Examples of MLP Conflicts Committee in a sentence
Only actions, waivers or consents by CMLP with the prior written consent of the MLP Conflicts Committee shall constitute an action, waiver or consent by CMLP as a party hereto.
Notwithstanding the foregoing, the right of CMLP to enforce Article II of this Agreement shall also terminate at such time as the MLP Conflicts Committee effects an MLP Recommendation Change.
The MLP Conflicts Committee has received the opinion of X.X. Xxxxxx Securities LLC (the “MLP Financial Advisor”), dated the date of this Agreement, to the effect that, as of such date, and subject to the assumptions and qualifications set forth therein, from a financial point of view, the Merger Consideration is fair to the MLP Unaffiliated Unitholders (the “MLP Fairness Opinion”).
The MLP Conflicts Committee (without the need to obtain any further approval of the MLP Board) may enforce the terms of this Agreement against Unitholder or any Person to which Covered Units are transferred in accordance with the terms hereof.
The approval of the MLP Conflicts Committee constitutes “Special Approval” under Section 7.9 of the MLP Partnership Agreement with respect to this Agreement, the Purchase Agreement and the transactions contemplated hereby and thereby.
On the Execution Date, Parent and MLP shall issue a joint press release with respect to the execution of this Agreement and the Merger, which press release shall be reasonably satisfactory to Parent and MLP Conflicts Committee.
The MLP Conflicts Committee has received the opinion of the MLP Conflicts Committee Financial Advisor, dated the Execution Date, to the effect that, as of such date, and based upon and subject to the assumptions, qualifications and limitations and other matters set forth therein, the Merger Consideration is fair, from a financial point of view, to the Holders of MLP Units (other than MLP General Partner, CW Gas Holdings and their respective Affiliates) (the “MLP Fairness Opinion”).
MLP has been authorized by the MLP Conflicts Committee Financial Advisor to permit the inclusion of the MLP Fairness Opinion and, with the prior consent of the MLP Conflicts Committee Financial Advisor as required by the engagement letter between the MLP Conflicts Committee Financial Advisor and MLP, references thereto in the Proxy Statement.
Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person other than the parties and their respective successors and permitted assigns any legal or equitable right, benefit or remedy of any nature under or by reason of this Agreement, with the exception of those rights conferred to the MLP Conflicts Committee in Section 24.
The MLP Conflicts Committee at a meeting duly called and held, has by unanimous vote (i) determined that this Agreement and the transactions contemplated hereby are advisable, fair to and in the best interests of MLP and the holders of MLP Common Units (other than LBPLP), (ii) approved this Agreement and (iii) recommended that the Merger and this Agreement be approved and adopted by the holders of MLP Common Units (other than LBPLP).