Effect of the Merger on Equity Securities. (a) At the TEPPCO GP Effective Time, by virtue of the TEPPCO GP Merger and without any action on the part of any holder of TEPPCO GP Member Interests, subject to Section 3.1(b), all TEPPCO GP Member Interests issued and outstanding immediately prior to the TEPPCO GP Effective Time shall be converted into the right to receive aggregate consideration issued by Enterprise consisting of (1) 1,331,681 Enterprise Units (the “Unit Consideration”) and (2) a deemed contribution and increase in the capital account in Enterprise of Enterprise GP, the general partner of Enterprise and a wholly owned subsidiary of the TEPPCO GP Member, by an amount equal to the Additional Enterprise GP Interest (the “Deemed Capital Contribution” and, together with the Unit Consideration, the “TEPPCO GP Consideration”). “Additional Enterprise GP Interest” means the dollar amount, equal to 2/98ths of the aggregate fair market value of the Enterprise Units and Enterprise Class B Units issued in the Mergers as TEPPCO Consideration, Designated TEPPCO Unit Consideration and Unit Consideration, necessary to fund the capital contribution required to maintain Enterprise GP’s 2.0% Enterprise general partner interest. The TEPPCO GP Member Interests converted into the right to receive the TEPPCO GP Consideration pursuant to this Section 3.1(a) shall cease to be outstanding and shall be canceled and retired and shall cease to exist, and the TEPPCO GP Member shall thereafter cease to be a member of TEPPCO GP or have any rights with respect to the TEPPCO GP Member Interests, except the right (i) to be admitted as an Additional Limited Partner under the Enterprise Partnership Agreement and receive the Unit Consideration and (ii) to have Enterprise GP receive the Deemed Capital Contribution, in each case in accordance with this Article 3. Upon such exchange of the TEPPCO GP Member Interests and the recording of the name of the TEPPCO GP Member as a limited partner of Enterprise on the books and records of Enterprise, the TEPPCO GP Member shall automatically and effective as of the TEPPCO GP Effective Time be admitted to Enterprise as an Additional Limited Partner and be bound by the Enterprise Partnership Agreement as such. By its exchange of the TEPPCO GP Member Interests or by its acceptance of Enterprise Units, the TEPPCO GP Member confirms its agreement to be bound by all of the terms and conditions of the Enterprise Partnership Agreement, including the power of attorney granted in Section 2.6
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Effect of the Merger on Equity Securities. (a) At the TEPPCO GP Effective Time, by virtue of the TEPPCO GP Merger and without any action on the part of any holder of any TEPPCO Units:
(i) All TEPPCO Units that are TEPPCO GP Member InterestsOwned Units immediately prior to the TEPPCO Effective Time shall cease to be outstanding and shall be canceled and retired and shall cease to exist, subject and any certificates representing any such TEPPCO GP Owned Units shall be surrendered for cancellation; provided, however, for purposes of clarification, TEPPCO GP shall continue to Section 3.1(bhold general partner interests in TEPPCO and continue as the general partner of TEPPCO.
(ii) Subject to Sections 3.1(a)(i), all 3.1(a)(iii), 3.1(b) and 3.7, each TEPPCO GP Member Interests Unit issued and outstanding immediately prior to the TEPPCO GP Effective Time shall be converted into the right to receive aggregate consideration issued by Enterprise consisting of (1) 1,331,681 1.24 Enterprise Units (the “Unit Consideration”) Exchange Ratio,” and (2) a deemed contribution and increase in the capital account in Enterprise such amount of Enterprise GP, the general partner of Enterprise and a wholly owned subsidiary of the TEPPCO GP Member, by an amount equal to the Additional Enterprise GP Interest (the “Deemed Capital Contribution” and, together with the Unit ConsiderationUnits, the “TEPPCO GP Consideration”). “Additional Enterprise GP Interest” means the dollar amount, equal to 2/98ths of the aggregate fair market value of the Enterprise Units and Enterprise Class B Units issued in the Mergers as TEPPCO Consideration, Designated Each TEPPCO Unit Consideration and Unit Consideration, necessary to fund the capital contribution required to maintain Enterprise GP’s 2.0% Enterprise general partner interest. The TEPPCO GP Member Interests converted into the right to receive the TEPPCO GP Consideration pursuant to this Section 3.1(a3.1(a)(ii) shall cease to be outstanding and shall be canceled and retired and shall cease to exist, and each holder of a TEPPCO Unit immediately prior to the TEPPCO GP Member Effective Time (whether certificated or non-certificated and represented in book-entry form) shall thereafter cease to be a member limited partner of TEPPCO GP or have any rights with respect to the such TEPPCO GP Member InterestsUnits, except the right (i) to be admitted as an Additional Limited Partner under the Enterprise Partnership Agreement and receive the Unit Consideration Enterprise Units to be issued in consideration therefor and (ii) any distributions to have Enterprise GP receive the Deemed Capital Contribution, in each case which holders of TEPPCO Units become entitled all in accordance with this Article 33 upon the surrender of (x) a certificate that immediately prior to the TEPPCO Effective Time represented TEPPCO Units (“TEPPCO Certificate”) or (y) non-certificated TEPPCO Units represented in book-entry form (“Book Entry TEPPCO Units”). Enterprise GP consents to the admission of each TEPPCO Unitholder as an Additional Limited Partner who is issued Enterprise Units in exchange for such TEPPCO Unitholder’s TEPPCO Units in accordance with this Article 3 upon the proper surrender of the TEPPCO Certificate or Book Entry TEPPCO Unit representing such TEPPCO Units. Upon such exchange surrender of the TEPPCO Certificate or the Book Entry TEPPCO Unit (or upon a waiver of the requirement to surrender a TEPPCO Certificate granted by Enterprise GP Member Interests in its sole discretion) and the recording of the name of the TEPPCO GP Member such Person as a limited partner of Enterprise in respect of the applicable amount of Enterprise Units on the books and records of Enterprise, the TEPPCO GP Member such Person shall automatically and effective as of the TEPPCO GP Effective Time be admitted to Enterprise as an Additional Limited Partner in respect of the applicable amount of Enterprise Units and be bound by the Enterprise Partnership Agreement as such. By its exchange surrender of the a TEPPCO GP Member Interests Certificate or a Book Entry TEPPCO Unit, or by its acceptance of Enterprise Units, a TEPPCO Unitholder confirms its agreement to be bound by all of the terms and conditions of the Enterprise Partnership Agreement, including the power of attorney granted in Section 2.6 thereof.
(iii) In lieu of the TEPPCO Consideration set forth in Section 3.1(a)(ii), and as consented to by DFI pursuant to the Support Agreement, with respect to 3,645,509 TEPPCO Units owned by DFI (the “Designated TEPPCO Units,” but excluding, for the avoidance of doubt, any additional TEPPCO Units owned by DFI), each Designated TEPPCO Unit issued and outstanding immediately prior to the TEPPCO Effective Time shall be converted into the right to receive 1.24 Enterprise Class B Units (the “Designated TEPPCO Unit Exchange Ratio,” and such number of Enterprise Class B Units, the “Designated TEPPCO Unit Consideration”). Each Designated TEPPCO Unit converted into the right to receive the Designated TEPPCO Unit Consideration pursuant to this Section 3.1(a)(iii) shall cease to be outstanding and shall be canceled and retired and shall cease to exist, and DFI shall thereafter cease to be a limited partner of TEPPCO or have any rights with respect to such Designated TEPPCO Units, except the right to be admitted as an Additional Limited Partner and receive the Enterprise Class B Units to be issued in consideration therefor. Enterprise GP Member consents to the admission of DFI as an Additional Limited Partner who is issued Enterprise Class B Units in exchange for the Designated TEPPCO Units in accordance with this Article 3 upon the proper surrender of the TEPPCO Certificate or Book Entry TEPPCO Unit representing the Designated TEPPCO Units. Upon such surrender of the TEPPCO Certificate or Book Entry TEPPCO Unit representing Designated TEPPCO Units (or upon a waiver of the requirement to surrender a TEPPCO Certificate granted by Enterprise GP in its sole discretion) and the recording of the name of DFI as a limited partner of Enterprise in respect of the applicable amount of Enterprise Class B Units on the books and records of Enterprise, DFI shall automatically and effective as of the TEPPCO Effective Time be admitted to Enterprise as an Additional Limited Partner in respect of the applicable amount of Enterprise Class B Units and be bound by the Enterprise Partnership Agreement as such. By its surrender of a TEPPCO Certificate or Book Entry TEPPCO Unit, or by its acceptance of Enterprise Class B Units, DFI confirms its agreement to be bound by all of the terms and conditions of the Enterprise Partnership Agreement, including the power of attorney granted in Section 2.6
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Effect of the Merger on Equity Securities. (a) At the TEPPCO GP Effective Time, by virtue of the TEPPCO GP Merger and without any action on the part of WPZ, Operating Company, Merger Sub, WMZ, WMZ General Partner, any holder Holder of TEPPCO GP Member InterestsWMZ Units or any other Person:
(i) Each of the outstanding WMZ Common Units, subject to Section 3.1(b)other than the WMZ Common Units owned by WMZ General Partner, all TEPPCO GP Member Interests issued and outstanding immediately prior to the TEPPCO GP Effective Time shall be converted into the right to receive aggregate consideration 0.7584 of one WPZ Common Unit, which WPZ Common Units shall be duly authorized and validly issued in accordance with applicable Laws and the WPZ Partnership Agreement, fully paid and non-assessable (except to the extent such non-assessability may be affected by Enterprise consisting of (1) 1,331,681 Enterprise Units (DRULPA or the “Unit Consideration”) and (2) a deemed contribution and increase in the capital account in Enterprise of Enterprise GP, the general partner of Enterprise and a wholly owned subsidiary provisions of the TEPPCO GP Member, by an amount equal to the Additional Enterprise GP Interest (the “Deemed Capital Contribution” and, together with the Unit Consideration, the “TEPPCO GP Consideration”WPZ Partnership Agreement). “Additional Enterprise GP Interest” means the dollar amount, equal to 2/98ths of the aggregate fair market value of the Enterprise Units and Enterprise Class B Units issued in the Mergers as TEPPCO Consideration, Designated TEPPCO Each WMZ Common Unit Consideration and Unit Consideration, necessary to fund the capital contribution required to maintain Enterprise GP’s 2.0% Enterprise general partner interest. The TEPPCO GP Member Interests converted into the right to receive the TEPPCO GP Consideration WPZ Common Units pursuant to this Section 3.1(a2.1(c)(i) (such amount of WPZ Common Units the “WMZ Consideration”) shall cease to be outstanding and shall be canceled and retired and shall cease to exist, and each Holder of WMZ Common Units immediately prior to the TEPPCO GP Member Effective Time shall thereafter cease to be a member limited partner of TEPPCO GP WMZ or have any rights with respect to the TEPPCO GP Member Interestssuch WMZ Common Units, except the right (i) to be admitted to WPZ as an Additional Limited Partner under the Enterprise Partnership Agreement a limited partner of WPZ and receive the Unit Consideration WPZ Common Units to be issued in consideration therefor and (ii) any distributions to have Enterprise GP receive the Deemed Capital Contribution, in each case which Holders of WMZ Common Units become entitled all in accordance with this Article 3II upon the Surrender of (A) a certificate that immediately prior to the Effective Time represented WMZ Common Units (a “WMZ Certificate”) or (B) uncertificated WMZ Common Units represented in book-entry form (“Book-Entry WMZ Common Units”).
(ii) Each of the outstanding WMZ Units owned by WMZ General Partner shall cease to be outstanding and shall be canceled and retired and shall cease to exist without consideration therefor and without any further action by any person; provided, however, that WMZ General Partner shall continue as the sole general partner of WMZ with a general partner interest which constitutes 2% of the aggregate partnership interest (as defined in DRULPA) of all partners in WMZ. Each outstanding limited liability company interest in Merger Sub issued and outstanding immediately prior to the Effective Time shall cease to be outstanding and shall be canceled. Operating Company agrees that at the Effective Time, Operating Company shall be automatically bound by the WMZ Partnership Agreement (as amended and restated at the Effective Time), and Operating Company shall be admitted to WMZ as a limited partner of WMZ with a limited partner interest which constitutes 98% of the aggregate partnership interest (as defined in DRULPA) of all partners in WMZ immediately upon the Effective Time. At the Effective Time, the books and records of WMZ shall be revised to reflect the admission of Operating Company as a limited partner of WMZ and all other limited partners of WMZ simultaneously ceasing to be limited partners of WMZ, and WMZ shall continue without dissolution. Immediately after the Effective Time, Operating Company will be the sole limited partner of WMZ and the WMZ General Partner will be the sole general partner of WMZ.
(iii) Operating Company’s limited liability company interests outstanding immediately prior to the Effective Time shall be unchanged and remain outstanding and WPZ shall continue as the sole member of Operating Company.
(iv) WPZ’s partnership interests issued and outstanding immediately prior to the Effective Time shall be unchanged and remain outstanding and each limited partner and general partner admitted to WPZ immediately prior to the Effective Time shall continue as a limited partner and general partner, as applicable. The Merger shall have the effects set forth in the applicable provisions of DRULPA and DLLCA. At the Effective Time, the WMZ Partnership Agreement shall be amended and restated to read in its entirety as set forth in Exhibit A hereto, and, as so amended and restated, shall continue in effect until thereafter changed or amended as provided therein or by applicable Law. WPZ General Partner consents to the admission to WPZ as a limited partner of WPZ of each Holder of WMZ Common Units who is issued WPZ Common Units in exchange for such Holder’s WMZ Common Units in accordance with this Article II upon the proper Surrender of a WMZ Certificate or Book-Entry WMZ Common Units. Upon such exchange Surrender of a WMZ Certificate (or upon a waiver of the TEPPCO GP Member Interests requirement to Surrender a WMZ Certificate granted by WPZ General Partner in its sole discretion) or Book-Entry WMZ Common Units and the recording of the name of the TEPPCO GP Member such Person as a limited partner of Enterprise WPZ (and as the Record Holder (as such term is defined in the WPZ Partnership Agreement) of such WPZ Common Units) on the books and records of EnterpriseWPZ and its Transfer Agent (as such term is defined in the WPZ Partnership Agreement), the TEPPCO GP Member such Person shall automatically and effective as of the TEPPCO GP Effective Time be admitted to Enterprise WPZ as an Additional Limited Partner a limited partner of WPZ and be bound by the Enterprise WPZ Partnership Agreement as such. By its exchange Surrender of the TEPPCO GP Member Interests a WMZ Certificate or Book-Entry WMZ Common Units, or by its acceptance of Enterprise WPZ Common Units, the TEPPCO GP Member a Holder of WMZ Common Units confirms its agreement to be bound by all of the terms and conditions of the Enterprise WPZ Partnership Agreement, including the power of attorney granted in Section 2.62.6 thereof.
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