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").

  • The B.Ed syllabus is indicative of education policy and curriculum within India that seeks to introduce global practices without paying attention to local applicability, emphasising theoretical content with limited practical application and experience of inclusive education directives(Hodkinson & Devarakonda, 2011; Singal, 2006; Sriprakash, 2011).

  • If only one of the parties appoints a Qualified Appraiser, that appraiser's written opinion on the fair market value of the Units in question shall be conclusive and binding on both the Exiting Partner and the purchaser.

  • In this establishment the inspection team also observed that packaging materials were not stored protected from dust and contamination, and together with final products, bait, spare parts and machinery.

  • At the closing described in this Section 10.6, upon the payment of the purchase price to the Exiting Partner or the estate of the Exiting Partner, the Exiting Partner or the legal representatives thereof shall assign and deliver the Units of the Exiting Partner to the Partnership or the Purchasing Partners, as the case may be.

  • Such repayment of a liability is should not attract GST.o Amounts paid towards Goodwill/ other obligations of the Retirement Deed:— Here, the issue is about applicability of GST on the amounts paid to the Exiting partner/s over and above the balance in their capital account.— The Exiting Partner can adopt a position that such amount is compensation towards agreeing to refrain from doing an act or to do an act, and for complying with the contractual clauses of the Retirement Deed.

  • 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.

  • 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.

  • Accordingly, unless the documentary evidence showcase that the amounts paid to the Exiting Partner pertains to an independent service supplied to the Firm, it may be contended that GST cannot be levied on such receipts.

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

  • 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 provided in Section 8.05(a) hereof.

  • Limited Partner means, prior to the admission of the first Additional Limited Partner to the Partnership, the Initial Limited Partner, and thereafter any Person named as a Limited Partner in Exhibit A, as such Exhibit may be amended from time to time, upon the execution and delivery by such Person of an additional limited partner signature page, or any Substituted Limited Partner or Additional Limited Partner, in such Person’s capacity as a Limited Partner of the Partnership.

  • Consenting working interest owner means any working interest owner who enters into an agreement with SWN pertaining to the operation of the Posey B 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.

  • Class B Member means a Member holding one or more Class B Ordinary Shares.