Exiting Partner definition

Exiting Partner means any holder of Units that elects, or is deemed to have elected, to receive cash in exchange for its Units, in connection with the Partnership Merger, by delivering to FWOP written notice of such election no later than twenty (20) Business Days from the date that the Consent Solicitation Materials (as defined herein) are sent to such holder, and the term "Continuing Partner" means any holder of Units that elects to receive MergerLP Preferred Units in exchange for its Units, in connection with the Partnership Merger, by delivering to FWOP (y) written notice of such election and (z) an investor questionnaire that confirms certain matters with respect to such holder, including its status as an "accredited investor" under Rule 501 promulgated under the Securities Act of 1933, as amended (the "Securities Act") no later than twenty (20) Business Days from the date that the Consent Solicitation Materials are sent to such holder. Each holder that fails to deliver a timely election notice and/or an investor questionnaire that confirms the matters set forth above within such twenty (20) Business Day period shall be deemed to be an Exiting Partner.
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Exiting Partner has the meaning specified in Section 5.3 hereof.
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Examples of Exiting Partner in a sentence

  • Each holder that fails to deliver a timely election notice and/or an investor questionnaire that confirms the matters set forth above within such twenty (20) Business Day period shall be deemed to be an Exiting Partner.

  • All Units so converted shall no longer be outstanding and shall automatically cease to exist, and each Unit shall thereafter represent only the right to receive that number of MergerLP Preferred Units specified above (the MergerLP Preferred Units issuable in respect of any given Unit pursuant to this Section 3.1(c) are referred to herein as, the "Continuing Partner Consideration" and together with the Exiting Partner Consideration, the "Partnership Merger Consideration").

  • Any former holder of Company Common Stock or Company Preferred Stock who has not theretofore complied with this Section 2.2 shall thereafter look only to the Surviving Company for payment of any Common Stock Consideration, or Preferred Stock Consideration, as applicable, as determined pursuant to this Agreement to 5 11 be owing to such Exiting Partner, without any interest thereon.

  • Each Exiting Partner hereby acknowledges and agrees that the provisions of the fifth paragraph of the July 22, 1996 letter from the Partnership and each of the Exiting Partners to the Remaining Partners shall continue in full force and effect through May 15, 2001.

  • If only one of the parties appoints a Qualified Appraiser, that appraiser's written opinion on the fair market value of the Units in question shall be conclusive and binding on both the Exiting Partner and the purchaser.

  • Any Exiting Partner who has not theretofore complied with this Section 3.2 shall thereafter look only to MergerLP for payment of any Common Unit Cash Consideration or the Series B Preferred Unit Cash Consideration, as applicable, as determined pursuant to this Agreement to be owing to such Exiting Partner, without any interest thereon.

  • Concurrently herewith, the Partnership has caused the balance of the Redemption Price payable to each Exiting Partner to be paid by wire transfer of funds to an account designated by such Exiting Partner to the Partnership in writing.

  • The appraisal shall be conducted as follows: The Exiting Partner and the purchaser shall each appoint, at their own cost, a qualified appraiser ("Qualified Appraiser"), who shall be a professional appraiser or certified public accountant qualified by experience and ability to appraise the Units.

  • At the closing described in this Section 10.6, upon the payment of the purchase price to the Exiting Partner or the estate of the Exiting Partner, the Exiting Partner or the legal representatives thereof shall assign and deliver the Units of the Exiting Partner to the Partnership or the Purchasing Partners, as the case may be.

  • If both Qualified Appraisers agree on the fair market value of the Units, their opinion, which shall be submitted in writing, shall be conclusive and binding on both the Exiting Partner and the purchaser.