LP Transfer definition
LP Transfer means the acquisition, or agreement to acquire, in one transaction or a series of related transactions, by any person, entity or "group" (as such term is defined or used in Section 13d(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of ownership (including beneficial ownership (as such term is defined or used in Rule 13d-3 under the Exchange Act)), directly or indirectly (including rights or options to acquire such ownership), of any Interests of any Class A Limited Partner if, as a result of such acquisition, such person, entity or group, together with its "affiliates" (as such term is defined or used in Rule 12b-2 under the Exchange Act) and "associates" (as such term is defined or used in Rule 12b-2 under the Exchange Act), would own (including beneficial ownership), directly or indirectly (including rights or options to acquire such ownership), 50% or more of the Interests of all Class A Limited Partners then outstanding. For purposes of the foregoing definition: (i) the formation of a group by, or that includes, one or more Limited Partners shall be deemed to be an acquisition by each member of the group of all of the Interests owned (including beneficial ownership), directly or indirectly (including rights or
LP Transfer means the acquisition, or agreement to acquire, in one transaction or a series of related transactions, by any person, entity or "group" (as such term is defined or used in Section 13d(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of ownership (including beneficial ownership (as such term is defined or used in Rule 13d-3 under the Exchange Act)), directly or indirectly (including rights or options to acquire such ownership), of any Interests of any Class A Limited Partner if, as a result of such acquisition, such person, entity or group, together with its "affiliates" (as such term is defined or used in Rule 12b-2 under the Exchange Act) and "associates" (as such term is defined or used in Rule 12b-2 under the Exchange Act), would own (including beneficial ownership), directly or indirectly (including rights or 66 options to acquire such ownership), 50% or more of the Interests of all Class A Limited Partners then outstanding. For purposes of the foregoing definition: (i) the formation of a group by, or that includes, one or more Limited Partners shall be deemed to be an acquisition by each member of the group of all of the Interests owned (including beneficial ownership), directly or indirectly (including rights or options to acquire such ownership), by every other member of the group; and (ii) neither the execution and delivery of the Limited Partnership Interest Purchase Agreement of even date herewith by and among SCP Jame▇ ▇▇▇uisition LLC, a Delaware limited liability company, the Partnership and the Sellers listed on Schedule 1 thereto, nor the completion of the transactions contemplated by such instrument, shall constitute a "LP Transfer."
Examples of LP Transfer in a sentence
ATWATER VALLEY-63 Enterprise Products Operating L.P. Transfer of certain leases notification and consent agreement dated August 1, 1999.