Common use of Conversion of Class B Units Clause in Contracts

Conversion of Class B Units. (i) On the next Business Day succeeding the Record Date attributable to the Quarter ending [March 31, 2019] (such date, the “Class B Conversion Date”), each Class B Unit shall automatically be converted into one Common Unit. Upon conversion, the rights of the holder of such Class B Units as holder of Class B Units shall cease, including any rights under this Agreement, except such Person shall continue to be a Limited Partner and shall have the right to receive Common Units from the Partnership in conversion for such Class B Units in accordance with this Section 5.13(b), and such Class B Units shall upon the Class B Conversion Date be deemed to be transferred to, and cancelled by, the Partnership. (ii) Each Class B Unit shall automatically be converted into one Common Unit if the General Partner is removed pursuant to Section 11.2. (iii) The Partnership shall pay any documentary, stamp or similar issue or transfer taxes or duties relating to the issuance or delivery of Common Units upon conversion of the Class B Units. However, the holder of such Common Units shall pay any tax or duty which may be payable relating to any transfer involving the issuance or delivery of Common Units in a name other than the holder’s name. The Transfer Agent may refuse to deliver the Certificate representing Common Units (or notation of book entry) being issued in a name other than the holder’s name until the Transfer Agent receives a sum sufficient to pay any tax or duties which will be due because the Common Units are to be issued in a name other than the name of the holder of such Class B Unit. Nothing herein shall preclude any tax withholding required by law or regulation. (iv) The Partnership shall keep free from preemptive rights a sufficient number of Common Units to permit the conversion of all outstanding Class B Units into Common Units to the extent provided in, and in accordance with, this Section 5.13(b). (v) All Common Units delivered upon conversion of the Class B Units shall be newly issued, shall be validly issued, fully paid and non-assessable (except as such non-assessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the Delaware Act), free and clear of any liens, claims, rights or encumbrances other than those arising under the Delaware Act or this Agreement or created by the holders thereof. (vi) The Partnership shall comply with all applicable securities laws regulating the offer and delivery of any Common Units upon conversion of Class B Units and, if the Common Units are then listed or quoted on the New York Stock Exchange, or any other National Securities Exchange or other market, shall list or cause to have quoted and keep listed and quoted the Common Units issuable upon conversion of the Class B Units to the extent permitted or required by the rules of such exchange or market. (vii) Notwithstanding anything herein to the contrary, nothing herein shall give to any holder of Class B Units any rights as a creditor in respect solely of its right to conversion.

Conversion of Class B Units. (i) On Immediately before the next Business Day succeeding close of business on the Record Date attributable to the Quarter ending [March 31, 2019] (such dateClass B-1 Conversion Date, the “Class B-1 Units shall become convertible at the option of the holder into Common Units on a one-for-one basis. Immediately before the close of business on the Class B-2 Conversion Date, the Class B-2 Units shall become convertible at the option of the holder into Common Units on a one-for-one basis. Immediately before the close of business on the Class B-3 Conversion Date, the Class B-3 Units shall become convertible at the option of the holder into Common Units on a one-for-one basis. Notwithstanding the foregoing, all Class B Conversion Date”), each Class B Unit Units that have not yet become convertible pursuant to this Section 5.10(c)(i) shall automatically be converted become convertible at the option of the holder into Common Units on a one-for-one Common Unit. basis immediately before a Change of Control. (ii) Upon conversion, the rights of the a holder of such Converted Class B Units as holder of Class B Units shall ceasecease with respect to such Converted Class B Units, including any rights under this AgreementAgreement with respect to holders of Class B Units, except and such Person shall continue to be a Limited Partner and shall have the right to receive rights of a holder of Common Units from the Partnership in conversion for such under this Agreement. All Class B Units in accordance with shall, upon conversion pursuant to this Section 5.13(b5.10(c), and such Class B Units shall upon the Class B Conversion Date be deemed to be transferred to, and cancelled by, the Partnership. (ii) Each Partnership in exchange for the Common Units into which the Class B Unit shall automatically be converted into one Common Unit if the General Partner is removed pursuant to Section 11.2Units converted. (iii) The Partnership shall pay any documentary, stamp or similar issue or transfer taxes or duties relating to the issuance or delivery of Common Units upon conversion of the Class B Units. However, the holder of such Common Units shall pay any tax or duty which may be payable relating to any transfer involving the issuance or delivery of Common Units in a name other than the holder’s name. The Transfer Agent may refuse to deliver the a Certificate representing Common Units (or notation of book entry) being issued in a name other than the holder’s name until the Transfer Agent receives a sum sufficient to pay any tax or duties which will be due because the Common Units are to be issued in a name other than the name of the holder of such Class B Unitholder’s name. Nothing herein shall preclude any tax withholding required by law or regulation. (ivA) The Except as otherwise provided in Section 5.7, the Partnership shall keep free from preemptive rights a sufficient number of Common Units to permit the conversion of all outstanding Class B Units into Common Units to the extent provided in, and in accordance with, this Section 5.13(b5.10(c). (vB) All Common Units delivered upon conversion of the Class B Units shall be newly issued, shall be duly authorized and validly issued, fully paid and non-assessable shall be free from preemptive rights (except as such non-assessability may be affected by matters described otherwise provided in Sections 17-303, 17-607 Section 5.7) and 17-804 of the Delaware Act), free and clear of any liens, claims, rights lien or encumbrances other than those arising under the Delaware Act or this Agreement or created by the holders thereofadverse claim. (viC) The Partnership shall comply with all applicable securities laws regulating the offer and delivery of any Common Units upon conversion of Class B Units and, if the Common Units are then listed or quoted on the New York Stock Exchange, or any other National Securities Exchange or other market, shall list or cause to have quoted and keep listed and quoted the Common Units issuable upon conversion of the Class B Units to the extent permitted or required by the rules of such exchange or market. (viiD) Notwithstanding anything herein to the contrary, nothing herein shall give to any holder of Class B Units any rights as a creditor in respect solely of its right to conversion.

Conversion of Class B Units. (ia) On At any time after six months from the next Business Day succeeding the Record Date attributable to the Quarter ending [March 31, 2019] (such date, the “Class B Conversion Date”), each Class B Unit shall automatically be converted into one Common Unit. Upon conversion, the rights of the holder of such date on which any Class B Units as are issued, upon written notice to the General Partner, any holder of Class B Units shall cease, including any rights under this Agreement, except such Person shall continue to be a Limited Partner and shall will have the right to receive require the Partnership to convert all or any portion of such holder’s Class B Units into Common Units from on a one for one basis (a “Conversion Notice”). (b) Upon the Partnership in conversion for such of Class B Units in accordance with this Section 5.13(b)5.7, and such Class B Units each converting holder shall upon the Class B Conversion Date be deemed to be transferred tothe holder of record of the number of Common Units issuable upon conversion, and cancelled by, notwithstanding that the Certificates representing such Common Units shall not then actually be delivered to such person. Upon notice from the Partnership. (ii) , each holder of Class B Units so converted shall promptly surrender to the Partnership Certificates representing the Class B Units so converted in proper transfer form. Each Class B Unit shall automatically be converted into one Common Unit if canceled by the General Partner is removed pursuant to Section 11.2upon its conversion. (iiic) A Class B Unit that has converted into a Common Unit pursuant to this Section 5.7 shall be subject to the provisions of Section 6.4(b). (d) The Partnership issuance or delivery of Certificates for Common Units upon the conversion of Class B Units shall pay be made without charge to the converting holder of Class B Units for such Certificates or for any documentary, stamp or similar issue or transfer taxes or duties relating to tax in respect of the issuance or delivery of Common Units upon conversion such Certificates or the securities represented thereby, and such Certificates shall be issued or delivered in the respective names of, or in such names as may be directed by, the holders of the Class B Units. HoweverUnits converted; provided, however, that the holder of such Common Units Partnership shall not be required to pay any tax or duty which may be payable relating to in respect of any transfer involving involved in the issuance or and delivery of Common Units any such Certificate in a name other than the holder’s name. The Transfer Agent may refuse to deliver the Certificate representing Common Units (or notation of book entry) being issued in a name other than the holder’s name until the Transfer Agent receives a sum sufficient to pay any tax or duties which will be due because the Common Units are to be issued in a name other than the name that of the holder of such Class B Unit. Nothing herein shall preclude any tax withholding required by law or regulation. (iv) The Partnership shall keep free from preemptive rights a sufficient number of Common Units to permit the conversion of all outstanding Class B Units into Common Units to the extent provided in, and in accordance with, this Section 5.13(b). (v) All Common Units delivered upon conversion of the Class B Units converted, and the Partnership shall not be newly issued, required to issue or deliver such Certificate unless or until the Person or Persons requesting the issuance or delivery thereof shall be validly issued, fully have paid and non-assessable (except as to the Partnership the amount of such non-assessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 tax or shall have established to the reasonable satisfaction of the Delaware Act), free and clear of any liens, claims, rights or encumbrances other than those arising under the Delaware Act or this Agreement or created by the holders thereofPartnership that such tax has been paid. (vi) The Partnership shall comply with all applicable securities laws regulating the offer and delivery of any Common Units upon conversion of Class B Units and, if the Common Units are then listed or quoted on the New York Stock Exchange, or any other National Securities Exchange or other market, shall list or cause to have quoted and keep listed and quoted the Common Units issuable upon conversion of the Class B Units to the extent permitted or required by the rules of such exchange or market. (vii) Notwithstanding anything herein to the contrary, nothing herein shall give to any holder of Class B Units any rights as a creditor in respect solely of its right to conversion.

Conversion of Class B Units. On the Sandpiper Project In-Service Date, all of the outstanding Class B Units held by Enbridge and Williston will convert into an aggregate number of Class A Units (such number, the “Aggregate Converted Class A Units”) equal to (x) the product of (a) the Aggregate ISD Capital Expenditures, divided by (b) $1.00, minus (y) the number of Class A Units then held by Enbridge and its Affiliates; provided, however, that if any Member is a Defaulting Member at the time of the Sandpiper Project In-Service Date, such conversion shall be delayed until the earlier of (i) On such time as such Member is no longer in Default or (ii) the next Business Day succeeding the Record Date attributable to the Quarter ending [March 31expiration of all applicable Cure Periods. (i) In connection with such conversion, 2019] (such date, the “if Williston and its Wholly-Owned Affiliates then own Class B Conversion Date”)Units, each Class B Unit shall automatically be converted into one Common Unit. Upon conversion, the rights Williston and any of the holder of such Class B Units as holder of Class B Units shall cease, including its Wholly-Owned Affiliates to which Williston has transferred any rights under this Agreement, except such Person shall continue to be a Limited Partner and shall have the right to receive Common Units from the Partnership in conversion for such Class B Units in accordance with this Article XIII will receive an aggregate number of Class A Units (the “Williston Class A Units”) equal to (x) the sum of (A) the aggregate amount of all capital contributions made by Williston to the Company in respect of the Sandpiper Project (including, for the avoidance of doubt, the Williston Effective Date Capital Contribution_but subject to Section 5.13(b5.04(d)(i)(B)), and such Class B Units shall upon plus (B) the Class B Conversion Date be deemed to be transferred toGrowth Capital Project Reimbursement Amount, and cancelled byminus (C) the Cure Amount (if applicable), the Partnershipdivided by (y) $1.00. (ii) Each Class B Unit shall automatically be converted into one Common Unit if the General Partner is removed pursuant In connection with such conversion, Enbridge and any of its Wholly-Owned Affiliates to Section 11.2. (iii) The Partnership shall pay which Enbridge has transferred any documentary, stamp or similar issue or transfer taxes or duties relating to the issuance or delivery of Common Units upon conversion of the Class B Units. However, the holder of such Common Units shall pay any tax or duty which may be payable relating to any transfer involving the issuance or delivery of Common Units in a name other than the holder’s name. The Transfer Agent may refuse to deliver the Certificate representing Common Units (or notation of book entry) being issued in a name other than the holder’s name until the Transfer Agent receives a sum sufficient to pay any tax or duties which will be due because the Common Units are to be issued in a name other than the name of the holder of such Class B Unit. Nothing herein shall preclude any tax withholding required by law or regulation. (iv) The Partnership shall keep free from preemptive rights a sufficient number of Common Units to permit the conversion of all outstanding Class B Units into Common in accordance with Article XIII will receive an aggregate number of Class A Units (the “Enbridge Class A Units”) equal to the extent provided inAggregate Converted Class A Units, and in accordance with, this Section 5.13(b)minus the number of Williston Class A Units. (v) All Common Units delivered upon conversion of the Class B Units shall be newly issued, shall be validly issued, fully paid and non-assessable (except as such non-assessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the Delaware Act), free and clear of any liens, claims, rights or encumbrances other than those arising under the Delaware Act or this Agreement or created by the holders thereof. (vi) The Partnership shall comply with all applicable securities laws regulating the offer and delivery of any Common Units upon conversion of Class B Units and, if the Common Units are then listed or quoted on the New York Stock Exchange, or any other National Securities Exchange or other market, shall list or cause to have quoted and keep listed and quoted the Common Units issuable upon conversion of the Class B Units to the extent permitted or required by the rules of such exchange or market. (vii) Notwithstanding anything herein to the contrary, nothing herein shall give to any holder of Class B Units any rights as a creditor in respect solely of its right to conversion.

Conversion of Class B Units. (i) On the next Business Day succeeding the Record Date attributable to the Quarter ending [March 31June 30, 2019] 2019 (such date, the “Class B Conversion Date”), each Class B Unit shall automatically be converted into one Common Unit. Upon conversion, the rights of the holder of such Class B Units as holder of Class B Units shall cease, including any rights under this Agreement, except such Person shall continue to be a Limited Partner and shall have the right to receive Common Units from the Partnership in conversion for such Class B Units in accordance with this Section 5.13(b), and such Class B Units shall upon the Class B Conversion Date be deemed to be transferred to, and cancelled by, the Partnership. (ii) Each Class B Unit shall automatically be converted into one Common Unit if the General Partner is removed pursuant to Section 11.2. (iii) The Partnership shall pay any documentary, stamp or similar issue or transfer taxes or duties relating to the issuance or delivery of Common Units upon conversion of the Class B Units. However, the holder of such Common Units shall pay any tax or duty which may be payable relating to any transfer involving the issuance or delivery of Common Units in a name other than the holder’s name. The Transfer Agent may refuse to deliver the Certificate representing Common Units (or notation of book entry) being issued in a name other than the holder’s name until the Transfer Agent receives a sum sufficient to pay any tax or duties which will be due because the Common Units are to be issued in a name other than the name of the holder of such Class B Unit. Nothing herein shall preclude any tax withholding required by law or regulation. (iv) The Partnership shall keep free from preemptive rights a sufficient number of Common Units to permit the conversion of all outstanding Class B Units into Common Units to the extent provided in, and in accordance with, this Section 5.13(b). (v) All Common Units delivered upon conversion of the Class B Units shall be newly issued, shall be validly issued, fully paid and non-assessable (except as such non-assessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the Delaware Act), free and clear of any liens, claims, rights or encumbrances other than those arising under the Delaware Act or this Agreement or created by the holders thereof. (vi) The Partnership shall comply with all applicable securities laws regulating the offer and delivery of any Common Units upon conversion of Class B Units and, if the Common Units are then listed or quoted on the New York Stock Exchange, or any other National Securities Exchange or other market, shall list or cause to have quoted and keep listed and quoted the Common Units issuable upon conversion of the Class B Units to the extent permitted or required by the rules of such exchange or market. (vii) Notwithstanding anything herein to the contrary, nothing herein shall give to any holder of Class B Units any rights as a creditor in respect solely of its right to conversion.

Conversion of Class B Units. (ia) On Subject to and in accordance with the next applicable Class B Restricted Unit Agreement, if at any time after December 31, 2015, the PAGP Class A Shares are publicly traded, each of the Class B Partners shall be entitled to exchange (a “Conversion”) any or all of such Class B Partner’s Vested Units for a number of Class A Units (the “Converted Class A Units”) equal to the product of the number of Vested Units being exchanged multiplied by the Conversion Factor. (b) In order to effect a Conversion, the exchanging Class B Partner (the “Converting Partner”) shall deliver written notice (the “Conversion Notice”) to the Partnership and PAGP stating that the Converting Partner elects to exchange a stated number of Class B Units as specified in such notice. (c) As promptly as practicable after the receipt of the Conversion Notice, PAGP shall issue and contribute to the Partnership a number of PAGP Class B Shares in the same amount as the Converted Class A Units, and the Partnership shall deliver such PAGP Class B Shares to the Converting Partner, and the Partnership shall issue and deliver to the Converting Partner the Converted Class A Units. Each Conversion shall be deemed to have been effected on the Business Day succeeding after the Record Date attributable to date on which the Quarter ending [March 31, 2019] Conversion Notice shall have been received by the Partnership and PAGP (such date, the “Class B Conversion Date”), each Class B Unit and the applicable Converting Partner shall automatically be converted into one Common Unit. Upon conversion, the rights of the holder of such Class B Units as holder of Class B Units shall cease, including any rights under this Agreement, except such Person shall continue to be a Limited Partner and shall have the right to receive Common Units from the Partnership in conversion for such Class B Units in accordance with this Section 5.13(b), and such Class B Units shall upon the Class B Conversion Date be deemed to be transferred tohave become, and cancelled by, on the Partnership. (ii) Each Class B Unit shall automatically be converted into one Common Unit if the General Partner is removed pursuant to Section 11.2. (iii) The Partnership shall pay any documentary, stamp or similar issue or transfer taxes or duties relating to the issuance or delivery of Common Units upon conversion of the Class B Units. HoweverConversion Date, the holder or holders of such Common Units shall pay any tax or duty which may be payable relating to any transfer involving the issuance or delivery of Common Units in a name other than the holder’s name. The Transfer Agent may refuse to deliver the Certificate representing Common Units (or notation of book entry) being issued in a name other than the holder’s name until the Transfer Agent receives a sum sufficient to pay any tax or duties which will be due because the Common Units are to be issued in a name other than the name record of the holder Converted Class A Units together with an equivalent number of such PAGP Class B UnitShares. Nothing herein shall preclude any tax withholding required by law or regulation. (iv) The Partnership shall keep free from preemptive rights a sufficient number of Common All Converted Class A Units to permit the conversion of all outstanding Class B Units into Common Units to the extent provided inshall, and in accordance withupon issuance thereof, this Section 5.13(b). (v) All Common Units delivered upon conversion of the Class B Units shall be newly issued, shall be validly issued, fully paid and non-assessable (assessable, except as such non-assessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the Delaware Act), free Act and clear of any liens, claims, rights or encumbrances other than those arising under the Delaware Act or this Agreement or created by the holders thereofas provided in Section 3.1. (vid) The Partnership Upon receipt of the Converted Class A Units, the Converting Partner shall comply become a Class A Partner in accordance with Section 7.3, and shall have all applicable securities laws regulating rights, powers and benefits of, and is subject to the offer obligations, restrictions and delivery liabilities of a Class A Partner under, the Certificate, this Agreement and the Act. (e) No Conversion shall impair the right of the Converting Partner to receive any Common Units upon conversion of Class B Units and, if the Common Units are then listed or quoted distributions payable on the New York Stock Exchange, or any other National Securities Exchange or other market, shall list or cause to have quoted and keep listed and quoted the Common Units issuable upon conversion of the Class B Units so converted in respect of a record date that occurs prior to the extent permitted or required by Conversion Date for such Conversion. For the rules avoidance of such exchange or market. (vii) Notwithstanding anything herein doubt, no Converting Partner shall be entitled to receive, in respect of the contrarysame fiscal quarter, nothing herein shall give to any holder of distributions both on Class B Units any rights as a creditor converted by such Converting Partner and on the Converted Class A Units received in respect solely of its right to conversionsuch Conversion.

Conversion of Class B Units. Each Class B Unit (as defined in the Second Amended and Restated Limited Liability Company Agreement of ▇. ▇▇▇▇▇▇▇▇▇’▇ Holdings, LLC, dated as of September 28, 2015 (the “LLC Agreement”)) of ▇. ▇▇▇▇▇▇▇▇▇’▇ Holdings, LLC (“JAX LLC”), outstanding prior to the Effective Time shall at the Effective Time and immediately prior to the conversion of Company Common Stock into the Merger Consideration pursuant to Section 1.8(c), in the manner contemplated by Section 1.12(f), become vested one hundred percent (100%), in accordance with the terms of the LLC Agreement and the related Unit Grant Agreements, and, with respect to all Class B Units: (i) On the next Business Day succeeding the Record Date attributable to the Quarter ending [March 31, 2019] (such date, extent not exchanged prior to the “Class B Conversion Date”)Effective Time, each such vested Class B Unit shall automatically be converted into one exchanged for Company Common Unit. Upon conversionStock, to the rights extent eligible therefor, in accordance with the calculation set forth on Annex B hereto and pursuant to the terms of the LLC Agreement (the “Exchange”), immediately prior to the Effective Time and, in connection therewith, the holder of such Class B Units as Unit shall be entitled to receive an amount in cash (without interest, and subject to deduction for any required withholding Tax) equal to the per share Merger Consideration multiplied by the number of shares of Company Common Stock issued (or issuable) to such holder of Class B Units in the Exchange and such Company Common Stock shall cease, including any rights under this Agreement, except such Person shall continue not be required to be a Limited Partner represented by certificates or by book-entry form and shall have be deemed converted into the right to receive Common Units from the Partnership amount in conversion for such Class B Units in accordance with cash calculated pursuant to this Section 5.13(b1.12(e), and such Class B Units shall upon the Class B Conversion Date be deemed to be transferred to, and cancelled by, the Partnership.; and (ii) Each Class B Unit shall automatically be converted into one Common Unit if the General Partner is removed pursuant to Section 11.2. (iii) The Partnership shall pay any documentary, stamp or similar issue or transfer taxes or duties relating to the issuance or delivery of Common Units upon conversion of the Class B Units. However, the holder of such Common Units shall pay any tax or duty which may be payable relating to any transfer involving the issuance or delivery of Common Units in a name other than the holder’s name. The Transfer Agent may refuse to deliver the Certificate representing Common Units (or notation of book entry) being issued in a name other than the holder’s name until the Transfer Agent receives a sum sufficient to pay any tax or duties which will be due because the Common Units are to be issued in a name other than the name of the holder of such each Class B Unit. Nothing herein shall preclude any tax withholding required by law or regulation. (iv) The Partnership shall keep free from preemptive rights a sufficient number of Common Units to permit the conversion of all , if any, that is outstanding Class B Units into Common Units immediately prior to the extent provided in, and in accordance with, this Section 5.13(b). (v) All Effective Time which is not eligible to be exchanged for shares of Company Common Units delivered upon conversion Stock pursuant to the terms of the Class B Units LLC Agreement shall be newly issued, shall be validly issued, fully paid and non-assessable (except as such non-assessability may be affected by matters described cancelled without any payment being made in Sections 17-303, 17-607 and 17-804 of the Delaware Act), free and clear of any liens, claims, rights or encumbrances other than those arising under the Delaware Act or this Agreement or created by the holders respect thereof. (vi) The Partnership shall comply with all applicable securities laws regulating the offer and delivery of any Common Units upon conversion of Class B Units and, if the Common Units are then listed or quoted on the New York Stock Exchange, or any other National Securities Exchange or other market, shall list or cause to have quoted and keep listed and quoted the Common Units issuable upon conversion of the Class B Units to the extent permitted or required by the rules of such exchange or market. (vii) Notwithstanding anything herein to the contrary, nothing herein shall give to any holder of Class B Units any rights as a creditor in respect solely of its right to conversion.

Conversion of Class B Units. (ia) On Provided that a Deficiency (as defined in Section 5.3(d)) does not exist and capital account adjustments pursuant to either Section 4.1(b)(ii) or Section 4.2(c) have been made such that the next Business Day succeeding the Record Date attributable to the Quarter ending [March 31, 2019] (such date, the “Capital Account for each Class B Conversion Date”), each A Unit and Class B Unit are equal, the holder of any Class B Units shall automatically have the right at any time after the Subordination Period (or, if later, at any time after the fiscal year with respect to which any Deficiency is eliminated), at its option, to convert, subject to the terms and provisions of this Section 11.7, such Class B Units into Class A Units upon surrender of the Certificates evidencing the Class B Units that are to be so converted to the Partnership at any time during usual business hours at the principal offices of the Partnership in Fort Worth, Texas (or at such other place as the Partnership shall hereafter designate in writing to the Record Holders of the Class B Units), accompanied by a written instrument of transfer in form satisfactory to the Partnership duly executed by the Record Holder or his duly authorized legal representative. (b) As promptly as practicable after the surrender, as herein provided, of any Class B Units for conversion, the Partnership shall issue the number of Class A Units into which such Class B Units may be converted into one Common Unitin accordance with the provisions of this Section 11.7 and shall deliver or cause to be delivered, at the offices set forth above to or upon the written order of the holder of such Class B Units so surrendered, duly issued Certificates evidencing such Class A Units. Upon Prior to delivery of such Certificates, the Partnership shall require a written notice from the Record Holder of the Class B Units so surrendered indicating its election to convert such Class B Units and specifying the name or names (with address) in which such Certificates are to be issued. If the Certificates are to be issued to a Person who is other than the Record Holder of the Class B Units to be converted, the surrender of such Units shall be accompanied by such duly executed instruments of transfer (including a Transfer Application duly executed by the transferee) as shall be required by this Agreement or as determined by the General Partner at its sole discretion. Such conversion shall be deemed to have been made immediately prior to the close of business on the date that such Class B Units shall have been surrendered for conversion, so that the rights of the holder of such Class B Units as holder of Class B Units shall cease, including any rights under this Agreement, except such Person shall continue cease with respect to be a Limited Partner and shall have the right to receive Common Units from the Partnership in conversion for such Class B Units in accordance with this Section 5.13(b)at such time, and the Person or Persons entitled to receive the Class A Units upon conversion of such Class B Units shall upon be treated for all purposes as having become the Class B Conversion Date be deemed to be transferred to, and cancelled by, the Partnership. (ii) Each Class B Unit shall automatically be converted into one Common Unit if the General Partner is removed pursuant to Section 11.2. (iii) The Partnership shall pay any documentary, stamp or similar issue or transfer taxes or duties relating to the issuance or delivery of Common Units upon conversion of the Class B Units. However, the holder of such Common Units shall pay any tax or duty which may be payable relating to any transfer involving the issuance or delivery of Common Units in a name other than the holder’s name. The Transfer Agent may refuse to deliver the Certificate representing Common Units (or notation of book entry) being issued in a name other than the holder’s name until the Transfer Agent receives a sum sufficient to pay any tax or duties which will be due because the Common Units are to be issued in a name other than the name of the holder Record Holders of such Class B UnitA Units at such time. Nothing herein shall preclude any tax withholding required by law or regulation. (iv) The Partnership shall keep free from preemptive rights a sufficient number of Common Units to permit the conversion of all outstanding Class B Units into Common Units to the extent provided in, and in accordance with, this Section 5.13(b). (v) All Common Units delivered upon conversion of Distributions declared but unpaid on the Class B Units shall be newly issuedmade upon the conversion of such Class B Units; provided, however, that distributions declared prior to such conveyance on the Class A Units but unpaid at the time of conversion shall not be validly issued, fully paid and non-assessable (except as payable on Class A Units that are issued upon such non-assessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the Delaware Act), free and clear of any liens, claims, rights or encumbrances other than those arising under the Delaware Act or this Agreement or created by the holders thereofconversion. (vic) The rate at which Class A Units shall be delivered upon conversion (herein called the "conversion rate") shall initially be one Class A Unit for one Class B Unit. The conversion rate shall be subject to adjustment as follows: if the Partnership shall comply with (i) make a distribution to all applicable holders of Class A Units payable in any class of Units or securities laws regulating convertible into any class of Units, (ii) subdivide outstanding Class A Units into a greater number of Class A Units, (iii) combine outstanding Class A Units into a smaller number of Class A Units, or (iv) issue by reclassification of Class A Units any Units of the offer and delivery Partnership of any Common Units upon class or classes, then the conversion rate in effect immediately prior to such action shall be adjusted so that the holder of any Class B Units andhereafter surrendered for conversion shall be entitled to receive the number and class or classes of securities that he would have owned or have been entitled to receive immediately after the happening of any of the events described above had such Class B Units been converted on or immediately prior to the Record Date for such distribution or the effective date of such subdivision, if combination or reclassification, as the Common case may be. An adjustment made pursuant to this Section 11.7 shall become effective retroactively immediately after the Record Date in the case of a distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. If, as a result of an adjustment made pursuant to this Section 11.7, the holder of any Class B Units are thereafter surrendered for conversion shall become entitled to receive Units of two or more classes, the General Partner (whose determination shall be conclusive and shall be described in a statement provided to each Record Holder or Class B Units) shall determine the allocation of the conversion rate between and among such classes of Units. (d) In case of any consolidation or merger of the Partnership with or into another entity or in case of any sale or transfer to another entity of all or substantially all of the Partnership assets, then listed or quoted on the New York Stock Exchange, or any other National Securities Exchange or other market, shall list or cause to have quoted and keep listed and quoted the Common Units issuable upon conversion holders of the Class B Units then Outstanding shall have the right thereafter to the extent permitted or required by the rules of convert such exchange or market. (vii) Notwithstanding anything herein to the contrary, nothing herein shall give to any holder of Class B Units any rights as into the kind and amount of securities and property receivable upon or deemed to be held following such consolidation, merger, sale or transfer by a creditor in respect solely holder of its right a number of Class A Units into which such Class B Units might have been converted immediately prior to conversionsuch consolidation, merger, sale or transfer. This provision shall similarly apply to successive consolidations, mergers, sales or transfers.

Conversion of Class B Units. (ia) On Subject to and in accordance with the next applicable Class B Restricted Unit Agreement, if at any time after December 31, 2015, the PAGP Class A Shares are publicly traded, each of the Class B Partners shall be entitled to exchange (a “Conversion”) any or all of such Class B Partner’s Vested Units for a number of Class A Units (the “Converted Class A Units”) equal to the product of the number of Vested Units being exchanged multiplied by the Conversion Factor as of such Conversion Date (defined below). (b) In order to effect a Conversion, the exchanging Class B Partner (the “Converting Partner”) shall deliver written notice (the “Conversion Notice”) to the Partnership and PAGP stating that the Converting Partner elects to exchange a stated number of Class B Units as specified in such notice. (c) As promptly as practicable after the receipt of the Conversion Notice, PAGP shall issue and contribute to the Partnership a number of PAGP Class B Shares in the same amount as the Converted Class A Units, and the Partnership shall deliver such PAGP Class B Shares to the Converting Partner, and the Partnership shall issue and deliver to the Converting Partner the Converted Class A Units. Each Conversion shall be deemed to have been effected on the Business Day succeeding after the Record Date attributable to date on which the Quarter ending [March 31, 2019] Conversion Notice shall have been received by the Partnership and PAGP (such date, the “Class B Conversion Date”), each Class B Unit and the applicable Converting Partner shall automatically be converted into one Common Unit. Upon conversion, the rights of the holder of such Class B Units as holder of Class B Units shall cease, including any rights under this Agreement, except such Person shall continue to be a Limited Partner and shall have the right to receive Common Units from the Partnership in conversion for such Class B Units in accordance with this Section 5.13(b), and such Class B Units shall upon the Class B Conversion Date be deemed to be transferred tohave become, and cancelled by, on the Partnership. (ii) Each Class B Unit shall automatically be converted into one Common Unit if the General Partner is removed pursuant to Section 11.2. (iii) The Partnership shall pay any documentary, stamp or similar issue or transfer taxes or duties relating to the issuance or delivery of Common Units upon conversion of the Class B Units. HoweverConversion Date, the holder or holders of such Common Units shall pay any tax or duty which may be payable relating to any transfer involving the issuance or delivery of Common Units in a name other than the holder’s name. The Transfer Agent may refuse to deliver the Certificate representing Common Units (or notation of book entry) being issued in a name other than the holder’s name until the Transfer Agent receives a sum sufficient to pay any tax or duties which will be due because the Common Units are to be issued in a name other than the name record of the holder Converted Class A Units together with an equivalent number of such PAGP Class B UnitShares. Nothing herein shall preclude any tax withholding required by law or regulation. (iv) The Partnership shall keep free from preemptive rights a sufficient number of Common All Converted Class A Units to permit the conversion of all outstanding Class B Units into Common Units to the extent provided inshall, and in accordance withupon issuance thereof, this Section 5.13(b). (v) All Common Units delivered upon conversion of the Class B Units shall be newly issued, shall be validly issued, fully paid and non-assessable (assessable, except as such non-assessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the Delaware Act), free Act and clear of any liens, claims, rights or encumbrances other than those arising under the Delaware Act or this Agreement or created by the holders thereofas provided in Section 3.1. (vid) The Partnership Upon receipt of the Converted Class A Units, the Converting Partner shall comply become a Class A Partner in accordance with Section 7.3, and shall have all applicable securities laws regulating rights, powers and benefits of, and is subject to the offer obligations, restrictions and delivery liabilities of a Class A Partner under, the Certificate, this Agreement and the Act. (e) No Conversion shall impair the right of the Converting Partner to receive any Common Units upon conversion of Class B Units and, if the Common Units are then listed or quoted distributions payable on the New York Stock Exchange, or any other National Securities Exchange or other market, shall list or cause to have quoted and keep listed and quoted the Common Units issuable upon conversion of the Class B Units so converted in respect of a record date that occurs prior to the extent permitted or required by Conversion Date for such Conversion. For the rules avoidance of such exchange or market. (vii) Notwithstanding anything herein doubt, no Converting Partner shall be entitled to receive, in respect of the contrarysame fiscal quarter, nothing herein shall give to any holder of distributions both on Class B Units any rights as a creditor converted by such Converting Partner and on the Converted Class A Units received in respect solely of its right to conversionsuch Conversion.

Conversion of Class B Units. (ia) On At any time after six months from the next Business Day succeeding the Record Date attributable to the Quarter ending [March 31, 2019] (such date, the “Class B Conversion Date”), each Class B Unit shall automatically be converted into one Common Unit. Upon conversion, the rights of the holder of such date on which any Class B Units as are issued, upon written notice to the General Partner, any holder of Class B Units shall cease, including any rights under this Agreement, except such Person shall continue to be a Limited Partner and shall will have the right to receive require the Partnership to convert all or any portion of such holder’s Class B Units into Common Units from on a one for one basis (a “ Conversion Notice ”). (b) Upon the Partnership in conversion for such of Class B Units in accordance with this Section 5.13(b)5.7, and such Class B Units each converting holder shall upon the Class B Conversion Date be deemed to be transferred tothe holder of record of the number of Common Units issuable upon conversion, and cancelled by, notwithstanding that the Certificates representing such Common Units shall not then actually be delivered to such person. Upon notice from the Partnership. (ii) , each holder of Class B Units so converted shall promptly surrender to the Partnership Certificates representing the Class B Units so converted in proper transfer form. Each Class B Unit shall automatically be converted into one Common Unit if canceled by the General Partner is removed pursuant to Section 11.2upon its conversion. (iiic) A Class B Unit that has converted into a Common Unit pursuant to this Section 5.7 shall be subject to the provisions of Section 6.4(b). (d) The Partnership issuance or delivery of Certificates for Common Units upon the conversion of Class B Units shall pay be made without charge to the converting holder of Class B Units for such Certificates or for any documentary, stamp or similar issue or transfer taxes or duties relating to tax in respect of the issuance or delivery of Common Units upon conversion such Certificates or the securities represented thereby, and such Certificates shall be issued or delivered in the respective names of, or in such names as may be directed by, the holders of the Class B Units. HoweverUnits converted; provided, however, that the holder of such Common Units Partnership shall not be required to pay any tax or duty which may be payable relating to in respect of any transfer involving involved in the issuance or and delivery of Common Units any such Certificate in a name other than the holder’s name. The Transfer Agent may refuse to deliver the Certificate representing Common Units (or notation of book entry) being issued in a name other than the holder’s name until the Transfer Agent receives a sum sufficient to pay any tax or duties which will be due because the Common Units are to be issued in a name other than the name that of the holder of such Class B Unit. Nothing herein shall preclude any tax withholding required by law or regulation. (iv) The Partnership shall keep free from preemptive rights a sufficient number of Common Units to permit the conversion of all outstanding Class B Units into Common Units to the extent provided in, and in accordance with, this Section 5.13(b). (v) All Common Units delivered upon conversion of the Class B Units converted, and the Partnership shall not be newly issued, required to issue or deliver such Certificate unless or until the Person or Persons requesting the issuance or delivery thereof shall be validly issued, fully have paid and non-assessable (except as to the Partnership the amount of such non-assessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 tax or shall have established to the reasonable satisfaction of the Delaware Act), free and clear of any liens, claims, rights or encumbrances other than those arising under the Delaware Act or this Agreement or created by the holders thereofPartnership that such tax has been paid. (vi) The Partnership shall comply with all applicable securities laws regulating the offer and delivery of any Common Units upon conversion of Class B Units and, if the Common Units are then listed or quoted on the New York Stock Exchange, or any other National Securities Exchange or other market, shall list or cause to have quoted and keep listed and quoted the Common Units issuable upon conversion of the Class B Units to the extent permitted or required by the rules of such exchange or market. (vii) Notwithstanding anything herein to the contrary, nothing herein shall give to any holder of Class B Units any rights as a creditor in respect solely of its right to conversion.