Series A Change of Control definition

Series A Change of Control means the occurrence of any of the following:

Series A Change of Control means the occurrence of any of the following events: (a) KNOT or Affiliates of KNOT have ceased, directly or indirectly, in one or more series of related transactions, to own more than 50% of the voting equity interests of the General Partner (the Person, if any, acquiring more than 50% of the voting equity interests of the General Partner, and each Person, if any, that subsequently acquires more than 50% of the voting power or economic interest of the General Partner, is hereinafter referred to as a “New GP Owner”), if such transactions give such New GP Owner more than 50% of the voting equity interests in the General Partner and the right to elect more than half of the members of the board of directors of the General Partner; (b) any sale, lease, transfer, conveyance or other disposition by the Partnership, in one or a series of related transactions, of all or substantially all of the assets of the Partnership and its subsidiaries, taken as a whole; (c) the removal of KNOT Offshore Partners GP LLC as the General Partner of the Partnership, except for cases in which any successor General Partner is an Affiliate of KNOT or of any Series A Preferred Unitholder or their respective Affiliates; (d) at any time during the first five years following the Initial Series A Issuance Date, KNOT (directly or indirectly) fails to own at least of 25% of the then outstanding Common Units and General Partner Units on an aggregate basis; or (e) at any time when the Common Units are no longer listed or admitted to trading on a National Securities Exchange; provided, however, that no Partnership Restructuring Event shall constitute a Series A Change of Control.

Series A Change of Control has the meaning set forth in the Partnership Agreement.

Examples of Series A Change of Control in a sentence

• Within 10 Business Days following delivery of a Series A Change of Control Notice, each Series A Preferred Unitholder shall deliver a written notice to the Partnership electing one of sub-clauses (1), (2) or (3) below; provided, that if a Series A Preferred Unitholder fails to timely deliver written notice of such election to the Partnership, such Series A Preferred Unitholder shall be deemed to have elected the option set forth in sub-clause (1) below.

• The Partnership shall remit all such cash consideration to such Record Holders immediately prior to the consummation of such Series A Change of Control.

• In the event of a Series A Change of Control, the Partnership shall redeem all (and not less than all) of the Series A Preferred Units for a cash amount per Series A Preferred Unit equal to the Series A Redemption Price.

• If the Managing Member redeems the KRP Series A Preferred Units pursuant to a KRP Series A Change of Control, the Company shall redeem all (and not less than all) of the Series A Preferred Units for a cash amount per Series A Preferred Unit equal to the KRP Series A Redemption Price.

• If the Partnership shall not be the surviving entity of the related Series A Change of Control, then the Partnership shall remit the applicable cash immediately prior to the consummation of the related Series A Change of Control.

More Definitions of Series A Change of Control

Series A Change of Control means the occurrence of any of the following events after the Series A Original Issue Date:

Series A Change of Control means the occurrence of any of the following events: (a) KNOT or Affiliates of KNOT have ceased, directly or indirectly, in one or more series of related transactions, to own more than 50% of the voting equity interests of the General Partner (the Person, if any, acquiring more than 50% of the voting equity interests of the General Partner, and each Person, if any, that subsequently acquires more than 50% of the voting power or economic interest of the General Partner, is hereinafter referred to as a “New GP Owner”), if such transactions give such New GP Owner more than 50% of the voting equity interests in the General Partner and the right to elect more than half of the members of the board of directors of the General Partner; (b) any sale, lease, transfer, conveyance or other disposition by the Partnership, in one or a series of related transactions, of all or substantially all of the assets of the Partnership and its subsidiaries, taken as a whole; (c) the removal of KNOT Offshore Partners GP LLC as the General Partner of the Partnership, except for cases in which any successor General Partner is an Affiliate of KNOT or of any Series A Preferred Unitholder or their respective Affiliates; (d) at any time during the first five years following the Initial Series A Issuance Date, KNOT (directly or indirectly) fails to own at least of 25% of the then outstanding Common Units; provided, however, that no Partnership Restructuring Event shall constitute a Series A Change of Control.

Series A Change of Control means a Change of Control Transaction or any of the following:

Series A Change of Control. Conversion Date” shall be the date fixed by the General Partner, in its sole discretion, as the date the Series A Preferred Units are to be converted to Conversion Common Units. Such Series A Change of Control Conversion Date shall be a Business Day that is no fewer than 20 days nor more than 35 days from the date on which the Partnership provides the notice to Series A Holders pursuant to Section 16.4(e).

Series A Change of Control means “Change of Control” as defined in the Series A Certificate of Designation.

Series A Change of Control means the consummation of any transaction (including, without limitation, any merger, consolidation or business combination) the result of which is that any Person, other than the Series A Unitholder(s), becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Company Securities, measured by voting power rather than number of Company Securities.

Series A Change of Control means “Change of Control” as defined in the Series A Certificate of Designation. “Series A Closing Date” has the meaning set forth in the Additional Terms Letter.