Exiting Partner definition

Exiting Partner means any holder of Units that elects, or is deemed to have elected, to receive cash in exchange for its Units, in connection with the Partnership Merger, by delivering to FWOP written notice of such election no later than twenty (20) Business Days from the date that the Consent Solicitation Materials (as defined herein) are sent to such holder, and the term "Continuing Partner" means any holder of Units that elects to receive MergerLP Preferred Units in exchange for its Units, in connection with the Partnership Merger, by delivering to FWOP (y) written notice of such election and (z) an investor questionnaire that confirms certain matters with respect to such holder, including its status as an "accredited investor" under Rule 501 promulgated under the Securities Act of 1933, as amended (the "Securities Act") no later than twenty (20) Business Days from the date that the Consent Solicitation Materials are sent to such holder. Each holder that fails to deliver a timely election notice and/or an investor questionnaire that confirms the matters set forth above within such twenty (20) Business Day period shall be deemed to be an Exiting Partner.
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Exiting Partner has the meaning specified in Section 5.3 hereof.
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Examples of Exiting Partner in a sentence

  • Each holder that fails to deliver a timely election notice and/or an investor questionnaire that confirms the matters set forth above within such twenty (20) Business Day period shall be deemed to be an Exiting Partner.

  • All Units so converted shall no longer be outstanding and shall automatically cease to exist, and each Unit shall thereafter represent only the right to receive that number of MergerLP Preferred Units specified above (the MergerLP Preferred Units issuable in respect of any given Unit pursuant to this Section 3.1(c) are referred to herein as, the "Continuing Partner Consideration" and together with the Exiting Partner Consideration, the "Partnership Merger Consideration").

  • Schedule 1 hereto sets forth the percentage interest (the "Percentage Interest") of each Exiting Partner and the redemption price (the "Redemption Price") payable to each Exiting Partner in consideration for the redemption of such Exiting Partner's Interest (assuming that all Disputed Units, as hereinafter defined, are determined to belong to the Partnership), and Schedule 2 hereto sets forth the calculation of the aggregate Redemption Price.

  • If the two Qualified Appraisers disagree on the fair market value of the Units, they shall appoint a third Qualified Appraiser mutually acceptable to them, and the written opinion of the third Qualified Appraiser, whose fees and expenses shall be divided equally between the Exiting Partner and the purchaser, shall be conclusive and binding as to the fair market value of the Units to be purchased.

  • In addition to complying with this Clause 78 (Termination activities) and without prejudice to its obligations under other provisions in this Agreement which are relevant on termination, each Partner will, at the reasonable request and expense of the Exiting Partner both before and for 12 months after termination, provide any other advice, assistance, information, training and co-operation reasonably required by the Exiting Partner for the provision of the Replacement Services.

  • The Exiting Partner must also provide such security for this indemnity as the General Partner reasonably requires.

  • Concurrently herewith, the Partnership has caused the balance of the Redemption Price payable to each Exiting Partner to be paid by wire transfer of funds to an account designated by such Exiting Partner to the Partnership in writing.

  • Each Exiting Partner hereby acknowledges and agrees that the provisions of the fifth paragraph of the July 22, 1996 letter from the Partnership and each of the Exiting Partners to the Remaining Partners shall continue in full force and effect through May 15, 2001.

  • Further, COL expects the Exiting Partner Institution to ensure students already enroled in the CEMBA/CEMPA Programme to be appropriately supported, so that students achieve their objectives based on their original intent when they were first admitted to the Programme.

  • Generally, such settlement amount could be the sum total of amounts lying in the Exiting Partner’s capital/current accounts in the Firm.• The Retirement Deed for the retirement of a partner may inter alia stipulate that the Exiting Partner is foregoing all the rights in the Firm towards the continuing partner/s.

Related to Exiting Partner

  • Departing Partner means a former General Partner from and after the effective date of any withdrawal or removal of such former General Partner pursuant to Section 11.1 or 11.2.

  • Dating partner means any person involved in an intimate association with another individual that is primarily characterized by the expectation of affectionate involvement, whether casual, serious, or long-term.

  • Departing General Partner means a former General Partner from and after the effective date of any withdrawal or removal of such former General Partner pursuant to Section 11.1 or Section 11.2.

  • Managing Partner means Geodyne Production Company, a Delaware corporation, and any other Person admitted as additional or Substituted Managing Partner pursuant to Article Six of this Agreement.

  • Hosting Partners means companies who entered into an agreement with CIPC in the areas of application management; application hosting, application service provision, and marketplace hosting are incorporated in this category.

  • Investor Limited Partner means any Limited Partner so designated at the time of its admission as a partner of the Partnership.

  • Non-Managing Member means any Member other than the Managing Member.

  • Intimate partner means: (a) Spouses, or domestic partners; (b) former spouses, or former domestic partners; (c) persons who have a child in common regardless of whether they have been married or have lived together at any time; (d) adult persons presently or previously residing together who have or have had a dating relationship; (e) persons sixteen years of age or older who are presently residing together or who have resided together in the past and who have or have had a dating relationship; and (f) persons sixteen years of age or older with whom a person sixteen years of age or older has or has had a dating relationship.

  • Managing General Partner means the managing general partner of the Merging Entity where such Merging Entity is a limited partnership.

  • Managing Member means CEF Equipment Holding, L.L.C., a Delaware limited liability company or any successor Managing Member under the Issuer Limited Liability Company Agreement.

  • Lead Partner means the lead partner of a joint venture, as described in Sub-Clause

  • The Owner/Company/BPCL means the Bharat Petroleum Corporation Limited, incorporated in India having its registered office at 4 & 6, Currimbhoy Road, Ballard Estate, Mumbai - 400 038 or their successors or assigns

  • Founding Member means any individual who is either:

  • Selling Partner has the meaning set forth in Section 8.5.

  • Sub-Manager Any Person with which the Property Manager or the Special Servicer has entered into a Sub-Management Agreement.

  • crew member means a person assigned by an operator to duty on an aircraft during a flight duty period;

  • Support staff member means an employee who holds a position for which no certificate issued by the New Jersey State Board of Examiners is required.

  • Founding Members means the collective reference to American Multi-Cinema, Inc., a Missouri corporation, Cinemark Media, Inc., a Delaware corporation, and Regal CineMedia Holdings, LLC, a Delaware limited liability company.

  • Masterworks Investor refers to an affiliate of Masterworks that has raised capital from unaffiliated third party investors to invest the proceeds in a diversified collection of artwork and which acquires Class A Ordinary Shares as part of such investment strategy.

  • Exchanging Partner has the meaning set forth in Section 2.1 hereof.

  • Limited Partner means any Person named as a Limited Partner on Exhibit A attached hereto, and any Person who becomes a Substitute Limited Partner, in such Person’s capacity as a Limited Partner in the Partnership.

  • Consenting working interest owner means any working interest owner who enters into an agreement with SWN pertaining to the operation of the Fuchs E-M Unit.

  • ISA Manager means Investec Bank plc.

  • Asset Management Company/UTI AMC/AMC/Investment Manager means the UTI Asset Management Company Limited incorporated under the Companies Act, 1956, (1 of 1956) [replaced by The Companies Act, 2013 (No.18 of 2013)] and approved as such by Securities and Exchange Board of India (SEBI) under sub-regulation (2) of Regulation 21 to act as the Investment Manager to the schemes of UTI Mutual Fund.

  • Trading Partner means any external computer interoperating with a Licensed Component through one or more protocols, one or more networks, or one or more adapters;

  • Substituted Limited Partner means a Person who is admitted as a Limited Partner to the Partnership pursuant to Section 11.4.