Partnership Event definition

Partnership Event has the meaning assigned to such term in Section 5.12(b)(viii)(F)(1).

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Partnership Event is defined in Section 5.14(b)(viii)(I)(a).

Partnership Event is defined in the Statement of Common Definitions.

Examples of Partnership Event in a sentence

• Notwithstanding the foregoing, the Partnership may consummate a Partnership Event without making appropriate provision to ensure that the holders of Series E Preferred Units receive a Series E Partnership Event Payment or Series E Survivor Preferred Security, as applicable, with respect to such Partnership Event if prior to such consummation the Partnership has received the prior written approval of the holders of a majority of the Outstanding Series E Preferred Units.

• On the Series E Partnership Event Payment Date, the Partnership (or its successor) shall pay to each Unitholder of Series E Preferred Units that accepts the Series E Partnership Event Change of Control Offer an amount in cash equal to such holder’s applicable Series E Partnership Event Payment, and all of such holder’s rights and privileges under the Series E Preferred Units or as a Series E Unitholder shall be extinguished.

• The Series A Conversion Price in effect at the time of the effective date of such Partnership Event shall be proportionately adjusted so that the conversion of a unit of Survivor Preferred Security after such time shall entitle the holder to the number of securities or amount of other assets which, if a Series A Preferred Unit had been converted into Common Units immediately prior to such Partnership Event, such holder would have been entitled to receive immediately following such Partnership Event.

• On the Series C Partnership Event Payment Date, the Partnership (or its successor) shall pay to each Unitholder of Series C Preferred Units that accepts the Series C Partnership Event Change of Control Offer an amount in cash equal to such holder’s applicable Series C Partnership Event Payment, and all of such holder’s rights and privileges under the Series C Preferred Units or as a Series C Unitholder shall be extinguished.

• Prior to the consummation of any recapitalization, reorganization, consolidation, merger, spin-off or other business combination (not otherwise addressed in this subsection) in which the holders of Common Units are to receive securities, cash or other assets (a “Partnership Event”), the Partnership shall make appropriate provision to ensure that the holders of Class B Units receive in such Partnership Event at least the same consideration as the holders of Common Units.

• The Partnership may not consummate a Partnership Event in which the consideration paid for each Class B Unit is different than the consideration paid for each Common Unit without the prior written approval of the holders of a majority of the Outstanding Class B Units.

• Notwithstanding the foregoing, the Partnership may consummate a Partnership Event without making appropriate provision to ensure that the holders of Series C Preferred Units receive a Series C Partnership Event Payment or Series C Survivor Preferred Security, as applicable, with respect to such Partnership Event if prior to such consummation the Partnership has received the prior written approval of the holders of a majority of the Outstanding Series C Preferred Units.

• The Fair Market Value of any Non-Cash Consideration shall be determined as of the date of the transaction or event giving rise to the Partnership Event.

• Notwithstanding the foregoing, the Partnership may consummate a Partnership Event without making appropriate provision to ensure that the holders of Series D Preferred Units receive a Series D Partnership Event Payment or Series D Survivor Preferred Security, as applicable, with respect to such Partnership Event if prior to such consummation the Partnership has received the prior written approval of the holders of a majority of the Outstanding Series D Preferred Units.

• Alternatively, in the event of the occurrence of such a Partnership Event of Default, the PTOs, at their discretion, may replace the Partnership and/or the General Partner with a successor First Nations-controlled entity(ies) which will become a party to and compliant with this Agreement in place and stead of the Partnership and/or the General Partner.

More Definitions of Partnership Event

Partnership Event means (i) any recapitalization, reorganization, consolidation, merger, spinoff or other business combination in which the holders of Common Units are to receive securities, cash or other assets, or (ii) any exchange or conversion of limited partnership interests pursuant to which all of the Common Units are converted into Series A Parity Securities or Series B Parity Securities (other than a Series A Adjustment Event, a Special Distribution or any event described in Section 5.9(b)(x)(a)).

Partnership Event has the meaning set forth in Annex C hereto.

Partnership Event means a Partnership Tax Event or a Partnership Investment Company Act Event. "Partnership Event of Default" means an Indenture Event of Default, as defined in the Indenture. "Partnership Investment Company Act Event" means that the General Partner shall have received an Investment Company Act Opinion that as a result of the occurrence of a Change in 1940 Act Law, there is more than an insubstantial risk that the Partnership is or will be considered an Investment Company which is required to be registered under the 1940 Act, which Change in 1940 Act Law becomes effective on or after the first date of issuance of the Partnership Preferred Securities.

Partnership Event means (i) the failure of ▇▇▇▇▇▇ ▇▇▇▇▇▇ Energy Partners, L.P., ▇▇▇▇▇▇ ▇▇▇▇▇▇ Operating L.P. “A”, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Operating L.P. “B”, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Operating L.P. “C”, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Operating L.P. “D”, ▇▇▇▇▇▇ ▇▇▇▇▇▇ CO2 Company L.P. or SFPP L.P. to qualify as a partnership, or an entity that is disregarded as separate from its owner, as applicable, for federal income tax purposes or the failure of ▇▇▇▇▇▇ ▇▇▇▇▇▇ Energy Partners, L.P. to meet the gross income requirements under Section 7704(c) of the Code in each Tax year since its formation, up to and including the current Tax year, (ii) any circumstance that would constitute an “Event of Withdrawal” under Section 13.1(a) of the Partnership Agreement, (iii) any circumstance that would constitute dissolution of ▇▇▇▇▇▇ ▇▇▇▇▇▇ Energy Partners, L.P. under Article XIV of the Partnership Agreement, (iv) any circumstance that would constitute a “Mandatory Purchase Event” under the LLC Agreement, (v) removal of KMGP as the general partner of ▇▇▇▇▇▇ ▇▇▇▇▇▇ Energy Partners, L.P. without the consent of the Company and its Subsidiaries (including KMGP), (vi) the failure by KMGP to maintain its general partnership interest through additional Capital Contributions (as defined in Partnership Agreement) as required by Section 4.1(d) of the Partnership Agreement, (vii) approval by KMGP of any amendment of the Partnership Agreement pursuant to Sections 15.1(d), 15.1(f), 15.3(b)(ii) and 15.3(d) thereof, and (viii) consent by KMGP to any merger or consolidation of ▇▇▇▇▇▇ ▇▇▇▇▇▇ Energy Partners, L.P. in accordance with Section 16.2 of the Partnership Agreement or a sale of all or substantially all of the assets of ▇▇▇▇▇▇ ▇▇▇▇▇▇ Energy Partners, L.P. in accordance with Section 6.1 of the Partnership Agreement.

Partnership Event means a Partnership Tax Event or a Partnership Investment Company Act Event.