Conversion Date means, with respect to any Restricted Common Unit, the date on which a Vesting Event occurs for such Restricted Common Unit or such later date determined pursuant to Section 9.6.
Covered Transaction means any liquidation, dissolution or winding up of the Partnership (whether occurring through one transaction or a series of related transactions, and whether voluntary or involuntary) and any other sale, redemption or Transfer of Units.
Distribution means the transfer of any money or other property to a Partner in respect of its Units or other Equity Interests in the Partnership.
Effective Date has the meaning set forth in the Preamble.
Encumbrance means any mortgage, hypothecation, claim, lien, encumbrance, conditional sales or other title retention agreement, right of first refusal, preemptive right, pledge, option, charge, security interest or other similar interest, easement, judgment or imperfection of title of any nature whatsoever, other than encumbrances arising under applicable securities Laws.
Equity Contribution means such part of the Capital Contribution of a Partner as takes the form of amounts contributed to the capital of the Partnership from time to time by such Partner which, as of the date of this Agreement, shall be recorded by the General Partner opposite such Partners name in Schedule 1 and shall thereafter be updated in the records of the Partnership on an ongoing basis by the General Partner.
Equity Interests means (a) capital stock, membership interests, shares, partnership interests, other equity interests, rights to profits or revenue and any other similar interest in any corporation, partnership, limited liability company or other business entity, (b) any security or other interest convertible into or exchangeable or exercisable for any of the foregoing, whether at the time of issuance or upon the passage of time or the occurrence of some future event and (c) any warrant, option or other right (contingent or otherwise) to acquire any of the foregoing.
ERISA means The Employee Retirement Income Security Act of 1974 of the United States of America, as amended.
Exchange Act means the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
Exchange Agreement means the Exchange Agreement dated as of or about the date hereof by and among the Partnership, PubCo, the other Partners of the Partnership from time to time party thereto, and the other parties thereto, as amended from time to time.
Exchange Transaction means an exchange of Common Units and Class B Common Shares for Class A Common Shares of PubCo pursuant to, and in accordance with, the Exchange Agreement (including pursuant to a Direct Exchange (as defined in the Exchange Agreement)).
Existing Partnership Agreement has the meaning set forth in the recitals of this Agreement.
Family Group means, with respect to a Person who is an individual, (a) such Persons spouse and direct descendants (whether natural or adopted) (collectively, for purposes of this definition, relatives), and (b) any trust, the trustee of which is such Person and which at all times is and remains solely for the benefit of such Person and/or such Persons relatives.