Solely Owned Segments Sample Clauses

Solely Owned Segments. If less than all Owners approve any Extension Proposal on or before the close of business on the ten (10) day after such Extension Proposal is submitted to the Committee for approval, then all of the Owners hereby agree that the Owner(s) whose Owner Representatives voted for the Extension Proposal shall thereafter be free to pursue the acquisition, construction, installation, operation and marketing of capacity for the extended/expanded portion of the Gathering System comprising such Extension Proposal (in each case, the portion of such extended/expanded facilities, together with any modifications, alterations, replacements, extensions or expansions thereof, and all Rights of Way attributable to, used solely in connection with, or relating to the above, and all permits and authorizations of any kind held by such pursuing Owners in respect thereof that are necessary for or incident to the use and operation of such extended or expanded portion, and all land or other real property interests underlying the compressors attributable solely to such extended or expanded portion, and all inventories of pipe, materials and supplies used solely for such extended or expanded segment, is collectively herein referred to as a “Solely Owned Segment”). Any Owner(s), whose Owner Representative did not vote in favor of such Extension Proposal shall not (nor shall their Affiliates), directly or indirectly, pursue such project for its own account. Notwithstanding anything stated in this Agreement to the contrary, to the extent NNG’s Owner Representatives vote in favor of an Extension Proposal but Seminole’s Owner Representations do not, then to the extent NNG desires to pursue such Extension Proposal project as a Solely Owned Segment, such project may not be pursued or owned (legally or beneficially) by NNG (or any direct or indirect subsidiary of NNG, but must be pursued only by another Affiliate of NNG which is not a direct or indirect subsidiary of NNG (in such case, an “NNG SOS Segment”). Each Solely Owned Segment shall be owned (and title shall solely be held) by the Owner(s) (or in the case of NNG SOS Segment, by the permitted Affiliate of NNG) who fund the acquisition, construction and installation of such Solely Owned Segment (collectively with regard to such applicable Solely Owned Segment, the “SOS Owners”, and individually, an “SOS Owner”); such ownership interests of each such SOS Owner in such Solely Owned Segment to be based on the ratio that the costs of acquiri...
Sample 1
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Solely Owned Segments. (a) Proposal of Expansion/Extension. Any Owner, via its designated representative or the Committee, may propose a capital expansion or extension of the Gathering System not already covered by an Approved Budget or an approved AFE (an “Extension Proposal”). If all Owners approve the Extension Proposal (via a unanimous approval of the Committee), then each Owner shall fund, and such Owners shall own, the expanded or extended Gathering System in accordance with its then current, respective Ownership Ratio, and the Parties shall make any conveyance or cross-conveyances necessary to cause record title to the expanded or extended portion of the Gathering System to be so owned by each Owner as provided herein. If less than all Owners, via its designated Owner Representatives on the Committee, vote to approve an Extension Proposal, the provisions of Section 2.2(b) below shall apply. (b)
Sample 1

Related to Solely Owned Segments

  • Wholly Owned Subsidiary As to Borrower, any Subsidiary of Borrower that is directly or indirectly owned 100% by Borrower.

  • Wholly-Owned Subsidiaries Nothing herein shall be construed as preventing the amalgamation or merger of any wholly-owned direct or indirect subsidiary of Parent with or into Parent or the winding-up, liquidation or dissolution of any wholly-owned subsidiary of Parent provided that all of the assets of such subsidiary are transferred to Parent or another wholly-owned direct or indirect subsidiary of Parent and any such transactions are expressly permitted by this Article 10.

  • Competing Interests Neither the Selling Person, nor any director, manager, officer or management-level employee of Sellers, nor any Affiliate of the Selling Person (each, a “Related Party”): (a) owns, directly or indirectly, an interest in any Person that is a competitor, customer or supplier of Sellers (in respect of the Business) or that otherwise has material business dealings with Sellers (in respect of the Business); or (b) is a party to, or otherwise has any direct or indirect interest opposed to Sellers under, any Business Contract or other business relationship or arrangement.

  • Ownership Interest, Etc The Seller shall (and shall cause the Servicer to), at its expense, take all action necessary or desirable to establish and maintain a valid and enforceable undivided percentage ownership or security interest, to the extent of the Purchased Interest, in the Pool Receivables, the Related Security and Collections with respect thereto, and a first priority perfected security interest in the Pool Assets, in each case free and clear of any Adverse Claim, in favor of the Administrator (for the benefit of the Purchasers), including taking such action to perfect, protect or more fully evidence the interest of the Administrator (for the benefit of the Purchasers) as the Administrator, may reasonably request.

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

  • Dividends; Changes in Share Capital The Company shall not, and shall not permit any of its Subsidiaries to, and shall not propose to, (i) declare or pay any dividends on or make other distributions in respect of any of its capital stock, except dividends by the Company or its Subsidiaries in the Ordinary Course, (ii) split, combine or reclassify any of its capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for, shares of its capital stock or (iii) repurchase, redeem or otherwise acquire any shares of its capital stock or any securities convertible into or exercisable for any shares of its capital stock.

  • Capital Stock and Ownership The Capital Stock of each of Holdings and its Subsidiaries has been duly authorized and validly issued and is fully paid and non-assessable. Except as set forth on Schedule 4.2, as of the date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which Holdings or any of its Subsidiaries is a party requiring, and there is no membership interest or other Capital Stock of Holdings or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Holdings or any of its Subsidiaries of any additional membership interests or other Capital Stock of Holdings or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase, a membership interest or other Capital Stock of Holdings or any of its Subsidiaries. Schedule 4.2 correctly sets forth the ownership interest of Holdings and each of its Subsidiaries in their respective Subsidiaries as of the Closing Date.

  • Voting Stock Stock or similar interests, of any class or classes (however designated), the holders of which are at the time entitled, as such holders, to vote for the election of a majority of the directors (or persons performing similar functions) of the corporation, association, trust or other business entity involved, whether or not the right so to vote exists by reason of the happening of a contingency.

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