Partnership Sale definition

Partnership Sale means, unless otherwise determined by the General Partner in its reasonable discretion, the sale, exchange, or other disposition, or sale of control, in one or more related transactions (transactions occurring within any 36-month period shall be deemed to be related unless determined otherwise by the General Partner in its reasonable discretion), of or over, (a) the Partnership, (b) 40% or more of the Partnership’s total assets (by value), or (c) assets of any direct or indirect Subsidiary of the Partnership; provided that such sale(s), exchange(s), or other disposition(s) represents more than 40% of the Partnership’s total assets (by value).
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Partnership Sale means a bona fide arm’s-length transaction or series of related transactions involving a Transfer, directly or indirectly, of all or any portion of the Interests in the Partnership, or a Transfer of all or any portion of the assets of the Partnership.
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Partnership Sale means the proposed sale by the Labs Services LP of all or substantially all of its assets to the Borealis Group as part of the MDS Sale pursuant to the terms of the Eastern Sale Agreement (and with the consent of the Company).
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Examples of Partnership Sale in a sentence

  • On February 23, 2007, the Partnership Sale was completed whereby Labs LP sold its assets for gross proceeds of approximately $756 million with a net gain of approximately $691 million.

  • The purpose of all of these distributions was to distribute to shareholders substantially all of the proceeds received by the Company as a result of the Partnership Sale.

  • The Board of Directors of the Company called a special meeting of shareholders, which was held on November 24, 2006, at which, shareholders were asked to approve the Partnership Sale and certain ancillary matters related to the Partnership Sale.

  • As part of that sale, the Partnership Sale was completed whereby Labs LP sold its assets for gross proceeds of approximately $756 million with a net gain of approximately $691 million.

  • The General Partner or Liquidation Agent, as the case may be, shall use commercially reasonable efforts to provide each holder of Class S Preferred Units with at least ten days’ notice of a Partnership Sale or an event giving rise to Liquidating Proceeds, which notice shall include a summary of the material terms of such Partnership Sale or event to allow such holder to make a decision regarding whether to elect to convert its, his or her Class S Preferred Units.

  • The Company has retained a portion of the proceeds of the Partnership Sale to pay income taxes, expenses related to the sale, and general corporate costs.

  • Copies of the relevant Silent Participation agreement (including amendments) and final drafts of the silent partnership sale and transfer agreement (Silent Partnership Sale and Transfer Agreement) to be executed and delivered at Closing Date are contained in EXHIBIT R 9.

  • Each holder of Partnership Securities shall take all necessary or desirable actions in connection with the consummation of the Approved Partnership Sale as requested by the Partnership.

  • The General Partner or Liquidation Agent, as the case may be, shall use commercially reasonable efforts to provide each holder of Class S Preferred Units with at least ten days’ notice of a Partnership Sale or an event giving rise to Liquidation Proceeds, which notice shall include a summary of the material terms of such Partnership Sale or event to allow such holder to make a decision regarding whether to elect to convert its, his or her Class S Preferred Units.

  • Costs incurred by the holders of Partnership Securities on their own behalf will not be considered costs of the Approved Partnership Sale.


More Definitions of Partnership Sale

Partnership Sale shall have the meaning set forth in Section 2.01(B).
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Partnership Sale means the consummation of a transaction, whether in a single transaction or in a series of related transactions, with an independent third party, or a group of independent third parties, pursuant to which such party or parties (A) acquire (whether by merger, consolidation, or transfer or issuance of equity interests or otherwise) all or substantially all of the Equity Securities of the Partnership (or any surviving or resulting company) or (B) acquire assets constituting all or substantially all of the assets of the Partnership and its Subsidiaries (as determined on a consolidated basis).
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Partnership Sale means, unless otherwise determined by the General Partner in its reasonable discretion, the sale, exchange, or other disposition, or sale of control, in one or more related transactions (transactions occurring within any 36 month period shall be deemed to be related unless determined otherwise by the General Partner in its reasonable discretion), of or over, (a) the Partnership, (b) 40% or more of the Partnership’s total assets (by value), or (c) assets of - 11 - 737868395
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Partnership Sale means (i) reserved, (ii) for purposes of Section 4.6, the consummation of a transaction, whether in a single transaction or in a series of related transactions, with an independent third party or a group of independent third parties pursuant to which such party or parties (A) acquire (whether by merger, consolidation, or transfer or issuance of equity interests or otherwise) greater than 50% of the Units held, directly or indirectly, by the LGP Holders and the CVC Holders or (B) acquire assets constituting all or substantially all of the assets of the Partnership and its Subsidiaries (as determined on a consolidated basis), (iii) for purposes of clause (ii) of the definition of “Vesting Exit Event for 20% Common Series C Units”, the consummation of a transaction, whether in a single transaction or in a series of related transactions, with an independent third party or a group of independent third parties pursuant to which such party or parties (A) acquire (whether by merger, consolidation, or transfer or issuance of equity interests or otherwise) greater than 50% of the Units held, directly or indirectly, by the LGP Holders and the CVC Holders or (B) acquire assets constituting all or substantially all of the assets of the Partnership and its Subsidiaries (as determined on a consolidated basis); provided, however, that if the Common Series A Partners who held Common Series A Units as of the Original Effective Date retain any Units following such Partnership Sale, the Fair Market Value of such Units immediately following such Partnership Sale shall be deemed consideration received for purposes of calculating the actual pre-tax internal rate of return pursuant to clause (ii) of the Vesting Exit Event for 20% Common Series C Units; provided, further, that the Fair Market Value of any non-cash consideration received in such sale shall be determined as of the date of such Partnership Sale and (iv) for purposes of Section 3.1(e), the consummation of a transaction, whether in a single transaction or in a series of related transactions, with an independent third party or a group of independent third parties pursuant to which such party or parties (A) acquire (whether by merger, consolidation, or transfer or issuance of equity interests or otherwise) greater than 50% of the Units held, directly or indirectly, by the LGP Holders and the CVC Holders or (B) acquire assets constituting all or substantially all of the assets of the Partnership and its Subsidiaries (as d...
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Related to Partnership Sale

  • 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.

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

  • Partnership Security means any class or series of equity interest in the Partnership (but excluding any options, rights, warrants and appreciation rights relating to an equity interest in the Partnership), including without limitation, Common Units, Subordinated Units and Incentive Distribution Rights.

  • Partnership Securities has the meaning assigned to such term in Section 4.4(a).

  • 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 the Act.

  • General Partner Units has the meaning assigned to such term in the Partnership Agreement.

  • General Partner Unit means a fractional part of the General Partner Interest having the rights and obligations specified with respect to the General Partner Interest. A General Partner Unit is not a Unit.

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

  • 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.

  • Partnership Percentage means a percentage established for each partner on the Partnership' books as of the first day of each Fiscal Period. The Partnership Percentage of a Partner for a Fiscal Period shall be determined by dividing the amount of the Partner's capital account as of the beginning of the Fiscal Period by the sum of the capital accounts of all of the Partners as of the beginning of the fiscal Period. The sum of the Partnership Percentage for each fiscal Period shall equal one hundred percent (100%).

  • Partnership Interest means an interest in the Partnership, which shall include the General Partner Interest and Limited Partner Interests.

  • Partnership Unit Economic Balance means (i) the Capital Account balance of the General Partner plus the amount of the General Partner’s share of any Partner Minimum Gain or Partnership Minimum Gain, in each case to the extent attributable to the General Partner’s Partnership Units divided by (ii) the number of the General Partner’s Partnership Units.

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

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

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

  • Derivative Partnership Interests means any options, rights, warrants, appreciation rights, tracking, profit and phantom interests and other derivative securities relating to, convertible into or exchangeable for Partnership Interests.

  • Partnership has the meaning set forth in the preamble of this Agreement.

  • Partnership Group Member means any member of the Partnership Group.

  • 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.

  • Partnership Assets means all assets, whether tangible or intangible and whether real, personal or mixed (including, without limitation, all partnership capital and interest in other partnerships), at any time owned or represented by any Partnership Interest.

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

  • General partnership means an organization formed under chapters 45-13 through 45-21.

  • Partnership Interests shall have the meaning specified in Section 6.3 [Subsidiaries].

  • Partnership Agreements means, collectively, all of the Partnership Agreements.