Partnership Fundamental Change Election definition

Partnership Fundamental Change Election has the meaning assigned to such term in Section 5.13(g)(i).
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Partnership Fundamental Change Election to convert all, but not less than all, of the Class B Units into Common Units immediately prior to the consummation of an Elective Fundamental Change subject to the terms and conditions of this Section 5.13(g). If the Partnership desires to make a Partnership Fundamental Change Election it shall, not less than 15 days prior to the date of the expected consummation of an Elective Fundamental Change, send a written notice to each holder of Class B Units: (A) describing the transaction or transactions that constitute such Elective Fundamental Change; (B) stating the expected date of consummation of such Elective Fundamental Change and the Partnership’s computation of the number of Common Units into which each Class B-1 Unit and Class B-2 Unit would be converted pursuant to a Fundamental Change Conversion on such expected consummation date; and (C) stating that the Partnership has made a Partnership Fundamental Change Election with respect to such Elective Fundamental Change. The Partnership may, by written notice to the holders of Class B Units, revoke a Partnership Fundamental Change Election at any time prior to the 15th day prior to the date of the consummation of the applicable Elective Fundamental Change; provided, that the Partnership thereafter (or simultaneously therewith) timely sends the notice to the holders of Class B Units contemplated by Section 5.13(g)(ii).
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Partnership Fundamental Change Election has the meaning assigned to such term in Section 5.13(g)(i). “Partnership Group” means, collectively, the Partnership and its Subsidiaries.
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Examples of Partnership Fundamental Change Election in a sentence

  • Subject to the terms of this Agreement, the Partnership hereby agrees that, in connection with the Merger, it will not make a Partnership Fundamental Change Election (as such term is defined in the Partnership Agreement), and each Unitholder hereby agrees that, in connection with the Merger, it will not make a Class B Fundamental Change Election (as such term is defined in the Partnership Agreement).

  • The Partnership may, by written notice to the Class B Unitholders, revoke a Partnership Fundamental Change Election at any time prior to the 15th day prior to the date of the consummation of the applicable Elective Fundamental Change; provided, that the Partnership thereafter (or simultaneously therewith) timely sends the notice to the Class B Unitholders contemplated by Section 5.7(h)(ii).

Related to Partnership Fundamental Change Election

  • Common Stock Fundamental Change means any Fundamental Change in which more than 50% of the value (as determined in good faith by the Board of Directors of the Company) of the consideration received by holders of Common Stock consists of common stock that, for the 10 Trading Days immediately prior to such Fundamental Change, has been admitted for listing or admitted for listing subject to notice of issuance on a national securities exchange or quoted on Nasdaq National Market, provided, however, that a Fundamental Change shall not be a Common Stock Fundamental Change unless either (i) the Company continues to exist after the occurrence of such Fundamental Change and the outstanding Preferred Stock continues to exist as outstanding Preferred Stock, or (ii) not later than the occurrence of such Fundamental Change, the outstanding Preferred Stock is converted into or exchanged for shares of convertible preferred stock, which convertible preferred stock has powers, preferences and relative, participating optional or other rights, and qualifications, limitations and restrictions substantially similar (but no less favorable) to those of the Preferred Stock.

  • Non-Stock Fundamental Change means any Fundamental Change other than a Common Stock Fundamental Change.

  • Fundamental Change shall be deemed to have occurred at the time after the Notes are originally issued if any of the following occurs:

  • Fundamental Change Notice has the meaning specified in Section 8.02(a).

  • Make-Whole Fundamental Change Conversion Period has the following meaning:

  • Exchange Election shall have the meaning specified in Section 14.12(a).

  • Fundamental Change Effective Date means the date on which any Fundamental Change becomes effective.

  • Make-Whole Fundamental Change Period shall have the meaning specified in Section 14.03(a).

  • Fundamental Change Repurchase Notice shall have the meaning specified in Section 15.02(b)(i).

  • Make-Whole Fundamental Change means any transaction or event that constitutes a Fundamental Change (as defined above and determined after giving effect to any exceptions to or exclusions from such definition, but without regard to the proviso in clause (b) of the definition thereof).

  • Fundamental Change Purchase Notice has the meaning specified in Section 3.01(a)(i).

  • Make-Whole Fundamental Change Effective Date means (A) with respect to a Make-Whole Fundamental Change pursuant to clause (A) of the definition thereof, the date on which such Make-Whole Fundamental Change occurs or becomes effective; and (B) with respect to a Make-Whole Fundamental Change pursuant to clause (B) of the definition thereof, the applicable Redemption Notice Date.

  • Fundamental Change Repurchase Date shall have the meaning specified in Section 15.02(a).

  • Fundamental Change Purchase Date has the meaning specified in Section 8.01(a).

  • Fundamental Change Repurchase Price shall have the meaning specified in Section 15.02(a).

  • Exempted Fundamental Change means any Fundamental Change with respect to which, in accordance with Section 4.02(I), the Company does not offer to repurchase any Notes.

  • Fundamental Change Company Notice shall have the meaning specified in Section 15.02(c).

  • Form of Fundamental Change Repurchase Notice means the “Form of Fundamental Change Repurchase Notice” attached as Attachment 2 to the Form of Note attached hereto as Exhibit A.

  • Fundamental Change Purchase Price has the meaning specified in Section 5.01(a).

  • Form of Fundamental Change Purchase Notice means the “Form of Fundamental Change Purchase Notice” attached as Attachment 2 to the Form of Note attached hereto as Exhibit A.

  • Fundamental Change Expiration Time shall have the meaning specified in Section 16.02(b)(ix).

  • Repurchase Upon Fundamental Change means the repurchase of any Note by the Company pursuant to Section 4.02.

  • Partnership Change of Control means Tesoro Corporation ceases to Control the General Partner.

  • Distribution Election With respect to any Series, as specified in the related Supplement.

  • Stock Election shall have the meaning set forth in Section 3.2.2.

  • Failed Remarketing Condition—Purchased VRDP Shares Redemption means redemption by the Fund, at a Redemption Price equal to $100,000 per share plus accumulated but unpaid dividends thereon (whether or not earned or declared) to, but excluding, the date fixed by the Board of Directors for redemption, of VRDP Shares that the Liquidity Provider shall have acquired pursuant to the Purchase Obligation and continued to be the beneficial owner of for federal income tax purposes for a period of six months during which such VRDP Shares cannot be successfully remarketed (i.e., a Failed Remarketing Condition--Purchased VRDP Shares shall have occurred and be continuing for such period of time with respect to such VRDP Shares), determined by the Fund on a first-in, first-out basis, in accordance with and subject to the provisions of the VRDP Fee Agreement and this Statement.