Limited Preemptive Right definition

Limited Preemptive Right. Section 5.8 of the Existing FELP LP Agreement shall be amended such that the preemptive right set forth therein does not apply to the issuance of Common Units upon conversion of the Convertible PIK Notes or the exercise of Warrants. Limits on the Discretion of the General Partner: The discretion of the General Partner (as defined in the Existing FELP LP Agreement) to adopt certain conventions, make certain special allocations, and make certain amendments to the FELP LP Agreement, all in an effort to preserve and achieve uniformity of the Limited Partner Interests (as defined in the Existing FELP LP Agreement) shall be limited such that no such conventions may be adopted, no such special allocations may be made and no such amendments may be made if, in any such case, the same would result in a material adverse effect on the treatment of the Convertible PIK Notes, the Warrants and/or the holders of any thereof. The Existing FELP LP Agreement shall be amended to include provisions to such effect. NY 76190361v2 Schedule 9 Description of Material Responsibilities of Synergy and Conflicts Committee8 The Synergy and Conflicts Committee shall be comprised of the three independent members of the Board that constitute Independent Directors. Replacement of any members of the Synergy and Conflicts Committee shall be in accordance with the Existing FEGP LLC Agreement, as amended by the FEGP LLC Agreement Amendment (as amended, the “FEGP LLC Agreement”), so long as such members are only Independent Directors. The Synergy and Conflicts Committee shall be responsible for (i) reviewing, approving, or denying approval of any unbudgeted affiliate or synergy transactions involving the Partnership, in each case having a value in excess of $5 million; and (ii) reviewing, approving, or denying approval of any transaction which would, if consummated, provide financing for or be materially related to the redemption of the Convertible PIK Notes. The Synergy and Conflicts Committee shall also serve as the general conflicts committee of the Board. To the extent permitted by the FEGP LLC Agreement, the Synergy and Conflicts Committee shall (i) have the right to retain independent financial and legal advisors of its own choosing, (ii) be empowered to act on behalf of the Partnership independently of any affiliates or interested directors, and (iii) have the power to enforce the decision made by it (including any decision to reject any proposed transaction with any affiliate of the Part...
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Related to Limited Preemptive Right

  • Preemptive Right has the meaning set forth in Section 9.6(a).

  • Preemptive Rights has the meaning set forth in Section 4.18(c).

  • Put Right has the meaning set forth in Section 8.05(a).

  • Series A Units means Series A currency hedged mutual fund units or Series A non-currency hedged mutual fund units of a fund, as applicable.

  • Limited Partner Interest means a Partnership Interest of a Limited Partner in the Partnership representing a fractional part of the Partnership Interests of all Limited Partners and includes any and all benefits to which the holder of such a Partnership Interest may be entitled as provided in this Agreement, together with all obligations of such Person to comply with the terms and provisions of this Agreement. A Limited Partner Interest may be expressed as a number of Partnership Common Units, Partnership Preferred Units or other Partnership Units.