Examples of MLP GP Board in a sentence
The execution, delivery and performance by the MLP Entities of this Agreement, and the consummation of the Transactions, have been duly authorized and approved by the MLP GP Board.
The MLP GP Board has received a written instruction from GP Holdings, in its capacity as the sole member of MLP GP, evidencing its approval of this Agreement and the Transactions.
The MLP GP Board has received the opinions of Xxxxxx Xxxxxxx & Co. LLC and Evercore Group LLC (the “MLP Financial Advisors”), dated May 27, 2014, to the effect that, as of the date of such opinions, and subject to the assumptions and qualifications set forth therein, from a financial point of view, the Public Merger Consideration is fair to the Public Unitholders (the “MLP Fairness Opinions”).
Assuming the accuracy of the representation and warranty contained in Section 5.3(c), the action of the MLP GP Board in approving this Agreement and the Transactions is sufficient to render inapplicable to this Agreement and the Transactions any Takeover Laws and any similar provision of the MLP Charter Documents.
The MLP GP Board has received the opinion of Evercore Group, L.L.C. (the “MLP Financial Advisor”), dated the date of this Agreement, to the effect that, as of such date, and subject to the assumptions and qualifications set forth therein, from a financial point of view, the Merger Consideration is fair to Common Unitholders (other than affiliates of MLP) (the “MLP Fairness Opinion”).
The MLP GP Conflicts Committee has recommended to the MLP GP Board that the MLP GP Board make the same approval and determination as the MLP GP Conflicts Committee.
Subject to Section 6.2(b), (i) the MLP GP Conlficts Committee and the MLP GP Board shall recommend approval of this Agreement and the Merger Transactions to the holders of MLP Common Units (the “MLP Recommendation”), and (ii) MLP shall take all reasonable lawful action to solicit such approval by the holders of MLP Common Units.
The action of the MLP GP Board in approving this Agreement and the transactions contemplated hereby is sufficient to render inapplicable to this Agreement and the transactions contemplated hereby any state takeover laws and any applicable provision of the MLP Partnership Agreement.
Except as provided in Section 6.2(b) and Section 6.2(c), neither the MLP GP Conflicts Committee nor the MLP GP Board shall (A) withdraw, modify or qualify in any manner adverse to PNR the MLP Recommendation or (B) publicly approve, adopt or recommend, or publicly propose to approve, adopt or recommend, any Acquisition Proposal (any action described in this sentence being referred to as an “MLP Change in Recommendation”).
Prior to the Effective Time, the MLP GP Board shall take such action and adopt such resolutions as are required to (i) effectuate the treatment of the MLP Phantom Units pursuant to the terms of Section 3.1(e) of this Agreement, and (ii) prevent and waive the forfeiture of any MLP Phantom Units that would otherwise be forfeited pursuant to Section 6(b)(iii) of the MLP LTIP.