Governmental Entity means any (a) multinational, federal, national, provincial, territorial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, administrative agency, board, bureau, agency or other statutory body, domestic or foreign, (b) subdivision, agent, commission, board or authority of any of the foregoing, or (c) quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under, or for the account of, any of the foregoing (including the New York Stock Exchange and NASDAQ Stock Market), in each case, that has jurisdiction or authority with respect to the applicable Party.
Holder means either (a) a Member or (b) an Assignee that owns an OpCo Unit.
Laws means any and all applicable (a) laws, constitutions, treaties, statutes, codes, ordinances, principles of common law and equity, rules, regulations and municipal bylaws whether domestic, foreign or international, (b) judicial, arbitral, administrative, ministerial, departmental and regulatory judgments, orders, writs, injunctions, decisions and awards of any Governmental Entity, and (c) policies, practices and guidelines of any Governmental Entity which, although not actually having the force of law, are considered by such Governmental Entity as requiring compliance as if having the force of law, and the term applicable, with respect to such Laws and in the context that refers to one or more Persons, means such Laws that apply to such Person or Persons or its or their business, undertaking, property or securities at the relevant time and that emanate from a Governmental Entity having jurisdiction over the Person or Persons or its or their business, undertaking, property or securities.
Member has the meaning set forth in the OpCo Limited Liability Company Agreement.
Membership Interest has the meaning set forth in the OpCo Limited Liability Company Agreement.
National Securities Exchange means an exchange registered with the Commission under Section 6(a) of the Securities Exchange Act (or any successor to such Section) and any other securities exchange (whether or not registered with the Commission under Section 6(a) of the Securities Exchange Act (or successor to such Section)) that the General Partner shall designate as a National Securities Exchange for purposes of this Agreement.
Notice of Redemption has the meaning set forth in Section 2.1(a)(i).
OpCo Limited Liability Company Agreement means the First Amended and Restated Limited Liability Company Agreement of the Operating Company, dated , 2019, as may be amended from time to time.
OpCo Units has the meaning set forth in the Partnership Agreement.
Operating Company has the meaning set forth in the preamble to this Agreement.
Partnership has the meaning set forth in the preamble to this Agreement.
Partnership Agreement means the First Amended and Restated Agreement of Limited Partnership of Rattler Midstream LP, dated , 2019, as may be amended from time to time.