Examples of Partners Conflicts Committee in a sentence
With respect to any waiver or consent for which this Agreement expressly requires waiver or consent by the Partners Conflicts Committee, no waiver or consent by or on behalf of Partners pursuant to or as contemplated by this Agreement shall have any effect unless such waiver or consent is expressly approved by the Partners Conflicts Committee.
At a meeting duly called and held, the Partners Conflicts Committee determined, by unanimous vote, that this Agreement and the transactions contemplated hereby, are fair and reasonable to and in the best interests of Partners and the Partners Unaffiliated Unitholders and approved this Agreement and the transactions contemplated hereby by Special Approval (as defined in the Partners Partnership Agreement).
The Partners Conflicts Committee has received the opinion of Evercore Group L.L.C. (“Evercore”), dated the date of this Agreement, to the effect that, as of the date of such opinion, the Exchange Ratio is fair to the Partners Unaffiliated Unitholders from a financial point of view.
With respect to any act or failure to act for which this Agreement expressly requires action or inaction by the Partners Conflicts Committee, no such act or failure to act by the Partners Board shall constitute a breach by Partners of this Agreement unless such act or failure to act is expressly approved by the Partners Conflicts Committee.
The Partners Conflicts Committee has determined that this Agreement and the transactions contemplated hereby, including the Merger, the New Partners Common Unit Issuance and the Partners Amended and Restated Partnership Agreement (collectively, the “Merger Transactions”) are fair and reasonable to, and in the best interests of, Partners and the Partners Unaffiliated Unitholders, and approved and declared the advisability of this Agreement and the Merger Transactions.
Section 9.2 of the Simplification Agreement provides that prior to the Effective Time any provision of the Simplification Agreement may be amended by an agreement in writing between the parties to the Simplification Agreement and approved by the Partners Conflicts Committee and by the Holdings Conflicts Committee, subject to certain exceptions, and the Partners Conflicts Committee and the Holdings Conflicts Committee have approved this Amendment.
In the case of Partners, Tudor Xxxxxxxxx has delivered to the Partners Conflicts Committee its written opinion dated as of the date hereof, that as of such date, the Transformation to be effected pursuant to this Agreement is fair, from a financial point of view, to the holders of the Partners Common Units (other than Affiliates of Partners who are holders of Holdings Common Units), a copy of which written opinion has been provided to the Holdings GP Board.
No child, or any person under this Code, shall or attempt to, cause distress upon another upon one (1) or more students through any written or verbal expression, or physical act, threat or gesture, or any intentional display of force, or a pattern thereof, intended to intimidate, terrorize, or give the victim reason to believe they were in fear of expecting immediate bodily harm.
With respect to any act or failure to act for which this Agreement expressly requires action or inaction by the Partners Conflicts Committee, no such act or failure to act by the Partners GP Board shall constitute a breach by Partners of this Agreement unless such act or failure to act is expressly approved by the Partners Conflicts Committee.
If Tenant fully complies with clause (b) above, then Tenant shall not be required to comply with Section 35.1 of the Lease with respect to the Suite 100 Premises.