Partnership Change in Control definition

Partnership Change in Control means Xxxxxxxx 66 ceases to Control the general partner of Xxxxxxxx 66 Partners LP.
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Partnership Change in Control means Valero ceases to Control the general partner of the Partnership.
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Partnership Change in Control shall have the meaning set forth in Section 14.5.
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Examples of Partnership Change in Control in a sentence

  • Within 180 days following receipt of such Notice, Company may elect to terminate this Agreement, effective no earlier than the effective date of such Partnership Change in Control.

  • Company’s obligations hereunder shall not terminate in connection with a Partnership Change in Control.

  • Carrier shall provide Company with Notice of any Partnership Change in Control at least 60 Days prior to the effective date thereof.

  • Upon the occurrence of a Partnership Change in Control, Carrier shall provide Company with Notice of such Partnership Change in Control at least 60 Days prior to the effective date thereof.

  • ICC-01/04-01/06-803, Decision on the Confirmation of Charges, ¶¶ 299, 311 (Jan.

  • Upon the occurrence of a Partnership Change in Control, Carrier shall provide Company with Notice of such Partnership Change in Control at least sixty (60) Days prior to the effective date thereof.

  • Credit facilities range in size from $1,000,000.00 to in excess of $100,000,000.00.

  • Holdings shall provide Company with Notice of any Partnership Change in Control at least 60 Days prior to the effective date thereof.

  • Upon the occurrence of a Partnership Change in Control, Carrier shall provide Operator with Notice of such Partnership Change in Control at least 60 Days prior to the effective date thereof.

  • The Shipper’s obligations hereunder shall not terminate in connection with a Partnership Change in Control.


More Definitions of Partnership Change in Control

Partnership Change in Control means (a) a “Change in Control” as defined in the Partnership’s 2014 Incentive Stock Plan, as such plan may be adopted, amended, supplemented or restated from time to time, (b) any Person or group, other than Ultimate Parent or its Affiliates, becomes the beneficial owner, by way of merger, consolidation, recapitalization, reorganization or otherwise, of 50% or more of the combined voting power of the equity interests in the General Partner or the Partnership, (c) the Limited Partners approve, in one or a series of transactions, a plan of complete liquidation of the Partnership, (d) the sale or other disposition by either the General Partner or the Partnership of all or substantially all of its assets in one or more transactions to any Person other than the General Partner or an Affiliate of the General Partner, (e) a transaction resulting in a Person other than USD Partners GP LLC or one of its Affiliates being the general partner of the Partnership, or (f) a transaction resulting in the general partner of the Partnership ceasing to be an Affiliate of Ultimate Parent.
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Partnership Change in Control means Phillips 66 ceases to Control the general partner of Phillips 66 Partners LP by virtue of any affiliate of Phillips 66 being removed as the general partner of Phillips 66 Partners LP under the terms of the limited partnership agreement of Phillips 66 Partners LP.
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Partnership Change in Control means (i) Marathon Petroleum Corporation ceases to Control the general partner of MPLX LP by virtue of any Affiliate of Marathon Petroleum Corporation being removed as the general partner of MPLX LP under the terms of the limited partnership agreement of MPLX LP and (ii) any spin-off, sale, dividend, distribution or other transfer (whether direct, indirect, by operation of law or otherwise) of all or substantially all of the refining business of Marathon Petroleum Corporation or any of its Affiliates; provided, however, that notwithstanding the foregoing, an initial public offering of any interest in MPLX GP LLC (or any interest in any Person into which interests of MPLX GP LLC are converted or exchanged) shall not constitute a Partnership Change in Control.
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Partnership Change in Control means (i) any occurrence whereby the Percentage Interests directly or indirectly owned by MNG and its Affiliates and Permitted Holders become less than fifty percent (50%) of the total Percentage Interest of all Partners, after giving effect to any reduction in MediaNews’ Percentage Interest occasioned by Gannett’s availing itself of the remedy set forth in Section 12.2 of this Agreement and any additional capital contribution of newspaper assets by MediaNews pursuant to Section 12.2, or (ii) any pledgee, collateral assignee or Transferee (other than MNG and its Affiliates) of all or any portion of the Interest of MNG and its Affiliates, without the prior written consent of Gannett, seeks to be admitted as a Substitute Partner or to exercise any voting rights or other powers granted to MediaNews (including with respect to members of the Management Committee appointed by MediaNews) in this Agreement.
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Partnership Change in Control means any transaction or series of related transactions pursuant to which any Person (or any “person” or “group” (as those terms are used for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934)) that was not a Limited Partner as of the Effective Date or is not an Affiliate of any such Limited Partner, (a) acquires, directly or indirectly, beneficial ownership of a majority of the Class A Units and any other Equity Securities issued by the Partnership (other than the Class B Units or any Replacement Equity) or the outstanding Voting Interests in the Partnership or (b) acquires all or substantially all of the assets of the Partnership; provided that a Dropdown Transaction shall not constitute a Partnership Change in Control.
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Related to Partnership Change in Control

  • Partnership Change of Control means Tesoro Corporation ceases to Control the General Partner.

  • A "CHANGE IN CONTROL means an Ownership Change Event or a series of related Ownership Change Events (collectively, the "TRANSACTION") wherein the stockholders of the Company immediately before the Transaction do not retain immediately after the Transaction, in substantially the same proportions as their ownership of shares of the Company's voting stock immediately before the Transaction, direct or indirect beneficial ownership of more than fifty percent (50%) of the total combined voting power of the outstanding voting stock of the Company or the corporation or corporations to which the assets of the Company were transferred (the "TRANSFEREE CORPORATION(S)"), as the case may be. For purposes of the preceding sentence, indirect beneficial ownership shall include, without limitation, an interest resulting from ownership of the voting stock of one or more corporations which, as a result of the Transaction, own the Company or the Transferee Corporation(s), as the case may be, either directly or through one or more subsidiary corporations. The Board shall have the right to determine whether multiple sales or exchanges of the voting stock of the Company or multiple Ownership Change Events are related, and its determination shall be final, binding and conclusive.

  • 409A Change in Control means a “Change in Control” which also constitutes a change in ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company, all within the meaning of § 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

  • Change in Control means the occurrence of any of the following events:

  • Change in Control Transaction means the occurrence of any of the following events:

  • Section 409A Change in Control means a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the Company’s assets, as provided in Section 409A(a)(2)(A)(v) of the Code and Treasury Regulations Section 1.409A-3(i)(5) (without regard to any alternative definition thereunder).

  • Change in Control Date means the date on which a Change in Control occurs.

  • Change in Control of the Company means the occurrence of any of the following events:

  • Change in Control Period means the period beginning three (3) months prior to a Change in Control and ending twelve (12) months following a Change in Control.

  • Qualifying Change in Control means the date on which there occurs a Change in Control that also qualifies as: (i) a change in the ownership of the Corporation, as determined in accordance with Section 1.409A-3(i)((5)(v) of the Treasury Regulations, (ii) a change in the effective control of the Corporation, as determined in accordance with Section 1.409A-3(i)((5)(vi) of the Treasury Regulations, or (iii) a change in the ownership of a substantial portion of the assets of the Corporation, as determined in accordance with Section 1.409A-3(i)((5)(vii) of the Treasury Regulations.

  • Change in Control Event means any of the following:

  • Termination After Change in Control means either of the following events occurring within twelve (12) months after a Change in Control:

  • Potential Change in Control means the occurrence of any of the following events:

  • Change in Control of the Corporation means a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended ("Exchange Act"), or any successor thereto, whether or not the Corporation is registered under the Exchange Act; provided that, without limitation, such a change in control shall be deemed to have occurred if (i) any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation representing 25% or more of the combined voting power of the Corporation's then outstanding securities; or (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Corporation cease for any reason to constitute at least a majority thereof unless the election, or the nomination for election by stockholders, of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period.

  • Termination Upon a Change in Control means a termination of Officer’s employment with Corporation within 12 months following a “Change in Control” that constitutes a Termination Other Than For Cause described in Section 2.1(b).

  • Change of Control means the occurrence of any of the following events:

  • Public Acquirer Change of Control means any event constituting a Fundamental Change that would otherwise give Holders the right to cause the Company to repurchase the Securities under Section 3.9 where either (a) the acquirer or (b) if not the acquirer, a direct or indirect majority-owned Subsidiary of the acquirer or (c) if not the acquirer or any direct or indirect majority-owned Subsidiary of the acquirer, a corporation by which the acquirer is majority-owned has a class of common stock (or American Depository Shares representing such common stock) traded on a U.S. national securities exchange or quoted on the NASDAQ Global Select Market or which will be so traded or quoted when issued or exchanged in connection with such Fundamental Change.

  • Potential Change in Control Period shall commence upon the occurrence of a Potential Change in Control and shall lapse upon the occurrence of a Change in Control or, if earlier (i) with respect to a Potential Change in Control occurring pursuant to Section 18.15(A), immediately upon the abandonment or termination of the applicable agreement, (ii) with respect to a Potential Change in Control occurring pursuant to Section 18.15(B), immediately upon a public announcement by the applicable party that such party has abandoned its intention to take or consider taking actions which if consummated would result in a Change in Control or (iii) with respect to a Potential Change in Control occurring pursuant to Section 18.15(C) or (D), upon the one year anniversary of the occurrence of a Potential Change in Control (or such earlier date as may be determined by the Board).

  • Change in Control Termination means an “Involuntary Termination Without Cause” or “Resignation for Good Reason,” either of which occurs on, or within three (3) months prior to, or within twelve (12) months following, the effective date of a Change in Control, provided that any such termination is a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h). Death and disability shall not be deemed Change in Control Terminations.

  • Change of Control Event means the occurrence of an event or series of events whereby one or more Persons, acting together, acquire control over the Issuer and where “control” means (a) acquiring or controlling, directly or indirectly, more than fifty (50.00) per cent. of the voting shares of the Issuer, or (b) the right to, directly or indirectly, appoint or remove the whole or a majority of the directors of the board of directors of the Issuer.

  • Change of Control Transaction means the occurrence after the date hereof of any of (a) an acquisition after the date hereof by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of 33% of the voting securities of the Company (other than by means of conversion or exercise of the Debentures and the Securities issued together with the Debentures), (b) the Company merges into or consolidates with any other Person, or any Person merges into or consolidates with the Company and, after giving effect to such transaction, the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the Company or the successor entity of such transaction, (c) the Company sells or transfers all or substantially all of its assets to another Person and the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the acquiring entity immediately after the transaction, (d) a replacement at one time or within a three year period of more than one-half of the members of the Board of Directors which is not approved by a majority of those individuals who are members of the Board of Directors on the Original Issue Date (or by those individuals who are serving as members of the Board of Directors on any date whose nomination to the Board of Directors was approved by a majority of the members of the Board of Directors who are members on the date hereof), or (e) the execution by the Company of an agreement to which the Company is a party or by which it is bound, providing for any of the events set forth in clauses (a) through (d) above.

  • Change in condition means a change in physical condition of the employee as well as any change

  • Change in Control Protection Period means the period beginning one month prior to and ending twelve (12) months immediately following the consummation of a Change in Control.

  • Change of Control Triggering Event means the occurrence of both a Change of Control and a Rating Event.

  • Terminating Event means any of the following events:

  • Exempted Fundamental Change means any Fundamental Change with respect to which, in accordance with Section 4.02(I), the Company does not offer to repurchase any Notes.