Treatment of Partnership Owned Units and Parent Owned Partnership Interests. Any Units that are owned immediately prior to the Effective Time by the Partnership shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange for such canceled Units. All Partnership Interests, including the Partnership GP Interest, that are owned immediately prior to the Effective Time by the Partnership GP, Parent or any of its Subsidiaries shall remain outstanding as Partnership Interests in the Surviving Entity, unaffected by the Merger.
Treatment of Partnership Owned Units and Parent Owned Partnership Interests. (i) Any Partnership Interests that are owned immediately prior to the Effective Time by the Partnership or any Subsidiary of the Partnership shall be automatically canceled at the Effective Time and shall cease to exist. No consideration will be delivered in exchange for such canceled Partnership Interests.
(ii) Any Partnership Interests that are owned immediately prior to the Effective Time by Parent or any Subsidiary of Parent, including NBL (excluding the General Partner Interest (discussed in clause (iii) below)), shall not be canceled, shall not be converted into the Merger Consideration, and shall remain outstanding as Partnership Interests in the Surviving Entity.
(iii) The General Partner Interest issued and outstanding as of immediately prior to the Effective Time shall remain, immediately following the Effective Time, outstanding as a non-economic general partner interest in the Surviving Entity.
Treatment of Partnership Owned Units and Parent Owned Partnership Interests. (i) Any Partnership Interests that are owned immediately prior to the Effective Time by the Partnership or any Subsidiary of the Partnership will be automatically canceled and will cease to exist. No consideration will be delivered in exchange for such canceled Partnership Interests.
(ii) Any Partnership Interests that are owned immediately prior to the Effective Time by Xxxxxx, the General Partner and their respective Affiliates (excluding the General Partner Interest (discussed in clause (iii) below) and the Incentive Distribution Rights (discussed in clause (iv) below)) shall not be canceled, shall not be converted into the Merger Consideration, and shall remain outstanding as Partnership Interests in the Surviving Entity.
(iii) The General Partner Interest issued and outstanding as of immediately prior to the Effective Time shall remain, immediately following the Effective Time, outstanding as a general partner interest in the Surviving Entity, and the General Partner shall continue as the sole general partner of the Surviving Entity.
(iv) The Incentive Distribution Rights shall, immediately prior to the Effective Time, be canceled, eliminated and cease to exist and the holder of such canceled Incentive Distribution Rights shall automatically cease to have any rights with respect thereto. No consideration will be delivered in exchange for such canceled Incentive Distribution Rights.
Treatment of Partnership Owned Units and Parent Owned Partnership Interests. Notwithstanding anything to the contrary in this Agreement, at the Effective Time, all Common Units that are owned immediately prior to the Effective Time by the Partnership or its Subsidiaries shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange for such canceled Common Units. All Partnership Interests that are owned immediately prior to the Effective Time by the Partnership GP, Parent or any Subsidiaries of Parent shall remain outstanding as Partnership Interests in the Surviving Entity, unaffected by the Merger.
Treatment of Partnership Owned Units and Parent Owned Partnership Interests. (i) Notwithstanding anything to the contrary in this Agreement, at the Effective Time, all Common Units that are owned immediately prior to the Effective Time by the Partnership shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange for such canceled Common Units.
(ii) All Partnership Interests, including any (i) General Partner Percentage Interests (which includes the Incentive Distribution Rights), (ii) Class B Units, (iii) Common Units, (iv) all Common Units that are owned by Subsidiaries of the Partnership, and (v) other Limited Partner Interests (as defined in the Partnership Agreement), that are owned immediately prior to the Effective Time by the Partnership GP, Parent or any Subsidiaries of Parent and not cancelled pursuant to Section 3.1(c)(i) shall, in each case, remain outstanding as partnership interests in the Surviving Entity, unaffected by the Merger.
Treatment of Partnership Owned Units and Parent Owned Partnership Interests. (i) Any Partnership Interests that are owned immediately prior to the Effective Time by (A) the Partnership or any Subsidiary of the Partnership or (B) Parent or any Affiliate of Parent (including the Incentive Distribution Rights but excluding the General Partner Interest and the Common Units owned by MLP LP LLC), in each case, will be automatically canceled and will cease to exist. No consideration will be delivered in exchange for such canceled Partnership Interests.
(ii) The General Partner Interest issued and outstanding as of immediately prior to the Effective Time shall be unaffected by the Merger and shall remain outstanding.
(iii) The Common Units that are owned immediately prior to the Effective Time by MLP LP LLC and not canceled pursuant to Section 3.1(c)(i) shall be unaffected by the Merger and shall remain outstanding as partnership interests in the Surviving Entity.
Treatment of Partnership Owned Units and Parent Owned Partnership Interests. Any Partnership Interests (other than the General Partner Interest, the Units owned by EEP and the Incentive Distribution Rights) that are owned immediately prior to the Effective Time by the Partnership or any Subsidiary of the Partnership, and any Partnership Interests (other than the General Partner Interest, the Units owned by EEP and the Incentive Distribution Rights) owned immediately prior to the Effective Time by Parent or any Affiliate of Parent will be automatically cancelled and will cease to exist. No consideration will be delivered in exchange for such cancelled Partnership Interests.
Treatment of Partnership Owned Units and Parent Owned Partnership Interests. (i) Any Partnership Interests that are owned immediately prior to the Effective Time by the Partnership or any Subsidiary of the Partnership shall be automatically canceled at the Effective Time and shall cease to exist. No consideration will be delivered in exchange for such cancellation.
(ii) The Partnership Interests, including the General Partner Interest and the Incentive Distribution Rights, that are owned immediately prior to the Effective Time by Parent or any Subsidiary of Parent, including Holdings and Amoco, shall not be canceled, shall not entitle the holder thereof to receive the Merger Consideration, and shall remain outstanding as Partnership Interests in the Surviving Entity.
Treatment of Partnership Owned Units and Parent Owned Partnership Interests. (i) Any Partnership Interests that are owned immediately prior to the Effective Time by (A) the Partnership or any Subsidiary of the Partnership or (B) Parent or any Affiliate of Parent (excluding the General Partner Interest and the Common Units owned by the General Partner), in each case, will be automatically canceled and will cease to exist. No consideration will be delivered in exchange for such canceled Partnership Interests.
(ii) The General Partner Interest issued and outstanding as of immediately prior to the Effective Time shall be converted, immediately following the Effective Time, into (A) 10,615,711 Common Units (which for the avoidance of doubt, shall be unaffected by the Merger and shall remain outstanding as partnership interests in the Surviving Entity) and (B) a non-economic general partner interest in the Surviving Entity.
(iii) The Common Units that are owned immediately prior to the Effective Time by the General Partner shall be unaffected by the Merger and shall remain outstanding as partnership interests in the Surviving Entity.
Treatment of Partnership Owned Units and Parent Owned Partnership Interests. The Partnership Interests, including the Common Units, Preferred Units and the General Partner Interest, that are owned immediately prior to the Effective Time by Parent or any of its Affiliates, including Holdings, shall not be canceled, shall not be converted into or entitle the holder thereof to receive the Merger Consideration and shall remain outstanding as Partnership Interests in the Surviving Entity.
