MRD Entities definition

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MRD Entities means the Company, MRD LLC and their respective subsidiaries, other than the Partnership and its subsidiaries, Bluestone Natural Resources Holdings, LLC (“Bluestone”), MRD Royalty LLC (“MRD Royalty”), MRD Midstream LLC (“MRD Midstream”), Golden Energy Partners LLC, (“Golden Energy”), Classic Pipeline & Gathering, LLC (“Classic Pipeline”) or WildHorse Resources Management Company, LLC (“WHR Management”); (ii) “MRD LLC” means Memorial Resource Development LLC, a Delaware limited liability company; (iii) the “Partnership” means Memorial Production Partners LP, a Delaware limited partnership; (iv) the “General Partner” means Memorial Production Partners GP LLC, a Delaware limited liability company and the sole general partner of the Partnership; and (v) “MRD Properties” means the properties and assets owned by the MRD Entities. Prior to, on or after the Closing Date, the following transactions will occur:

MRD Entities means the Funds and the Memorial Entities. This is to confirm the agreement among the Partnership Parties and the Underwriters concerning the purchase by the Underwriters of the Firm Units and of the Option Units, if any, from the Partnership by the Underwriters.

Examples of MRD Entities in a sentence

The reserve engineers who prepared the reports and audits upon which the estimates of the proved reserves of the MRD Properties disclosed in the General Disclosure Package and the Offering Memorandum were based are independent petroleum engineers with respect to the MRD Entities and for the periods set forth in the General Disclosure Package and the Offering Memorandum.
Each of the MRD Entities is validly existing as a limited partnership, limited liability company or corporation, as applicable, in good standing under the laws of its jurisdiction of organization with full power and authority to enter into and perform its respective obligations under this Agreement and the other Transaction Documents and consummate the transactions contemplated hereby and thereby.
No labor problem or dispute with the employees of any of the MRD Entities exists or, to the knowledge of the Company, is imminent that could have a Material Adverse Effect.
Except as set forth in the General Disclosure Package and the Offering Memorandum, there are no outstanding options, warrants or other rights to acquire or purchase, or instruments convertible into or exchangeable for, any equity interests of the MRD Entities.
None of the MRD Entities has taken, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the 1934 Act or otherwise, stabilization or manipulation of the price of any security of the MRD Entities to facilitate the sale or resale of the Securities.
None of the MRD Entities is now, and immediately following the issuance and sale of the Securities by the MRD Parties hereunder and application of the net proceeds from such sale as described in the General Disclosure Package and the Offering Memorandum under the caption “Use of Proceeds” will be, an “investment company” or a company “controlled by” an “investment company” within the meaning of the 1940 Act.

More Definitions of MRD Entities

MRD Entities means the MRD Parties and their respective subsidiaries other than the Partnership and its subsidiaries; (iv) “Partnership” means Memorial Production Partners LP, a Delaware limited partnership; (v) “General Partner” means Memorial Production Partners GP LLC, a Delaware limited liability company and the sole general partner of the Partnership; and (vi) “MRD Properties” means the properties and assets owned by the MRD Entities. The Securities will be offered and sold to the Initial Purchasers without registration under the 1933 Act, in reliance on the exemption provided by Section 4(a)(2) of the 1933 Act. The MRD Parties have prepared a preliminary offering memorandum, dated June 23, 2014 (the “Preliminary Offering Memorandum”), and a pricing term sheet substantially in the form attached hereto as Exhibit D (the “Pricing Term Sheet”) setting forth the terms of the Securities omitted from the Preliminary Offering Memorandum. Promptly following the execution of this Agreement, the MRD Parties will prepare an offering memorandum, dated June 25, 2014 (the “Offering Memorandum”), setting forth information regarding the MRD Entities and the Securities. The Preliminary Offering Memorandum, as supplemented and amended as of the Applicable Time, together with the Pricing Term Sheet and any of the documents listed on Exhibit E hereto are collectively referred to as the “General Disclosure Package.” The MRD Parties hereby confirm that they have authorized the use of the General Disclosure Package and the Offering Memorandum in connection with the offering and resale of the Securities by the Initial Purchasers. You have advised the Company that you will resell, in the case of (i) below, and offer and resell, in the case of (ii) below (collectively, the “Exempt Resales”), the Securities purchased by you hereunder on the terms set forth in each of the General Disclosure Package and the Offering Memorandum, as amended or supplemented, solely to (i) persons whom you reasonably believe to be “qualified institutional buyers” as defined in Rule 144A under the 1933 Act (“QIBs”), and (ii) in compliance with Regulation S under the 1933 Act (“Regulation S”). Those persons specified in clauses (i) and (ii) of this paragraph are referred to herein as “Eligible Purchasers.” Holders (including subsequent transferees) of the Securities will have the benefit of the registration rights set forth in the registration rights agreement substantially having the terms described in the General...

MRD Entities means the Company and its subsidiaries, other than the Partnership and its subsidiaries; (ii) the “Partnership” means Memorial Production Partners LP, a Delaware limited partnership; (iii) the “General Partner” means Memorial Production Partners GP LLC, a Delaware limited liability company and the sole general partner of the Partnership; and (iv) “MRD Properties” means the properties and assets owned by the MRD Entities. In addition, any reference herein to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer and include any documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Exchange Act prior to the Effective Date or the issue date of the Base Prospectus, any Preliminary Prospectus or the Prospectus, as the case may be; and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date or the issue date of the Base Prospectus, any Preliminary Prospectus or the Prospectus, as the case may be, deemed to be incorporated therein by reference.

MRD Entities means MRD and its subsidiaries (and (i) where the context refers to a time prior to the Closing, “MRD Entities” includes the LLCs and the General Partner, and (ii) where the context refers to any time after the Closing, “MRD Entities” excludes the LLCs and the General Partner), and the term “Partnership Entities” means the Partnership and its subsidiaries (and (i) where the context refers to a time prior to the Closing, “Partnership Entities” excludes the LLCs and the General Partner, and (ii) where the context refers to any time after the Closing, “Partnership Entities” includes the LLCs and the General Partner);