Partnership Restructure definition

Partnership Restructure means any transaction or series of related transactions, or any event, the result of which will be, or is, (i) that more than 75% of the voting power of the Common Units (not including the Class B Convertible Preferred Units) is held by a person or group of persons that are Affiliates of the General Partner; (ii) the Common Units cease to be listed on a U.S. national securities exchange; provided, however, that a delisting resulting solely from the Partnership’s failure to meet the minimum listing standards because of the trading price of the Common Units that cannot be cured using commercially reasonable efforts shall not be considered a Partnership Restructure; (iii) a merger or consolidation approved by the Board of Directors and the General Partner, to the extent such approvals are required; or (iv) a going private transaction of the Partnership, meaning that less than 50% of the Common Units outstanding as of May 22, 2012 are outstanding (provided that for purposes of this clause (iv) Common Units held by the General Partner or any of its Affiliates shall not be considered outstanding).
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Partnership Restructure means the restructuring steps set out in Schedule 3; “Permitted Distribution" means: (a) any amounts payable or required to be distributed under the Partnership Restructure; (b) any: distribution, including any dividend or interim dividend, whether in case or kind, declared, paid or made in respect of the Partnership Interests in accordance with the Partnership Agreement; and any interest paid in respect of the Partnership Loan Agreement, in each case in the ordinary course and paid prior to 24 December 2019; “Purchase Price” means the LP Sale Interest Purchase Price plus the GP Sale Interest Purchase Price; 10
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Partnership Restructure means any transaction or series of related transactions, or any event, the result of which will be, or is,
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More Definitions of Partnership Restructure

Partnership Restructure means any transaction or series of related transactions, or any event, the result of which will be, or is, (i) that more than 75% of the voting power of the Common Units (not including the Class B Convertible Preferred Units) is held by a person or group of persons that are Affiliates of the General Partner; (ii) the Common Units cease to be listed on a U.S. national securities exchange; provided, h owever, that a delisting resulting solely from the Partnership’s failure to meet the minimum listing standards because of the trading price of the Common Units that cannot be cured using commercially reasonable efforts shall not be considered a Partnership Restructure; (iii) a merger or consolidation approved by the Board of Directors and the General Partner, to the extent such approvals are required; or (iv) a going private transaction of the Partnership, meaning that less than 50% of the Common Units outstanding as of May 22, 2012 are outstanding (provided that for purposes of this clause (iv) Common Units held by the General Partner or any of its Affiliates shall not be considered outstanding).
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Related to Partnership Restructure

  • Limited Partnership Agreement means the Second Amended and Restated Agreement of Limited Partnership of the Partnership dated as of March 9, 2004, as amended from time to time.

  • Partnership Agreements means the partnership agreements together with all agreements, certificates and other documents provided to and approved by Lender and which govern the existence, operation and ownership of the Partnerships.

  • Operating Partnership Agreement means the Fifth Amended and Restated Agreement of Limited Partnership of the Operating Partnership, as it may be amended, supplemented or restated from time to time.

  • Borrower Partnership Agreement means the Limited Partnership Agreement of the Borrower dated as of January 17, 2014 as such agreement may be amended, restated, modified or supplemented from time to time with the consent of the Administrative Agent or as permitted under Section 10.10.

  • Public-private partnership agreement means an agreement

  • Partnership Agreement means the Amended and Restated Agreement of Limited Partnership of the Operating Partnership dated as of , 2011, as the same may be amended, modified or restated from time to time.

  • MLP Partnership Agreement means the Amended and Restated Agreement of Limited Partnership of the MLP, as amended or restated from time to time.

  • Original Partnership Agreement has the meaning set forth in the recitals to this Agreement.

  • Substituted Limited Partner means a Person who is admitted as a Limited Partner to the Partnership pursuant to Section 11.4.

  • Operating Agreement means the agreement, whether or not referred to as an operating agreement and whether oral, in a record, implied, or in any combination thereof, of all the members of a limited liability company, including a sole member, concerning the matters described in section 489.110, subsection 1. The term includes the agreement as amended or restated.

  • General Partnership Interest means a Partnership Interest held by the General Partner that is a general partnership interest.

  • Limited Partnership Interest means the ownership interest of a Limited Partner in the Partnership at any particular time, including the right of such Limited Partner to any and all benefits to which such Limited Partner may be entitled as provided in this Agreement and in the Act, together with the obligations of such Limited Partner to comply with all the provisions of this Agreement and of such Act.

  • LP Agreement has the meaning set forth in the Recitals.

  • Pledged Partnership Agreements means all of each Grantor’s rights, powers, and remedies under the partnership agreements of each of the Pledged Companies that are partnerships.

  • Partnership Property means any property, real, personal or mixed, or any interest therein or appurtenant thereto which may be owned or acquired by the Partnership.

  • MLP Agreement means the First Amended and Restated Agreement of Limited Partnership of the MLP, as it may be amended, restated, supplemented or otherwise modified from time to time.

  • MLP has the meaning given such term in the introduction to this Agreement.

  • Exchange Agreements means the GSK Exchange Agreement, the Pfizer Exchange Agreement and the SLP Exchange Agreement;

  • Holdco has the meaning set forth in the Preamble.

  • Partnership Subsidiary means Host LP and any partnership, limited liability company, or other entity treated as a partnership for federal income tax purposes or disregarded as a separate entity for federal income tax purposes in which either Host REIT or Host LP owns (or owned on or after January 1, 1999) an interest, either directly or through one or more other partnerships, limited liability companies or other entities treated as a partnership for federal income tax purposes or disregarded as a separate entity for federal income tax purposes (whether or not Host REIT or Host LP has a controlling interest in, or otherwise has the ability to control or direct the operation of, such entity). Notwithstanding the foregoing, the term “Partnership Subsidiary” shall not in any way be deemed to include the Non-Controlled Subsidiaries or subsidiaries thereof, the Taxable REIT Subsidiaries or subsidiaries thereof, or the Subsidiary REITs or subsidiaries thereof.

  • Holdings LLC Agreement means the Amended and Restated Limited Liability Company Agreement of Holdings dated as of the Closing Date.

  • GP Unit means a Partnership Unit which is designated as a GP Unit of the Partnership.

  • Blocker has the meaning set forth in the preamble.

  • Holding Entities means the subsidiaries of the Infrastructure Partnership, from time to time, through which it indirectly holds all of the Partnership’s interests in the operating entities.

  • OP Agreement means the agreement of limited partnership of ATA Holdings, as amended and in effect from time to time.

  • Exchange Agreement has the meaning set forth in the Recitals.