Interested Unitholder has the meaning set forth in Section 13.1(h).
Interested Unitholder means any Person (other than the Company or any direct or indirect majority-Owned Subsidiary of the Company) (i) that is the Owner of 15% or more of the Outstanding Voting Units of the Company or (ii) that is an Affiliate or Associate of the Company and was the Owner of 15% or more of the Outstanding Voting Units at any time within the three-year period immediately prior to the date on which it is sought to be determined whether such Person is an Interested Unitholder, and also the Affiliates and Associates of such Person; provided, however, that the term Interested Unitholder shall not include (a) the Transocean Member, any Transocean Direct Transferee, any Transocean Indirect Transferee or any of their respective Affiliates or successors or any “group” (as such term is used in Rule 13d-5 of the Exchange Act) or any member of any such group, of which such Persons are a party under Rule 13d-5 of the Exchange Act; (b) any Person whose Ownership of Voting Units in excess of the 15% limitation is the result of (i) action taken solely by the Company or (ii) the application of Section 11.3(b); provided that such Person shall be an Interested Unitholder if thereafter such Person acquires additional Voting Units, except as a result of (x) further corporate action not caused, directly or indirectly, by such Person or (y) the exercise of the limited preemptive right in Section 5.6; or (c) any Person to the extent its ownership is attributable to that Person’s participation as a bona fide underwriter in an offering of Units. For the purpose of determining whether a Person is an Interested Unitholder, the Voting Units deemed to be in issue shall include Voting Units deemed to be Owned by the Person (through the application of the definition of “Owner”) but shall not include any other unissued Voting Units which may be issuable pursuant to any agreement, arrangement or understanding, or upon exercise of conversion rights, warrants or options, or otherwise.
Interested Unitholder means any Person, including its Affiliates and Associates (other than the Partnership or any Subsidiary of the Partnership, any employee benefit plan maintained by the Partnership or any Subsidiary thereof or any trustee or fiduciary with respect to any such plan when acting in such capacity), that:
Examples of Interested Unitholder in a sentence
Nothing contained in this Article XIII shall be construed to relieve the members of the Board of Directors or an Interested Unitholder from any fiduciary obligation imposed by applicable law or this Agreement.
More Definitions of Interested Unitholder
Interested Unitholder means any Person (other than the Manager, the Company or any Subsidiary of the Company, any employee benefit plan maintained by the Company or any Subsidiary thereof or any trustee or fiduciary with respect to any such plan when acting in such capacity) that:
(i) is, or was at any time within the three-year period immediately prior to the date in question, the Beneficial Owner of fifteen percent (15%) or more of the then Outstanding Units and who did not become the Beneficial Owner of such amount of Units pursuant to a transaction that was approved by the affirmative vote of a majority of the Entire Board of Directors; or
(ii) is an assignee of, or has otherwise succeeded to, any Units of which an Interested Unitholder was the Beneficial Owner at any time within the three (3)-year period immediately prior to the date in question, if such assignment or succession shall have occurred in the course of a transaction, or series of transactions, not involving a public offering within the meaning of the Securities Act. For the purpose of determining whether a Person is an Interested Unitholder, the Units that may be issuable or exchangeable by the Company to the Interested Unitholder pursuant to any agreement, arrangement or understanding, or upon the exercise of conversion rights, warrants or options, or otherwise, shall be included, but not any other Units that may be issuable or exchangeable by the Company pursuant to any agreement, arrangement or understanding, or upon the exercise of conversion rights, warrants or options, or otherwise, to any Person who is not the Interested Unitholder.
Interested Unitholder means Heidi Tibben, the votes of whom are required to be excluded from the “minority approval” vote under MI 61-101;
Interested Unitholder means any Person (other than the Manager, the Company or any Subsidiary of the Company, any employee benefit plan maintained by the Company or any Subsidiary thereof or any trustee or fiduciary with respect to any such plan when acting in such capacity) that:
Interested Unitholder means, collectively, (i) any interested party to the Transaction within the meaning of MI 61- 101; and (ii) any person that is a joint actor with any of the foregoing for purposes of MI 61-101; and “Interested Unitholder” shall mean any one of them;