Examples of Centre Partners Entities in a sentence
Any provision of this Option may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the Holder and the Partnership, or in the case of a waiver, by the party against whom the waiver is to be effective and, in the case of an amendment to or waiver of Section 11, the Centre Partners Entities.
Failure of the Centre Partners Entities to exercise such right within the Centre ROFO Period and/or the Parent to exercise such right within the required time periods set forth in this Section 9.4(c) shall be regarded as a waiver of such rights.
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The Parent shall have the right to exercise the Right of First Offer for 15 days following the Centre ROFO Period (the “Parent ROFO Period”) by delivering a notice to the Offeror (a “Parent ROFO Notice”) stating that the Parent elects to purchase all or some of the Offered Units not purchased by the Centre Partners Entities and the other Parent Common Partners, collectively.
The Centre Partners Entities shall have the right to purchase any of the Offered Units subject to the Centre ROFO Notice not purchased by the Parent Common Partners.
In addition, Parent and each Centre Partners Entity shall be a third party beneficiary of this Agreement and shall be entitled to enforce all of its rights hereunder and the rights of the Partnership and the Centre Partners Entities hereunder, and to enforce all of the obligations of the Other Partners hereunder as if the Parent were a party hereto.
In connection with an exercise by the Centre Partners Entities hereunder, each Parent Common Partner shall have the right to purchase an amount of such Offered Units equal to (i) the total number of such Offered Units multiplied by (ii) a fraction equal to (x) the number of outstanding “Participating Common Units” (as defined in the Parent LP Agreement) owned by such Parent Common Partner over (y) the number of such outstanding Participating Common Units owned by all of the Parent Common Partners.
Delivery of a Centre ROFO Notice and/or Parent ROFO Notice shall constitute a contract between the Offeror and the Parent and/or the Centre Partners Entities, as the case may be, for the sale and purchase of the Offered Units at the Offer Price in cash and upon the other applicable terms and conditions set forth in the Offering Notice.
At such closing the Offeror shall deliver such instruments, executed by it and in form and substance reasonably satisfactory to the Parent or the Centre Partners Entities, as the case may be, as shall be necessary to transfer, assign and convey the Offered Units to the Parent or the Centre Partners Entities, as the case may be, which shall be transferred free and clear of all Liens or other encumbrances, against payment of the purchase price therefor.
The Centre Partners Entities shall have the right to purchase any of the Individual Call Units not purchased by the Participating Common Partners.