Conversion of the General Partner Interest and Cancellation of Incentive Distribution Rights Sample Clauses

Conversion of the General Partner Interest and Cancellation of Incentive Distribution Rights. (a) Pursuant to this Agreement and the Sponsor Equity Restructuring Agreement, the General Partner Interest (as defined in the Original Restated Agreement) in the Partnership that existed immediately prior to the execution of this Agreement is hereby converted into a non- US-DOCS\91120841.12 economic general partner interest in the Partnership. As of the execution of this Agreement, the General Partner hereby continues as general partner of the Partnership and holds the General Partner Interest and the Partnership is hereby continued without dissolution.
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Conversion of the General Partner Interest and Cancellation of Incentive Distribution Rights. (a) Immediately prior to the effectiveness of this Agreement, the General Partner was the sole general partner of the Partnership and the owner of the General Partner Interest (as defined in the Second Restated Agreement) and the Incentive Distribution Rights. Pursuant to this Agreement and the Partnership Restructuring Agreement, the General Partner Interest (as defined in the Second Restated Agreement) that existed immediately prior to the effectiveness of this Agreement and was evidenced by General Partner Units is hereby converted into a non-economic general partner interest in the Partnership and all of the Outstanding General Partner Units are hereby cancelled. As of the effectiveness of this Agreement, the General Partner hereby continues as the general partner of the Partnership and holds the General Partner Interest (as defined in this Agreement) and the Partnership is hereby continued without dissolution.
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Conversion of the General Partner Interest and Cancellation of Incentive Distribution Rights. Immediately prior to the effectiveness of this Agreement, the General Partner was the sole owner of the Incentive Distribution Rights and the General Partner Interest (as defined in the Fourth Amended and Restated Partnership Agreement), which was evidenced by General Partner Units. Pursuant to this Agreement and the Equity Restructuring Agreement, and effective upon the effectiveness of this Agreement, (a) the General Partner Interest (as defined in the Fourth Amended and Restated Partnership Agreement) that existed immediately prior to the effectiveness of this Agreement is hereby converted into the non-economic General Partner Interest having the rights and obligations specified for the General Partner Interest in this Agreement, (b) the General Partner Units and the Incentive Distribution Rights, all of which are held by the General Partner, are hereby cancelled and converted into the Restructuring Common Units, (c) the General Partner hereby continues as the sole general partner of the Partnership, and (d) the Partnership is hereby continued without dissolution.‌
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Conversion of the General Partner Interest and Cancellation of Incentive Distribution Rights. (a) The General Partner Interest in the Partnership that existed immediately prior to the execution of this Agreement on the Second Restatement Date is hereby converted into a non-economic, management interest of the General Partner in the Partnership. As of the execution of this Agreement on the Second Restatement Date, (i) the General Partner Interest shall only represent a non-economic, management interest of the General Partner in the Partnership, (ii) all General Partner Units (as defined in the Previous Agreement) are cancelled and no longer outstanding, and (iii) all economic rights of the General Partner Interest and General Partner Units with respect to the Partnership are hereby terminated (including any and all rights to be allocated income, gains, losses and deductions of the Partnership and/or to receive distributions of Partnership assets in respect of the General Partner Interest and/or General Partner Units). Memorial Production Partners GP LLC hereby continues as general partner of the Partnership and holds the General Partner Interest, and the Partnership is hereby continued without dissolution.
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Related to Conversion of the General Partner Interest and Cancellation of Incentive Distribution Rights

  • Issuance of Common Units in Connection with Reset of Incentive Distribution Rights (a) Subject to the provisions of this Section 5.11, the holder of the Incentive Distribution Rights (or, if there is more than one holder of the Incentive Distribution Rights, the holders of a majority in interest of the Incentive Distribution Rights) shall have the right, at any time when there are no Subordinated Units Outstanding and the Partnership has made a distribution pursuant to Section 6.4(b)(v) for each of the four most recently completed Quarters and the amount of each such distribution did not exceed Adjusted Operating Surplus for such Quarter, to make an election (the “IDR Reset Election”) to cause the Minimum Quarterly Distribution and the Target Distributions to be reset in accordance with the provisions of Section 5.11(e) and, in connection therewith, the holder or holders of the Incentive Distribution Rights will become entitled to receive their respective proportionate share of a number of Common Units (the “IDR Reset Common Units”) derived by dividing (i) the average amount of the aggregate cash distributions made by the Partnership for the two full Quarters immediately preceding the giving of the Reset Notice in respect of the Incentive Distribution Rights by (ii) the average of the cash distributions made by the Partnership in respect of each Common Unit for the two full Quarters immediately preceding the giving of the Reset Notice (the number of Common Units determined by such quotient is referred to herein as the “Aggregate Quantity of IDR Reset Common Units”). If at the time of any IDR Reset Election the General Partner and its Affiliates are not the holders of a majority in interest of the Incentive Distribution Rights, then the IDR Reset Election shall be subject to the prior written concurrence of the General Partner that the conditions described in the immediately preceding sentence have been satisfied. Upon the issuance of such IDR Reset Common Units, the Partnership will issue to the General Partner an additional General Partner Interest (represented by hypothetical limited partner units) equal to the product of (x) the quotient obtained by dividing (A) the Percentage Interest of the General Partner immediately prior to such issuance by (B) a percentage equal to 100% less such Percentage Interest by (y) the number of such IDR Reset Common Units, and the General Partner shall not be obligated to make any additional Capital Contribution to the Partnership in exchange for such issuance. The making of the IDR Reset Election in the manner specified in this Section 5.11 shall cause the Minimum Quarterly Distribution and the Target Distributions to be reset in accordance with the provisions of Section 5.11(e) and, in connection therewith, the holder or holders of the Incentive Distribution Rights will become entitled to receive IDR Reset Common Units and the General Partner will become entitled to receive an additional General Partner Interest on the basis specified above, without any further approval required by the General Partner or the Unitholders other than as set forth in this Section 5.11(a), at the time specified in Section 5.11(c) unless the IDR Reset Election is rescinded pursuant to Section 5.11(d).

  • Transfer of Incentive Distribution Rights The General Partner or any other holder of Incentive Distribution Rights may transfer any or all of its Incentive Distribution Rights without the approval of any Limited Partner or any other Person.

  • Issuances of Additional Partnership Interests (a) The Partnership may issue additional Partnership Interests (other than General Partner Interests) and Derivative Partnership Interests for any Partnership purpose at any time and from time to time to such Persons for such consideration and on such terms and conditions as the General Partner shall determine, all without the approval of any Limited Partners.

  • Dividends, Distributions, Redemptions, and Repurchases Notwithstanding any other provisions of this Declaration of Trust, including, without limitation, Article VI, no dividend or distribution including, without limitation, any distribution paid upon dissolution of the Trust or of any Series with respect to, nor any redemption or repurchase of, the Shares of any Series or class shall be effected by the Trust other than from the assets held with respect to such Series, nor, except as specifically provided in Section 7 of this Article III, shall any Shareholder of any particular Series otherwise have any right or claim against the assets held with respect to any other Series or the Trust generally except to the extent that such Shareholder has such a right or claim hereunder as a Shareholder of such other Series. The Board of Trustees shall have full discretion, to the extent not inconsistent with the 1940 Act, to determine which items shall be treated as income and which items as capital; and each such determination and allocation shall be conclusive and binding upon the Shareholders.

  • Designation and Conversion of Restricted and Unrestricted Subsidiaries (a) Unless designated after the Closing Date in writing to the Administrative Agent pursuant to this Section, any Person that becomes a Subsidiary of the Borrower or any of its Restricted Subsidiaries shall be classified as a Restricted Subsidiary.

  • Conversion of Merger Sub Capital Stock Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable share of common stock of the Surviving Corporation.

  • Conversion of Company Capital Stock At the Effective Time, by virtue of the Merger and without any action on the part of Parent, the Company or the holder of any of the following securities:

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