Examples of TPG OG Partnerships in a sentence
In the event of any such Stock Adjustment, the Corporation shall cause the TPG OG Partnerships to make corresponding changes to the Common Units to give effect to such Stock Adjustment.
Absent a determination by the TPG OG Partnerships to the contrary, the Adjusted Carried Interest shall be effected using Carried Interest from portfolio investments with the longest holding period.
Each Indirect TPG OG Limited Partner shall automatically become a TPG OG Limited Partner (entitled to the rights and subject to the obligations of a TPG OG Limited Partner hereunder) upon receipt by such TPG OG Limited Partner of Common Units in the TPG OG Partnerships (including as a result of a redemption of units held in a TPG Feeder Partnership in exchange for Common Units).
Without limiting the foregoing, TPG OG Partnerships shall reasonably cooperate upon the reasonable request to provide such certifications or other information that the TPG OG Partnerships are legally permitted to provide to the extent necessary to reduce or eliminate any withholding with respect to an Exchange (including the certificate described in Treasury Regulations Section 1.1445-11T(d)(2)) to the extent the TPG OG GPs or the TPG OG Partnerships can do so without unreasonable effort or expense.
If any Exchange in accordance with this Agreement is to be effected at a time when any required registration has not become effective or otherwise is unavailable, upon the request and with the reasonable cooperation of the exchanging TPG OG Limited Partners requesting such Exchange, PubCo and the TPG OG Partnerships shall use reasonable best efforts to promptly facilitate such Exchange pursuant to any reasonably available exemption from such registration requirements.
The undersigned hereby joins and enters into the Agreement having acquired Common Units in the TPG OG Partnerships.
Each of the parties to this Agreement, including PubCo, agree to promptly take or cause to be taken all actions required to make such filing under the HSR Act, and such other filings, notices, consents or approvals that may be required by applicable law to effect such Exchange, and the filing fees for such filings shall be paid by the TPG OG Partnerships.
Notwithstanding any other provision of this Agreement, if the amount payable to a TPG OG Limited Partner under this Agreement would be in the form of Class A Shares, the TPG OG Partnerships, the Buyer and any other withholding agent may require the TPG OG Limited Partner to fund any applicable withholding (as determined by the TPG OG Partnerships, the Buyer or other withholding agent, as the case may be) in cash.
By signing and returning this Joinder Agreement to PubCo, Buyer and the TPG OG Partnerships, the undersigned accepts and agrees to be bound by and subject to all of the terms and conditions of and agreements of a TPG OG Limited Partner contained in the Agreement, with all attendant rights, duties and obligations of a TPG OG Limited Partner thereunder.
The parties to the Agreement shall treat the execution and delivery hereof by the undersigned as the execution and delivery of the Agreement by the undersigned and, upon receipt of this Joinder Agreement by PubCo and by the TPG OG Partnerships, the signature of the undersigned set forth below shall constitute a counterpart signature to the signature page of the Agreement.