Existing Partnership Interests definition

Existing Partnership Interests means the Equity Interests in thePartnership. in PubCo.
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Existing Partnership Interests means all general and limited partnership interests in the Partnership Debtors outstanding on the Petition Date.
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Existing Partnership Interests means the Existing Partnership Interests Pledgor 1, the Existing Partnership Interests Pledgor 2 and the Existing Partnership Interests Pledgor 3.
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Examples of Existing Partnership Interests in a sentence

  • Class 14 will consist of all Allowed Interests in respect of Existing Common Stock, Existing Common Stock Options and Existing Partnership Interests.

  • All Existing Common Stock, Existing Common Stock Options and Existing Partnership Interests shall be cancelled, annulled and extinguished as of the Effective Date and each holder of an Allowed Common Stock Interest, Existing Common Stock Option and Existing Partnership Interest shall not be entitled to receive or retain any property or interest in property on account of such Existing Common Stock, Existing Common Stock Option or Existing Partnership Interest under this Plan.

  • As of October 31, 2017, approximately 26.3 million Existing Partnership Interests were outstanding.

  • Of such Existing Partnership Interests outstanding, approximately 30% were held by JLL Partners, Inc.

  • COOPERATION OF COUNSEL AND NOTICES OF HEARING: Hearings must be cleared with opposing counsel and/or pro se parties.

  • Even though the Consenting Lenders, as secured lenders to Orchard, an indirect subsidiary of PubCo, are undersecured based on the Valuation Analysis, the Consenting Lenders have agreed under the RSA to receive a significantly reduced recovery under the Plan as compared to the aggregate principal amount of all Term Loan Claims and have agreed to provide for a recovery to Holders of Existing Partnership Interests and Holders of TRA Claims.

  • Holder shall be entitled to the lesser of: (1) the balance of any Fixed Dollar Principal due and owing and not otherwise paid pursuant to Paragraph A herein above or (2) an amount equal to 37% of the "Transaction Value" in the event of: (i) the sale of the Company's assets ("Asset Sale"), (ii) the unauthorized sale or other transfer of any existing partnership interests in the Company ("Sale or Transfer of Existing Partnership Interests").

  • Because the prepetition Solicitation regarding the issuance of the New Common Equity to Holders of Existing Partnership Interests satisfies the requirements of Rule 506 of Regulation D under the Securities Act and section 18(b)(4)(F) of the Securities Act, the Debtors’ prepetition Solicitation is exempt from the registration requirements of the Securities Act and any otherwise applicable Blue Sky Laws.

  • The Partnership does not have any publicly listed securities and is managed by PubCo. The Partnership’s authorized capital structure consists of one class of interests: the Existing Partnership Interests.

  • The Plan was negotiated with the Consenting Lenders that represent that they hold, collectively, over 87% of the aggregate principal amount outstanding of the Term Loan Claims and with the Consenting Members that represent that they hold, collectively, over 99% of the Existing Partnership Interests.


More Definitions of Existing Partnership Interests

Existing Partnership Interests. On the Effective Date, each Existing Partnership Equityholder, including holders of claims against PubCo on account of PubCo’s direct and indirect Existing Partnership Interests, shall receive, as elected by each Existing Partnership Equityholder in its sole discretion (or, in the case of PubCo, as an indirect and direct Existing Partnership Equityholder, at the election of each TRA Claimant), its pro rata share of either (i) a percentage amount of New Common Equity (the “Partnership Equity Consideration”) equal to (x) 4.5% multiplied by (y)(1) the number of Existing Partnership Interests designated by such holders (including PubCo on account of the TRA Claims) to receive Partnership Equity Consideration divided by (2) the total number of outstanding Existing Partnership Interests, which New Common Equity shall be diluted on and after the Effective Date by the MIP, (ii) an amount of cash (the “Partnership Cash Consideration” and, together with the Partnership Equity Consideration, the “Partnership Consideration”) equal to (x) 4.5% of $145,000,000 multiplied by (y)(1) the number of Existing Partnership Interests designated by such holders (including PubCo on account of the TRA Claims) to receive Partnership Cash Consideration divided by (2) the total number of outstanding Existing Partnership Interests or (iii) a combination of Partnership Equity Consideration and Partnership Cash Consideration. The Partnership Cash Consideration shall, in aggregate, not exceed $5,722,000. Notwithstanding the foregoing, JLL Associates G.P. V, L.L.C. shall receive its pro rata share of the Partnership Consideration in the form of Partnership Equity Consideration, which shall be in the form of New Partnership Interests and an equivalent amount of New Class B Common Stock, as described further below.
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Existing Partnership Interests means the Equity Interests in the Partnership.
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Related to Existing Partnership Interests

  • General Partnership Interest means a Partnership Interest held by the General Partner that is a general partnership interest.

  • Limited Partnership Interest means the ownership interest of a Limited Partner in the Partnership at any particular time, including the right of such Limited Partner to any and all benefits to which such Limited Partner may be entitled as provided in this Agreement and in the Act, together with the obligations of such Limited Partner to comply with all the provisions of this Agreement and of the Act.

  • Pledged Partnership Interests means all interests in any general partnership, limited partnership, limited liability partnership or other partnership including, without limitation, all partnership interests listed on Schedule 4.4(A) under the heading “Pledged Partnership Interests” (as such schedule may be amended or supplemented from time to time) and the certificates, if any, representing such partnership interests and any interest of such Grantor on the books and records of such partnership or on the books and records of any securities intermediary pertaining to such interest and all dividends, distributions, cash, warrants, rights, options, instruments, securities and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such partnership interests.

  • Partnership Interests shall have the meaning specified in Section 6.3 [Subsidiaries].

  • Membership Interests has the meaning set forth in the recitals.

  • Partnership Interest means an interest in the Partnership, which shall include the General Partner Interest and Limited Partner Interests.

  • Pledged Partnership Agreements means all of each Grantor’s rights, powers, and remedies under the partnership agreements of each of the Pledged Companies that are partnerships.

  • Ownership Interests means, with respect to any entity, any ownership interests in the entity and any economic rights (such as a right to distributions, net cash flow or net income) to which the owner of such ownership interests is entitled.

  • Partnership Units or “Units” has the meaning provided in the Partnership Agreement.

  • Deemed Partnership Interest Value means, as of any date with respect to any class of Partnership Interests, the Deemed Value of the Partnership Interests of such class multiplied by the applicable Partner's Percentage Interest of such class.

  • LLC Interests shall have the meaning given to such term in Section 5.1.3.

  • Membership Interest means a Member’s entire interest in the Company including such Member’s right to receive allocations and distributions pursuant to this Agreement and the right to participate in the management of the business and affairs of the Company in accordance with this Agreement, including the right to vote on, consent to, or otherwise participate in any decision or action of or by the Members granted pursuant to this Agreement.

  • Company Interests has the meaning set forth in the Recitals.

  • Contributed Interests has the meaning set forth in the recitals.

  • Partnership Assets means all assets, whether tangible or intangible and whether real, personal or mixed (including, without limitation, all partnership capital and interest in other partnerships), at any time owned or represented by any Partnership Interest.

  • Preferred Interests means, with respect to any Person, Equity Interests issued by such Person that are entitled to a preference or priority over any other Equity Interests issued by such Person upon any distribution of such Person’s property and assets, whether by dividend or upon liquidation.

  • Existing Equity Interests means any Equity Security, including all issued, unissued, authorized, or outstanding shares of capital stock and any other common stock, preferred stock, limited liability company interests, and any other equity, ownership, or profit interests of Mariposa Intermediate, including all options, warrants, rights, stock appreciation rights, phantom stock rights, restricted stock units, redemption rights, repurchase rights, convertible, exercisable, or exchangeable securities, or other agreements, arrangements, or commitments of any character relating to, or whose value is related to, any such interest or other ownership interest in Mariposa Intermediate, whether or not arising under or in connection with any employment agreement and whether or not certificated, transferable, preferred, common, voting, or denominated “stock” or a similar security.

  • Subsidiary Interests means, collectively, the issued and outstanding shares of stock of the Subsidiary Debtors as of the Petition Date and any options, warrants or other contractual rights to acquire any shares of stock of the Subsidiary Debtors as of the Petition Date.

  • Class B LP Units means, collectively, the Class B limited partnership units of the Partnership, and “Class B LP Unit” means any one of them.

  • Merging entity means an entity that is a party to a merger and exists immediately before the merger becomes effective.

  • Common Interests of any Person means Capital Interests in such Person that do not rank prior, as to the payment of dividends or as to the distribution of assets upon any voluntary or involuntary liquidation, dissolution or winding up of such Person, to Capital Interests of any other class in such Person.

  • Transferred Interests has the meaning set forth in the Recitals.

  • Limited Partner Interest means a Partnership Interest of a Limited Partner in the Partnership representing a fractional part of the Partnership Interests of all Limited Partners and includes any and all benefits to which the holder of such a Partnership Interest may be entitled as provided in this Agreement, together with all obligations of such Person to comply with the terms and provisions of this Agreement. A Limited Partner Interest may be expressed as a number of Partnership Common Units, Partnership Preferred Units or other Partnership Units.

  • Operating Partnership Agreement means the Limited Partnership Agreement of the Operating Partnership, as amended from time to time.

  • Borrower Partnership Agreement means the Limited Partnership Agreement of the Borrower dated as of January 17, 2014 as such agreement may be amended, restated, modified or supplemented from time to time with the consent of the Administrative Agent or as permitted under Section 10.10.

  • Limited Partnership Agreement means the Amended and Restated Agreement of Limited Partnership of the Partnership dated as of March 1, 2017, as amended, supplemented or restated from time to time.