Resignation Event

Resignation Event. Means (i) that the Designated Director (A) is prohibited or disqualified from serving as a director of the Partnership under any rule or regulation of the Commission, the NYSE or by applicable Law; (B) has engaged in acts or omissions constituting a breach of the Designated Director's duty of loyalty to the Partnership Parties or their members or partners, respectively; (C) has engaged in acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of Law;... or (D) has engaged in any transaction from which the Designated Director derived an improper personal benefit or (ii) a Termination Event. View More

Resignation Event. Means both Designees' resignation from the Board and all applicable committees following any one or more of the following: (i) the Company's representation in Section 8(b) proving to have been inaccurate as of the date of this Agreement, (ii) any filing of an involuntary bankruptcy petition or similar state law dissolution or liquidation proceeding against the Company within six months of the date of this Agreement that is not dismissed with prejudice within 30 days of filing, (iii) any filing... of a voluntary bankruptcy petition or similar state law dissolution or liquidation proceeding by the Company that was not approved by the Designees as directors, (iv) any breach by the Company of a covenant in a material contract of the Company, the notice of which is duly delivered by the counterparty thereto to the Company within six months of the date of this Agreement, (v) the discovery by a Designee of criminal or materially detrimental civil malfeasance or misfeasance at the Company, or (vi) the material failure of the Company's management, the Business Initiatives Committee or the Board to pursue the intended purposes of the Business Initiatives Committee or to adopt in meaningful part the recommendations thereof; provided, however, that solely for purposes of Section 6, during the period commencing on the date of this Agreement and ending on the earlier of the completion of the Annual Meeting and June 30, 2018, the occurrence of any of the events described in clauses (i), (iv) and (vi) shall not give rise to a Resignation Event View More