Sale of the Partnership means (a) a sale or other disposition of all or substantially all of the assets of the Partnership or a related series of transactions that taken together, result in the sale or other disposition of all or substantially all of the assets of the Partnership, (b) a transaction or series of related transactions in which a Person, or group of related Persons, acquires more than 50% of the outstanding Partnership Units, or (c) the merger or consolidation of the Partnership with or into another Person that is not (i) an Affiliate of the Partnership or (ii) a Partner, in each case in clauses (b) and (c) above, under circumstances in which the holders of a majority of Partnership Units, immediately prior to such transaction, own less than a majority in voting power of the surviving or resulting Person immediately following such transaction.
Sale of the Partnership means (i) a sale of all or substantially all of the assets of the Partnership and its Subsidiaries (taken as a whole) to a Third-Party Buyer or (ii) the transfer or other disposition to any Person or group of Persons (as the term “group” is defined in the Securities Exchange Act of 1934) of a majority of the outstanding equity securities (whether by sale, issuance, merger, consolidation, reorganization, combination or otherwise) of the Partnership and its Subsidiaries (taken as a whole) (whether by merger, consolidation, sale or Transfer of Interests or otherwise) to a Third-Party Buyer.
Sale of the Partnership has the meaning given to such term in the Investors Agreement.
Examples of Sale of the Partnership in a sentence
Proceeds from a Sale of the Partnership and any other cash received or reductions in reserves made after commencement of the liquidation of the Partnership shall be distributed to the Partners in accordance with Section 13.2.
Some months ago there was a nationwide call for people to go and be tested, two days were set aside, and we spoke about it in many of the churches.
Other than pursuant to Sections 4.1(b) and 4.2b), no Partner, unless such Partner is also the General Partner, shall have any right, power or duty, including the right to approve or vote on any matter, including a Sale of the Partnership.
The Units will vest as follows: (a) 50% of the Units will vest in accordance with the schedule set forth on Exhibit A and (b) 50% of the Units will vest as of immediately prior to the consummation of the first to occur of a Sale of the Partnership or a Sale of the CCA Business, but only if such Sale of the Partnership or such Sale of the CCA Business is consummated.
As set forth above, Article III of the Agreement relates to Sale of the Partnership Interest upon the death of a Partner.
More Definitions of Sale of the Partnership
Sale of the Partnership means the sale of the Partnership to an Independent Third Party or group of Independent Third Parties pursuant to which such party or parties acquire (i) equity securities of the Partnership constituting a majority of the residual equity of the Partnership (whether by merger, consolidation, or sale or transfer of Preferred Units the Common Units) or (ii) all or substantially all of Partnership's assets determined on a consolidated basis.
Sale of the Partnership means (a) a transaction or series of related transactions of all or substantially all of the assets of the Partnership, not in the ordinary course of the Partnership’s business, (b) a transaction or series of related transactions in which a Person, or group of related Persons, acquires more than 50% of the outstanding Partnership Units to, or (c) the merger or consolidation of the Partnership with or into another Person that is not (i) an Affiliate of the Partnership or (ii) a Partner, in each case in clauses (b) and (c) above, under circumstances in which the holders of a majority of Partnership Units, immediately prior to such transaction, own less than a majority in voting power of the surviving or resulting Person immediately following such transaction.
Sale of the Partnership means the sale of the Partnership to a third party or group of third parties acting in concert, pursuant to which such party or parties acquire (i) all or substantially all of the equity securities of the Partnership or (ii) all or substantially all of the Partnership’s assets determined on a consolidated basis (in either case, whether by merger, consolidation, recapitalization, transfer of equity securities or otherwise); provided that, in any event, the term “Sale of the Partnership” shall include Carlyle/Riverstone BPL Holdings II, L.P. (“C/R”) as of the date hereof and its Permitted Transferees (as defined in the partnership agreement of MainLine as in effect on the date hereof) collectively ceasing to hold at least 20% of the Common Units held by C/R as of the date hereof; and provided further that the term “Sale of the Partnership” shall not include a Public Offering, or any sale of equity or debt securities by the Partnership in a private or public offering to other investors selected by the General Partner.
Sale of the Partnership means a sale of substantially all of the Partnership's consolidated assets or a sale of the Partnership Interests (including by means of a merger).
Sale of the Partnership means a sale of a controlling interest in the Partnership to a third party who is not an affiliate of the Purchaser or a sale of all or substantially all of the assets of the Partnership.
Sale of the Partnership means any transaction or series of transactions that results in, directly or indirectly, (i) the sale (structured as a merger, consolidation, business combination, sale or redemption of securities, recapitalization or otherwise) of at least a majority of the Units held by the AEA Partners in a bona fide arm’s-length transaction to (or, in the case of a redemption of Units, a redemption which results in the AEA Partners holding less than a majority of the Units previously held by them) any Third Party or group of Third Parties or (ii) a sale of all or substantially all of the assets of the Partnership or its Subsidiaries on a consolidated basis in a bona fide arm’s-length transaction to any Third Party or group of Third Parties.
Sale of the Partnership means, other than in connection with an IPO, whether in a single transaction or series of related transactions: (a) the sale or transfer of the properties and assets of the Partnership Group to an Independent Third Party having a value in excess of fifty percent (50%) of the value of the consolidated assets of the Partnership Group as of immediately prior to such transaction, or (b) any acquisition (whether by merger, consolidation, sale or other transfer) of Interests by one or more Independent Third Parties, following which the Partners immediately prior to such transaction (or a series of transactions) cease to own, directly or indirectly, a majority of the Interests (as of immediately following such transaction or series of transactions); provided, that the transactions contemplated by the Subscription Agreements shall not be deemed a Sale of the Partnership hereunder.