Partnership Rollup Event definition
Partnership Rollup Event means any transaction or series of related transactions pursuant to which (a) ETRN or any of its Affiliates would acquire (i) all or substantially all of the Partnership’s assets or (ii) all or substantially all of the Partnership’s outstanding Common Units not already beneficially owned by ETRN and its Affiliates or (b) (i) the Partnership would merge with or into ETRN or any wholly owned Subsidiary thereof or (ii) any Affiliate of ETRN would merge with or into the Partnership if immediately following such merger only one of ETRN (or its successor in such merger) or the Partnership (or its successor in such merger) would (x) remain in existence or (y) have its common equity listed or admitted to trade on a National Securities Exchange. Notwithstanding anything to the contrary in this Agreement, any transaction or series of related transactions that satisfies the foregoing definition of “Partnership Rollup Event” shall not be deemed to be a Partnership Restructuring Event.
Partnership Rollup Event has the meaning given to such term in the Partnership Agreement.
Partnership Rollup Event means any transaction or series of related transactions pursuant to which ▇▇▇▇▇▇▇▇ 66 Company or any of its Affiliates (other than the Partnership or any of its Subsidiaries) would acquire (a) all or substantially all of the Partnership’s assets or (b) all of the Partnership’s outstanding Common Units.
Examples of Partnership Rollup Event in a sentence
Except in the case of a Partnership Rollup Event or a Partnership Restructuring Event, the Borrower will not make, nor permit its Subsidiaries to make, any Disposition (whether in one transaction or a series of transactions) that constitutes all or substantially all of the assets of the Borrower and its Subsidiaries, taken as a whole.
For the avoidance of doubt, in the case of a Partnership Rollup Event, each Series A Preferred Unitholder may elect to exercise any of the options provided under Section 5.11(b)(vi)(B)(1), Section 5.11(b)(vi)(B)(2) or Section 5.11(b)(vi)(B)(4).
More Definitions of Partnership Rollup Event
Partnership Rollup Event means any transaction or series of related transactions pursuant to which Phillips 66 Company or any of its Affiliates (other than the Partnership or any of its Subsidiaries) would acquire (a) all or substantially all of the Partnership’s assets or (b) all of the Partnership’s outstanding Common Units. “ Per Unit Capital Amount ” means, as of any date of determination, the Capital Account, stated on a per Unit basis, underlying any Unit held by a Person other than the General Partner or any Affiliate of the General Partner who holds Units. “ Percentage Interest ” means, as of any date of determination, (a) as to the General Partner with respect to General Partner Units and as to any Unitholder with respect to Units (other than with respect to the Series A Preferred Units), as the case may be, the product obtained by multiplying (i) 100% less the percentage applicable to clause (b) below by (ii) the quotient obtained by dividing (A) the number of General Partner Units held by the General Partner or the number of Units held by such Unitholder (excluding Series A Preferred Units), as the case may be, by (B) the total number of Outstanding Units (excluding Series A Preferred Units) and General Partner Units, and (b) as to the holders of other Partnership Interests issued by the Partnership in accordance with Section 5.6 , the percentage established as a part of such issuance. The Percentage Interest with respect to an Incentive Distribution Right and a Series A Preferred Unit shall at all times be zero. “ Person ” means an individual or a corporation, firm, limited liability company, partnership, joint venture, trust, unincorporated organization, association, government agency or political subdivision thereof or other entity. “ Phillips 66 Carrier ” means Phillips 66 Carrier LLC, a Delaware limited liability company. “ Phillips 66 Company ” means Phillips 66 Company, a Delaware corporation. “ Phillips 66 Pipeline ” means Phillips 66 Pipeline LLC, a Delaware limited liability company. “ Plan of Conversion ” has the meaning given such term in Section 14.1 . “ Potential Additional Transfer Period ” has the meaning set forth in Section 5.11(b)(vii)(D) . “ Prior Agreement ” has the meaning given such term in the recitals to this Agreement. “ Privately Placed Units ” means any Common Units issued for cash or property other than pursuant to a public offering. “ Pro Rata ” means (a) when used with respect to Units or any class thereof (other than Series A Preferred Un...
Partnership Rollup Event means any transaction or series of related transactions pursuant to which Phillips 66 Company or any of its Affiliates (other than the Partnership or any of its Subsidiaries) would acquire (a) all or substantially all of the Partnership’s assets or (b) all of the Partnership’s outstanding Common Units.
Partnership Rollup Event means any transaction or series of related transactions pursuant to which Phillips 66 Company or any of its Affiliates (other than the Partnership or any
Partnership Rollup Event means any transaction or series of related transactions pursuant to which (a) ETRN or any of its Affiliates would acquire (i) all or substantially all of the Partnership’s assets or (ii) all or substantially all of the Partnership’s outstanding Common Units not already beneficially owned by ETRN and its Affiliates or (b) (i) the Partnership would merge with or into ETRN or any wholly owned Subsidiary thereof or (ii) any Affiliate of ETRN would merge with or into the Partnership if immediately following such merger only one of ETRN (or its successor in such merger) or the Partnership (or its successor in such merger) would (x) remain in existence or (y) have its common equity listed or admitted to trade on a National Securities Exchange. Notwithstanding anything to the contrary in this Agreement, any transaction or series of related transactions that satisfies the foregoing definition of “ Partnership Rollup Event ” shall not be deemed to be a Partnership Restructuring Event.