Beta Entities definition

Beta Entities means Rise Energy Operating, LLC, a Delaware limited liability company (“Rise Energy Operating”), Rise Energy
Beta Entities means Rise Energy Operating, LLC, a Delaware limited liability company, Rise Energy Minerals, LLC, a Delaware limited liability company, Rise Energy Beta, LLC, a Delaware limited liability company and San Xxxxx Bay Pipeline Company, a California corporation; and (5) “Partnership Properties” means all of the assets and properties owned by the Partnership Entities. Reference herein to: (1) “WHT Entities” means WHT Energy Partners LLC, a Delaware limited liability company and WHT Carthage LLC, a Delaware limited liability company; (2) “WHT PSA” means that certain purchase and sale agreement, dated March 18, 2013, among the Operating Company, Tanos Energy, LLC, WildHorse Resources, LLC and Memorial Resource regarding the sale of equity interests in WHT; (3) “WHT Acquisition” means the purchase of all of the outstanding equity interests in WHT, which owns, among other things, interests in oil and gas producing and non-producing properties in East Texas and North Louisiana; and (4) “WHT Properties” means the properties and assets of the WHT Entities. The Partnership Parties wish to confirm as follows their agreement with you and the other several Underwriters, on whose behalf you are acting, in connection with the several purchases of the Firm Units and of the Option Units, if any, from the Partnership.

Examples of Beta Entities in a sentence

  • Notwithstanding the foregoing, in no event shall any property of the Company or any other Beta Entities be included in the Borrowing Base unless and until the Specified Post-Closing Undertaking has been satisfied in accordance with Section 6.18, at which point the inclusion of such property in the Borrowing Base shall be subject to receipt by the Administrative Agent of a field examination and inventory appraisal reasonably satisfactory to the Administrative Agent.


More Definitions of Beta Entities

Beta Entities means the Company and its Subsidiaries that are Subsidiaries of the Company prior to giving effect to the Transactions. “Beta Material Adverse Effect” means a “Beta Material Adverse Effect” as defined in the Merger Agreement.
Beta Entities means Rise Energy Operating, LLC, a Delaware limited liability company, Rise Energy Minerals, LLC, a Delaware limited liability company, Rise Energy Beta, LLC, a Delaware limited liability company, and San Xxxxx Bay Pipeline Company, a California corporation; (9) “Partnership Properties” means all of the assets and properties owned by the Partnership Entities; (10) “WHT Entities” means WHT Energy Partners LLC, a Delaware limited liability company, and WHT Carthage LLC, a Delaware limited liability company; (11) “Operating Company” means Memorial Production Operating LLC, a Delaware limited liability company; (12) “WHT Properties” means the properties and assets owned by the WHT Entities; (13) “Cinco Entities” means Memorial Energy Services LLC, a Delaware limited liability company, Memorial Midstream LLC, a Texas limited liability company, and Prospect Energy, LLC, a Colorado limited liability company; and (14) “Cinco Properties” means the properties and assets owned by the Cinco Entities. The Securities will be offered and sold to the Initial Purchasers without registration under the 1933 Act, in reliance on the exemption provided by Section 4(a)(2) of the 1933 Act. The Issuers and the Guarantors have prepared a preliminary offering memorandum, dated October 7, 2013 (the “Preliminary Offering Memorandum”), and a pricing term sheet substantially in the form attached hereto as Exhibit D (the “Pricing Term Sheet”) setting forth the terms of the Securities omitted from the Preliminary Offering Memorandum. Promptly following the execution of this Agreement, the Issuers and the Guarantors will prepare an offering memorandum, dated October 7, 2013 (the “Offering Memorandum”), setting forth information regarding the Partnership Parties and the Securities. The Preliminary Offering Memorandum, as supplemented and amended as of the Applicable Time, together with the Pricing Term Sheet and any of the documents listed on Exhibit E hereto are collectively referred to as the “General Disclosure Package.” The Issuers and the Guarantors hereby confirm that they have authorized the use of the General Disclosure Package and the Offering Memorandum in connection with the offering and resale of the Securities by the Initial Purchasers. Any reference to the General Disclosure Package or the Offering Memorandum shall be deemed to refer to and include any documents filed with the Commission pursuant to Section 13(a), 13(c) or 15(d) of the 1934 Act incorporated by reference into ...
Beta Entities means the Company and its Subsidiaries that are Subsidiaries of the Company prior to giving effect to the Transactions. “Beta Material Adverse Effect” means a “Beta Material Adverse Effect” as defined in the Merger Agreement. “Beta Quarterly Financial Statements” means the unaudited consolidated statement of operations of the Company for the fiscal quarters ending March 31, 2018, June 30, 2018, September 30, 2018, and March 31, 2019 and the related unaudited consolidated balance sheet as of the end of such fiscal quarters. “BHC Act Affiliate” has the meaning specified in Section 10.22(b). “Board of Directors” means, for any Person, the board of directors or other governing body of such Person or, if such Person does not have such a board of directors or other governing body and is owned or managed by a single entity, the Board of Directors of such entity, or, in either case, any committee thereof duly authorized to act on behalf of such Board of Directors. “Bookrunner” means each of Bank of America, N.A. and ACF, each in its capacity as a joint lead bookrunner. “Borrower” and “Borrowers” shall mean the Initial Borrower, the Parent Borrower and any wholly-owned Domestic Subsidiary of the Parent Borrower that is treated as a corporation for U.S. federal tax purposes and that after the Closing Date becomes a Borrower by executing a Borrower Joinder Agreement in accordance with the terms hereof (but excluding any Subsidiary of the Parent Borrower that ceases to be a party hereto in accordance with the terms of Section 11.09); provided that any Subsidiary that is or has become a Borrower (a “Subsidiary Borrower”) may have its status as a Borrower terminated by delivering a notice to the Administrative Agent from the Administrative Borrower and such Subsidiary Borrower electing to terminate such Subsidiary’s status as a Borrower, provided further that no such termination shall affect (and such notice shall expressly provide that): (x) any obligation of such Subsidiary as a Guarantor or as a grantor or pledgor under any Loan Document or (y) any Lien granted by such Subsidiary which Liens shall continue in full force and effect after giving effect to such termination. “Borrower Joinder Agreement” means a joinder agreement substantially in the form of the Borrower Joinder Agreement attached as Exhibit H-2 hereto or in such other form agreed by the Administrative Agent and the Administrative Borrower. -7

Related to Beta Entities

  • PJM Entities means PJM, including the Market Monitoring Unit, the PJM Board, and PJM’s officers, employees, representatives, advisors, contractors, and consultants.

  • Company Entities means the Company and the Company Subsidiaries.

  • Acquired Entities means the Company and each of its Subsidiaries, collectively.

  • Transferred Entities means the entities set forth on Schedule 1.5.

  • Seller Entities means the Seller and its affiliates other than the Buyer Entities;

  • PRC Entities means the PRC Subsidiaries and the Consolidated Affiliated Entities collectively.

  • Company Subsidiaries means the Subsidiaries of the Company.

  • Buyer Entities means, collectively, Buyer and all Buyer Subsidiaries.

  • Released Entities means released entities as such term is defined

  • Acquired Companies means, collectively, the Company and the Company Subsidiaries.

  • Target Companies means the Company and its Subsidiaries.

  • Seller Subsidiaries means the subsidiary partnerships of the McNeil Partnerships listed on Annex G to this Agreement (the "Subsidiary Partnerships") and the subsidiary corporations listed on Annex F to this Agreement (the "Subsidiary Corporations") which hold GP Interests in certain of the Subsidiary Partnerships.

  • SpinCo Entities means the entities, the equity, partnership, membership, limited liability, joint venture or similar interests of which are set forth on Schedule IV under the caption “Joint Ventures and Minority Investments.”

  • Parent Subsidiaries means the Subsidiaries of Parent.

  • Group Companies means the Company and its Subsidiaries.

  • Entities means event and competition organisers/promoters/managers, land and track owners/managers/administrators/lessees, CAMS affiliated clubs, state and territory governments and insured listed in CAMS’ public/product/professional indemnity insurance policies and each of their related bodies corporate (including their related bodies corporate) and each of their organs and agencies, officers/president/directors/executives, employees, servants, agents, partners, providers, members, competitors, drivers, co-drivers, navigators, officials, crew members, pit crew, delegates, licence holders, representatives, commissions, committees, advisers, trustees, councils, panels, shareholders, volunteers, officials, appointees, delegated bodies and sponsors.

  • Spinco Subsidiaries means all direct and indirect Subsidiaries of SpinCo, after giving effect to the Reorganization.

  • Affiliated Entities means any legal entity, including any corporation, limited liability company, partnership, not-for-profit corporation, estate planning vehicle or trust, which is directly or indirectly owned or controlled by the Stockholder or his or her descendants or spouse, of which such Stockholder or his or her descendants or spouse are beneficial owners, or which is under joint control or ownership with any other person or entity subject to a lock-up agreement regarding the Common Stock with terms substantially identical to this Agreement.

  • Partnership Entities means the General Partner and each member of the Partnership Group.

  • Subsidiaries means any corporation or other organization, whether incorporated or unincorporated, in which the Company owns, directly or indirectly, any equity or other ownership interest.

  • Regulated Entities (REs) means

  • Related Entities means contractors and subcontractors of a Party at any tier; grantees, investigators, customers, and users of a Party at any tier and their contractors or subcontractor at any tier; or, employees of the Party or any of the foregoing.

  • Company Parties means the collective reference to Holdings and its Restricted Subsidiaries, including the Borrower, and “Company Party” means any one of them.

  • Excluded Entities has the meaning set forth in Section 2.2(b)(iv).

  • Holding Entities means the subsidiaries of Brookfield Renewable Energy L.P., from time to time, through which it indirectly holds all of the Partnership’s interests in the Operating Entities.

  • Operating Subsidiaries means, collectively, the Corporation and HST, each a wholly-owned subsidiary of the Trust, and "Operating Subsidiary" means either of the Corporation or HST, as applicable.