Partnership Rollup Event definition

Partnership Rollup Event means any transaction or series of related transactions pursuant to which (a) ETRN or any of its Affiliates would acquire (i) all or substantially all of the Partnership’s assets or (ii) all or substantially all of the Partnership’s outstanding Common Units not already beneficially owned by ETRN and its Affiliates or (b) (i) the Partnership would merge with or into ETRN or any wholly owned Subsidiary thereof or (ii) any Affiliate of ETRN would merge with or into the Partnership if immediately following such merger only one of ETRN (or its successor in such merger) or the Partnership (or its successor in such merger) would (x) remain in existence or (y) have its common equity listed or admitted to trade on a National Securities Exchange. Notwithstanding anything to the contrary in this Agreement, any transaction or series of related transactions that satisfies the foregoing definition of “Partnership Rollup Event” shall not be deemed to be a Partnership Restructuring Event.
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Partnership Rollup Event means any transaction or series of related transactions pursuant to which Xxxxxxxx 66 Company or any of its Affiliates (other than the Partnership or any of its Subsidiaries) would acquire (a) all or substantially all of the Partnership’s assets or (b) all of the Partnership’s outstanding Common Units.
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Partnership Rollup Event has the meaning given to such term in the Partnership Agreement.
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Examples of Partnership Rollup Event in a sentence

  • Notwithstanding the foregoing but subject to the proviso below and Section 5.11(b)(v)(B) , each Series A Preferred Unitholder shall be entitled to elect any of the options set forth in clauses (1) through (4) above with respect to any Partnership Rollup Event; provided, however, that no such Series A Preferred Unitholder shall be entitled to require the Partnership to deliver to such Series A Preferred Unitholder a Series A Substantially Equivalent Unit pursuant to clause (2) above.

  • Except in the case of a Partnership Rollup Event or a Partnership Restructuring Event, the Borrower will not make, nor permit its Subsidiaries to make, any Disposition (whether in one transaction or a series of transactions) that constitutes all or substantially all of the assets of the Borrower and its Subsidiaries, taken as a whole.

  • For the avoidance of doubt, in the case of a Partnership Rollup Event, each Series A Preferred Unitholder may elect to exercise any of the options provided under Section 5.11(b)(vi)(B)(1), Section 5.11(b)(vi)(B)(2) or Section 5.11(b)(vi)(B)(4).

  • After any such redemption, any such redeemed Series A Preferred Unit shall no longer constitute an issued and Outstanding Limited Partner Interest.For the avoidance of doubt, in the case of a Partnership Rollup Event, each Series A Preferred Unitholder may elect to exercise any of the options provided under Section 5.11(b)(vi)(B)(1) , Section 5.11(b)(vi)(B)(2) or Section 5.11(b)(vi)(B)(4) .(vii) Restrictions on Transfers of Series A Preferred Units .


More Definitions of Partnership Rollup Event

Partnership Rollup Event means any transaction or series of related transactions pursuant to which Phillips 66 Company or any of its Affiliates (other than the Partnership or any of its Subsidiaries) would acquire (a) all or substantially all of the Partnership’s assets or (b) all of the Partnership’s outstanding Common Units.
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Partnership Rollup Event means any transaction or series of related transactions pursuant to which Phillips 66 Company or any of its Affiliates (other than the Partnership or any of its Subsidiaries) would acquire (a) all or substantially all of the Partnership’s assets or (b) all of the Partnership’s outstanding Common Units. “ Per Unit Capital Amount ” means, as of any date of determination, the Capital Account, stated on a per Unit basis, underlying any Unit held by a Person other than the General Partner or any Affiliate of the General Partner who holds Units. “ Percentage Interest ” means, as of any date of determination, (a) as to the General Partner with respect to General Partner Units and as to any Unitholder with respect to Units (other than with respect to the Series A Preferred Units), as the case may be, the product obtained by multiplying (i) 100% less the percentage applicable to clause (b) below by (ii) the quotient obtained by dividing (A) the number of General Partner Units held by the General Partner or the number of Units held by such Unitholder (excluding Series A Preferred Units), as the case may be, by (B) the total number of Outstanding Units (excluding Series A Preferred Units) and General Partner Units, and (b) as to the holders of other Partnership Interests issued by the Partnership in accordance with Section 5.6 , the percentage established as a part of such issuance. The Percentage Interest with respect to an Incentive Distribution Right and a Series A Preferred Unit shall at all times be zero. “ Person ” means an individual or a corporation, firm, limited liability company, partnership, joint venture, trust, unincorporated organization, association, government agency or political subdivision thereof or other entity. “ Phillips 66 Carrier ” means Phillips 66 Carrier LLC, a Delaware limited liability company. “ Phillips 66 Company ” means Phillips 66 Company, a Delaware corporation. “ Phillips 66 Pipeline ” means Phillips 66 Pipeline LLC, a Delaware limited liability company. “ Plan of Conversion ” has the meaning given such term in Section 14.1 . “ Potential Additional Transfer Period ” has the meaning set forth in Section 5.11(b)(vii)(D) . “ Prior Agreement ” has the meaning given such term in the recitals to this Agreement. “ Privately Placed Units ” means any Common Units issued for cash or property other than pursuant to a public offering. “ Pro Rata ” means (a) when used with respect to Units or any class thereof (other than Series A Preferred Un...
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Partnership Rollup Event means any transaction or series of related transactions pursuant to which (a) ETRN or any of its Affiliates would acquire (i) all or substantially all of the Partnership’s assets or (ii) all or substantially all of the Partnership’s outstanding Common Units not already beneficially owned by ETRN and its Affiliates or (b) (i) the Partnership would merge with or into ETRN or any wholly owned Subsidiary thereof or (ii) any Affiliate of ETRN would merge with or into the Partnership if immediately following such merger only one of ETRN (or its successor in such merger) or the Partnership (or its successor in such merger) would (x) remain in existence or (y) have its common equity listed or admitted to trade on a National Securities Exchange. Notwithstanding anything to the contrary in this Agreement, any transaction or series of related transactions that satisfies the foregoing definition of “ Partnership Rollup Event ” shall not be deemed to be a Partnership Restructuring Event.
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Related to Partnership Rollup Event

  • Partnership Unit means a fractional, undivided share of the Partnership Interests of all Partners issued hereunder. The allocation of Partnership Units among the Partners shall be as set forth on Exhibit A, as may be amended from time to time.

  • Deemed Partnership Interest Value means, as of any date with respect to any class of Partnership Interests, the Deemed Value of the Partnership Interests of such class multiplied by the applicable Partner's Percentage Interest of such class.

  • Partnership Percentage means the percentage share of each Partner in the Net Income or Net Loss of the Partnership. The Partners’ initial Partnership Percentages shall be proportionate to the Partners’ initial Capital Contributions to the Partnership. Thereafter, subject to Section 1.68(g), such Partnership Percentages shall be adjusted only to reflect a disproportionate Capital Contribution by one or more Partners or a disproportionate distribution to one or more Partners, with disproportion being determined in accordance with Sections 4.2(a) and 4.5(b), except as set forth in Section 1.68(f).

  • 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.

  • 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.

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

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

  • 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.

  • Partnership Representative has the meaning set forth in Section 5.2(a).

  • Foreign limited partnership means a partnership formed under laws other than of this state and having as partners one or more general partners and one or more limited partners.

  • 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.

  • Public-private partnership agreement means an agreement

  • Class B Limited Partner means any Person executing (by power of attorney or otherwise) this Agreement as of the date hereof as a Class B Limited Partner or hereafter admitted to the Partnership as a Class B Limited Partner as herein provided, but shall not include any Person who has ceased to be a Class B Limited Partner in the Partnership.

  • Section 385 Controlled Partnership has the meaning set forth in Treasury Regulation Section 1.385-1(c)(1) for a “controlled partnership”.

  • Partnership at will means a partnership in which the partners have not agreed to remain partners until the expiration of a definite term or the completion of a particular undertaking.

  • Defined Contribution Plan Fraction means a fraction, the numerator of which is the sum of the Annual Additions to the Member's account under all the defined contribution plans (whether or not terminated) maintained by the Employer for the current and all prior Limitation Years (including the Annual Additions attributable to the Member's nondeductible employee contributions to all defined benefit plans, whether or not terminated, maintained by the Employer, and the Annual Additions attributable to all welfare benefit funds, individual medical accounts, and simplified employee pensions, maintained by the Employer), and the denominator of which is the sum of the maximum aggregate amounts for the current and all prior Limitation Years of service with the Employer (regardless of whether a defined contribution plan was maintained by the Employer). The maximum aggregate amount in any Limitation Year is the lesser of (i) 125 percent of the dollar limitation under Code Section 415(c)(1)(A) after adjustment under Code Section 415(d) or (ii) 35 percent of the Member's Compensation for such year. If the Employee was a member as of the end of the first day of the first Limitation Year beginning after December 31, 1986, in one or more defined contribution plans maintained by the Employer which were in existence on May 6, 1986, the numerator of this fraction will be adjusted if the sum of this fraction and the Defined Benefit Plan Fraction would otherwise exceed 1.0 under the terms of this Plan. Under the adjustment, an amount equal to the product of (i) the excess of the sum of the fractions over 1.0 times (ii) the denominator of this fraction, will be permanently subtracted from the numerator of this fraction. The adjustment is calculated using the fractions as they would be computed as of the end of the last Limitation Year beginning before January 1, 1987, and disregarding any changes in the terms and conditions of the plan made after May 5, 1986, but using the Code Section 415 limitation applicable to the first Limitation Year beginning on or after January 1, 1987. The Annual Addition for any Limitation Year beginning before January 1, 1987, shall not be recomputed to treat all employee contributions as Annual Additions.

  • Virginia venture capital account means an investment fund that has been certified by the

  • Common Unit Economic Balance has the meaning set forth in Section 5.01(g) hereof.

  • Partnership Minimum Gain has the meaning set forth in Regulations Section 1.704-2(b)(2), and the amount of Partnership Minimum Gain, as well as any net increase or decrease in Partnership Minimum Gain, for a Partnership Year shall be determined in accordance with the rules of Regulations Section 1.704-2(d).

  • Foreign limited liability limited partnership means a foreign limited partnership whose general partners have limited liability for the obligations of the foreign limited partnership under a provision similar to section 488.404, subsection 3.

  • Class A Limited Partner means EPCO Holdings, Inc., a Delaware corporation, and its successors and assigns.

  • Partnership Units or “Units” has the meaning provided in the Partnership Agreement.

  • Event of Withdrawal has the meaning assigned to such term in Section 11.1(a).

  • Capital Account Limitation has the meaning set forth in Section 4.05(b) hereof.

  • Event of withdrawal of a general partner means an event that causes a person to cease to be a general partner as provided in section 402.

  • Partnership Unit Designation shall have the meaning set forth in Section 4.2.A hereof.