Existing Partnership Interests definition

Existing Partnership Interests means the Equity Interests in thePartnership. in PubCo.
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Existing Partnership Interests means all general and limited partnership interests in the Partnership Debtors outstanding on the Petition Date.
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Existing Partnership Interests. On the Effective Date, each Existing Partnership Equityholder, including holders of claims against PubCo on account of PubCo’s direct and indirect Existing Partnership Interests, shall receive, as elected by each Existing Partnership Equityholder in its sole discretion (or, in the case of PubCo, as an indirect and direct Existing Partnership Equityholder, at the election of each TRA Claimant), its pro rata share of either (i) a percentage amount of New Common Equity (the “Partnership Equity Consideration”) equal to (x) 4.5% multiplied by (y)(1) the number of Existing Partnership Interests designated by such holders (including PubCo on account of the TRA Claims) to receive Partnership Equity Consideration divided by (2) the total number of outstanding Existing Partnership Interests, which New Common Equity shall be diluted on and after the Effective Date by the MIP, (ii) an amount of cash (the “Partnership Cash Consideration” and, together with the Partnership Equity Consideration, the “Partnership Consideration”) equal to (x) 4.5% of $145,000,000 multiplied by (y)(1) the number of Existing Partnership Interests designated by such holders (including PubCo on account of the TRA Claims) to receive Partnership Cash Consideration divided by (2) the total number of outstanding Existing Partnership Interests or (iii) a combination of Partnership Equity Consideration and Partnership Cash Consideration. The Partnership Cash Consideration shall, in aggregate, not exceed $5,722,000. Notwithstanding the foregoing, JLL Associates G.P. V, L.L.C. shall receive its pro rata share of the Partnership Consideration in the form of Partnership Equity Consideration, which shall be in the form of New Partnership Interests and an equivalent amount of New Class B Common Stock, as described further below.
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Examples of Existing Partnership Interests in a sentence

  • Accordingly, Consenting Members holding over 99% of the Existing Partnership Interests have agreed to vote in favor of the Plan.

  • As of October 31, 2017, approximately 26.3 million Existing Partnership Interests were outstanding.

  • PubCo, as an Existing Partnership Equityholder, has only one material asset, its ownership (either directly or indirectly through the Blocker Entity) of approximately 55% of the total Existing Partnership Interests outstanding.

  • Those negotiations resulted in execution of the RSA by Holders of over 87% in amount of the Term Loan Claims and Holders of over 99% of the Existing Partnership Interests.

  • Even though the Consenting Lenders, as secured lenders to Orchard, an indirect subsidiary of PubCo, are undersecured based on the Valuation Analysis, the Consenting Lenders have agreed under the RSA to receive a significantly reduced recovery under the Plan as compared to the aggregate principal amount of all Term Loan Claims and have agreed to provide for a recovery to Holders of Existing Partnership Interests and Holders of TRA Claims.

  • Under the terms of the Plan, only Holders of Term Loan Claims, Holders of TRA Claims and Holders of Existing Partnership Interests are entitled to vote, and Holders of all other Claims or Equity Interests are Unimpaired or not entitled to any recovery.

  • Because the prepetition Solicitation regarding the issuance of the New Common Equity to Holders of Existing Partnership Interests satisfies the requirements of Rule 506 of Regulation D under the Securities Act and section 18(b)(4)(F) of the Securities Act, the Debtors’ prepetition Solicitation is exempt from the registration requirements of the Securities Act and any otherwise applicable Blue Sky Laws.

  • With respect to the Voting Classes, the Debtors distributed three forms of Ballots: (i) a form of Ballot for Holders of Term Loan Claims; (ii) a form of Ballot for Holders of TRA Claims; and (iii) a form of Ballot for Holders of Existing Partnership Interests.

  • Of such Existing Partnership Interests outstanding, approximately 30% were held by JLL Partners, Inc.

  • The Partnership does not have any publicly listed securities and is managed by PubCo. The Partnership’s authorized capital structure consists of one class of interests: the Existing Partnership Interests.


More Definitions of Existing Partnership Interests

Existing Partnership Interests means the Existing Partnership Interests Pledgor 1, the Existing Partnership Interests Pledgor 2 and the Existing Partnership Interests Pledgor 3.
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Existing Partnership Interests means the Equity Interests in the Partnership.
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Related to Existing Partnership Interests

  • General Partnership Interest means a Partnership Interest held by the General Partner that is a general partnership interest.

  • Limited Partnership Interest means the ownership interest of a Limited Partner in the Partnership at any particular time, including the right of such Limited Partner to any and all benefits to which such Limited Partner may be entitled as provided in this Agreement and in the Act, together with the obligations of such Limited Partner to comply with all the provisions of this Agreement and of such Act.

  • Pledged Partnership Interests means all interests in any general partnership, limited partnership, limited liability partnership or other partnership including, without limitation, all partnership interests listed on Schedule 4.4(A) under the heading “Pledged Partnership Interests” (as such schedule may be amended or supplemented from time to time) and the certificates, if any, representing such partnership interests and any interest of such Grantor on the books and records of such partnership or on the books and records of any securities intermediary pertaining to such interest and all dividends, distributions, cash, warrants, rights, options, instruments, securities and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such partnership interests.

  • Partnership Interests shall have the meaning specified in Section 6.3 [Subsidiaries].

  • Derivative Partnership Interests means any options, rights, warrants, appreciation rights, tracking, profit and phantom interests and other derivative securities relating to, convertible into or exchangeable for Partnership Interests.

  • Membership Interests has the meaning set forth in the recitals.

  • Partnership Interest means an ownership interest in the Partnership held by either a Limited Partner or the General Partner and includes any and all benefits to which the holder of such a Partnership Interest may be entitled as provided in this Agreement, together with all obligations of such Person to comply with the terms and provisions of this Agreement.

  • Pledged Partnership Agreements means all of each Grantor’s rights, powers, and remedies under the partnership agreements of each of the Pledged Companies that are partnerships.

  • Ownership Interests means, with respect to any Person, all of the shares of Capital Stock of such Person and all debt securities of such Person that can be converted or exchanged for Capital Stock of such Person, whether voting or nonvoting, and whether or not such Capital Stock or debt securities are outstanding on any date of determination.

  • Partnership Units or “Units” has the meaning provided in the Partnership Agreement.

  • Deemed Partnership Interest Value means, as of any date with respect to any class of Partnership Interests, the Deemed Value of the Partnership Interests of such class multiplied by the applicable Partner's Percentage Interest of such class.

  • LLC Interests shall have the meaning given to such term in Section 5.1.3.

  • Membership Interest means a Member’s entire interest in the Company including such Member’s right to receive allocations and distributions pursuant to this Agreement and the right to participate in the management of the business and affairs of the Company in accordance with this Agreement, including the right to vote on, consent to, or otherwise participate in any decision or action of or by the Members granted pursuant to this Agreement.

  • Company Interests has the meaning set forth in the Recitals.

  • Contributed Interests has the meaning set forth in the recitals.

  • Partnership Assets means all assets, whether tangible or intangible and whether real, personal or mixed (including, without limitation, all partnership capital and interest in other partnerships), at any time owned by any Pledgor or represented by any Partnership Interest.

  • Preferred Interests means, with respect to any Person, Equity Interests issued by such Person that are entitled to a preference or priority over any other Equity Interests issued by such Person upon any distribution of such Person’s property and assets, whether by dividend or upon liquidation.

  • Subsidiary Interests means, collectively, the issued and outstanding shares of stock of the Subsidiary Debtors as of the Petition Date and any options, warrants or other contractual rights to acquire any shares of stock of the Subsidiary Debtors as of the Petition Date.

  • Class B LP Units means, collectively, the Class B limited partnership units of the Partnership, and “Class B LP Unit” means any one of them.

  • Merging entity means an entity that is a party to a merger and exists immediately before the merger becomes effective.

  • Common Interests of any Person means Capital Interests in such Person that do not rank prior, as to the payment of dividends or as to the distribution of assets upon any voluntary or involuntary liquidation, dissolution or winding up of such Person, to Capital Interests of any other class in such Person.

  • Transferred Interests has the meaning set forth in the Recitals.

  • Limited Partner Interest means a Partnership Interest of a Limited Partner in the Partnership representing a fractional part of the Partnership Interests of all Partners and includes any and all benefits to which the holder of such a Partnership Interest may be entitled, as provided in this Agreement, together with all obligations of such Person to comply with the terms and provisions of this Agreement. A Limited Partner Interest may be expressed as a number of Partnership Units (other than GP Units).

  • Operating Partnership Agreement means the Fifth Amended and Restated Agreement of Limited Partnership of the Operating Partnership, as it may be amended, supplemented or restated from time to time.

  • Borrower Partnership Agreement means the Limited Partnership Agreement of the Borrower dated as of January 17, 2014 as such agreement may be amended, restated, modified or supplemented from time to time with the consent of the Administrative Agent or as permitted under Section 10.10.

  • Limited Partnership Agreement means the Second Amended and Restated Agreement of Limited Partnership of the Partnership dated as of March 9, 2004, as amended from time to time.