or appropriate by the General PartnerPartnership Policy Committee.
Appears in 1 contract
Samples: Limited Partnership Agreement (Northern Border Partners Lp)
Procedure for Merger or Consolidation. (a) Merger or consolidation of the Partnership pursuant to this Article XIV requires the prior approval consent of the General Partner. , provided, however, that, to the fullest extent permitted by law, the General Partner, in declining to consent to a merger or consolidation, may act in its sole discretion.
(b) If the General Partner shall determine, in the exercise of its discretion, determine to consent to the merger or consolidation, the General Partner shall approve the Merger Agreement, which shall set forth:
(ai) the names name and jurisdictions jurisdiction of formation or organization of each of the business entities proposing to merge or consolidate;
(bii) 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”);
(ciii) the terms and conditions of the proposed merger or consolidation;
(div) the manner and basis of exchanging or converting the equity securities interests of each constituent business entity for, or into, cash, property or general or limited partner interests, rights, securities or obligations of the Surviving Business Entity; and (iA) if any general or limited partner interests, securities or 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 obligations of the Surviving Business Entity, then the cash, property or general or limited partner interests, rights, securities or obligations of any general or limited partnership, corporation, trust trust, limited liability company, unincorporated business or other entity (other than the Surviving Business Entity) which AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP 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 (iiB) in the case of securities equity interests 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 trust, limited liability company, unincorporated business or other entity (other than the Surviving Business Entity), or evidences thereof, are to be delivered;
(ev) a statement of any changes in the constituent documents or the adoption of new constituent documents (the 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;
(fvi) the effective time of the merger, which may be the date of the filing of the certificate of merger pursuant to 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 is to be later than the date of the filing of the such certificate of merger, 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 and stated thereinmerger); and
(gvii) such other provisions with respect to the proposed merger or consolidation as are deemed that the General Partner determines to be necessary or appropriate by the General Partnerappropriate.
Appears in 1 contract
Samples: Limited Partnership Agreement (Oasis Midstream Partners LP)
Procedure for Merger or Consolidation. Merger or consolidation of the Partnership pursuant to this Article XIV requires the prior approval of the General Partner. If the General Partner shall determine, in the exercise of its sole discretion, to consent to the merger or consolidation, the General Partner shall approve the Merger Agreement, which shall set forth:
(a) the The names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(b) the The name and jurisdiction jurisdictions of formation or organization of the business entity that is to survive the proposed merger or consolidation (hereafter designated as the “Surviving Business Entity”);
(c) the The terms and conditions of the proposed merger or consolidation;
(d) the The manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or general or limited partner partnership interests, rights, securities or obligations of the Surviving Business Entity; and (i) if any general or limited partner partnership interests, securities or rights of any constituent business entity are not to be exchanged or converted solely for, or into, cash, property or general or limited partner partnership interests, rights, securities or obligations of the Surviving Business Entity, the cash, property or general or limited partner partnership interests, rights, securities or obligations of any limited partnership, corporation, trust or other entity (other than the Surviving Business Entity) which that the holders of such general or limited partner interests, securities or rights partnership interests are to receive in exchange for, or upon conversion of of, their general or limited partner 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 partnership interests, rights, securities or 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 be delivered;
(e) a A statement of any changes in the constituent documents or the adoption of new constituent documents (the articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership partnership, certificate of limited liability company or other similar charter or governing document) of the Surviving Business Entity to be effected by such merger or consolidation;
(f) the The effective time of the merger, which may be the date of the filing of the certificate of merger pursuant to Section 14.4 15.4 or a later date specified in or determinable in accordance with the Merger Agreement (providedprovided that, that if the effective time of the merger is to be later than the date of the filing of the certificate of merger, the effective time it shall be fixed no later than the time of the filing of the certificate of merger and stated therein); and
(g) such Such other provisions with respect to the proposed merger or consolidation as are deemed necessary or appropriate by the General Partner.
Appears in 1 contract
Samples: Agreement of Limited Partnership (Terra Nitrogen Co L P /De)
Procedure for Merger or Consolidation. Merger or consolidation of the Partnership Company pursuant to this Article XIV requires the prior approval of the General PartnerManager. If the General Partner Manager shall determine, in the exercise of its discretion, to consent to the merger or consolidation, the General Partner Manager shall approve the Merger Agreement, which shall set forth:
(a) the The names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(b) the 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”);
(c) the The terms and conditions of the proposed merger or consolidation;
(d) the The manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or general or limited partner interests, rights, securities or obligations of the Surviving Business Entity; and (i) if any general or limited partner interests, securities or 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 obligations of the Surviving Business Entity, the cash, property or general or limited partner interests, rights, securities or obligations of any limited partnership, corporation, trust or other 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 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 or other entity (other than the Surviving Business Entity), or evidences thereof, are to be delivered;
(e) a A statement of any changes in the constituent documents or the adoption of new constituent documents (the 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;
(f) the The effective time of the merger, which may be the date of the filing of the certificate of merger pursuant to 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 is to be later than the date of the filing of the certificate of merger, the effective time shall be fixed no later than the time of the filing of the certificate of merger and stated therein); and
(g) such Such other provisions with respect to the proposed merger or consolidation as are deemed necessary or appropriate by the General PartnerManager.
Appears in 1 contract
Samples: Company Agreement (Enterprise Products Partners L P)
Procedure for Merger or Consolidation. Merger or consolidation of the Partnership pursuant to this Article XIV requires the prior approval of the General Partner, including Special Approval from the Conflicts Committee. If the General Partner shall determine, in the exercise of its discretion, to consent to the merger or consolidationconsolidation and if Special Approval has been obtained, the General Partner shall approve the Merger Agreement, which shall set forth:
(a) the The names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(b) the 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”");
(c) the The terms and conditions of the proposed merger or consolidation;
(d) the The manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or general or limited partner interests, rights, securities or obligations of the Surviving Business Entity; and (i) if any general or limited partner interests, securities or 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 obligations of the Surviving Business Entity, the cash, property or general or limited partner interests, rights, securities or obligations of any limited partnership, corporation, trust or other 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 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 or other entity (other than the Surviving Business Entity), or evidences thereof, are to be delivered;
(e) a A statement of any changes in the constituent documents or the adoption of new constituent documents (the 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;
(f) the The effective time of the merger, which may be the date of the filing of the certificate of merger pursuant to 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 is to be later than the date of the filing of the certificate of merger, the effective time shall be fixed no later than the time of the filing of the certificate of merger and stated therein); and
(g) such Such other provisions with respect to the proposed merger or consolidation as are deemed necessary or appropriate by the General Partner.
Appears in 1 contract
Samples: Limited Partnership Agreement (Williams Energy Partners L P)
Procedure for Merger or Consolidation. Merger or consolidation of the Partnership pursuant to this Article XIV requires the prior approval of the General Partner. If the General Partner shall determine, in the exercise of its sole discretion, to consent to the merger or consolidation, the General Partner shall approve the Merger Agreement, which shall set forth:: 39
(a) the names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(b) the name and jurisdiction jurisdictions of formation or organization of the business entity that is to survive the proposed merger or consolidation (hereafter designated as the “"Surviving Business Entity”");
(c) the terms and conditions of the proposed merger or consolidation;
(d) the manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or general or limited partner partnership interests, rights, securities or obligations of the Surviving Business Entity; and (i) if any general or limited partner partnership interests, securities or rights of any constituent business entity are not to be exchanged or converted solely for, or into, cash, property or general or limited partner partnership interests, rights, securities or obligations of the Surviving Business Entity, the cash, property or general or limited partner partnership interests, rights, securities or obligations of any limited partnership, corporation, trust or other entity (other than the Surviving Business Entity) which the holders of such general or limited partner interests, securities or rights partnership interest 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 securities represented by certificates, upon the surrender of such certificates, which cash, property or general or limited partner partnership interests, rights, securities or 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 be delivered;
(e) a statement of any amendments or other changes in the constituent documents or the adoption of new constituent documents (the articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership or other similar charter or governing document), or the adoption of new constituent documents, in either case as contemplated in Section 17-211(g) of the Delaware Act, of the Surviving Business Entity to be effected by such merger or consolidation;
(f) the effective time of the merger, which may be the date of the filing of the certificate of merger pursuant to Section 14.4 16.4 or a later date specified in or determinable in accordance with the Merger Agreement (provided, Agreement; provided that if the effective time of the merger is to be later than the date of the filing of the certificate of merger, the effective time it shall be fixed no later than the time of the filing of the certificate of merger and stated therein); and
(g) such other provisions with respect to the proposed merger or consolidation as are deemed necessary or appropriate by the General Partner.
Appears in 1 contract
Samples: Limited Partnership Agreement (Felcor Lodging Trust Inc)
Procedure for Merger or Consolidation. Merger or consolidation of the Partnership pursuant to this Article XIV requires the prior approval of the General Partner. Any determination by the General Partner to approve a merger or consolidation shall be at its option. If the General Partner shall determine, in the exercise of its discretion, determine to consent to the merger or consolidation, the General Partner shall approve the Merger Agreement, which shall set forth:
(a) the names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;; HEP LOGISTICS HOLDINGS, L.P. FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
(b) 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”");
(c) the terms and conditions of the proposed merger or consolidation;
(d) the manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or general or limited partner interests, rights, securities or obligations of the Surviving Business Entity; and (i) if any general or limited partner interests, securities or 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 obligations of the Surviving Business Entity, the cash, property or general or limited partner interests, rights, securities or obligations of any limited partnership, corporation, trust or other entity (other than the Surviving Business Entity) which that 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 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 or other entity (other than the Surviving Business Entity), or evidences thereof, are to be delivered;
(e) a statement of any changes in the constituent documents or the adoption of new constituent documents (the 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;
(f) the effective time of the merger, which may be the date of the filing of the certificate of merger pursuant to 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 is to be later than the date of the filing of the certificate of merger, the effective time shall be fixed no later than the time of the filing of the certificate of merger and stated therein); and
(g) such other provisions with respect to the proposed merger or consolidation as are deemed that the General Partner determines to be necessary or appropriate by the General Partnerappropriate.
Appears in 1 contract
Samples: Limited Partnership Agreement (Holly Energy Partners Lp)
Procedure for Merger or Consolidation. (a) Merger or consolidation of the Partnership pursuant to this Article XIV requires the prior approval consent of the General Partner. , provided, however, that, to the fullest extent permitted by law, the General Partner, in declining to consent to a merger or consolidation, may act in its sole discretion.
(b) If the General Partner shall determine, in the exercise of its discretion, determine to consent to the merger or consolidation, the General Partner shall approve the Merger Agreement, which shall set forth:
(ai) the names name and jurisdictions jurisdiction of formation or organization of each of the business entities proposing to merge or consolidate;
(bii) 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”);
(ciii) the terms and conditions of the proposed merger or consolidation;; ARC LOGISTICS PARTNERS LP FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
(div) the manner and basis of exchanging or converting the equity securities interests of each constituent business entity for, or into, cash, property or general or limited partner interests, rights, securities or obligations of the Surviving Business Entity; and (i) if any general or limited partner interests, securities or 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 obligations of the Surviving Business Entity, then the cash, property or general or limited partner interests, rights, securities or obligations of any general or limited partnership, corporation, trust trust, limited liability company, unincorporated business or other 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 securities equity interests 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 trust, limited liability company, unincorporated business or other entity (other than the Surviving Business Entity), or evidences thereof, are to be delivered;
(ev) a statement of any changes in the constituent documents or the adoption of new constituent documents (the 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;
(fvi) the effective time of the merger, which may be the date of the filing of the certificate of merger pursuant to 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 is to be later than the date of the filing of the such certificate of merger, 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 and stated thereinmerger); and
(gvii) such other provisions with respect to the proposed merger or consolidation as are deemed that the General Partner determines to be necessary or appropriate by the General Partnerappropriate.
Appears in 1 contract
Samples: Limited Partnership Agreement (Arc Logistics Partners LP)
Procedure for Merger or Consolidation. Merger or consolidation of the Partnership pursuant to this Article XIV requires the prior approval of the General Partner. If the General Partner shall determine, in the exercise of its sole discretion, to consent to the merger or consolidation, the General Partner shall approve the Merger Agreement, which shall set forth:
(a) the 17.2.1 The names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(b) the 17.2.2 The name and jurisdiction jurisdictions of formation or organization of the business entity that is to survive the proposed merger or consolidation (hereafter designated as the “?Surviving Business Entity”?);
(c) the 17.2.3 The terms and conditions of the proposed merger or consolidation;
(d) the 17.2.4 The manner and basis of exchanging or converting the equity securities of each constituent business entity for, for or into, into cash, property or general or limited partner partnership interests, rights, securities or obligations of the Surviving Business Entity; and (ia) if any general or limited partner partnership interests, securities or rights of any constituent business entity are not to be exchanged or converted solely for, or into, cash, property or general or limited partner partnership interests, rights, securities or obligations of the Surviving Business Entity, the cash, property or general or limited partner partnership interests, rights, securities or obligations of any limited partnership, corporation, trust or other entity (other than the Surviving Business Entity) which the holders of such general or limited partner interests, securities or rights partnership interests are to receive in exchange for, or upon conversion of of, their general or limited partner interests, securities or rights, and (iib) in the case of securities represented by certificates, upon the surrender of such certificates, which cash, property or general or limited partner partnership interests, rights, securities or 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 be delivered;
(e) a 17.2.5 A statement of any changes in the constituent documents or the adoption of new constituent documents (the 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;
(f) the 17.2.6 The effective time of the merger, which may be the date of the filing of the certificate of merger pursuant to Section 14.4 hereof or a later date specified in or determinable in accordance with the Merger Agreement (provided, provided that if the effective time of the merger is to be later than the date of the filing of the certificate of merger, the effective time it shall be fixed no later than the time of the filing of the certificate of merger and stated therein); and
(g) such 17.2.7 Such other provisions with respect to the proposed merger or consolidation as are deemed necessary or appropriate by the General Partnerdesirable.
Appears in 1 contract
Samples: Limited Partnership Agreement (Kaneb Pipe Line Partners L P)
Procedure for Merger or Consolidation. Merger or consolidation of the Partnership pursuant to this Article XIV XVI requires the prior approval of the General Partner. If the General Partner shall determine, in the exercise of its sole discretion, to consent to the merger or consolidation, the General Partner shall approve the Merger Agreement, which shall set forth:
(a) the The names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(b) the The name and jurisdiction jurisdictions of formation or organization of the business entity that is to survive the proposed merger or consolidation (the “Surviving Business Entity”);
(c) the The terms and conditions of the proposed merger or consolidation;
(d) the The manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or general or limited partner partnership interests, US-DOCS\98994761.5 rights, securities or obligations of the Surviving Business Entity; and (i) if any general or limited partner partnership interests, securities or rights of any constituent business entity are not to be exchanged or converted solely for, or into, cash, property or general or limited partner partnership interests, rights, securities or obligations of the Surviving Business Entity, the cash, property or general or limited partner partnership interests, rights, securities or obligations of any limited partnership, corporation, trust or other entity (other than the Surviving Business Entity) which the holders of such general or limited partner partnership interests, securities or rights are to receive in exchange for, or upon conversion of of, their general or limited partner partnership 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 partnership interests, rights, securities or 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 be delivered;
(e) a A statement of any changes in the constituent documents or the adoption of new constituent documents (the 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;
(f) the The effective time of the merger, which may be the date of the filing of the certificate of merger pursuant to Section 14.4 16.4 or a later date specified in or determinable in accordance with the Merger Agreement (provided, that if the effective time of the merger is to be later than the date of the filing of the certificate of merger, the effective time shall be fixed no later than the time of the filing of the certificate of merger and stated therein); and
(g) such Such other provisions with respect to the proposed merger or consolidation as are deemed necessary or appropriate by the General Partner.
Appears in 1 contract
Samples: Limited Partnership Agreement (Ferrellgas Partners Finance Corp)
Procedure for Merger or Consolidation. Merger or consolidation of the Partnership pursuant to this Article XIV requires the prior approval of the General Partner. If the General Partner shall determine, in the exercise of its sole discretion, to consent to the merger or consolidation, the General Partner shall approve the Merger Agreement, which shall set forth:
(a) the The names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(b) the The name and jurisdiction jurisdictions of formation or organization of the business entity that is to survive the proposed merger or consolidation (the “Surviving Business Entity”"SURVIVING BUSINESS ENTITY");
(c) the The terms and conditions of the proposed merger or consolidation;
(d) the The manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or general or limited partner partnership interests, rights, securities or obligations of the Surviving Business Entity; and (i) if any general or limited partner partnership interests, securities or rights of any constituent business entity are not to be exchanged or converted solely for, or into, cash, property or general or limited partner partnership interests, rights, securities or obligations of the Surviving Business Entity, the cash, property or general or limited partner partnership interests, rights, securities or obligations of any limited partnership, corporation, trust or other entity (other than the Surviving Business Entity) which the holders of such general or limited partner interests, securities or rights partnership interest are to receive in exchange for, or upon conversion of of, their general or limited partner 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 partnership interests, rights, securities or 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 be delivered;
(e) a A statement of any changes in the constituent documents or the adoption of new constituent documents (the 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;
(f) the The effective time of the merger, which may be the date of the filing of the certificate of merger pursuant to Section 14.4 15.4 or a later date specified in or determinable in accordance with the Merger Agreement (provided, that if the effective time of the merger is to be later than the date of the filing of the certificate of merger, the effective time shall be fixed no later than the time of the filing of the certificate of merger and stated therein); and
(g) such Such other provisions with respect to the proposed merger or consolidation as are deemed necessary or appropriate by the General Partner.
Appears in 1 contract
Samples: Limited Partnership Agreement (Eott Energy Canada Lp)
Procedure for Merger or Consolidation. Merger or consolidation of the Partnership pursuant to this Article XIV requires the prior approval of the General Partner. If the General Partner shall determine, in the exercise of its sole discretion, to consent to the merger or consolidation, the General Partner shall approve the Merger Agreement, which shall set forth:
(a) the 17.2.1 The names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(b) the 17.2.2 The name and jurisdiction jurisdictions of formation or organization of the business entity that is to survive the proposed merger or consolidation (hereafter designated as the “"Surviving Business Entity”");
(c) the 17.2.3 The terms and conditions of the proposed merger or consolidation;
(d) the 17.2.4 The manner and basis of exchanging or converting the equity securities of each constituent business entity for, for or into, into cash, property or general or limited partner partnership interests, rights, securities or obligations of the Surviving Business Entity; and (ia) if any general or limited partner partnership interests, securities or rights of any constituent business entity are not to be exchanged or converted solely for, or into, cash, property or general or limited partner partnership interests, rights, securities or obligations of the Surviving Business Entity, the cash, property or general or limited partner partnership interests, rights, securities or obligations of any limited partnership, corporation, trust or other entity (other than the Surviving Business Entity) which the holders of such general or limited partner interests, securities or rights partnership interests are to receive in exchange for, or upon conversion of of, their general or limited partner interests, securities or rights, and (iib) in the case of securities represented by certificates, upon the surrender of such certificates, which cash, property or general or limited partner partnership interests, rights, securities or 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 be delivered;
(e) a 17.2.5 A statement of any changes in the constituent documents or the adoption of new constituent documents (the 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;
(f) the 17.2.6 The effective time of the merger, which may be the date of the filing of the certificate of merger pursuant to Section 14.4 hereof or a later date specified in or determinable in accordance with the Merger Agreement (provided, provided that if the effective time of the merger is to be later than the date of the filing of the certificate of merger, the effective time it shall be fixed no later than the time of the filing of the certificate of merger and stated therein); and
(g) such 17.2.7 Such other provisions with respect to the proposed merger or consolidation as are deemed necessary or appropriate by the General Partnerdesirable.
Appears in 1 contract
Samples: Limited Partnership Agreement (Kaneb Pipe Line Partners L P)
Procedure for Merger or Consolidation. Merger or consolidation of the Partnership Company pursuant to this Article XIV requires the prior approval of the General PartnerBoard. If the General Partner Board shall determine, in the exercise of its discretion, to consent to the merger or consolidation, the General Partner Board shall approve the Merger Agreement, which shall set forth:
(a) the The names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(b) the 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”");
(c) the The terms and conditions of the proposed merger or consolidation;
(d) the The manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or general or limited partner interests, rights, securities or obligations of the Surviving Business Entity; and (i) if any general or limited partner interests, securities or 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 obligations of the Surviving Business Entity, the cash, property or general or limited partner interests, rights, securities or obligations of any limited partnership, corporation, trust or other entity (other than the Surviving Business Entity) which that the holders of such general or limited partner interests, securities or rights are to receive in exchange for, or upon conversion of conv ersion of, their general or limited partner 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 or other entity (other than the Surviving Business Entity), or evidences thereof, are to be delivered;
(e) a A statement of any changes in the constituent documents or the adoption of new constituent documents (the 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;
(f) the The effective time of the merger, which may be the date of the filing of the certificate of merger pursuant to 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 is to be later than the date of the filing of the certificate of merger, the effective time shall be fixed no later than the time of the filing of the certificate of merger and stated therein); and
(g) such Such other provisions with respect to the proposed merger or consolidation as are deemed necessary or appropriate by the General PartnerBoard or as required by applicable law.
Appears in 1 contract
Samples: Operating Agreement (U S Timberlands Klamath Falls LLC)
Procedure for Merger or Consolidation. Merger or consolidation of the Partnership pursuant to this Article XIV requires the prior approval of the General Partner. If the General Partner shall determine, in the exercise of its discretion, to consent to the merger or consolidation, the General Partner shall approve the Merger Agreement, which shall set forth:
(a) the The names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(b) the 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");
(c) the The terms and conditions of the proposed merger or consolidation;
(d) the The manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or general or limited partner interests, rights, securities or obligations of the Surviving Business Entity; and (i) if any general or limited partner interests, securities or 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 obligations of the Surviving Business Entity, the cash, property or general or limited partner interests, rights, securities or obligations of any limited partnership, corporation, trust or other 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 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 or other entity (other than the Surviving Business Entity), or evidences thereof, are to be delivered;; SHAMROCK LOGISTICS OPERATIONS, L.P.
(e) a A statement of any changes in the constituent documents or the adoption of new constituent documents (the 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;
(f) the The effective time of the merger, which may be the date of the filing of the certificate of merger pursuant to 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 is to be later than the date of the filing of the certificate of merger, the effective time shall be fixed no later than the time of the filing of the certificate of merger and stated therein); and
(g) such Such other provisions with respect to the proposed merger or consolidation as are deemed necessary or appropriate by the General Partner.
Appears in 1 contract
Procedure for Merger or Consolidation. Merger or consolidation of the Partnership pursuant to this Article XIV requires the prior approval of the General Partner. If the General Partner shall determine, in the exercise of its discretion, to consent to the merger or consolidation, the General Partner shall approve the Merger Agreement, which shall set forth:
(a) the The names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(b) the 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”");
(c) the The terms and conditions of the proposed merger or consolidation;
(d) the The manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or general or limited partner interests, rights, securities or obligations of the Surviving Business Entity; and (i) if any general or limited partner interests, securities or 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 obligations of the Surviving Business Entity, the cash, property or general or limited partner interests, rights, securities or obligations of any limited partnership, corporation, trust or other 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 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 or other entity (other than the Surviving Business Entity), or evidences thereof, are to be delivered;
(e) a A statement of any changes in the constituent documents or the adoption of new constituent documents (the 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;
(f) the The effective time of the merger, which may be the date of the filing of the certificate of merger pursuant to 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 is to be later than the date of the filing of the certificate of merger, the effective time shall be fixed no later than the time of the filing of the certificate of merger and stated therein); and
(g) such Such other provisions with respect to the proposed merger or consolidation as are deemed necessary or appropriate by the General Partner.. All American Pipeline, L.P.
Appears in 1 contract
Samples: Agreement of Limited Partnership (Plains All American Pipeline Lp)
Procedure for Merger or Consolidation. (a) Merger or consolidation of the Partnership pursuant to this Article XIV requires the prior approval consent of the General Partner. , provided, however, that, to the fullest extent permitted by law, the General Partner, in declining to consent to a merger or consolidation, may act in its sole discretion.
(b) If the General Partner shall determine, in the exercise of its discretion, determine to consent to the merger or consolidation, the General Partner shall approve the Merger Agreement, which shall set forth:
(ai) the names name and jurisdictions jurisdiction of formation or organization of each of the business entities proposing to merge or consolidate;
(bii) 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”);; FORESIGHT ENERGY LP FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
(ciii) the terms and conditions of the proposed merger or consolidation;
(div) the manner and basis of exchanging or converting the equity securities interests of each constituent business entity for, or into, cash, property or general or limited partner interests, rights, securities or obligations of the Surviving Business Entity; and (iA) if any general or limited partner interests, securities or 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 obligations of the Surviving Business Entity, then the cash, property or general or limited partner interests, rights, securities or obligations of any general or limited partnership, corporation, trust trust, limited liability company, unincorporated business or other 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 (iiB) in the case of securities equity interests 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 trust, limited liability company, unincorporated business or other entity (other than the Surviving Business Entity), or evidences thereof, are to be delivered;
(ev) a statement of any changes in the constituent documents or the adoption of new constituent documents (the 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;
(fvi) the effective time of the merger, which may be the date of the filing of the certificate of merger pursuant to 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 is to be later than the date of the filing of the such certificate of merger, 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 and stated thereinmerger); and
(gvii) such other provisions with respect to the proposed merger or consolidation as are deemed that the General Partner determines to be necessary or appropriate by the General Partnerappropriate.
Appears in 1 contract
Samples: Limited Partnership Agreement (Foresight Energy LP)
Procedure for Merger or Consolidation. Merger or consolidation of the Partnership pursuant to this Article XIV requires the prior approval of the General Partner. If the General Partner shall determine, in the exercise of its sole discretion, to consent to the merger or consolidation, the General Partner shall approve the Merger Agreement, which shall set forth:
(a) the The names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(b) the The name and jurisdiction jurisdictions of formation or organization of the business entity that is to survive the proposed merger or consolidation (hereafter designated as the “"Surviving Business Entity”");
(c) the The terms and conditions of the proposed merger or consolidation;
(d) the The manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or general or limited partner partnership interests, rights, securities or obligations of the Surviving Business Entity; and (i) if any general or limited partner partnership interests, securities or rights of any constituent business entity are not to be exchanged or converted solely for, or into, cash, property or general or limited partner partnership interests, rights, securities or obligations of the Surviving Business Entity, the cash, property or general or limited partner partnership interests, rights, securities or obligations of any limited partnership, corporation, trust or other entity (other than the Surviving Business Entity) which the holders of such general or limited partner interests, securities or rights partnership interests are to receive in exchange for, or upon conversion of of, their general or limited partner 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 partnership interests, rights, securities or 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, thereof are to be delivered;
(e) a A statement of any changes in the constituent documents or the adoption of new constituent documents (the 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;
(f) the The effective time of the merger, which may be the date of the filing of the certificate of merger pursuant to Section 14.4 16.4 hereof or a later date specified in or determinable in accordance with the Merger Agreement (provided, provided that if the effective time of the merger is to be later than the date of the filing of the certificate of merger, the effective time it shall be fixed no later than the time of the filing of the certificate of merger and stated therein); and
(g) such Such other provisions with respect to the proposed merger or consolidation as are deemed necessary or appropriate by the General Partnerdesirable.
Appears in 1 contract
Samples: Limited Partnership Agreement (Plum Creek Timber Co L P)
Procedure for Merger or Consolidation. Merger or consolidation of the Partnership pursuant to this Article XIV requires the prior approval 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 or consolidation 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 or consolidation, 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 Agreement, any Group Member Agreement, any other agreement contemplated hereby or under the Delaware Act or any other law, rule or regulation or at equity. If the General Partner shall determine, in the exercise of its discretion, determine to consent to the merger or consolidation, the General Partner shall approve the Merger Agreement, which shall set forth:
(a) the names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;
(b) 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”);
(c) the terms and conditions of the proposed merger or consolidation;
(d) the manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or general or limited partner interests, rights, securities or obligations of the Surviving Business Entity; and (i) if any general or limited partner interests, securities or 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 obligations of the Surviving Business Entity, the cash, property or general or limited partner interests, rights, securities or obligations of any general or limited partnership, corporation, trust trust, limited liability company, unincorporated business or other 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, 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 trust, limited liability company, unincorporated business or other entity (other than the Surviving Business Entity), or evidences thereof, are to be delivered;
(e) a statement of any changes in the constituent documents or the adoption of new constituent documents (the 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;
(f) the effective time of the merger, which may be the date of the filing of the certificate of merger pursuant to 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 is to be later than the date of the filing of the such certificate of merger, 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 and stated therein); and
(g) such other provisions with respect to the proposed merger or consolidation as are deemed that the General Partner determines to be necessary or appropriate by the General Partnerappropriate.
Appears in 1 contract
