Partnership Transaction definition

Partnership Transaction collectively, the transactions contemplated by the Transaction Agreement pursuant to which, inter alia, (a) on or before the Effective Date, Holding and its Subsidiaries will effect an internal corporate reorganization by which, among other things, the Borrower and its existing Domestic Subsidiaries under the GPI Credit Agreement shall each effect a statutory conversion into a limited liability company in the respective jurisdiction of their incorporation and which will effect the Parent Reorganization (as defined in the Partnership Transaction Agreement) such that the ownership and form of the Subsidiaries of Holding shall be as set forth in Schedule 5.16, (b) IPC will on or before the Effective Date contribute, convey, assign, transfer and deliver to Intermediate Holding, and Intermediate Holding will receive, acquire and take assignment of, all of IPC’s right, title and interest in and to the Partnership Transaction Transferred Assets, (c) Intermediate Holding will assume, and agree to pay, perform, fulfill and discharge all of the Partnership Transaction Assumed Liabilities, (d) Intermediate Holding will contribute, convey, assign, transfer and deliver to the Company, and the Company will receive, acquire and take assignment of, all of Intermediate Holding’s right, title and interest in and to the Partnership Transaction Transferred Assets, and the Borrower will assume, and agree to pay, perform, fulfill and discharge all of the Partnership Transaction Assumed Liabilities and (e) IPC, GPI Holding III, LLC and a wholly owned indirect Subsidiary of Holding, will enter into an Amended and Restated Limited Liability Company Agreement of Intermediate Holding in the form attached as Exhibit A to the Partnership Transaction Agreement.
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Partnership Transaction shall refer to a transaction substantially in the form of the following: (i) The Company shall contribute its interest in the Charterhouse Entities to one or more newly formed domestic or non-U.S. limited liability entities (the “Charterhouse LLCs”). (ii) The Company shall distribute its interest in the Charterhouse LLCs to STE. (iii) Seller shall cause STE to form a new United States corporation (“Newco”) and to contribute Shares constituting a 1% or less interest in the Company to Newco in exchange for Newco stock. (iv) The Company shall convert to a limited liability company (the “Partnership Converted Entity”) that shall not elect to be treated as a corporation for United States Federal income tax purposes unless the Closing does not occur. Upon Buyer’s reasonable request, Seller shall reasonably cooperate with respect to the conversion of Subsidiaries of the Company into limited liability companies that are treated as entities that are disregarded as separate from the Company for United States federal income tax purposes. (v) Seller shall cause STE to sell to Buyer and Buyer shall purchase from STE all of the stock of Newco and all of the membership interests of the Partnership Converted Entity held by STE for cash in an amount equal to the Purchase Price in a manner consistent (to the extent possible) with the remaining provisions of this Agreement. (vi) If the Partnership Transaction is implemented but does not close, the Charterhouse LLCs shall elect to be treated as corporations for United States federal income tax purposes effective immediately prior to the distribution in Section 5.25(c)(ii), and notwithstanding Section 5.25(c)(iv), the Company shall elect to be treated as a corporation for United States federal income tax purposes effective as of its conversion to a limited liability company.
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Partnership Transaction has the meaning ascribed to such term in Section 5.25(a).
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Examples of Partnership Transaction in a sentence

  • The execution and delivery of each of the Transaction Documents (other than this Agreement) by the Partnership Transaction Document Parties party thereto and the consummation of the transactions contemplated thereby have been duly and validly authorized and approved by all requisite partnership or limited liability company action, as the case may be, on the part of each of such Partnership Transaction Document Parties.

  • Other noteworthy business lines included Sustainable Business Advisory Services (9), Cross-Industry Services (6), and Public-Private Partnership Transaction Advisory (4).

  • Upon the satisfaction of the Partnership Transaction Indebtedness Condition, each Lender hereby authorizes the Administrative Agent, on behalf of the Secured Parties, to finalize, execute and deliver such additional amendments to, or amendments and restatements of, the Guarantee and Collateral Agreement, in order to make such further changes as may be determined by the Administrative Agent in its reasonable discretion to be necessary or appropriate in connection herewith.

  • As part of the Nova Strategic Partnership Transaction, the Corporation agreed to amend certain terms of the Original Plan of Arrangement and to complete the Arrangement.

  • The Partnership Transaction shall have been consummated not more than ten (10) calendar days prior to the Effective Date.

  • All material actions by or in respect of or filings with any Governmental Entity required for the consummation of the Transactions shall have been obtained or made and the requisite consents of the partners of the Operating Partnership described in Sections 1.4 and 3.1(u) shall have been obtained for either the amendment and restatement of the Operating Partnership Agreement or the Operating Partnership Transaction.

  • Except for the Cirque Partnership Transaction Documents, no EPE Entity is party to any contract, agreement or legally enforceable arrangement, the termination or loss of which would be material the conduct of the EPE Business or the ability of the EPE Entities to develop the Preliminary Master Plan, or if the Master Plan has been completed in accordance with Section 4.5, the Master Plan as in effect as of the applicable Bring-Down Date.

  • The Partnership has full legal right, power and authority to enter into and perform its obligations under this Agreement and under the other agreements and documents (the "Partnership Transaction Documents") required to be delivered by it prior to or at the Closing.

  • The Public Private Partnership Transaction Specialist will have at least a Master’s degree in law or finance, with at least 15 years of experience in planning and implementing PPP transactions generally, and at least 10 years of experience in planning and implementing PPP transactions in the water sector specifically.

  • There were three stages of evolution: strangling the initial cooperation, developing sufficient rules, and intending to transform East Asia regional cooperation into Asia- Pacific regional cooperation.


More Definitions of Partnership Transaction

Partnership Transaction means any sale, transfer or disposition of limited partnership interests of KGS permitted pursuant to Section 6.05(d), any sale, transfer or other disposition of Equity Interests in the General Partner permitted pursuant to Section 6.05(i), any sale, transfer or disposition of general partnership interests of KGS permitted pursuant to Section 6.13 and any issuance of Equity Interests by the General Partner permitted pursuant to Section 6.13.
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Partnership Transaction means item (i) contained in the definition of the term "Transaction".
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Related to Partnership Transaction

  • Roll-Up Transaction means a transaction involving the acquisition, merger, conversion or consolidation either directly or indirectly of the Company and the issuance of securities of a Roll-Up Entity to the holders of Common Shares. Such term does not include:

  • Company Acquisition Transaction means any transaction or series of transactions involving:

  • Acquisition Transaction means any transaction involving:

  • Acquisition Transactions means the transactions contemplated by the Acquisition Agreement.

  • Formation Transactions means the transactions contemplated by this Agreement and the other Formation Transaction Documentation.

  • 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.

  • Exempted Transaction means a securities transaction listed in Section D.2. The purchase or sale of a security through an Exempted Transaction generally IS exempted from the prohibition on purchases in Section D.1., and the sale pre-approval requirements in Section D.3., UNLESS otherwise noted in Section VI. An Exempted Transaction generally IS NOT exempted from the general conduct guidelines in Section C, or the reporting requirements in Section E.1.

  • Permitted Transaction means any transaction involving (i) a Swap that is not a Required Transaction or (ii) a Required Transaction that is a component of a Covered Package Transaction.

  • Company Transaction means the consummation of

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

  • Business Combination Transaction means:

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

  • Limited Condition Transaction means any Acquisition Transaction or any other acquisition or Investment permitted by this Agreement, in each case whose consummation is not conditioned on the availability of, or on obtaining, third party financing.

  • Permitted Transactions has the meaning set forth in Section 13(B).

  • Proposed Acquisition Transaction means a transaction or series of transactions (or any agreement, understanding or arrangement within the meaning of Section 355(e) of the Code and Treasury Regulations Section 1.355-7, or any other regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported by SpinCo management or shareholders, is a hostile acquisition, or otherwise, as a result of which SpinCo (or any successor thereto) would merge or consolidate with any other Person or as a result of which one or more Persons would (directly or indirectly) acquire, or have the right to acquire, from SpinCo (or any successor thereto) and/or one or more holders of SpinCo Capital Stock, respectively, any amount of stock of SpinCo, that would, when combined with any other direct or indirect changes in ownership of the stock of SpinCo pertinent for purposes of Section 355(e) of the Code and the Treasury Regulations promulgated thereunder, comprise forty percent (40%) or more of (i) the value of all outstanding shares of SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series, or (ii) the total combined voting power of all outstanding shares of voting stock of SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series. Notwithstanding the foregoing, a Proposed Acquisition Transaction shall not include (i) the adoption by SpinCo of a customary shareholder rights plan or (ii) issuances by SpinCo that satisfy Safe Harbor VIII (relating to acquisitions in connection with a person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Treasury Regulations Section 1.355-7(d). For purposes of determining whether a transaction constitutes an indirect acquisition, any recapitalization resulting in a shift of voting power or any redemption of shares of stock shall be treated as an indirect acquisition of shares of stock by the non-exchanging shareholders. This definition and the application thereof are intended to monitor compliance with Section 355(e) of the Code and the Treasury Regulations promulgated thereunder and shall be interpreted and applied accordingly. Any clarification of, or change in, the statute or regulations promulgated under Section 355(e) of the Code shall be incorporated in this definition and its interpretation.

  • 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.

  • Pawn transaction means the same as that term is defined in Section 13-32a-102.

  • Reorganization Transaction see clause (d) of the definition of “Change of Control.”

  • SPAC Transaction means a transaction or series of related transactions by merger, consolidation, share exchange or otherwise of the Company with a publicly traded “special purpose acquisition company” or its subsidiary (collectively, a “SPAC”), immediately following the consummation of which the common stock or share capital of the SPAC or its successor entity is listed on the Nasdaq Stock Market, the New York Stock Exchange or another exchange or marketplace approved by the Board of Directors, including a majority of the Preferred Directors.

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

  • Exchange Transaction means an exchange of Units for Common Units pursuant to, and in accordance with, the Exchange Agreement or, if the Issuer and the exchanging Limited Partner shall mutually agree, a Transfer of Units to the Issuer, the Partnership or any of their subsidiaries for other consideration.

  • Holding Company Transaction means the occurrence of (a) any transaction (including, without limitation, any acquisition, merger or consolidation) the result of which is that a “person” or “group” within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended, (i) becomes the direct or indirect ultimate “beneficial owner,” as defined in Rule 13d-3 under that Act, of common equity of the Issuer representing more than 50% of the voting power of the outstanding Common Stock or (ii) is otherwise required to consolidate the Issuer for purposes of generally accepted accounting principles in the United States, or (b) any consolidation or merger of the Issuer or similar transaction or any sale, lease or other transfer in one transaction or a series of related transactions of all or substantially all of the consolidated assets of the Issuer and its subsidiaries, taken as a whole, to any Person other than one of the Issuer’s subsidiaries; provided that, in the case of either clause (a) or (b), the Issuer or the Acquiror is or becomes a Bank Holding Company or Savings and Loan Holding Company.

  • Qualified Securitization Transaction means any transaction or series of transactions that may be entered into by the Company or any of its Restricted Subsidiaries pursuant to which the Company or any of its Subsidiaries may sell, convey or otherwise transfer to:

  • 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.

  • Package Transaction means a transaction involving two or more instruments:

  • MFN Transaction means a transaction in which the Company issues or sells any securities in a capital raising transaction or series of related transactions which grants to an investor the right to receive additional shares based upon future transactions of the Company on terms more favorable than those granted to such investor in such offering.