We use cookies on our site to analyze traffic, enhance your experience, and provide you with tailored content.

For more information visit our privacy policy.

Sale of the Partnership definition

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.

  • Notwithstanding the foregoing, neither Lee xxx CIVC will sell, transfer or otherwise convey any Securities to any person who directly or indirectly owns (beneficially or otherwise) more than 5% of any class of securities of any entity engaged in the yellow pages business without the prior written consent of the other party other than pursuant to a Sale of the Company or a Sale of the Partnership.

  • Upon the occurrence of a Sale of the Partnership (as defined below), any Time-Based Units that have not yet vested shall vest at the time of such event, provided that the Executive has not Terminated prior to such date, or if applicable, the Final Vesting Date shall not have occurred on or prior to such date.

  • The restrictions set forth in this paragraph 2 will continue with respect to each Security until the earlier of (i) the date on which such Security has been transferred in a Public Sale, (ii) the tenth anniversary of the date of this Agreement, (iii) the consummation of a Qualified Public Offering, (iv) with respect to Stockholder Shares, the consummation of a Sale of the Company, and (v) with respect to Partnership Securities, the consummation of a Sale of the Partnership.


More Definitions of Sale of the Partnership

Sale of the Partnership means a sale of the Partnership resulting from either (i) a sale or a series of related sales of interests in the Partnership representing more than 50% of the total interests (including by operation of law, merger, consolidation, or otherwise) or (ii) a sale or a series of related sales of more than 50% of the Partnership’s assets (measured on the basis of fair market value on a consolidated basis).
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 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 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 related transactions pursuant to which any person(s) or entity(ies) in the aggregate acquire(s) (i) units of the Partnership possessing the power (other than voting rights accruing only in the event of a default, breach or event of noncompliance) to elect a majority of the Board (whether by merger, consolidation, reorganization, combination, sale or transfer of the Partnership’s units, unitholder or voting agreement, proxy, power of attorney or otherwise) or (ii) all or substantially all of the Partnership’s assets determined on a consolidated basis. In the event that TB proposes to transfer any of its units to the Partnership, then TB shall have the right to compel the other holders to transfer their pro rata portion of the aggregate interests of the class or series of units so proposed to be transferred by TB, subject to the procedures and protections described above, as applicable.