Additional Partnership Interests definition

Additional Partnership Interests shall have the meaning set forth in Section 4.2(a).
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Additional Partnership Interests means the Limited Partnership Interests, and the corresponding capital accounts and rights to receive distributions and allocations, to be assigned and sold to IFA-GP in accordance with the terms of this Agreement.
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Additional Partnership Interests means any Partnership Interests issued by the Company after the Effective Date, other than Class A Interests issued upon conversion of any of the Notes or the Class B Interests outstanding on the date hereof. "Adjusted Tag-Along Amount" means, in respect of the Notes of any Holder that has delivered a Tag-Along Notice relating to a particular Tag-Along Sale, the product of (i) the maximum principal amount of Notes specified in such Holder's Tag- Along Notice and (ii) a fraction, the numerator of which is the actual percentage (which shall not be less than the Original Sale Percentage in respect of such Tag-Along Sale) of all then outstanding Class A Interests (computed on a basis that assumes all Notes (exclusive of accrued interest thereon) have been converted to Class A Interests) that the applicable Tag- Along Purchaser has agreed to purchase in such Tag-Along Sale and the denominator of which is the Original Sale Percentage in respect of such Tag-Along Sale plus the aggregate of (A) the Tag-Along Sale Percentages of each Holder that has delivered a Tag-Along Notice in respect of such Tag-Along Sale and (B) the Tag-Along Sale Percentages (as defined in the Partnership Agreement as in effect on the date hereof) of each Tag-Along Partner (as defined in the Partnership Agreement as in effect on the date hereof) in respect of such Tag-Along Sale. "Affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. A Person shall be deemed to "control" (including the correlative meanings, the terms "controlling," "controlled by" and "under common control with") a specified Person if the controlling Person possesses (or is a member of a group (as such term is used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act as in effect on the Effective Date) that possesses), directly or indirectly, the power to direct or cause the direction of the management or policies of the specified Person, whether through ownership of Equity Interests, by agreement or otherwise.
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Examples of Additional Partnership Interests in a sentence

  • Allocations to Reflect Issuance of Additional Partnership Interests.

  • Additional Partnership Interests may be created and issued to new or existing Partners only in compliance with the provisions in Article 5 of the Omnibus Agreement.

  • Additional Partnership Interests may be created and issued to existing Partners or to other Persons, and such other Persons may be admitted to the Partnership as Partners, only with the express prior approval of the Management Committee, and without the consent of any Partner or any other Person being required, and, if so approved, only on such terms and conditions as the Management Committee may determine at the time of such approval or admission.

  • Additional Partnership Interests may be created and issued to new or existing Partners only with the unanimous consent of the existing Partners.

  • Additional Partnership Interests may be created and issued to existing Partners or to other Persons, and such other Persons may be admitted to the Partnership as Partners, with the approval of the General Partner and the Limited Partner, on such terms and conditions as the General Partner and the Limited Partner may determine at the time of admission.

  • Additional Partnership Interests may be created and issued to existing Partners or to other Persons, and such other Persons may be admitted to the Partnership as Partners, with the approval of the General Partner and the Preferred Partner, on such terms and conditions as the General Partner and the Preferred Partner may determine at the time of admission.

  • The foregoing shall not limit the Partnership's or the General Partner's rights to issue Additional Partnership Interests and New Securities pursuant to Section 4.02.

  • Upon acceptance by the Committee of the subscription agreement of a Person subscribing to Additional Partnership Interests, the schedule of Partners as set forth on Schedule A hereto shall be amended to reflect such Person's name and Capital Contribution and such Person will be admitted as an Additional Limited Partner.

  • Additional Partnership Interests may be created and issued to non-Partners and to existing Partners; provided that, any non-Partner receiving a Partnership Interest in such issuance shall be admitted to the Company as a Partner, only upon the vote of a Unanimous Non-Defaulting Interest and subject to the terms and conditions of this Agreement.

  • In the event that the Partnership issues Additional Partnership Interests to the General Partner or any Additional Limited Partner pursuant to Article IV hereof, the General Partner shall make such revisions to this Article V as it deems necessary to reflect the terms of the issuance of such Partnership Interests, including any preferential allocations to classes of Partnership Interests that are entitled thereto.


More Definitions of Additional Partnership Interests

Additional Partnership Interests means any Partnership Interests issued by the Partnership after the GTL Effective Date.
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Additional Partnership Interests means any Partnership Interests issued by the Partnership after the GTL Effective Date. "Adjusted Capital Account" means, for any Partner, its Capital Account balance (after deducting the amount of expected distributions of Distributable Cash Flow and Distributable Capital Proceeds on hand on the date as of which the computation is made) plus (a) its share of Partnership Minimum Gain, (b) its share of Partner Minimum Gain and (c) the amount, if any, by which a deficit Capital Account balance exceeds the sum of (a) and (b) and which, due to an unpaid Capital Commitment, a Partner is obligated to restore (or is treated as obligated to restore under Treasury Regulation Section 1.704-1(b)(2)(ii)(c)).
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Additional Partnership Interests means any Partnership Interests issued by the Company after the Effective Date, other than Class A Interests issued upon conversion of any of the Notes or the Class B Interests outstanding on the date hereof.
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Related to Additional Partnership Interests

  • General Partnership Interest means a Partnership Interest held by the General Partner that is a general partnership interest.

  • Derivative Partnership Interests means any options, rights, warrants, appreciation rights, tracking, profit and phantom interests and other derivative securities relating to, convertible into or exchangeable for Partnership Interests.

  • Limited Partnership Interest means the ownership interest of a Limited Partner in the Partnership at any particular time, including the right of such Limited Partner to any and all benefits to which such Limited Partner may be entitled as provided in this Agreement and in the Act, together with the obligations of such Limited Partner to comply with all the provisions of this Agreement and of the Act.

  • Partnership Interests shall have the meaning specified in Section 6.3 [Subsidiaries].

  • Pledged Partnership Interests means all interests in any general partnership, limited partnership, limited liability partnership or other partnership including, without limitation, all partnership interests listed on Schedule 4.4(A) under the heading “Pledged Partnership Interests” (as such schedule may be amended or supplemented from time to time) and the certificates, if any, representing such partnership interests and any interest of such Grantor on the books and records of such partnership or on the books and records of any securities intermediary pertaining to such interest and all dividends, distributions, cash, warrants, rights, options, instruments, securities and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such partnership interests.

  • Partnership Interest means an interest in the Partnership, which shall include the General Partner Interest and Limited Partner Interests.

  • Membership Interests has the meaning set forth in the recitals.

  • Partnership Units or “Units” has the meaning provided in the Partnership Agreement.

  • Class B Membership Interest means a Class B Membership Interest in Holdings.

  • Deemed Partnership Interest Value means, as of any date with respect to any class of Partnership Interests, the Deemed Value of the Partnership Interests of such class multiplied by the applicable Partner's Percentage Interest of such class.

  • Class A Membership Interest means a Class A Membership Interest in Holdings.

  • Membership Interest means a Member’s entire interest in the Company including such Member’s right to receive allocations and distributions pursuant to this Agreement and the right to participate in the management of the business and affairs of the Company in accordance with this Agreement, including the right to vote on, consent to, or otherwise participate in any decision or action of or by the Members granted pursuant to this Agreement.

  • General Partner Interest means a Partnership Interest held by the General Partner, in its capacity as general partner. A General Partner Interest may be expressed as a number of Partnership Units.

  • LLC Interests shall have the meaning given to such term in Section 6.1.

  • Limited Partner Interest means a Partnership Interest of a Limited Partner in the Partnership representing a fractional part of the Partnership Interests of all Limited Partners and includes any and all benefits to which the holder of such a Partnership Interest may be entitled as provided in this Agreement, together with all obligations of such Person to comply with the terms and provisions of this Agreement. A Limited Partner Interest may be expressed as a number of Partnership Common Units, Partnership Preferred Units or other Partnership Units.

  • Pledged Partnership Agreements means all of each Grantor’s rights, powers, and remedies under the partnership agreements of each of the Pledged Companies that are partnerships.

  • Ownership Interests means, with respect to any entity, any ownership interests in the entity and any economic rights (such as a right to distributions, net cash flow or net income) to which the owner of such ownership interests is entitled.

  • Special Limited Partner Interest means the interest of the Special Limited Partner in the Partnership representing its right as the holder of an interest in distributions described in Sections 5.1(b)(iii)(A), (c), (d) and (e) (and any corresponding allocations of income, gain, loss and deduction under this Agreement).

  • Subsidiary Interests means, collectively, the issued and outstanding shares of stock of the Subsidiary Debtors as of the Petition Date and any options, warrants or other contractual rights to acquire any shares of stock of the Subsidiary Debtors as of the Petition Date.

  • Preferred Interests means, with respect to any Person, Equity Interests issued by such Person that are entitled to a preference or priority over any other Equity Interests issued by such Person upon any distribution of such Person’s property and assets, whether by dividend or upon liquidation.

  • Substituted Limited Partner means a Person who is admitted as a Limited Partner to the Partnership pursuant to Section 11.4.

  • Common Interests of any Person means Capital Interests in such Person that do not rank prior, as to the payment of dividends or as to the distribution of assets upon any voluntary or involuntary liquidation, dissolution or winding up of such Person, to Capital Interests of any other class in such Person.

  • Existing Equity Interests means any Equity Security, including all issued, unissued, authorized, or outstanding shares of capital stock and any other common stock, preferred stock, limited liability company interests, and any other equity, ownership, or profit interests of Mariposa Intermediate, including all options, warrants, rights, stock appreciation rights, phantom stock rights, restricted stock units, redemption rights, repurchase rights, convertible, exercisable, or exchangeable securities, or other agreements, arrangements, or commitments of any character relating to, or whose value is related to, any such interest or other ownership interest in Mariposa Intermediate, whether or not arising under or in connection with any employment agreement and whether or not certificated, transferable, preferred, common, voting, or denominated “stock” or a similar security.

  • Class B Interests As set forth in the Trust Agreement.

  • LP Units means the non-voting limited partnership units in the capital of BEP, other than the Preferred Units, including any LP Units issued pursuant to the Redemption-Exchange Mechanism.

  • Class B LP Units means, collectively, the Class B limited partnership units of the Partnership, and “Class B LP Unit” means any one of them.