Public Unitholders definition

Public Unitholders has the meaning set forth in the recitals to this Agreement.

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Public Unitholders means the holders of Trust Units other than BPY and its subsidiaries and any other person who holds Trust Units in respect of which votes are required to be excluded under Section 8.1(2) of MI 61-101 for the purposes of determining minority approval for the Transaction;

Public Unitholders means all Unitholders other than the Sponsors and the Founding Unitholders.

Examples of Public Unitholders in a sentence

• If Purchaser Sub duly exercises its Call Right in accordance with this Section 7.5, the right of the Partnership to redeem those Public Units which are subject to the Call Right pursuant to Section 7.4 on the Effective Date will terminate at such time and, on the Effective Date, Purchaser Sub will purchase and the Public Unitholders of such Public Units will sell all of the Public Units subject to the Call Right in accordance with this Section 7.5.

• The Financial Advisor has delivered an opinion to the Conflicts Committee that the Total Consideration to be paid by the Partnership as consideration for the Subject Interests pursuant to this Agreement is fair to the Public Unitholders from a financial point of view.

• The aggregate net proceeds after expenses of such sale will be distributed by the Depositary, pro rata in relation to the respective fractions, among Public Unitholders otherwise entitled to receive fractional interests in BAM Shares.

• The GP Conflicts Committee has received the opinion of ▇▇▇▇▇▇ Partners, LLC, dated the Execution Date, to the effect that, as of such date, the Merger Consideration is fair, from a financial point of view, to the Unaffiliated Public Unitholders, a signed true and complete copy of which opinion has been or will promptly be provided to Contango.

• This Agreement shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement, other than Article I (which, solely from and after the Effective Time, is intended to be for the benefit of the Public Unitholders).

More Definitions of Public Unitholders

Public Unitholders means the holders of Alliance Holding LP Units excluding Equitable Life, its affiliates, other holders of more than 2% of the currently outstanding Alliance Holding LP Units and Alliance Holding's executive management.

Public Unitholders has the meaning set forth in the Recitals.

Public Unitholders has the meaning set forth in the recitals to this Agreement. “Securities Act” means the Securities Act of 1933, as amended. “Services Agreement” means that certain First Amended and Restated Operational Services Agreement, by and between CNX and the Partnership, substantially in the form attached as Exhibit D. “Sponsor Material Adverse Effect” means any change, circumstance, effect or condition that materially adversely affects, delays or prohibits, or could reasonably be expected to materially adversely affect, delay or prohibit, CONE Gathering’s ability to satisfy its obligations under the Transaction Documents or to consummate the transactions contemplated by the Transaction Documents. “Subject Interests” has the meaning set forth in Section 2.1(c). “Tax” or “Taxes” means any federal, state, local or foreign income tax, ad valorem tax, excise tax, sales tax, use tax, franchise tax, real or personal property tax, transfer tax, gross receipts tax or other tax, assessment, duty, fee, levy or other governmental charge, together with and including, any and all interest, fines, penalties, assessments, and additions to Tax resulting from, relating to, or incurred in connection with any of those or any contest or dispute thereof. “Tax Authority” means any Governmental Authority having jurisdiction over the payment or reporting of any Tax. “Tax Proceeding” has the meaning set forth in Section 5.4(b). “Tax Return” means any report, statement, form, return or other document or information required to be supplied to a Tax Authority in connection with Taxes. “Total Consideration” has the meaning set forth in Section 2.2. “Transaction” has the meaning set forth in the recitals to this Agreement. “Transaction Documents” means this Agreement, the Assignment Agreement and any other document delivered pursuant to Section 7.2 or Section 7.3 of this Agreement. “Transaction Taxes” has the meaning set forth in Section 2.6. Appendix I (Page 5) EXHIBIT A Form of Limited Partner Interest Assignment Agreement EXHIBIT B Form of CNX Gas Gathering Agreement EXHIBIT C Form of NBL Gas Gathering Agreement EXHIBIT D Form of First Amended and Restated Operational Services Agreement EXHIBIT E Form of Access Agreement EXHIBIT F Form of CNX Receipt / Delivery Point Letter EXHIBIT G Form of First Amended and Restated Master Cooperation Agreement EXHIBIT H Form of NBL Receipt / Delivery Point Letter

Public Unitholders means the holders of BPY Units other than BAM and its subsidiaries (including BPY) and any other person who holds BPY Units in respect of which votes are required to be excluded under Section 8.1(2) of MI 61-101 for the purposes of determining minority approval for the Arrangement;

Public Unitholders means the Unitholders, excluding (i) directors and senior officers (as such term is defined for the purposes of MI 61-101) of the Fund GP and their respective affiliates, (ii) the Manager and ▇▇▇▇ ▇▇▇▇▇, and (iii) the Purchaser, the Parent and their respective affiliates.

Public Unitholders means the Unitholders other than the Excluded Voting Unitholders.

Public Unitholders means all Unitholders other than the ▇▇▇▇▇▇▇▇▇ Entities and any Affiliate of the ▇▇▇▇▇▇▇▇▇ Entities.