Examples of GP Membership Interest in a sentence
The execution, delivery and performance of this Agreement by each of the Burro Parties and the consummation of the transactions contemplated hereby, subject to (i) receipt of the GP Membership Interest Approval, which shall be obtained promptly following the execution of this Agreement and (ii) receipt of the Partnership Unitholder Approval, have been duly authorized and approved by all requisite partnership or limited liability company action on the part of each of the Burro Parties.
Other than the General Partner Interest, the Incentive Distribution Rights, the Cove Point GP Membership Interest, the CP General Partner Interest and the Preferred Equity Interest, at each applicable Delivery Date, after giving effect to the Transactions, none of the Partnership Entities will own, directly or indirectly, any equity or long-term debt securities of any corporation, partnership, limited liability company, joint venture, association or other entity.
The Contribution Documents will be legally sufficient to transfer or convey the Cove Point GP Membership Interest, the CP General Partner Interest and the Preferred Equity Interest to the Partnership, as contemplated by the Registration Statement and the most recent Preliminary Prospectus, subject to the conditions, reservations, encumbrances and limitations contained in the Contribution Agreement and described in the Registration Statement and the most recent Preliminary Prospectus.
The parties hereto agree that the contribution and assignment of the GP Membership Interest by the Partnership to MGG GP Holdings, the MGG GP Holdings’ admission as the sole member of GP LLC and the Partnership ceasing to be a member of GP LLC, shall not dissolve GP LLC, and GP LLC shall be continued without dissolution.
An assignment (the “Assignment of Interest”), substantially in the form attached hereto as Exhibit B, evidencing the conveyance, assignment, transfer and delivery to HPIP of the Transferred AMID GP Membership Interest, duly executed by Seller.
In particular, FINRA will consider whether additional relief may be warranted to address any backlog of 2020 inspections that may continue to exist in light of ongoing public health and safety concerns.FINRA has filed the proposed rule change for immediate effectiveness and has requested that the SEC waive the requirement that the proposed rule change not become operative for 30 days after the date of the filing, so FINRA can implement the proposed rule change immediately.
The Transferred AMID GP Membership Interest is owned by Seller free and clear of all Liens, other than (i) transfer restrictions imposed by federal and state securities laws; (ii) any transfer restrictions contained in the GP LLC Agreement; and (iii) the GP Notes.
HPIP and Seller agree to (i) allocate the Purchase Price among the Transferred AMID GP Membership Interest and the Subordinated Units as set forth on Schedule 5.7 of the HPIP Disclosure Schedule, (ii) treat and report the transactions contemplated by this Agreement in all respects consistent with such agreed allocation for purposes of any Taxes, and (iii) not take any action inconsistent with such obligations.
Notwithstanding any provision in the GP LLC Agreement, MGG GP Holdings is hereby admitted to GP LLC as the sole member of GP LLC simultaneously with the consummation of the contribution and assignment of the GP Membership Interest by the Partnership to MGG GP Holdings contemplated hereby, and immediately thereafter, the Partnership shall and does hereby cease to be a member of GP LLC, and shall thereupon cease to have or exercise any right or power as a member of GP LLC.
The Partnership hereby contributes and assigns the GP Membership Interest to MGG GP Holdings as a capital contribution and MGG GP Holdings hereby accepts such GP Membership Interest.