TPG Operating Group definition
Examples of TPG Operating Group in a sentence
Upon the request of the General Partner, a limited partner shall transfer its Common Units to a partnership that will act as a holding entity for Common Units in the TPG Operating Group Partnerships.
Without limiting the generality of the foregoing, all of the Partners hereby specifically agree that the General Partner may, on behalf of the Partnership, at any time, and without further notice to the Partners or the Consent of any Partner (except as otherwise provided by Applicable Law or as specifically set forth herein) consummate a reorganization of the Partnership or the Partnership’s subsidiaries or the other TPG Operating Group Partnerships.
The Control Group may assign in writing titles (including, without limitation, President, Vice President, Secretary and Treasurer) to any Officer appointed by the Control Group pursuant to this Section 4.5; provided, that, as of the Effective Date, unless the Control Group determines otherwise, the Officers shall be the same persons and have the same titles as the officers of the TPG Operating Group.
Without the unanimous approval of the Control Group, the Company will not, either before or after the Sunset, (i) in its capacity as the owner of the general partner of Group Holdings, consent to a Push-Out Election by TPG Operating Group for a Pre-Closing Tax Period and (ii) in its capacity as the owner of the general partner or managing member of a Covered Entity, cause or permit a Covered Entity to make a Push-Out Election for a Pre-Closing Tax Period.
The TPG Parties, in coordination with the historic tax advisors of TPG Operating Group, shall in good faith [and, with respect to taxable income attributable to pass-through income allocated to the Blocker in respect of the Blocker’s investment in TPG OG II Common Units, consistent with past practice,] estimate the amount of “Accrued but Unpaid Blocker Taxes” attributable to such pass-through income for purposes of Schedule A.
The TPG Parties, in coordination with the historic tax advisors of TPG Operating Group, shall also provide the Investor Parties such information that the TPG Parties reasonably determine is necessary to assist the Investor Parties in estimating the income Tax liability resulting from transactions described in Section 6.01 with respect to the distribution or other transfer of equity interests in the RemainCo Partnerships for purposes of determining the amount of Accrued but Unpaid Blocker Taxes.
By: Name: Title: TPG OpCo Holdings, L.P. By: Name: Title: TPG Operating Group I, L.P. By: Name: Title: TPG Operating Group II, L.P. By: Name: Title: TPG Operating Group III, L.P. By: Name: Title: [NAME] By: As Attorney-in-Fact acting on behalf of the Selling Stockholder Accepted: As of the date first written above ▇.▇.
Notwithstanding anything to the contrary herein, all amounts received by the Partnership in respect of its interest in Promote Unit Holdings shall be distributed among the Partners in the manner designated by TPG Operating Group at the time such amounts were distributed by the TPG Operating Group to Promote Unit Holdings (and, if not so designated, among the Partners in the manner determined by the General Partner).