Superior Proposal
shall mean a Bona Fide Acquisition Proposal that the
General Partner Board or the Partnership Conflicts Committee has determined in good faith, after consultation with its respective outside financial and legal advisors, (a) is reasonably likely to be consummated in accordance with its terms
(
provided
,
however
, that the fact that any requisite vote or consent of the holders of Partnership Common Units that may be required to effect such Bona Fide Acquisition Proposal has not yet been obtained shall not be taken into
account in determining whether a proposal is reasonably likely to be consummated) and (b) if consummated, would be more favorable to the Unaffiliated Unitholders than the Merger;
provided
,
however
, that for purposes of the
definition of Superior Proposal, the references to 20% in the definition of Acquisition Proposal shall be deemed to be references to 50%.
Takeover Law
shall mean any fair price, moratorium, control share acquisition,
business combination or any other anti-takeover statute or similar statute enacted under state or federal law.
Tax
shall mean any and all U.S. federal, state, local or foreign net income, gross income, gross receipts, sales, use, ad
valorem, transfer, franchise, capital stock, profits, license, license fee, environmental, customs duty, unclaimed property or escheat payments, alternative fuels, mercantile, lease, service, withholding, payroll, employment, unemployment, social
security, disability, excise, severance, registration, stamp, occupation, premium, property (real or personal), windfall profits, fuel, value added, alternative or add on minimum, estimated or other similar taxes, duties, levies, customs, tariffs,
imposts or assessments (including public utility commission property tax assessments) imposed by any Governmental Authority, together with any interest, penalties or additions thereto payable to any Governmental Authority in respect thereof.
Tax Return
shall mean any return, declaration, report, statement, election, claim for refund or other written document,
together with all attachments, amendments and supplements thereto, filed with or provided to, or required to be filed with or provided to, a Governmental Authority in respect of Taxes.
TE LLC Agreement
shall mean that certain Second Amended and Restated Limited Liability Company Agreement of TE, dated
May 12, 2015.
TE Unit
shall mean Unit, as defined in Section 3.1(a) of the TE LLC Agreement.
TEGP Alternative Proposal
shall mean any inquiry, proposal or offer from any Person or group (as defined
in Section 13(d) of the Exchange Act), other than Holdings or any holder of TEGP Class B Shares as of the Execution Date, relating to any direct or indirect acquisition (whether in a single transaction or a series of related transactions,
and whether through a tender offer, exchange offer, merger, consolidation, unit exchange, share exchange, business combination, recapitalization, liquidation, dissolution or other transaction) of beneficial ownership (within the meaning of
Section 13(d) of the Exchange Act) of 50% or more of (a) any class of Equity Interests of TEGP or TE or (b) any class of Equity Interests of the Partnership held by TE.
TEGP Class A Share
shall mean Class A Share, as defined in the TEGP Partnership Agreement.
TEGP Class B Share
shall mean Class B Share, as defined in the TEGP Partnership Agreement.
TEGP EPS
shall mean an Equity Participation Share, as defined in the TEGP Management, LLC Long-Term Incentive
Plan.
TEGP Expense Reimbursement Amount
shall mean all
out-of-pocket
costs and expenses (including legal fees, accounting fees, financial advisory fees and other professional and
non-professional
fees and expenses) incurred by members of the TEGP Group (other than, with respect to the General Partner, the Partnership Conflicts Committee) and TEGP Management in connection with or
related to the authorization, preparation, negotiation, execution and performance of this Agreement and the Transactions, including (a) the preparation and filing of the Registration Statement, including, for the avoidance of doubt, the Proxy
Statement, (b) the printing
A-7