TEGP definition
Examples of TEGP in a sentence
TEGP shall take such actions as may be required to ensure the performance by the Company of its obligations under Section 9.4(a) and this Section 9.4(b), including the issuance of Class A Shares to or for the account of the Exchanging Member in exchange for the delivery to TEGP of a number of Units that is equal to the number of Units surrendered by an Exchanging Member.
Upon the contribution by TEGP to the Company of all of such net proceeds (if any) so received by TEGP, the Managing Member shall cause the Company to issue a number of Units equal to the number of Class A Shares issued, registered in the name of TEGP, such that, at all times, the number of Units held by TEGP equals the number of outstanding Class A Shares.
TEGP may not Transfer all or any portion of its Membership Interest, except with the written consent of Members other than the Managing Member that, in the aggregate, own more than 50% of the Percentage Interests owned by all such other Members.
As promptly as practicable following the delivery of an Exchange Notice, the Company shall deliver or cause to be delivered at the offices of the then-acting registrar and transfer agent of the Class A Shares or, if there is no then-acting registrar and transfer agent of the Class A Shares, at the principal executive offices of TEGP, the number of Class A Shares deliverable upon such Exchange, registered in the name of the relevant Member.
Any such cancelled Class B Shares shall no longer be outstanding, and all rights with respect to such shares shall automatically cease and terminate in accordance with the terms of the TEGP LP Agreement.
The business and affairs of the Company shall be managed by the Managing Member consistent with this Agreement and the TEGP Amended and Restated Agreement of Limited Partnership dated on or about the date hereof (the “TEGP LP Agreement”).
The portion of the aggregate number of Units (and corresponding number of Class B Shares) that each Member (other than TEGP) is required to sell shall be pro rata to their respective ownership interest in the Company (excluding Units owned by TEGP).
Notwithstanding anything to the contrary herein, no Exchange shall be permitted (and, if attempted, shall be void ab initio) if, in the good faith determination of TEGP or of the Company, such an Exchange would pose a material risk that the Company would be a “publicly traded partnership” under Section 7704 of the Code.
The Company shall file the reports required to be filed by it under the Securities Act and the Exchange Act, and will take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder following an exchange of Tallgrass Equity Units and TEGP Class B Shares for TEGP Class A Shares to sell Registrable Securities without registration under the Securities Act within the limitations of the exemption provided by Rule 144.
The undersigned acknowledges that TEGP will cancel a number of Class B Shares corresponding to the number of Units Exchanged pursuant to this Exchange Notice in connection with this Exchange.