THG Entity definition
Examples of THG Entity in a sentence
Except as provided in this Article II and the Partnership Agreement, each THG Entity shall be free to engage in any business activity, including those that may be in direct competition with any Partnership Group Member.
Such investment banking firm will determine the fair market value of the Subject Assets and/or the other terms on which the Partnership Group and the THG Entity are unable to agree within 30 days of its engagement and furnish the THG Entity and the General Partner its determination.
The Partnership Group will provide written notice of its decision to the THG Entity within 30 days after the investment banking firm has submitted its determination.
Once the investment banking firm has submitted its determination of the fair market value of the Subject Assets and/or the other terms on which the Partnership Group and the THG Entity are unable to agree, the General Partner will have the right, but not the obligation, subject to the approval of the Conflicts Committee, to cause a Partnership Group Member to purchase the Subject Assets pursuant to the Offer as modified by the determination of the investment banking firm.
If, at any time, the General Partner abandons such opportunity with the approval of the Conflicts Committee (as evidenced in writing by the General Partner following the request of the THG Entity), the THG Entity may pursue such opportunity.
The fees of the investment banking firm will be split equally between the THG Entity and the Partnership Group.
The Offer shall set forth the proposed terms by which a Partnership Group Member may purchase the Subject Assets and, if any THG Entity desires to utilize the Subject Assets, the proposed commercially reasonable terms on which the Partnership Group will enable the THG Entity to utilize the Subject Assets.
For so long as a THG Entity controls the Partnership, and except as permitted by Section 2.2, each of the THG Entities shall be prohibited from engaging in, whether by acquisition, construction, investment in debt or equity securities of any Person or otherwise, any business having assets engaged in the following businesses (the “Restricted Businesses”): the refining or marketing of specialty lubricating oils, solvents, wax products, gasoline, diesel or jet fuel products in the continental United States.
The THG Entities agree and acknowledge that the Partnership Group does not have an adequate remedy at law for the breach by any THG Entity of the covenants and agreements set forth in this Article II, and that any breach by any THG Entity of the covenants and agreements set forth in this Article II would result in irreparable injury to the Partnership Group.
The Offer shall set forth the terms relating to the purchase of the Subject Assets and, if any THG Entity desires to utilize the Subject Assets, the Offer will also include the commercially reasonable terms on which the Partnership Group will provide services to the THG Entity to enable the THG Entity to utilize the Subject Assets.