Examples of Xxxxxx Limited Partners in a sentence
Upon receipt of the Offer Notice, the Xxxxxx Limited Partners shall have 60 days to deliver to the Partnership a written offer to purchase the Partnership (the “Xxxxxx Offer”), which such offer shall state in reasonable detail the terms and conditions of such offer, including without limitation the purchase price, structure and timing of the proposed transaction.
Upon (i) obtaining knowledge of a bona fide offer by any Person to enter into a transaction or series of transactions with the Partnership that would result in a Change of Control or (ii) a decision by the Board of Managers of the General Partner to consider liquidity options, the General Partner shall, as soon as practicable, give notice (the “Offer Notice”) of such offer (including, to the extent known, the terms and conditions thereof) or decision to the Xxxxxx Limited Partners.
If Xxxx Xxxxxx’x employment with the Partnership or its Subsidiaries is terminated by the Partnership for Cause or by Xxxx Xxxxxx without Good Reason, the Partnership will have the right, but not the obligation, within 60 days of the termination, to purchase all or any portion of the Units held by the Xxxxxx Limited Partners by delivering a Call Notice to the Xxxxxx Limited Partner stating the number of Units to be repurchased by the Partnership.
Within 10 days of the earlier to occur of (i) receipt of the Xxxxxx Offer or (ii) the expiration of the 60-day period, the Partnership shall notify the Xxxxxx Limited Partners in writing whether it will accept a third-party offer, the Xxxxxx Offer (if one has been made) or if it intends to solicit offers from additional parties.
The Partnership shall be dissolved (i) upon the consent of the General Partner and the SKM Limited Partners, TCP Limited Partners and Xxxxxx Limited Partners holding at least eighty percent (80%) of the Units owned in the aggregate by such Limited Partners, which consent shall be in lieu of any vote otherwise required or permitted under the Act for dissolution or (ii) the occurrence of any event that is required to cause the dissolution of the Partnership under the Act or any other Laws.
SKM Limited Partners, TCP Limited Partners and Xxxxxx Limited Partners shall have no rights under this Section 9.1 following the earlier to occur of (i) the consummation of a Qualified Public Offering or (ii) the date on which the SKM Limited Partners together own less than twenty-five percent (25%) of the Capital Units outstanding.
Following the Offer Notice (and for so long as a Change of Control transaction or liquidity options are under active consideration), the General Partner shall consider offers to purchase the Partnership from a reasonable number of bona fide prospective buyers selected by the Xxxxxx Limited Partners; provided such prospective buyers are reasonably acceptable to the General Partner.
The Partnership shall deliver to each of the SKM Limited Partners, the TCP Limited Partners and the Xxxxxx Limited Partners the annual operating budget for each fiscal year prior to the end of previous fiscal year or as soon as practicable thereafter.
In the event the Xxxxxx Limited Partners shall have submitted an offer and the Partnership indicates that it will solicit competing offers, the Xxxxxx Limited Partners shall leave open the Xxxxxx Offer for a reasonable period of time to permit the Partnership to meaningfully solicit additional offers.
This Agreement shall become effective upon the execution of this Agreement or a counterpart to this Agreement by each of the General Partner, SKM Limited Partners, TCP Limited Partners and Xxxxxx Limited Partners listed on Schedule 3.3 hereto as of the date hereof and upon such effectiveness the Existing Agreement shall be superseded in its entirety hereby.