GP Equity Transfer definition
Examples of GP Equity Transfer in a sentence
It is the understanding of FNEDC that as of the Closing Date, the Company has no outstanding long-term debt or trade payables (collectively, the "Balance Sheet Factors").
The MLP Entities and GP Holdings will give Parent prompt notice of any Proceeding commenced or, to the Knowledge of the MLP Entities, threatened, against any of them or their respective directors, officers, managers, partners or Affiliates relating to this Agreement or the Merger or the GP Equity Transfer (collectively, “Transaction Litigation”).
The General Partner Interest issued and outstanding as of immediately prior to the Effective Time will be unaffected by the Merger and will remain outstanding; provided however, that, upon the GP Equity Transfer, the General Partner Interest will be owned, directly or indirectly, by Parent or an Affiliate of Parent designated by Parent.
The Borrower has informed the Administrative Agent and the Lenders that that neither the MCE GP Equity Transfer nor the MCE Equity Transfers are permitted by Section 9.12.
The Merger will become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by MLP and Parent in writing and specified in the Certificate of Merger (the effective time of the Merger and the GP Equity Transfer is referred to as the “Effective Time”).
The General Partner Interest issued and outstanding immediately prior to the Partnership Merger Effective Time will (i) be unaffected by the Partnership Merger and (ii) remain outstanding; provided, however, that upon the GP Equity Transfer, the General Partner Interest will be owned, directly or indirectly, by 8point3 Solar or an Affiliate of 8point3 Solar designated by 8point3 Solar.
For the avoidance of doubt, the discussions and negotiations with such Person (or its Representatives) shall include discussions and negotiations of all of the Transactions (i.e., not only the Merger or GP Equity Transfer), and the appropriate MLP Non-Solicit Parties shall be entitled to participate in such discussions or negotiations.
The General Partner Interest issued and outstanding as of immediately prior to the Effective Time will be unaffected by the Merger and will remain outstanding; provided, however, that, upon the GP Equity Transfer, the General Partner Interest will be owned directly by Holdings.
The Parties agree that (a) the Transactions will cause a “termination” of MLP pursuant to Section 708(b)(1)(A) of the Code as of Closing and (b) the GP Equity Transfer constitutes an acquisition of all of the outstanding General Partner Interest for U.S. federal income tax purposes and the Merger constitutes an acquisition by Parent of all the outstanding Common Units in MLP, and the tax treatment of such acquisitions is governed by Revenue Ruling 99-6, 1999-1 C.B.432.