Treatment of the Partnership LTIP Sample Clauses

Treatment of the Partnership LTIP. Immediately prior to the Effective Time, any award of Partnership Restricted Units that is subject to time-based vesting and that is outstanding and unvested immediately prior to the Effective Time will, automatically and without any action on the part of the holder thereof, become fully vested and the restrictions with respect thereto shall lapse and such Partnership Restricted Units shall be deemed to be Partnership Common Units for purposes of this Article III.
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Treatment of the Partnership LTIP. Prior to the Effective Time, the Parent Board shall adopt the Partnership LTIP, authorize the conversion of Partnership Restricted Units into Parent Restricted Units in accordance with Section 3.1(e) at the Effective Time, and shall take such other actions as may be necessary to authorize the events contemplated in Section 3.1(e); such actions shall include the following: (a) effective as of the Effective Time, the Partnership LTIP shall be continued by Parent and all Partnership obligations thereunder assumed by Parent (including obligations with respect to Parent Restricted Units in accordance with Section 3.1(e)) and such plan shall continue in effect subject to amendment, termination, and/or suspension in accordance with the terms of the Partnership LTIP, notwithstanding the Merger; (b) from and after the Effective Time all references to Partnership Common Units in the Partnership LTIP shall be substituted with references to Parent Common Units; (c) the number of Parent Common Units that will be available for grant and delivery under the Partnership LTIP from and after the Effective Time shall equal (i) the number of Partnership Common Units that were available for grant and delivery under the Partnership LTIP immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio; (d) from and after the Effective Time, awards under the Partnership LTIP may be granted only to those individuals who were eligible to receive awards under the Partnership LTIP immediately before the Effective Time (including any individuals hired on and after the Effective Time who would have been eligible for such awards pursuant to the eligibility provisions of the Partnership LTIP as in effect immediately prior to the Effective Time); and (e) no participant in the Partnership LTIP shall have any right to acquire Partnership Common Units under the Partnership LTIP from and after the Effective Time. Parent shall reserve for issuance a number of Parent Common Units equal to the number of Parent Common Units that will be available for grant and delivery under the Partnership LTIP, as calculated pursuant to Section 3.5(c), from and after the Effective Time. As soon as practicable following the Effective Time, Parent shall file a Form S-8 registration statement (or such other appropriate form), or a post-effective amendment to a registration statement previously filed under the Securities Act, with respect to the shares of Parent Common Units available for grant and deli...
Sample 1

Related to Treatment of the Partnership LTIP

  • Management of the Partnership (a) Except as otherwise expressly provided in this Agreement, the General Partner shall have full, complete and exclusive discretion to manage and control the business of the Partnership for the purposes herein stated, and shall make all decisions affecting the business and assets of the Partnership. Subject to the restrictions specifically contained in this Agreement, the powers of the General Partner shall include, without limitation, the authority to take the following actions on behalf of the Partnership:

  • Capitalization of the Partnership Subject to Section 8.2, the Partnership is authorized to issue two classes of Partnership Interests. The Partnership Interests shall be designated as General Partner Interests and Limited Partner Interests, each having such rights, powers, preferences and designations as set forth in this Agreement.

  • Purposes of the Partnership The purposes of the Partnership are (a) to issue limited partnership interests in the Partnership in the form of Partnership Preferred Securities, (b) to receive the General Partner Capital Contribution, (c) to use substantially all of the Initial Partnership Proceeds to purchase, as an investment, the Initial Debentures, (d) to invest, at all times, an amount equal to at least 1% of the Initial Partnership Proceeds in Eligible Debt Securities, (e) to receive interest and other payments on the Affiliate Investment Instruments and the Eligible Debt Securities held by the Partnership from time to time, (f) to make Distributions on the Partnership Preferred Securities and distributions on the General Partner Interest if, as and when declared by the General Partner in its sole discretion, (g) subject to the restrictions and conditions contained in this Agreement, to make additional investments in Affiliate Investment Instruments and Eligible Debt Securities and to dispose of any such investments and (h) except as otherwise limited herein, to enter into, make and perform all contracts and other undertakings, and engage in those activities and transactions as the General Partner may reasonably deem necessary or advisable for the carrying out of the foregoing purposes of the Partnership. The Partnership may not engage in any other activities or operations except as contemplated by the preceding sentence.

  • Formation of the Partnership The Partnership was formed as a limited partnership pursuant to the provisions of the Act and the Original Agreement and continued upon the terms and subject to the conditions set forth in this Agreement. Except as expressly provided herein to the contrary, the rights and obligations of the Partners and administration and termination of the Partnership shall be governed by the Act. The Partnership Interest of each Partner shall be personal property for all purposes.

  • Termination of the Partnership The Partnership shall terminate when all assets of the Partnership, after payment or due provision for all debts, liabilities and obligations of the Partnership, shall have been distributed to the Partners in the manner provided for in this Article VIII, and the Certificate shall have been canceled in the manner required by the Act.

  • Purpose of the Partnership The purpose of the Partnership is to acquire, construct, own and operate the Apartment Housing in order to provide, in part, Tax Credits to the Partners in accordance with the provisions of the Code and the Treasury Regulations applicable to LIHTC and to sell the Apartment Housing. The Partnership shall not engage in any business or activity which is not incident to the attainment of such purpose.

  • Management of Partnership (Check One) ☐ - Partnership: The business and affairs of the Company shall be conducted and managed by the Partners in accordance with this Agreement and the laws of the State of Nebraska. Except as expressly provided elsewhere in this Agreement, all decisions respecting the management, operation and control of the business and affairs of the Partnership and all determinations made in accordance with this Agreement shall be made by the affirmative vote or consent of Partners holding a majority of the percentage interest of the Partnership. Notwithstanding any other provision of this Agreement, the Partners shall not, without the prior written consent of the unanimous vote or consent of the Partners, sell, exchange, lease, assign or otherwise transfer all or substantially all of the assets of the Partnership; sell, exchange, lease (other than space leases in the ordinary course of business), assign or transfer the Partnership’s assets; mortgage, pledge or encumber the Partnership’s assets other than is expressly authorized by this Agreement; prepay, refinance, modify, extend or consolidate any existing mortgages or encumbrances; borrow money on behalf of the Partnership in the excess of $ .00; lend any Partnership funds or other assets to any person in an amount or with a value in excess of $ .00; establish any reserves for working capital repairs, replacements, improvements or any other purpose, in excess of an aggregate of$ .00; confess a judgment against the partnership; settle, compromise or release, discharge or pay any claim, demand or debt in excess of $ .00, including claims for insurance; approve a merger or consolidation of the Partnership with or into any other limited liability company, corporation, partnership or other entity; or change the nature or character of the business of the Partnership. ☐ - Limited Partnership: Except as otherwise set forth herein, the General Partner shall have control of the Partnership and exercise ordinary business judgment in managing the Partnership. The General Partner shall have the power and authority including, but not limited to the following:

  • Capital Accounts of the Partners A. The Partnership shall maintain for each Partner a separate Capital Account in accordance with the rules of Regulations Section l.704-l(b)(2)(iv). Such Capital Account shall be increased by (i) the amount of all Capital Contributions and any other deemed contributions made by such Partner to the Partnership pursuant to this Agreement and (ii) all items of Partnership income and gain (including income and gain exempt from tax) computed in accordance with Section 1.B hereof and allocated to such Partner pursuant to Section 6.1 of the Agreement and Exhibit C thereof, and decreased by (x) the amount of cash or Agreed Value of all actual and deemed distributions of cash or property made to such Partner pursuant to this Agreement and (y) all items of Partnership deduction and loss computed in accordance with Section 1.B hereof and allocated to such Partner pursuant to Section 6.1 of the Agreement and Exhibit C thereof.

  • Term of the Partnership The Partnership shall continue in existence until December 31, 2054, unless sooner terminated pursuant to amendment or as hereinafter set forth in Article IX.

  • Partnership Name The name of the Partnership is “OZ Management LP.” The name of the Partnership may be changed from time to time by the General Partner.

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