Permitted Exceptions. Notwithstanding any provision of Section 4.1 to the contrary, the LNG Partnership Group Members and the Offshore Partnership Group Members may engage in the following activities under any of the following circumstances: (a) the LNG Partnership Group Members may engage in the ownership, operation and/or chartering of any of the Suezmax Assets, including any Replacement Suezmax Assets; (b) the Offshore Partnership Group Members may engage in the ownership, operation and/or chartering of any of the Aframax Assets, including any Replacement Aframax Assets; (c) the ownership, operation and/or chartering of any Crude Oil Assets that it acquires after the date of this Agreement if: (i) such Crude Oil Assets are acquired as part of a business or package of assets in a transaction in which the fair market value of such Crude Oil Assets represents less than a majority of the fair market value of the total assets or business acquired (fair market value as determined in good faith by the Conflicts Committee of the board of directors of Teekay LNG General Partner or Teekay Offshore General Partner, as applicable); and (ii) the LNG Partnership Group Member or Offshore Partnership Group Member, as applicable, has offered Teekay the opportunity for Teekay or any other Teekay Entity to purchase such Crude Oil Assets in accordance with the procedures set forth in Section 5.1 and Teekay has elected not to purchase and not to cause another Teekay Entity to purchase such Crude Oil Assets; (d) the ownership, operation and/or chartering of Crude Oil Assets that are subject to an offer by an LNG Partnership Group Member or an Offshore Partnership Group Member as described in Section 4.2(c) pending Teekay's determination whether to purchase the Crude Oil Assets and, if Teekay determines to cause a Teekay Entity to purchase such Crude Oil Assets, pending the closing of such purchase; (e) the acquisition of up to a 9.9% equity ownership, voting or profit participation interest in any publicly traded Person that engages in a Crude Oil Restricted Business; or (f) the ownership, operation and/or chartering by an LNG Partnership Group Member or an Offshore Partnership Group Member of any Crude Oil Assets with respect to which Teekay has previously advised Teekay LNG General Partner or Teekay Offshore General Partner, as applicable, that Teekay has elected not to cause a Teekay Entity to acquire (or seek to acquire).
Appears in 2 contracts
Sources: Omnibus Agreement (Teekay Shipping Corp), Omnibus Agreement (Teekay LNG Partners L.P.)
Permitted Exceptions. Notwithstanding any provision of Section 4.1 2.1 to the contrary, an Adena Entity may Operate Restricted Businesses during the LNG Partnership Group Members and the Offshore Partnership Group Members may engage in Applicable Period under the following activities under any of the following circumstancescircumstances only:
(a) The Adena Entities may own and operate the LNG Partnership Group Members may engage in businesses and assets that are the ownership, operation and/or chartering of any subject of the Suezmax AssetsSecond Contribution Agreement until the closing of the transactions contemplated thereby or the earlier termination of the Second Contribution Agreement, including any Replacement Suezmax Assets;in which latter event such businesses and assets shall not be subject to this Agreement.
(b) The Adena Entities may Operate Restricted Businesses that the Offshore General Partner has elected not to cause a member of the Partnership Group Members may engage in the ownership, operation and/or chartering of any of the Aframax Assets, including any Replacement Aframax Assets;
(c) the ownership, operation and/or chartering of any Crude Oil Assets that it acquires after the date of this Agreement if:
(i) such Crude Oil Assets are acquired as part of a business or package of assets in a transaction in which the fair market value of such Crude Oil Assets represents less than a majority of the fair market value of the total assets or business acquired (fair market value as determined in good faith by the Conflicts Committee of the board of directors of Teekay LNG General Partner or Teekay Offshore General Partner, as applicable); and
(ii) the LNG Partnership Group Member or Offshore Partnership Group Member, as applicable, has offered Teekay the opportunity for Teekay or any other Teekay Entity to purchase such Crude Oil Assets pursue in accordance with the procedures set forth in Section 5.1 2.3.
(c) Subject to Section 2.2(d), the Adena Entities may Operate a Restricted Business consisting of Non-Producing Hard Minerals Reserves; provided, however, that upon production and Teekay has elected not sale of the first ton of coal from such reserves, the relevant Adena Entity will promptly provide written notice to purchase the General Partner that Mining Operations have begun with respect to such Hard Minerals Restricted Business and not to cause another Teekay such Adena Entity to purchase such Crude Oil Assets;shall comply with the provisions of Section 2.1(a) and Section 2.3.
(d) Notwithstanding anything to the ownershipcontrary in Section 2.2(c), operation and/or chartering the Adena Entities may not sell, swap, exchange or otherwise transfer, directly or indirectly, any of Crude Oil Assets the Hard Minerals included in or associated with (or to be included in or associated with) any of the projects identified in the Transportation Infrastructure Restricted Business Certificate (it being acknowledged and agreed by the Parties that all such Hard Minerals are subject Restricted Businesses to an offer by an LNG be offered to the Partnership Group Member or an Offshore Partnership Group Member as described in pursuant to Section 4.2(c2.1(a) pending Teekay's determination whether to purchase the Crude Oil Assets and, if Teekay determines to cause a Teekay Entity to purchase such Crude Oil Assets, pending the closing of such purchase;and Section 2.3).
(e) The Adena Entities may Operate a Restricted Business consisting of Option Reserves until the acquisition earliest to occur (the “Option Expiration Date”) of up to (i) receipt by C▇▇▇▇ of a 9.9% equity ownership, voting or profit participation interest in any publicly traded Person that engages in a Crude Oil Restricted Business; or
(f) the ownership, operation and/or chartering by an LNG Partnership Group Member or an Offshore Partnership Group Member of any Crude Oil Assets Trout Rejection Notice with respect to which Teekay such Option Reserves during the Option Period, (ii) the expiration of the Option Period without receipt by C▇▇▇▇ of a Trout Rejection Notice or a Trout Acceptance Notice with respect to such Option Reserves, and (iii) if C▇▇▇▇ has previously advised Teekay LNG General Partner received a Trout Acceptance Notice with respect to such Option Reserves during the Option Period, the earlier to occur of (A) the closing of the sale of such Option Reserves to Trout or Teekay Offshore General PartnerTrout II, as applicable, pursuant to the terms and conditions set forth in the Purchase Option Agreement or the Wildcat Agreement, as applicable, and (B) the expiration of the 45th day after receipt by Trout or Trout II, as applicable, of such Option Offer. Upon the occurrence of the Option Expiration Date, the Adena Entities shall comply with the provisions of Section 2.1(a) and Section 2.3 with respect to such Option Reserves, subject in each case to the rights of first refusal, if applicable, set forth in Section 3.3 of the Purchase Option Agreement and Section 2.3 of the Wildcat Agreement, as applicable. Notwithstanding anything to the contrary in this Section 2.2(e), the Adena Parties shall not be required to comply with the provisions of Section 2.1(a) and Section 2.3 from and after the Option Expiration Date with respect to any Option Reserves that Teekay has elected not are Non-Producing Hard Minerals Reserves; provided, however, that upon production and sale of the first ton of coal from such Option Reserves, the Adena Entities will promptly provide written notice to cause a Teekay Entity the General Partner that Mining Operations have begun with respect to acquire such Option Reserves and the Adena Entities shall be required to comply with the provisions of Section 2.1(a) and Section 2.3, subject in each case to the rights of first refusal, if applicable, set forth in Section 3.3 of the Purchase Option Agreement and Section 2.3 of the Wildcat Agreement, as applicable. C▇▇▇▇ shall provide an Option Offer to Trout or Trout II, as applicable, as promptly as practicable after the acquisition, directly or indirectly, by the Adena Entities of any Option Reserves. Upon assignment of the Option (as defined in the Wildcat Agreement) to Trout Coal Holdings III or seek any other entity in accordance with the Wildcat Agreement, applicable references herein to acquire)“Trout” shall thereafter be references to Trout Coal Holdings III or such other entity.
Appears in 2 contracts
Sources: Restricted Business Contribution Agreement (Natural Resource Partners Lp), Contribution Agreement (Natural Resource Partners Lp)
Permitted Exceptions. Notwithstanding any provision of Section 4.1 2.1 to the contrary, the LNG Partnership Group Members and the Offshore Partnership Group Members Capital Maritime Entities may engage in the following activities under any of the following circumstances:
(a) the LNG Partnership Group Members may engage in the ownershipacquiring, operation and/or owning, chartering of any of the Suezmax Assets, including any Replacement Suezmax Assetsor operating Tankers that are not subject to a Qualifying Contract;
(b) the Offshore Partnership Group Members may engage in the ownership, operation and/or chartering of any of the Aframax Assets, including any Replacement Aframax Assets;
(ci) the ownership, operation and/or chartering of any Crude Oil Assets acquiring one or more Tankers that it acquires are subject to Qualifying Contracts after the date of this Agreement if:
(i) such Crude Oil Assets are acquired as part of a business or package of assets in a transaction in which if the fair market value of such Crude Oil Assets represents less than a majority of Capital Maritime Entity offers to sell to the fair market value of the total assets or business acquired (fair market value as determined in good faith by the Conflicts Committee of the board of directors of Teekay LNG General Partner or Teekay Offshore General Partner, as applicable); and
(ii) the LNG Partnership Group Member or Offshore Partnership Group MemberMembers each such Tanker Asset for the acquisition price at the time it is acquired plus any applicable Break-up Costs, as applicable, has offered Teekay the opportunity for Teekay or any other Teekay Entity to purchase such Crude Oil Assets in accordance with the procedures set forth in Section 5.1 4.1; or (ii) putting a Tanker that the Capital Maritime Entity owns or operates under a Qualifying Contract if the Capital Maritime Entity offers to sell to the Partnership Group Members each such Tanker for its fair market value at the time it is made subject to a Qualifying Contract and, in each case, at each renewal or extension of that Qualifying Contract, in accordance with the procedures set forth in Section 4.1;
(c) acquiring one or more Tankers that are subject to Qualifying Contracts as part of the acquisition of a controlling interest in a business or package of assets and Teekay has elected owning and operating or chartering those Tanker Assets provided, however, that:
(i) if less than a majority of the value of the total assets or business acquired is attributable to those Tanker Assets, as determined in good faith by the board of directors of Capital Maritime, the Capital Maritime Entity must offer to sell to the Partnership Group Members such Tanker Assets for fair market value plus any applicable Break-up Costs in accordance with the procedures set forth in Section 4.1.
(ii) if a majority or more of the value of the total assets or business acquired is attributable to those Tanker Assets, as determined in good faith by the board of directors of Capital Maritime, Capital Maritime shall notify the MLP in writing of the proposed acquisition. The MLP shall, not later than the tenth calendar day following receipt of such notice, notify Capital Maritime if any of the Partnership Group Members wish to purchase acquire the Tanker Assets forming part of the business or package of assets in cooperation and simultaneously with Capital Maritime acquiring the other assets forming part of that business or package of assets. If the MLP does not notify Capital Maritime of its intent to cause another Teekay Entity to purchase such Crude Oil Assets;pursue the acquisition within ten (10) calendar days, Capital Maritime may proceed with the acquisition as provided in subsection (i) above.
(d) the ownershipacquiring a non-controlling interest in any company, operation and/or chartering business or pool of Crude Oil Assets assets;
(e) acquiring, owning or operating Tankers subject to a Qualifying Contract that are subject to an offer to purchase by an LNG Partnership Group Member or an Offshore Partnership Group Member a Capital Maritime Entity as described in Section 4.2(c2.2(b) or (c), in each case, pending Teekay's the applicable offer of such Tanker Asset to the Partnership Group Members and the Partnership Group Members’ determination pursuant to Section 4.1 of whether to purchase the Crude Oil Tanker Assets and, if Teekay determines to cause a Teekay Entity the Partnership Group Members determine to purchase such Crude Oil AssetsTanker Asset, pending the closing of such purchase;
(ef) the acquisition of up acquiring, owning or operating Tankers subject to a 9.9% equity ownershipQualifying Contract that are subject to an offer to purchase by a Capital Maritime Entity as described in Section 2.2(b) or (c), voting in each case, if the Board has elected to cause any Partnership Group Member to acquire or profit participation interest in operate such Tanker Assets;
(g) providing ship management services relating to any publicly traded Person that engages in a Crude Oil Restricted Businessvessel whatsoever, including to Tanker Assets, owned by any Capital Maritime Entity; or
(fh) acquiring, operating or chartering Tankers that are subject to Qualifying Contracts if the ownership, operation and/or chartering by an LNG Partnership Group Member or an Offshore Partnership Group Member of any Crude Oil Assets with respect to which Teekay Board has previously advised Teekay LNG General Partner Capital Maritime that it consents to such acquisition, operation or Teekay Offshore General Partner, as applicable, that Teekay has elected not to cause a Teekay Entity to acquire (or seek to acquire)charter.
Appears in 2 contracts
Sources: Omnibus Agreement, Omnibus Agreement (Capital Product Partners L.P.)
Permitted Exceptions. Notwithstanding any provision of Section 4.1 3.1 to the contrary, the LNG Partnership Group Members Teekay Entities and the Offshore LNG Partnership Group Members may engage in the following activities under any of the following circumstances:
(a) the LNG Partnership Group Members may engage in the ownership, operation and/or chartering of any of the Suezmax Assets, including any Replacement Suezmax AssetsOffshore Assets that are not subject to a Qualifying Contract;
(b) the Offshore Partnership Group Members may engage in the ownership, operation and/or chartering of any of the Aframax Assets, including any Replacement Aframax Assets;
(c) the ownership, operation and/or chartering of any Crude Oil Offshore Assets that it acquires they acquire after the date of this Agreement if:
(i) such Crude Oil Offshore Assets are acquired as part of a business or package of assets in a transaction in which the fair market value of such Crude Oil Offshore Assets represents less than a majority of the fair market value of the total assets or business acquired (fair market value as determined in good faith by the Conflicts Committee of the board of directors of Teekay or Teekay LNG General Partner or Teekay Offshore General Partner's Conflicts Committee, as applicable); and
(ii) the Teekay Entity or the LNG Partnership Group Member or has offered Teekay Offshore General Partner the opportunity for any of the Teekay Offshore Partnership Group Member, as applicable, has offered Teekay the opportunity for Teekay or any other Teekay Entity Members to purchase such Crude Oil Offshore Assets in accordance with the procedures set forth in Section 5.1 and Teekay Offshore General Partner, with the approval of Teekay Offshore General Partner's Conflicts Committee, has elected not to purchase and not to cause another any Teekay Entity Offshore Partnership Group Member to purchase such Crude Oil Offshore Assets;
(dc) the ownership, operation and/or chartering of Crude Oil Offshore Assets that (i) are subject to an offer to purchase by a Teekay Entity or an LNG Partnership Group Member or an Offshore Partnership Group Member as described in Section 4.2(c3.2(b)(ii), or (ii) subject to Section 5.1, relate to a tender, bid or award for a proposed offshore project that a Teekay Entity has submitted or received (or hereafter submits or receives), including Qualifying Petrojarl Joint Venture Offshore Projects and the Existing Offshore Project Assets (such Offshore Assets in clause (ii) being referred to herein as "Bid Offshore Assets"), in each case pending Teekaythe applicable offer of such Offshore Assets to Teekay Offshore General Partner and Teekay Offshore General Partner's determination pursuant to Section 5.1 whether to purchase the Crude Oil Offshore Assets and, if Teekay Offshore General Partner's Conflicts Committee determines to cause a Teekay Entity Offshore Partnership Group Member to purchase such Crude Oil Offshore Assets, pending the closing of such purchase;
(d) the provision by Teekay Entities of ship management services relating to an Offshore Restricted Business;
(e) the acquisition of up to a 9.9% equity ownership, voting or profit participation interest in any publicly traded Person that engages in a Crude Oil an Offshore Restricted Business; or;
(f) the ownership, operation and/or chartering by an LNG Partnership Group Member or an Offshore Partnership Group Member of any Crude Oil Offshore Assets with respect to which Teekay Offshore General Partner has previously advised Teekay LNG General Partner or Teekay Offshore LNG General Partner, as applicable, that Teekay Offshore General Partner has elected elected, with the approval of Teekay Offshore General Partner's Conflicts Committee, not to cause a Teekay Entity Offshore Partnership Group Member to acquire (or seek to acquire);
(g) the ownership by Teekay Entities of (i) a limited partnership interest in Teekay Offshore OLP, (ii) interests in Teekay Offshore MLP and (iii), subject to Section 3.2(h), interests in Petrojarl;
(i) prior to Teekay Entities owning 100% of Petrojarl, the ownership, operation and/or chartering by Petrojarl or its controlled affiliates of (A) the Offshore Assets owned, operated and/or chartered by Petrojarl or its controlled affiliates as of the Offshore Closing Date ("Petrojarl Excluded Assets") or (B) interests in Qualifying Petrojarl Joint Venture Offshore Projects and (ii) subject to Section 5.1, following the acquisition by the Teekay Entities of 100% of Petrojarl, the ownership, operation and/or chartering by Petrojarl or its controlled affiliates of Offshore Assets then subject to Qualifying Contracts (including interests in Qualifying Petrojarl Joint Venture Offshore Projects) pending the applicable offer of such Offshore Assets to Teekay Offshore General Partner and Teekay Offshore General Partner's determination pursuant to Section 5.1 whether to purchase such Offshore Assets and, if Teekay Offshore General Partner's Conflicts Committee determines to cause an Offshore Partnership Group Member to purchase such Offshore Assets, pending the closing of such purchase.
Appears in 2 contracts
Sources: Omnibus Agreement (Teekay Shipping Corp), Omnibus Agreement (Teekay LNG Partners L.P.)
Permitted Exceptions. Notwithstanding any provision of Section 4.1 2.1 to the contrary, the LNG Partnership Group Members Teekay Entities and the Offshore Partnership Group Members may engage in the following activities under any of the following circumstances:
(a) the LNG Partnership Group Members may engage in the ownership, operation and/or chartering of any of the Suezmax Assets, including any Replacement Suezmax Assets;
(b) the Offshore Partnership Group Members may engage in the ownership, operation and/or chartering of any of the Aframax Assets, including any Replacement Aframax Assets;
(c) the ownership, operation and/or chartering of any Crude Oil LNG Assets that it acquires they acquire after the date of this Agreement if:
(i) such Crude Oil LNG Assets are acquired as part of a business or package of assets in a transaction in which the fair market value of such Crude Oil LNG Assets represents less than a majority of the fair market value of the total assets or business acquired (fair market value as determined in good faith by the Conflicts Committee of the board of directors of Teekay LNG General Partner or Teekay Offshore General Partner's Conflicts Committee, as applicable); and
(ii) the Teekay Entity or the Offshore Partnership Group Member has offered Teekay LNG General Partner the opportunity for any of the Teekay LNG Partnership Group Member or Offshore Partnership Group Member, as applicable, has offered Teekay the opportunity for Teekay or any other Teekay Entity Members to purchase such Crude Oil LNG Assets in accordance with the procedures set forth in Section 5.1 and Teekay LNG General Partner, with the approval of Teekay LNG General Partner's Conflicts Committee, has elected not to purchase and not to cause another any Teekay Entity LNG Partnership Group Member to purchase such Crude Oil LNG Assets;
(db) the ownership, operation and/or chartering of Crude Oil LNG Assets that (i) are subject to an offer to purchase by an LNG Partnership Group Member a Teekay Entity or an Offshore Partnership Group Member as described in Section 4.2(c2.2(a)(ii) or (ii) subject to Section 5.1, relate to a tender, bid or award for a proposed LNG project that a Teekay Entity has submitted or received (or hereafter submits or receives) (such LNG Assets in clause (ii) being referred to herein as "Bid LNG Assets"), in each case pending Teekaythe applicable offer of such LNG Assets to Teekay LNG General Partner and Teekay LNG General Partner's determination pursuant to Section 5.1 whether to purchase the Crude Oil LNG Assets and, if Teekay LNG General Partner's Conflicts Committee determines to cause a Teekay Entity LNG Partnership Group Member to purchase such Crude Oil LNG Assets, pending the closing of such purchase;
(ec) the provision by Teekay Entities of ship management services relating to an LNG Restricted Business;
(d) the acquisition of up to a 9.9% equity ownership, voting or profit participation interest in any publicly traded Person (other than Teekay LNG MLP) that engages in a Crude Oil an LNG Restricted Business;
(e) the ownership, operation and/or chartering of any LNG Assets with respect to which Teekay LNG General Partner has advised Teekay or Teekay Offshore General Partner, as applicable, that Teekay LNG General Partner has elected, with the approval of Teekay LNG General Partner's Conflicts Committee, not to cause a Teekay LNG Partnership Group Member to acquire (or seek to acquire); or
(f) the ownership, operation and/or chartering by an Teekay Entities of the LNG Assets subject to the Nakilat Share Purchase Agreement dated as of May 10, 2005, between Teekay and Teekay LNG MLP if the Teekay LNG MLP fails to perform its obligations to purchase (or to cause other Teekay LNG Partnership Group Member or an Offshore Partnership Group Member of any Crude Oil Members to purchase) such LNG Assets with respect to which Teekay has previously advised Teekay LNG General Partner or Teekay Offshore General Partner, as applicable, that Teekay has elected not to cause a Teekay Entity to acquire (or seek to acquire)under such agreement.
Appears in 2 contracts
Sources: Omnibus Agreement (Teekay Shipping Corp), Omnibus Agreement (Teekay LNG Partners L.P.)
Permitted Exceptions. Notwithstanding any provision of Section 4.1 2.1 to the contrary, the LNG Partnership Group Members and the Offshore Partnership Group Members Teekay Entities may engage in the following activities under any of the following circumstances:
(a) the LNG Partnership Group Members may engage in the ownership, ownership and/or operation and/or chartering of any of the Suezmax Assets, including any Replacement Suezmax Assets;
(b) the Offshore Partnership Group Members may engage in the ownership, operation and/or chartering of any of the Aframax Assets, including any Replacement Aframax Assets;
(c) the ownership, operation and/or chartering of any Crude Oil LNG Assets that it acquires they acquire after the date of this Agreement if:
(i) such Crude Oil LNG Assets are acquired as part of a business or package of assets in a transaction in which the fair market value of such Crude Oil LNG Assets represents less than a majority of the fair market value of the total assets or business acquired (fair market value as determined in good faith by the Conflicts Committee of the board of directors of Teekay Teekay) of the total assets or business acquired; and TEEKAY LNG General Partner or Teekay Offshore General PartnerPARTNERS, as applicable); andL.P. OMNIBUS AGREEMENT
(ii) the LNG Partnership Group Member or Offshore Partnership Group Member, as applicable, Teekay Entity has offered Teekay the General Partner the opportunity for Teekay or any other Teekay Entity of the Partnership Group Members to purchase such Crude Oil LNG Assets in accordance with the procedures set forth in Section 5.1 4.1 and Teekay the General Partner, with the approval of the Conflicts Committee, has elected not to purchase and not to cause another Teekay Entity any Partnership Group Member to purchase such Crude Oil LNG Subject Assets;
(db) the ownership, ownership and/or operation and/or chartering of Crude Oil LNG Assets that (i) are subject to an offer by an LNG Partnership Group Member or an Offshore Partnership Group Member a Teekay Entity as described in Section 4.2(c2.2(a) or (ii) subject to Section 4.1, relate to a tender, bid or award for a proposed LNG project that a Teekay Entity has submitted or received prior to the Closing Date (such LNG Assets in clause (ii) being referred to herein as "Existing Bid LNG Assets"), in each case pending Teekaythe applicable offer of such LNG Assets to the General Partner and the General Partner's determination pursuant to Section 4.1 whether to purchase the Crude Oil LNG Assets and, if Teekay the General Partner's Conflicts Committee determines to cause a Teekay Entity Partnership Group Member to purchase such Crude Oil LNG Assets, pending the closing of such purchase;
(ec) the provision by Teekay Entities of ship management services relating to an LNG Restricted Business;
(d) the acquisition of up to a 9.9% equity ownership, voting or profit participation interest in any publicly traded Person that engages in a Crude Oil an LNG Restricted Business;
(e) the ownership and/or operation by a Teekay Entity of any LNG Assets with respect to which the General Partner has advised Teekay that the General Partner has elected, with the approval of the Conflicts Committee, not to cause a Partnership Group Member to acquire (or seek to acquire) ; or
(f) the ownershipownership and/or operation by Teekay Entities of the three LNG carriers subject to the Stock Purchase Agreement dated as of ___________, operation and/or chartering by an LNG 2005, between Teekay and the MLP if the MLP fails to perform its obligations to purchase (or to cause other Partnership Group Member or an Offshore Partnership Group Member of any Crude Oil Assets with respect Members to which Teekay has previously advised Teekay purchase) such LNG General Partner or Teekay Offshore General Partner, as applicable, that Teekay has elected not to cause a Teekay Entity to acquire (or seek to acquire)carriers under such agreement.
Appears in 1 contract
Permitted Exceptions. Notwithstanding any provision of Section 4.1 to the contrary, the LNG Partnership Group Members and the Offshore Partnership Group Members may engage in the following activities under any of the following circumstances:
(a) the LNG Partnership Group Members may engage in the ownership, operation and/or chartering of any of the Suezmax Assets, including any Replacement Suezmax Assets;
(b) the Offshore Partnership Group Members may engage in the ownership, operation and/or chartering of any of the Aframax Assets, including any Replacement Aframax Assets;
(c) the ownership, operation and/or chartering of any Crude Oil Assets that it acquires after the date of this Agreement if:
(i) such Crude Oil Assets are acquired as part of a business or package of assets in a transaction in which the fair market value of such Crude Oil Assets represents less than a majority of the fair market value of the total assets or business acquired (fair market value as determined in good faith by the Conflicts Committee of the board of directors of Teekay LNG General Partner or Teekay Offshore General Partner, as applicable); and
(ii) the LNG Partnership Group Member or Offshore Partnership Group Member, as applicable, has offered Teekay the opportunity for Teekay or any other Teekay Entity to purchase such Crude Oil Assets in accordance with the procedures set forth in Section 5.1 and Teekay has elected not to purchase and not to cause another Teekay Entity to purchase such Crude Oil Assets;
(d) the ownership, operation and/or chartering of Crude Oil Assets that are subject to an offer by an LNG Partnership Group Member or an Offshore Partnership Group Member as described in Section 4.2(c) pending Teekay's determination whether to purchase the Crude Oil Assets and, if Teekay determines to cause a Teekay Entity to purchase such Crude Oil Assets, pending the closing of such purchase;
(e) the acquisition of up to a 9.9% equity ownership, voting or profit participation interest in any publicly traded Person that engages in a Crude Oil Restricted Business; oror AMENDED AND RESTATED OMNIBUS AGREEMENT
(f) the ownership, operation and/or chartering by an LNG Partnership Group Member or an Offshore Partnership Group Member of any Crude Oil Assets with respect to which Teekay has previously advised Teekay LNG General Partner or Teekay Offshore General Partner, as applicable, that Teekay has elected not to cause a Teekay Entity to acquire (or seek to acquire).
Appears in 1 contract
Permitted Exceptions. Notwithstanding any provision of Section 4.1 to the contrary, the LNG Partnership Group Members and the Offshore Partnership Group Members may engage in the following activities under any of the following circumstances:
: (a) the LNG Partnership Group Members may engage in the ownership, operation and/or chartering of any of the Suezmax Assets, including any Replacement Suezmax Assets;
; (b) the Offshore Partnership Group Members may engage in the ownership, operation and/or chartering of any of the Aframax Assets, including any Replacement Aframax Assets;
; (c) the ownership, operation and/or chartering of any Crude Oil Assets that it acquires after the date of this Agreement if:
: (i) such Crude Oil Assets are acquired as part of a business or package of assets in a transaction in which the fair market value of such Crude Oil Assets represents less than a majority of the fair market value of the total assets or business acquired (fair market value as determined in good faith by the Conflicts Committee of the board of directors of Teekay LNG General Partner or Teekay Offshore General Partner, as applicable); and
and (ii) the LNG Partnership Group Member or Offshore Partnership Group Member, as applicable, has offered Teekay the opportunity for Teekay or any other Teekay Entity to purchase such Crude Oil Assets in accordance with the procedures set forth in Section 5.1 and Teekay has elected not to purchase and not to cause another Teekay Entity to purchase such Crude Oil Assets;
; (d) the ownership, operation and/or chartering of Crude Oil Assets that are subject to an offer by an LNG Partnership Group Member or an Offshore Partnership Group Member as described in Section 4.2(c) pending Teekay's determination whether to purchase the Crude Oil Assets and, if Teekay determines to cause a Teekay Entity to purchase such Crude Oil Assets, pending the closing of such purchase;
; (e) the acquisition of up to a 9.9% equity ownership, voting or profit participation interest in any publicly traded Person that engages in a Crude Oil Restricted Business; or
or (f) the ownership, operation and/or chartering by an LNG Partnership Group Member or an Offshore Partnership Group Member of any Crude Oil Assets with respect to which Teekay has previously advised Teekay LNG General Partner or Teekay Offshore General Partner, as applicable, that Teekay has elected not to cause a Teekay Entity to acquire (or seek to acquire).. ARTICLE V
Appears in 1 contract
Sources: Omnibus Agreement
Permitted Exceptions. Notwithstanding any provision of Section 4.1 2.1 to the contrary, the LNG Partnership Group Members Teekay Entities and the Offshore Partnership Group Members may engage in the following activities under any of the following circumstances:
: (a) the LNG Partnership Group Members may engage in the ownership, operation and/or chartering of any of the Suezmax Assets, including any Replacement Suezmax Assets;
(b) the Offshore Partnership Group Members may engage in the ownership, operation and/or chartering of any of the Aframax Assets, including any Replacement Aframax Assets;
(c) the ownership, operation and/or chartering of any Crude Oil LNG Assets that it acquires they acquire after the date of this Agreement if:
: (i) such Crude Oil LNG Assets are acquired as part of a business or package of assets in a transaction in which the fair market value of such Crude Oil LNG Assets represents less than a majority of the fair market value of the total assets or business acquired (fair market value as determined in good faith by the Conflicts Committee of the board of directors of Teekay LNG General Partner or Teekay Offshore General Partner's Conflicts Committee, as applicable); and
and (ii) the Teekay Entity or the Offshore Partnership Group Member has offered Teekay LNG General Partner the opportunity for any of the Teekay LNG Partnership Group Member or Offshore Partnership Group Member, as applicable, has offered Teekay the opportunity for Teekay or any other Teekay Entity Members to purchase such Crude Oil LNG Assets in accordance with the procedures set forth in Section 5.1 and Teekay LNG General Partner, with the approval of Teekay LNG General Partner's Conflicts Committee, has elected not to purchase and not to cause another any Teekay Entity LNG Partnership Group Member to purchase such Crude Oil LNG Assets;
; (db) the ownership, operation and/or chartering of Crude Oil LNG Assets that (i) are subject to an offer to purchase by an LNG Partnership Group Member a Teekay Entity or an Offshore Partnership Group Member as described in Section 4.2(c2.2(a)(ii) or (ii) subject to Section 5.1, relate to a tender, bid or award for a proposed LNG project that a Teekay Entity has submitted or received (or hereafter submits or receives) (such LNG Assets in clause (ii) being referred to herein as "Bid LNG Assets"), in each case pending Teekaythe applicable offer of such LNG Assets to Teekay LNG General Partner and Teekay LNG General Partner's determination pursuant to Section 5.1 whether to purchase the Crude Oil LNG Assets and, if Teekay LNG General Partner's Conflicts Committee determines to cause a Teekay Entity LNG Partnership Group Member to purchase such Crude Oil LNG Assets, pending the closing of such purchase;
; (ec) the provision by Teekay Entities of ship management services relating to an LNG Restricted Business; (d) the acquisition of up to a 9.9% equity ownership, voting or profit participation interest in any publicly traded Person (other than Teekay LNG MLP) that engages in a Crude Oil an LNG Restricted Business; or
(fe) the ownership, operation and/or chartering by an LNG Partnership Group Member or an Offshore Partnership Group Member of any Crude Oil LNG Assets with respect to which Teekay has previously advised Teekay LNG General Partner has advised Teekay or Teekay Offshore General Partner, as applicable, that Teekay LNG General Partner has elected elected, with the approval of Teekay LNG General Partner's Conflicts Committee, not to cause a Teekay Entity LNG Partnership Group Member to acquire (or seek to acquire).; or (f) the ownership, operation and/or chartering by Teekay Entities of the LNG Assets subject to the Nakilat Share Purchase Agreement dated as of May 10, 2005, between Teekay and Teekay LNG MLP if the Teekay LNG MLP fails to perform its obligations to purchase (or to cause other Teekay LNG Partnership Group Members to purchase) such LNG Assets under such agreement. ARTICLE III OFFSHORE RESTRICTED BUSINESS OPPORTUNITIES 3.1
Appears in 1 contract
Sources: Omnibus Agreement
Permitted Exceptions. Notwithstanding any provision of Section 4.1 2.1 to the contrary, the LNG Partnership Group Members Teekay Entities and the Offshore Partnership Group Members may engage in the following activities under any of the following circumstances:
(a) the LNG Partnership Group Members may engage in the ownership, operation and/or chartering of any of the Suezmax Assets, including any Replacement Suezmax Assets;
(b) the Offshore Partnership Group Members may engage in the ownership, operation and/or chartering of any of the Aframax Assets, including any Replacement Aframax Assets;
(c) the ownership, operation and/or chartering of any Crude Oil LNG Assets that it acquires they acquire after the date of this Agreement if:
(i) such Crude Oil LNG Assets are acquired as part of a business or package of assets in a transaction in which the fair market value of such Crude Oil LNG Assets represents less than a majority of the fair market value of the total assets or business acquired (fair market value as determined in good faith by the Conflicts Committee of the board of directors of Teekay LNG General Partner or Teekay Offshore General Partner's Conflicts Committee, as applicable); and
(ii) the Teekay Entity or the Offshore Partnership Group Member has offered Teekay LNG General Partner the opportunity for any of the Teekay LNG Partnership Group Member or Offshore Partnership Group Member, as applicable, has offered Teekay the opportunity for Teekay or any other Teekay Entity Members to purchase such Crude Oil LNG Assets in accordance with the procedures set forth in Section 5.1 and Teekay LNG General Partner, with the approval of Teekay LNG General Partner's Conflicts Committee, has elected not to purchase and not to cause another any Teekay Entity LNG Partnership Group Member to purchase such Crude Oil LNG Assets;
(db) the ownership, operation and/or chartering of Crude Oil LNG Assets that (i) are subject to an offer to purchase by an LNG Partnership Group Member a Teekay Entity or an Offshore Partnership Group Member as described in Section 4.2(c2.2(a)(ii) or (ii) subject to Section 5.1, relate to a tender, bid or award for a proposed LNG project that a Teekay Entity has submitted or received (or hereafter submits or receives) (such LNG Assets in clause (ii) being referred to herein as "Bid LNG Assets"), in each case pending Teekaythe applicable offer of such LNG Assets to Teekay LNG General Partner and Teekay LNG General Partner's determination pursuant to Section 5.1 whether to purchase the Crude Oil LNG Assets and, if Teekay LNG General Partner's Conflicts Committee determines to cause a Teekay Entity LNG Partnership Group Member to purchase such Crude Oil LNG Assets, pending the closing of such purchase;
(ec) the provision by Teekay Entities of ship management services relating to an LNG Restricted Business;
(d) the acquisition of up to a 9.9% equity ownership, voting or profit participation interest in any publicly traded Person (other than Teekay LNG MLP) that engages in a Crude Oil an LNG Restricted Business;
(e) the ownership, operation and/or chartering of any LNG Assets with respect to which Teekay LNG General Partner has advised Teekay or Teekay Offshore General Partner, as applicable, that Teekay LNG General Partner has elected, with the approval of Teekay LNG AMENDED AND RESTATED OMNIBUS AGREEMENT General Partner's Conflicts Committee, not to cause a Teekay LNG Partnership Group Member to acquire (or seek to acquire); or
(f) the ownership, operation and/or chartering by an Teekay Entities of the LNG Assets subject to the Nakilat Share Purchase Agreement dated as of May 10, 2005, between Teekay and Teekay LNG MLP if the Teekay LNG MLP fails to perform its obligations to purchase (or to cause other Teekay LNG Partnership Group Member or an Offshore Partnership Group Member of any Crude Oil Members to purchase) such LNG Assets with respect to which Teekay has previously advised Teekay LNG General Partner or Teekay Offshore General Partner, as applicable, that Teekay has elected not to cause a Teekay Entity to acquire (or seek to acquire)under such agreement.
Appears in 1 contract
Permitted Exceptions. Notwithstanding any provision of Section 4.1 3.1 to the contrary, the LNG Partnership Group Members Teekay Entities and the Offshore LNG Partnership Group Members may engage in the following activities under any of the following circumstances:
: (a) the LNG Partnership Group Members may engage in the ownership, operation and/or chartering of any of the Suezmax Assets, including any Replacement Suezmax Assets;
Offshore Assets that are not subject to a Qualifying Contract; (b) the Offshore Partnership Group Members may engage in the ownership, operation and/or chartering of any of the Aframax Assets, including any Replacement Aframax Assets;
(c) the ownership, operation and/or chartering of any Crude Oil Offshore Assets that it acquires they acquire after the date of this Agreement if:
: (i) such Crude Oil Offshore Assets are acquired as part of a business or package of assets in a transaction in which the fair market value of such Crude Oil Offshore Assets represents less than a majority of the fair market value of the total assets or business acquired (fair market value as determined in good faith by the Conflicts Committee of the board of directors of Teekay or Teekay LNG General Partner or Teekay Offshore General Partner's Conflicts Committee, as applicable); and
and (ii) the Teekay Entity or the LNG Partnership Group Member or has offered Teekay Offshore General Partner the opportunity for any of the Teekay Offshore Partnership Group Member, as applicable, has offered Teekay the opportunity for Teekay or any other Teekay Entity Members to purchase such Crude Oil Offshore Assets in accordance with the procedures set forth in Section 5.1 and Teekay Offshore General Partner, with the approval of Teekay Offshore General Partner's Conflicts Committee, has elected not to purchase and not to cause another any Teekay Entity Offshore Partnership Group Member to purchase such Crude Oil Offshore Assets;
; (dc) the ownership, operation and/or chartering of Crude Oil Offshore Assets that (i) are subject to an offer to purchase by a Teekay Entity or an LNG Partnership Group Member or an Offshore Partnership Group Member as described in Section 4.2(c3.2(b)(ii), or (ii) subject to Section 5.1, relate to a tender, bid or award for a proposed offshore project that a Teekay Entity has submitted or received (or hereafter submits or receives), including Qualifying Petrojarl Joint Venture Offshore Projects and the Existing Offshore Project Assets (such Offshore Assets in clause (ii) being referred to herein as "Bid Offshore Assets"), in each case pending Teekaythe applicable offer of such Offshore Assets to Teekay Offshore General Partner and Teekay Offshore General Partner's determination pursuant to Section 5.1 whether to purchase the Crude Oil Offshore Assets and, if Teekay Offshore General Partner's Conflicts Committee determines to cause a Teekay Entity Offshore Partnership Group Member to purchase such Crude Oil Offshore Assets, pending the closing of such purchase;
; (d) the provision by Teekay Entities of ship management services relating to an Offshore Restricted Business; (e) the acquisition of up to a 9.9% equity ownership, voting or profit participation interest in any publicly traded Person that engages in a Crude Oil an Offshore Restricted Business; or
(f) the ownership, operation and/or chartering by an LNG Partnership Group Member or an Offshore Partnership Group Member of any Crude Oil Offshore Assets with respect to which Teekay Offshore General Partner has previously advised Teekay LNG General Partner or Teekay Offshore LNG General Partner, as applicable, that Teekay Offshore General Partner has elected elected, with the approval of Teekay Offshore General Partner's Conflicts Committee, not to cause a Teekay Entity Offshore Partnership Group Member to acquire (or seek to acquire).; (g) the ownership by Teekay Entities of (i) a limited partnership interest in Teekay Offshore OLP, (ii) interests in Teekay Offshore MLP and (iii), subject to Section 3.2(h), interests in Petrojarl; (h)
(i) prior to Teekay Entities owning 100% of Petrojarl, the ownership, operation and/or chartering by Petrojarl or its controlled affiliates of (A) the Offshore Assets owned, operated and/or chartered by Petrojarl or its controlled affiliates as of the Offshore Closing Date ("Petrojarl Excluded Assets") or (B) interests in Qualifying Petrojarl Joint Venture Offshore Projects and (ii) subject to Section 5.1, following the acquisition by the Teekay Entities of 100% of Petrojarl, the ownership, operation and/or chartering by Petrojarl or its controlled affiliates of Offshore Assets then subject to Qualifying Contracts (including interests in Qualifying Petrojarl Joint Venture Offshore Projects) pending the applicable offer of such Offshore Assets to Teekay Offshore General Partner and Teekay Offshore General Partner's determination pursuant to Section 5.1 whether to purchase such Offshore Assets and, if Teekay Offshore General Partner's Conflicts Committee determines to cause an Offshore Partnership Group Member to purchase such Offshore Assets, pending the closing of such purchase. ARTICLE IV
Appears in 1 contract
Sources: Omnibus Agreement
Permitted Exceptions. Notwithstanding any provision of Section 4.1 3.1 to the contrary, the LNG Partnership Group Members Teekay Entities and the Offshore LNG Partnership Group Members may engage in the following activities under any of the following circumstances:
(a) the LNG Partnership Group Members may engage in the ownership, operation and/or chartering of any of the Suezmax Assets, including any Replacement Suezmax AssetsOffshore Assets that are not subject to a Qualifying Contract;
(b) the Offshore Partnership Group Members may engage in the ownership, operation and/or chartering of any of the Aframax Assets, including any Replacement Aframax Assets;
(c) the ownership, operation and/or chartering of any Crude Oil Offshore Assets that it acquires they acquire after the date of this Agreement if:
(i) such Crude Oil Offshore Assets are acquired as part of a business or package of assets in a transaction in which the fair market value of such Crude Oil Offshore Assets represents less than a majority of the fair market value of the total assets or business acquired (fair market value as determined in good faith by the Conflicts Committee of the board of directors of Teekay or Teekay LNG General Partner or Teekay Offshore General Partner's Conflicts Committee, as applicable); and
(ii) the Teekay Entity or the LNG Partnership Group Member or has offered Teekay Offshore General Partner the opportunity for any of the Teekay Offshore Partnership Group Member, as applicable, has offered Teekay the opportunity for Teekay or any other Teekay Entity Members to purchase such Crude Oil Offshore Assets in accordance with the procedures set forth in Section 5.1 and Teekay Offshore General Partner, with the approval of Teekay Offshore General Partner's Conflicts Committee, has elected not to purchase and not to cause another any Teekay Entity Offshore Partnership Group Member to purchase such Crude Oil Offshore Assets;; AMENDED AND RESTATED OMNIBUS AGREEMENT
(dc) the ownership, operation and/or chartering of Crude Oil Offshore Assets that (i) are subject to an offer to purchase by a Teekay Entity or an LNG Partnership Group Member or an Offshore Partnership Group Member as described in Section 4.2(c3.2(b)(ii), or (ii) subject to Section 5.1, relate to a tender, bid or award for a proposed offshore project that a Teekay Entity has submitted or received (or hereafter submits or receives), including Qualifying Petrojarl Joint Venture Offshore Projects and the Existing Offshore Project Assets (such Offshore Assets in clause (ii) being referred to herein as "Bid Offshore Assets"), in each case pending Teekaythe applicable offer of such Offshore Assets to Teekay Offshore General Partner and Teekay Offshore General Partner's determination pursuant to Section 5.1 whether to purchase the Crude Oil Offshore Assets and, if Teekay Offshore General Partner's Conflicts Committee determines to cause a Teekay Entity Offshore Partnership Group Member to purchase such Crude Oil Offshore Assets, pending the closing of such purchase;
(d) the provision by Teekay Entities of ship management services relating to an Offshore Restricted Business;
(e) the acquisition of up to a 9.9% equity ownership, voting or profit participation interest in any publicly traded Person that engages in a Crude Oil an Offshore Restricted Business; or;
(f) the ownership, operation and/or chartering by an LNG Partnership Group Member or an Offshore Partnership Group Member of any Crude Oil Offshore Assets with respect to which Teekay Offshore General Partner has previously advised Teekay LNG General Partner or Teekay Offshore LNG General Partner, as applicable, that Teekay Offshore General Partner has elected elected, with the approval of Teekay Offshore General Partner's Conflicts Committee, not to cause a Teekay Entity Offshore Partnership Group Member to acquire (or seek to acquire).;
(g) the ownership by Teekay Entities of (i) a limited partnership interest in Teekay Offshore OLP, (ii) interests in Teekay Offshore MLP and (iii), subject to Section 3.2(h), interests in Petrojarl;
(i) prior to Teekay Entities owning 100% of Petrojarl, the ownership, operation and/or chartering by Petrojarl or its controlled affiliates of (A) the Offshore Assets owned, operated and/or chartered by Petrojarl or its controlled affiliates as of the Offshore Closing Date ("Petrojarl Excluded Assets") or (B) interests in Qualifying Petrojarl Joint Venture Offshore Projects and (ii) subject to Section 5.1, following the acquisition by the Teekay Entities of 100% of Petrojarl, the ownership, operation and/or chartering by Petrojarl or its controlled affiliates of Offshore Assets then subject to Qualifying Contracts (including interests in Qualifying Petrojarl Joint Venture Offshore Projects) pending the applicable offer of such Offshore Assets to Teekay Offshore General Partner and Teekay Offshore General Partner's determination pursuant to Section 5.1 whether to purchase such Offshore Assets and, if Teekay Offshore General Partner's Conflicts Committee determines to cause an Offshore Partnership Group Member to purchase such Offshore Assets, pending the closing of such purchase. AMENDED AND RESTATED OMNIBUS AGREEMENT
Appears in 1 contract
Permitted Exceptions. Notwithstanding any provision of Section 4.1 2.1 to the contrary, the LNG Partnership Group Members and the Offshore Partnership Group Members Teekay Entities may engage in the following activities under any of the following circumstances:
(a) the LNG Partnership Group Members may engage in the ownership, ownership and/or operation and/or chartering of any of the Suezmax Assets, including any Replacement Suezmax Assets;
(b) the Offshore Partnership Group Members may engage in the ownership, operation and/or chartering of any of the Aframax Assets, including any Replacement Aframax Assets;
(c) the ownership, operation and/or chartering of any Crude Oil LNG Assets that it acquires they acquire after the date of this Agreement if:
(i) such Crude Oil LNG Assets are acquired as part of a business or package of assets in a transaction in which the fair market value of such Crude Oil LNG Assets represents less than a majority of the fair market value of the total assets or business acquired (fair market value as determined in good faith by the Conflicts Committee of the board of directors of Teekay LNG General Partner Teekay) of the total assets or Teekay Offshore General Partner, as applicable)business acquired; and
(ii) the LNG Partnership Group Member or Offshore Partnership Group Member, as applicable, Teekay Entity has offered Teekay the General Partner the opportunity for Teekay or any other Teekay Entity of the Partnership Group Members to purchase such Crude Oil LNG Assets in accordance with the procedures set forth in Section 5.1 4.1 and Teekay the General Partner, with the approval of the Conflicts Committee, has elected not to purchase and not to cause another Teekay Entity any Partnership Group Member to purchase such Crude Oil LNG Subject Assets;
(db) the ownership, ownership and/or operation and/or chartering of Crude Oil LNG Assets that (i) are subject to an offer by an LNG Partnership Group Member or an Offshore Partnership Group Member a Teekay Entity as described in Section 4.2(c2.2(a) or (ii) subject to Section 4.1, relate to a tender, bid or award for a proposed LNG project that a Teekay Entity has submitted or received prior to the Closing Date (such LNG Assets in clause (ii) being referred to herein as "Existing Bid LNG Assets"), in each case pending Teekaythe applicable offer of such LNG Assets to the General Partner and the General Partner's determination pursuant to Section 4.1 whether to purchase the Crude Oil LNG Assets and, if Teekay the General Partner's Conflicts Committee determines to cause a Teekay Entity Partnership Group Member to purchase such Crude Oil LNG Assets, pending the closing of such purchase;
(ec) the provision by Teekay Entities of ship management services relating to an LNG Restricted Business;
(d) the acquisition of up to a 9.9% equity ownership, voting or profit participation interest in any publicly traded Person that engages in a Crude Oil an LNG Restricted Business;
(e) the ownership and/or operation by a Teekay Entity of any LNG Assets with respect to which the General Partner has advised Teekay that the General Partner has elected, with the approval of the Conflicts Committee, not to cause a Partnership Group Member to acquire (or seek to acquire) ; or
(f) the ownershipownership and/or operation by Teekay Entities of the three LNG carriers subject to the Stock Purchase Agreement dated as of ___________, operation and/or chartering by an LNG 2005, between Teekay and the MLP if the MLP fails to perform its obligations to purchase (or to cause other Partnership Group Member or an Offshore Partnership Group Member of any Crude Oil Assets with respect Members to which Teekay has previously advised Teekay purchase) such LNG General Partner or Teekay Offshore General Partner, as applicable, that Teekay has elected not to cause a Teekay Entity to acquire (or seek to acquire)carriers under such agreement.
Appears in 1 contract
Sources: Omnibus Agreement
Permitted Exceptions. Notwithstanding any provision of Section 4.1 3.1 to the contrary, the LNG Partnership Group Members and the Offshore Partnership Group Members may engage in the following activities under any of the following circumstances:
(a) the LNG Partnership Group Members may engage in the ownership, ownership and/or operation and/or chartering of any of the Suezmax Assets, including any Replacement Suezmax Assets;
(b) the Offshore Partnership Group Members may engage in the ownership, ownership and/or operation and/or chartering of any of the Aframax Assets, including any Replacement Aframax Assets;
(c) the ownership, operation and/or chartering of any Crude Oil Assets that it acquires after the date of this Agreement if:
(i) such Crude Oil Assets are acquired as part of a business or package of assets in a transaction in which the fair market value of such Crude Oil Assets represents less than a majority of the fair market value of the total assets or business acquired (fair market value as determined in good faith by the General Partner's Conflicts Committee Committee) of the board of directors of Teekay LNG General Partner total assets or Teekay Offshore General Partner, as applicable)business acquired; and
(ii) the LNG Partnership Group Member or Offshore Partnership Group Member, as applicable, has offered Teekay the opportunity for Teekay or any other Teekay Entity to purchase such Crude Oil Assets in accordance with the procedures set forth in Section 5.1 4.1 and Teekay has elected not to purchase and not to cause another Teekay Entity to purchase such Crude Oil Assets;
(dc) the ownership, ownership and/or operation and/or chartering of Crude Oil Assets that are subject to an offer by an LNG Partnership Group Member or an Offshore a Partnership Group Member as described in Section 4.2(c3.2(b) pending Teekay's determination whether to purchase the Crude Oil Assets and, if Teekay determines to cause a Teekay Entity to purchase such Crude Oil AssetsAssets , pending the closing of such purchase;
(ed) the acquisition of up to a 9.9% equity ownership, voting or profit participation interest in any publicly traded Person that engages in a Crude Oil Restricted Business; or
(fe) the ownership, ownership and/or operation and/or chartering by an LNG Partnership Group Member or an Offshore a Partnership Group Member of any Crude Oil Assets with respect to which Teekay has previously advised Teekay LNG the General Partner or Teekay Offshore General Partner, as applicable, that Teekay has elected not to cause a Teekay Entity to acquire (or seek to acquire).
Appears in 1 contract
Sources: Omnibus Agreement
Permitted Exceptions. Notwithstanding any provision of Section 4.1 2.1 to the contrary, the LNG Partnership Group Members and the Offshore Partnership Group Members Teekay Entities may engage in the following activities under any of the following circumstances:
(a) the LNG Partnership Group Members may engage in the ownership, ownership and/or operation and/or chartering of any of the Suezmax Assets, including any Replacement Suezmax Assets;
(b) the Offshore Partnership Group Members may engage in the ownership, operation and/or chartering of any of the Aframax Assets, including any Replacement Aframax Assets;
(c) the ownership, operation and/or chartering of any Crude Oil LNG Assets that it acquires they acquire after the date of this Agreement if:
(i) such Crude Oil LNG Assets are acquired as part of a business or package of assets in a transaction in which the fair market value of such Crude Oil LNG Assets represents less than a majority of the fair market value of the total assets or business acquired (fair market value as determined in good faith by the Conflicts Committee of the board of directors of Teekay LNG General Partner Teekay) of the total assets or Teekay Offshore General Partner, as applicable)business acquired; and
(ii) the LNG Partnership Group Member or Offshore Partnership Group Member, as applicable, Teekay Entity has offered Teekay the General Partner the opportunity for Teekay or any other Teekay Entity of the Partnership Group Members to purchase such Crude Oil LNG Assets in accordance with the procedures set forth in Section 5.1 4.1 and Teekay the General Partner, with the approval of the Conflicts Committee, has elected not to purchase and not to cause another Teekay Entity any Partnership Group Member to purchase such Crude Oil LNG Assets;
(db) the ownership, operation and/or chartering of Crude Oil LNG Assets that (i) are subject to an offer to purchase by an LNG Partnership Group Member or an Offshore Partnership Group Member a Teekay Entity as described in Section 4.2(c2.2(a)(ii) or (ii) subject to Section 4.1, relate to a tender, bid or award for a proposed LNG project that a Teekay Entity has submitted or received (or hereafter submits or receives) (such LNG Assets in clause (ii) being referred to herein as "Bid LNG Assets"), in each case pending Teekaythe applicable offer of such LNG Assets to the General Partner and the General Partner's determination pursuant to Section 4.1 whether to purchase the Crude Oil LNG Assets and, if Teekay the General Partner's Conflicts Committee determines to cause a Teekay Entity Partnership Group Member to purchase such Crude Oil LNG Assets, pending the closing of such purchase;
(ec) the provision by Teekay Entities of ship management services relating to an LNG Restricted Business;
(d) the acquisition of up to a 9.9% equity ownership, voting or profit participation interest in any publicly traded Person (other than the MLP) that engages in a Crude Oil an LNG Restricted Business; or;
(fe) the ownership, operation and/or chartering by an LNG Partnership Group Member or an Offshore Partnership Group Member of any Crude Oil LNG Assets with respect to which Teekay the General Partner has previously advised Teekay LNG that the General Partner or Teekay Offshore General Partnerhas elected, as applicablewith the approval of the Conflicts Committee, that Teekay has elected not to cause a Teekay Entity Partnership Group Member to acquire (or seek to acquire); or
(f) the ownership and/or operation by Teekay Entities of the LNG Assets subject to the Stock Purchase Agreement dated as of ___________, 2005, between Teekay and the MLP if the MLP fails to perform its obligations to purchase (or to cause other Partnership Group Members to purchase) such LNG Assets under such agreement.
Appears in 1 contract