Alternative Actions with Respect to GP Holdco Sample Clauses

Alternative Actions with Respect to GP Holdco. As an alternative to a third party sale of GP Holdco Units pursuant to Section 5.5(c) if the offer of the Offered Holdco Securities is not accepted by the Responding Party or the Partnership, the Seller may, at its option, exercisable by notice to the Responding Party within 90 days from the expiration of the additional period provided for in Section 5.5(c)(iii), initiate (i) an IPO of GP Holdco or (ii) subject to the Conflicts Committee’s approval of the valuation of the Common Units, (A) an exchange of 50% of the IDRs held by the General Partner or (B) an exchange of the GP Holdco Units held by the Seller, in either case for Common Units (and in the case of an exchange of IDRs, followed by a series of redemptions resulting in the redemption of the Seller’s GP Holdco Units in exchange for such Common Units). For purposes of an exchange contemplated by clause (ii) of the first sentence of this Section 5.5(e), the terms shall include the following valuation procedures: Each of the Seller and the Conflicts Committee would obtain a valuation of the IDRs or GP Holdco Units, as applicable, from an investment bank or other valuation firm of national standing, and the conversion price would be (1) the midpoint if such valuations differ by 20% or less, or (2) if such valuations differ by more than 20%, such valuators would pick a third investment bank or other valuation firm of national standing, who would conduct its own valuation, which must be no less than the lower of nor greater than the higher of the first two valuations, and such third valuation would binding on the Parties and the Partnership. If the Seller elects one of the courses of action described in this Section 5.5(e), the Parties will cooperate in good faith and provide Voting Support with respect to the course of action so elected; provided, that if either Party or the Conflicts Committee requests a fairness opinion from an investment bank or other valuation firm with respect to an exchange provided for in clause (ii) of the first sentence of this Section 5.5(e), then the obligation of the Parties to provide Voting Support with respect to such exchange shall be conditioned upon the receipt by the board of directors of the General Partner of such fairness opinion reasonably acceptable to it.
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Related to Alternative Actions with Respect to GP Holdco

  • Obligations With Respect to Capital Stock Except as set forth in Section 3.2 or Part 3.3 of the Parent Disclosure Letter, there are no equity securities, partnership interests or similar ownership interests of any class of Parent equity security, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. All stock and rights to purchase stock of any subsidiary of Parent are owned free and clear of all Encumbrances. Except as set forth in Section 3.2 or Part 3.2 or Part 3.3 of the Parent Disclosure Letter, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent or any of its subsidiaries is a party or by which it is bound obligating Parent or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any shares of capital stock, partnership interests or similar ownership interests of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement. There are no registration rights, and there is no shareholder agreement, investor agreement, voting trust, proxy, rights agreement, "poison pill" anti-takeover plan or other agreement or understanding to which Parent is a party or by which it is bound with respect to any equity security of any class of Parent or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries.

  • REPRESENTATIONS WITH RESPECT TO RULE 17F 5. The Foreign Custody Manager represents to the Fund that it is a U.S. Bank as defined in section (a)(7) of Rule 17f-5. The Fund represents to the Custodian that the Board has determined that it is reasonable for the Board to rely on the Custodian to perform the responsibilities delegated pursuant to this Agreement to the Custodian as the Foreign Custody Manager of the Portfolios.

  • Representations with Respect to Rule 17f-5 The Foreign Custody Manager represents to each Fund that it is a U.S. Bank as defined in section (a)(7) of Rule 17f-5. Each Fund represents to the Custodian that its Board has determined that it is reasonable for such Board to rely on the Custodian to perform the responsibilities delegated pursuant to this Agreement to the Custodian as the Foreign Custody Manager of the Portfolios.

  • Distributions with Respect to Unexchanged Shares No dividends or other distributions declared or made after the Effective Time with respect to Parent Common Stock with a record date after the Effective Time will be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock represented thereby until the holder of record of such Certificate shall surrender such Certificate. Subject to applicable law, following surrender of any such Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest, at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock.

  • Obligations with Respect to Loan Parties The obligations of the Borrower to direct or prohibit the taking of certain actions by the other Loan Parties as specified herein shall be absolute and not subject to any defense the Borrower may have that the Borrower does not control such Loan Parties.