MGP GP definition
Examples of MGP GP in a sentence
Notwithstanding any other provision of this Agreement, if (i) an NRGY Change of Control occurs, (ii) an NRGM Change of Control occurs or (iii) Inergy Holdings GP, LLC acquires MGP GP, LLC pursuant to the Membership Interest Purchase Agreement, then this Agreement, other than the provisions set forth in Article III hereof, may be terminated by the Partnership with 180 days’ prior written notice.
Promptly following the occurrence of a purchase event in Section 2(a) or 2(b), each of the parties shall take all actions necessary or appropriate under applicable laws to enable Holdings GP to purchase the MGP GP Interests being sold and purchased pursuant to the terms of this Agreement.
Upon the consummation of the transactions contemplated by this Agreement, NRGY will assign, convey, transfer and deliver to Holdings GP good and valid title to the MGP GP Interests free and clear of all liens other than (i) any transfer restrictions imposed by federal and state securities laws and (ii) any transfer restrictions contained in the organizational documents of MGP GP.
Subject to the terms and conditions of this Agreement, at the Effective Time, MergerCo, MGP GP and Midstream Holdings shall merge with and into Midstream, the separate existence of MergerCo, MGP GP and Midstream Holdings shall cease and Midstream shall survive and continue to exist as a Delaware limited partnership (Midstream, as the surviving entity in the Merger, sometimes being referred to herein as the “Surviving Entity”).
Upon the consummation of the transactions contemplated by this Agreement, NRGY will assign, convey, transfer and deliver to Holdings GP good and valid title to the MGP GP Interests free and clear of all Liens other than (i) any transfer restrictions imposed by federal and state securities laws and (ii) any transfer restrictions contained in the organizational documents of MGP GP.
At the Effective Time, the MergerCo Certificate of Formation, MGP GP Certificate of Formation and Midstream Holdings Certificate of Limited Partnership shall each be cancelled and the Midstream Certificate of Limited Partnership shall be the certificate of limited partnership of the Surviving Entity, until duly amended in accordance with applicable Law.
Notwithstanding any other provision of this Agreement, if Inergy Holdings GP, LLC acquires MGP GP, LLC pursuant to the Membership Interest Purchase Agreement, then this Agreement, other than the provisions set forth in Article III hereof, may be terminated by the Partnership with 120 days’ prior written notice.