Special GP definition
Examples of Special GP in a sentence
If the Special General Partner desires to transfer Special GP Units, Common GP Units or Subordinated GP Units to Persons who are not Affiliates of the Special General Partner, the Special General Partner shall give notice to the Managing General Partner prior to effecting any such transfer.
Each Special GP Unit, Common GP Unit and Subordinated GP Unit will automatically convert into a Special LP Unit, Common LP Unit or Subordinated LP Unit, respectively, on a one-for-one basis immediately prior to the transfer of such Unit to any Person who is not an Affiliate of the Special General Partner.
The transfer of such converted Special GP Units, Common GP Units and Subordinated GP Units shall be governed by the provisions of this Agreement relating to transfer of Limited Partner Interests as if such Special GP Units, Common GP Units and Subordinated GP Units were Special LP Units, Common LP Units or Subordinated LP Units, respectively.
The General Partner shall certify that it shall comply with this provision prior to receiving a Special GP Loan or as soon as practicable after the General Partner has become aware that a Special GP Loan has been made.
The amount apportioned to the General Partner, plus the amount of any accrued, but not yet distributed, Special GP Distributions shall be distributed to the General Partner.
At the time that any Special GP Loan is outstanding, the General Partner shall maintain a net worth of at least two (2) times all outstanding debt, including any Special GP Loans.
The Parties and CVR Special GP, LLC, a Delaware limited liability company (“Special General Partner”) entered into the Omnibus Agreement dated as of October 24, 2007 (the “Original Agreement”), pursuant to which the CVR Entities and the Partnership Entities agreed to the covenants described above.
Neither the Managing GP nor the Special GP nor the Investor REIT shall Transfer, voluntarily, involuntarily, by operation of law or otherwise, all or any part of its interest in the Borrower, except with the prior written consent of the Agent, the Issuing Bank and the Required Lenders in their sole and absolute discretion.
Special GP, in its capacity as the special general partner of MLP, has the right to participate in the management of MLP, including through the co-appointment (with Managing GP) of the chief executive officer and chief financial officer of MLP (whether directly or as chief executive officer and chief financial officer of Managing GP) as specified in the agreement of limited partnership of MLP, and CVR (the parent of Special GP) desires to make available M▇.
The General Partner may determine the timing of the Special GP Distributions and Special Affiliate Distributions to which it or its Affiliate is entitled.