Examples of WPZ Units in a sentence
Except as set forth in the WPZ Partnership Agreement as in effect on the Execution Date, there are no outstanding obligations of WPZ or any WPZ Group Entity to repurchase, redeem or otherwise acquire any WPZ Units or other partnership interests, voting securities or equity interests or any Rights of WPZ or any WPZ Group Entity.
This Agreement is being entered into by the Unitholder solely in its capacity as a Holder of WPZ Units, and nothing in this Agreement shall restrict or limit the ability of the Unitholder or any Affiliate or any employee thereof who is a director or officer of WPZ to take any action in his or her capacity as a director or officer of WPZ to the extent specifically permitted by the Merger Agreement.
Upon the receipt of the recommendation of the WPZ Conflicts Committee, at a meeting duly called and held, the WPZ Board (a) approved this Agreement and the transactions contemplated hereby, including the Merger; and (b) directed that this Agreement be submitted to a vote of Holders of WPZ Units by written consent pursuant to Section 13.11 of the WPZ Partnership Agreement.
In addition, Contributor agrees not to transfer any of the WPZ Units constituting the Equity Consideration at any time during the period ending eighteen (18) months after the Closing without the written consent of Acquirer.
Any WPZ Units that are owned immediately prior to the Effective Time by WPZ shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange for such canceled WPZ Units.
Notwithstanding anything in this Section 5.14, certain of the WPZ Units constituting the Equity Consideration shall be subject to the terms and conditions of the Escrow Agreement.
Upon the receipt of the recommendation of the WPZ Conflicts Committee, at a meeting duly called and held, the WPZ Board, by unanimous vote, (a) approved this Agreement and the transactions contemplated hereby, including the Merger, and (b) directed that this Agreement be submitted to a vote of Holders of WPZ Units and authorized the Holders of WPZ Units to act by written consent pursuant to Section 13.11 of the WPZ Partnership Agreement.
For the purposes of this Section 5.14, “transfer” (and all correlative terms) means, as to any WPZ Units, a direct or indirect sale, assignment, conveyance, gift, exchange, lease or other disposition or transfer of such WPZ Units, whether effected voluntarily, involuntarily or by operation of Law, excluding the creation of a Lien but including a transfer in connection with, or in lieu of, the foreclosure of a Lien.
In addition, notwithstanding anything herein to the contrary, Losses indemnifiable by Contributor under Section 9.2(a) shall expressly exclude any and all diminution in value of any Person other than the Company (or its successor), including any decrease in the value or price of WPZ Units.
All (a) WPZ General Partner Interest, (b) WPZ Class B Units, (c) WPZ Incentive Distribution Rights, and (d) WPZ Units that are not WPZ Public Units or not cancelled pursuant to the first sentence of this clause (iii) shall, in each case, remain outstanding as partnership interests in the Surviving Entity, unaffected by the Merger.