Examples of Buyer GP in a sentence
Promptly after the Closing, Buyer will cause the Operating Company to amend the certificate of limited partnership of the Operating Company to reflect the fact that the New Buyer GP is the general partner of the Operating Company.
Buyer GP Holdco owns such general partner interest free and clear of any Encumbrances.
Buyer and the New Buyer GP are acquiring the General Partner Interest and the Limited Partner Interest for their own account, for investment and not with a view to, or for offer or resale in connection with, a distribution thereof within the meaning of the Securities Act or a distribution thereof in violation of any applicable securities Laws.
On the Closing Date, the New Buyer GP will be a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware.
The Board of Directors of Buyer GP Holdco at a meeting duly called and held, has by unanimous vote (i) determined that this Agreement and the transactions contemplated hereby are advisable, fair to and in the best interests of Buyer and the holders of Buyer Common Units, (ii) approved this Agreement and (iii) recommended that the Merger and this Agreement, including the issuance of Buyer Common Units, be approved and adopted by the holders of Buyer Common Units.
Buyer GP Holdco has taken all steps necessary and has obtained all approvals required to reduce the amounts payable pursuant to the Incentive Distribution Rights of Buyer as hereinafter described.
Buyer and the New Buyer GP have performed all of their respective obligations and agreements and complied with all covenants, warranties and conditions contained in this Agreement that are required to be performed or complied with by them on or prior to the Closing Date.
Reference is made herein to that certain Margin Loan Agreement dated as of April 8, 2021, among Valor Buyer LP, as Borrower, Valor Buyer GP LLC, as Borrower’s general partner (“General Partner”), the several Lenders from time to time party thereto (the “Lenders”), Bank of Montreal, Chicago Branch, as Administrative Agent, and JPMorgan Chase Bank, N.A., as Calculation Agent (as such may be amended, modified, supplemented or restated from time to time, the “Loan Agreement”).
Buyer GP Holdco has approved this Agreement and the transactions contemplated by this Agreement as required under Section 17-211 of the DRULPA and under Article 14 of the Buyer Partnership Agreement.
At the Closing, the General Partner will sell, transfer, assign, grant, bargain, deliver and convey to the New Buyer GP (or one or more of its designees) all right, title and interest in and to the General Partner Interest, free and clear of any and all Liens and without any condition or restriction on transferability except for those conditions or restrictions contained in the Operating Company’s amended and restated agreement of limited partnership.