Blocker has the meaning set forth in the preamble.
Seller Closing Certificate has the meaning set forth in Section 7.02(d).
Company SEC Documents has the meaning set forth in Section 3.04(a).
Merger Closing Date the Closing Date (as defined in the Merger Agreement).
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.
Disqualified Partnership Any domestic entity classified as a partnership under the Code if any of its direct or indirect beneficial owners (other than through a U.S. corporation) are (or, under the applicable partnership agreement, are permitted to be) Disqualified Non-United States Tax Persons.
Surviving Partnership has the meaning set forth in Section 11.2.B(ii) hereof.
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.
Merger Sub II has the meaning set forth in the Preamble.
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.
Merger Closing means “Closing,” as that term is defined in the Merger Agreement.
Buyer SEC Documents shall have the meaning set forth in Section 4.10(a).
Buyer Closing Certificate has the meaning set forth in Section 7.03(d).
Spinco Subsidiaries means all direct and indirect Subsidiaries of Spinco immediately following the Contribution.
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 such Act.
Investor Limited Partner means any Limited Partner so designated at the time of its admission as a partner of the Partnership.
Organizational Limited Partner means Xxxxx X. Xxxxxxx.
Preferred Equity Interests means, with respect to any Person, Equity Interests in such Person which are entitled to preference or priority over any other Equity Interest in such Person in respect of the payment of dividends or distribution of assets upon liquidation or both.
Company Subsidiary Securities has the meaning set forth in Section 3.02(d).
General Partnership Interest means a Partnership Interest held by the General Partner that is a general partnership interest.
Excluded Entities has the meaning set forth in Section 2.2(b)(iv).
Company SEC Reports shall have the meaning set forth in Section 3.8(a).
MergerSub has the meaning set forth in the Preamble.
Section 385 Controlled Partnership has the meaning set forth in Treasury Regulation Section 1.385-1(c)(1) for a “controlled partnership”.
Holdco has the meaning set forth in the Preamble.