Common use of Treatment of Partnership Owned Units and Parent Owned Partnership Interests Clause in Contracts

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.

Appears in 2 contracts

Samples: Merger Agreement (Noble Midstream Partners LP), Merger Agreement (Chevron Corp)

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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 will be automatically canceled at the Effective Time and shall 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 Parent or any Subsidiary of Parent, including NBL Parent (excluding the Class B Units (discussed in Section 3.1(b)) and 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.

Appears in 1 contract

Samples: Merger Agreement (CNX Midstream Partners LP)

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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 will be automatically canceled at the Effective Time and shall 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 Parent or any Subsidiary of Parent, Parent (including NBL (the Class B Units but 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.

Appears in 1 contract

Samples: Merger Agreement (Equitrans Midstream Corp)

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