Controlling Partner definition

Controlling Partner means (i) as of the date hereof, the Founders, and (ii) as of any future date on which the Founders cease to (x) own a majority of the equity interests in each of the Partner Holding Companies, or (y) control each of the Partner Holding Companies other than International Management Fee Entity, Carlyle Personnel designated by the Partner Holding Companies who collectively own a majority of the equity of each of the Partner Holding Companies, who control each of the Partner Holding Companies other than International Management Fee Entity, who are involved on a substantially full-time basis in conducting the Carlyle Business or are otherwise then currently providing significant personal services to the Carlyle Companies, and who have provided a non-compete agreement. For purposes of the foregoing, to have a majority of the equity means to hold interests that represent more than 50% of the rights to profits, distributions and capital (exclusive of rights with respect to co-investments). “control” means the right (whether by control of a general partnership interest or of sufficient votes to elect a majority of the board of directors, by contract or otherwise, or by other direct or indirect means) to direct and control the management and affairs of the entity in question.

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Controlling Partner means any Partner owning more than fifty percent (50%) of all issued and outstanding Common Units.

Controlling Partner means any general partner of the Company (other than a general partner of the Company that has no authority to act on behalf of, or to bind, the Company) or any Person exercising similar functions if the Company is not a partnership. "Conversion Agent" means the Trustee and any other person appointed by the Company authorized by the Company to perform the duties of a Conversion Agent specified in this Indenture. "Conversion Notice" means a notice substantially in the form annexed to the Notes. "Convertible Securities" means evidences of indebtedness or other securities or Equity Interests which are convertible into or exchangeable, with or without payment of additional consideration in cash or property, for Additional Partnership Interests, either immediately or upon the occurrence of a specified date or a specified event. "Co-Proponents" means, collectively, Canadian Imperial Bank of Commerce, Dragon Holdings Limited, Citibank, N.A. and Brookfield Properties Corporation. "Core Properties" means, collectively, (i) that certain parcel of real property located at ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, together with the office building and other improvements existing thereon, (ii) that certain parcel of real property located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, together with the office building and other improvements existing thereon, (iii) that certain parcel of real property located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, together with the office building and other improvements existing thereon, (iv) the leasehold interest in that certain parcel of real property located at One World Financial Center, New York, New York, together with the office building and other improvements existing thereon, (v) the leasehold interest in that certain parcel of real property located at Two World Financial Center, New York, New York, together with the office building and other improvements existing thereon, and (vi) the leasehold interest in

Examples of Controlling Partner in a sentence

• The Partner agrees that so long as he is a Controlling Partner, and for the period of three years thereafter, he will not engage in any business or activity which is competitive with the “Carlyle Business” as limited by the final sentence of the definition thereof.

• The Partner agrees that, so long as he is a Controlling Partner, and for the period of three years thereafter, Partner shall not solicit any of the employees of any of the Carlyle Companies or any Carlyle Partner to leave the Carlyle Companies or otherwise terminate or cease or materially modify their relationship with the Carlyle Companies, or otherwise employ or engage such persons.

• At the closing, the Partners shall execute such documents and instruments of conveyance as may be necessary or appropriate to effectuate the transactions contemplated hereby, including the Transfer of the Interests, MinorCo Interests and Partner Loans to the Tagalong Purchaser or Controlling Partner, as applicable, and the assumption by the Tagalong Purchaser or Controlling Partner, as applicable, of the obligations with respect to the Interests and MinorCo Interests so Transferred.

• The Partner agrees that, so long as he is a Controlling Partner, and for the period of three years thereafter, he will not solicit any investors in any Managed Funds to invest in any funds or activities that are competitive with the business of the “Carlyle Business” as limited by the final sentence of the definition thereof.

• The Partner agrees that, so long as he is a Controlling Partner, he will not pursue or otherwise seek to develop any investment opportunities under active consideration by any of the Carlyle Companies, and, for the period of three years after he has ceased to be a Controlling Partner, he will not pursue or otherwise seek to develop any investment opportunities under active consideration by any of the Carlyle Companies at the time he ceased to be a Controlling Partner.

• If a Controlling Partner knows of a Default or Event of Default, the certificate shall describe any such Default or Event of Default, and its status.

• Each of the Company and each Controlling Partner has all requisite corporate or partnership power and authority, as the case may be, to execute, deliver and carry out the terms and provisions of the Indenture and the Notes issued thereunder to which it is a party and has taken all necessary corporate or partnership action, as the case may be, to authorize the execution, delivery and performance by it of the Indenture and the execution and the authentication by the Trustee of the Notes.

• The Trustee shall authenticate for original issuance up to $__________ in aggregate principal amount of Notes upon receipt of (i) a written order of the Company signed by two officers of a Controlling Partner and (ii) an Opinion of Counsel addressed to the Trustee and the Noteholders in substantially the form attached hereto as Exhibit B.

• The costs of determining the Net Equity shall be borne one-half by the Controlling Partner and one-half by the Partners that accept the Control Offer (pro rata based on their respective Percentage Interests) or, if no Partner accepts the Control Offer, then such costs shall be borne entirely by the Partnership.

• If the Controlling Partner whose officers signed the Notes for the Company is no longer a Controlling Partner at the time the Trustee authenticates the Notes, the Notes shall nevertheless be valid.

More Definitions of Controlling Partner

Controlling Partner means any general partner of the Company or any Person exercising similar functions if the Company is not a partnership.