Examples of Carlyle PES in a sentence
Each of Carlyle PES, PES Equity and the Management Members that own Common Units hereby contributes, assigns, transfers and conveys all of its right title and interest in, and obligations in respect of, the Common Units of PES LLC as set forth on Exhibit A to PESC Company in exchange for the Limited Partner Units in PESC Company set forth opposite such entity’s or such person’s name on Exhibit A.
Xxxxxx Carlyle PES, L.L.C. c/o The Carlyle Group 0000 Xxxxxxxxxxxx Xxx.
IPO, Carlyle PES, PES Equity and PES LLC agree that the Registration Rights Agreement, dated as of September 8, 2012, is hereby terminated as of the date hereof.
Pursuant to the contributions set forth in Section 1.1 and Section 1.2, (a) each of Carlyle PES, PES Equity and the Management Members are admitted as a limited partner of PESC Company and cease to be members of PES LLC and (b) PESC Company is admitted as a member of PES LLC.
Carlyle PES, PES Equity and the Management Members desire to contribute their respective Common Units and Incentive Units in PES LLC, as applicable, to PESC Company, in exchange for limited partner interests in PESC Company (“Limited Partner Units”).
Id. Non-debtor Carlyle PES, LLC owns 65.04% of PES, with non-debtor PES Equity Holdings LLC owning 32.52%.
Carlyle PES and certain of its affiliates have entered into (a) the CEOF-PES IPO Agreement, dated as of [·], 2015 (the “CEOF Agreement”), and (b) the CEMOF-PES IPO Agreement, dated as of [·], 2015 (the “CEMOF Agreement” and, together with the CEOF Agreement, the “Carlyle Agreements” and the transactions contemplated by the Carlyle Agreements, the “Carlyle Transactions”), respectively.
Carlyle PES and the Carlyle Entities hereby represent and warrant, severally but not jointly, to PES Inc.
PESC Company GP, LLC and Carlyle PES formed PESC Company under the terms of the Delaware Revised Uniform Limited Partnership Act and contributed $0 and $1,000 to PESC Company, respectively, in exchange for a 0% non-economic general partner interest and a 100% limited partner interest, respectively, in PESC Company.
Each of PES LLC, Carlyle PES, PES Equity and the Management Members hereby consent to the transfer by Carlyle PES, through a series of transactions, of a certain number of its Common Units in PES LLC to the Selling Stockholders and the PES Investors Entities, to be effected in the Carlyle Agreements, with such consent effective immediately prior to the effective date of the Carlyle Agreements.