Sale of the Partnership means (a) a sale or other disposition of all or substantially all of the assets of the Partnership or a related series of transactions that taken together, result in the sale or other disposition of all or substantially all of the assets of the Partnership, (b) a transaction or series of related transactions in which a Person, or group of related Persons, acquires more than 50% of the outstanding Partnership Units, or (c) the merger or consolidation of the Partnership with or into another Person that is not (i) an Affiliate of the Partnership or (ii) a Partner, in each case in clauses (b) and (c) above, under circumstances in which the holders of a majority of Partnership Units, immediately prior to such transaction, own less than a majority in voting power of the surviving or resulting Person immediately following such transaction.
Sale of the Partnership means (i) a sale of all or substantially all of the assets of the Partnership and its Subsidiaries (taken as a whole) to a Third-Party Buyer or (ii) the transfer or other disposition to any Person or group of Persons (as the term “group” is defined in the Securities Exchange Act of 1934) of a majority of the outstanding equity securities (whether by sale, issuance, merger, consolidation, reorganization, combination or otherwise) of the Partnership and its Subsidiaries (taken as a whole) (whether by merger, consolidation, sale or Transfer of Interests or otherwise) to a Third-Party Buyer.
Sale of the Partnership has the meaning given to such term in the Investors Agreement.
Examples of Sale of the Partnership in a sentence
Proceeds from a Sale of the Partnership and any other cash received or reductions in reserves made after commencement of the liquidation of the Partnership shall be distributed to the Partners in accordance with Section 13.2.
The additional restrictions on the Transfer of Executive Units set forth in this Section 4 will terminate on a Sale of the Partnership to the extent not previously terminated in accordance with the terms hereof.
For each taxable year, Profit and Loss (other than Profit or Loss from a Sale) of the Partnership shall be allocated 98% to the Class A Limited Partners, in accordance with their respective Class A Limited Partner Percentages, 1 % to the Administrative General Partner and 1 % to the Development General Partner.
DIR shall evaluate vendors to determine whether a vendor qualifies for a certification issued by DIR reflecting compliance with program requirements.
No material or information provided by or communications made by Seller or any of its Affiliates, or by any advisor thereof, whether by use of a “data room,” or in any information memorandum or otherwise, will create any warranty, express or implied, as to or in respect of the Company, its Subsidiaries or the title, condition, value, or quality of the assets or liabilities of the Company or its Subsidiaries.
More Definitions of Sale of the Partnership
Sale of the Partnership means a sale of substantially all of the Partnership's consolidated assets or a sale of the Partnership Interests (including by means of a merger).
Sale of the Partnership means (a) a transaction or series of related transactions of all or substantially all of the assets of the Partnership, not in the ordinary course of the Partnership’s business, (b) a transaction or series of related transactions in which a Person, or group of related Persons, acquires more than 50% of the outstanding Partnership Units to, or (c) the merger or consolidation of the Partnership with or into another Person that is not (i) an Affiliate of the Partnership or (ii) a Partner, in each case in clauses (b) and (c) above, under circumstances in which the holders of a majority of Partnership Units, immediately prior to such transaction, own less than a majority in voting power of the surviving or resulting Person immediately following such transaction.
Sale of the Partnership means the sale of the Partnership to a third party or group of third parties acting in concert, pursuant to which such party or parties acquire (i) all or substantially all of the equity securities of the Partnership or (ii) all or substantially all of the Partnership’s assets determined on a consolidated basis (in either case, whether by merger, consolidation, recapitalization, transfer of equity securities or otherwise); provided that, in any event, the term “Sale of the Partnership” shall include Carlyle/Riverstone BPL Holdings II, L.P. (“C/R”) as of the date hereof and its Permitted Transferees (as defined in the partnership agreement of MainLine as in effect on the date hereof) collectively ceasing to hold at least 20% of the Common Units held by C/R as of the date hereof; and provided further that the term “Sale of the Partnership” shall not include a Public Offering, or any sale of equity or debt securities by the Partnership in a private or public offering to other investors selected by the General Partner.
Sale of the Partnership means the sale of the Partnership to an Independent Third Party or group of Independent Third Parties pursuant to which such party or parties acquire (i) equity securities of the Partnership constituting a majority of the residual equity of the Partnership (whether by merger, consolidation, or sale or transfer of Preferred Units the Common Units) or (ii) all or substantially all of Partnership's assets determined on a consolidated basis.
Sale of the Partnership means a sale of a controlling interest in the Partnership to a third party who is not an affiliate of the Purchaser or a sale of all or substantially all of the assets of the Partnership.
Sale of the Partnership means any transaction or series of transactions that results in, directly or indirectly, (i) the sale (structured as a merger, consolidation, business combination, sale or redemption of securities, recapitalization or otherwise) of at least a majority of the Units held by the AEA Partners in a bona fide arm’s-length transaction to (or, in the case of a redemption of Units, a redemption which results in the AEA Partners holding less than a majority of the Units previously held by them) any Third Party or group of Third Parties or (ii) a sale of all or substantially all of the assets of the Partnership or its Subsidiaries on a consolidated basis in a bona fide arm’s-length transaction to any Third Party or group of Third Parties.
Sale of the Partnership means a single transaction or group of related transactions between the Partnership and/or its partners and any Person or group of Persons pursuant to which such Person or group of Persons will (i) acquire all or substantially all of the ownership interests in the Partnership, (ii) acquire all or substantially all of the Partnership's assets or (iii) consummate a merger or consolidation as a result of which the partners of the Partnership who own partnership interests of the Partnership prior to such transaction(s) shall own less than 50% of the ownership interests of the surviving Person or its Parent.