Common use of Conversion of Class B Units Clause in Contracts

Conversion of Class B Units. (i) Subject to Sections 5.10(c)(ii), (iii) and (iv) a holder of Class B Units may elect, at any time on or after July 1, 2014, to convert an amount of its Class B Units equaling or exceeding the Minimum Conversion Amount into Common Units on a one-for-one basis by delivery of: (A) written notice to the Partnership setting forth the number of Class B Units it holds, the number of Class B Units it is electing to convert, and other applicable information as may be reasonably requested by the Partnership and (B) if such Class B Units are Certificated, a Class B Unit Certificate to the Transfer Agent representing an amount of Class B Units at least equal to the amount such holder is electing to convert (or an instruction letter to the Transfer Agent if the Class B Units are in book-entry form), together with such additional information as may be requested by the Transfer Agent). Thereafter, Partnership shall take commercially reasonable steps to complete the conversion in accordance with this Section 5.10(c). In the case of any Certificate representing Class B Units which are converted in part only, upon such conversion the Transfer Agent shall authenticate and deliver to the holder of Class B Units thereof, at the expense of the Partnership, a new Certificate representing the number of Class B Units not so converted. (ii) If the Common Units had a VWAP Price of $30.00, as adjusted for splits, combinations and other similar transactions after the date hereof, or more as of any date during the quarter ending December 31, 2013, then on or after January 1, 2014, the holders of the Class B Units may convert up to 50% of the Outstanding Class B Units (equaling or exceeding the Minimum Conversion Amount) into Common Units on a one-for-one basic in the same manner as Section 5.10(c)(i). (iii) If the Common Units had a VWAP Price of $30.00, as adjusted for splits, combinations and other similar transactions after the date hereof, or more as of any date during the quarter ending March 31, 2014, then on or after April 1, 2014, the holders of the Class B Units may convert up to 50% of the Outstanding Class B Units (equaling or exceeding the Minimum Conversion Amount) into Common Units on a one-for-one basis in the same manner as Section 5.10(c)(i). (iv) The Class B Units eligible to convert pursuant to Sections 5.10(c)(i), (ii) and (iii) shall be determined on a unitholder-by-unitholder basis, such that the same proportion of each such holder’s Class B Units shall be eligible to convert as a result the occurrence of the events described therein. (v) At any time on or after July 1, 2014 the Partnership, in its sole discretion, may convert all, but not less than all, of the Outstanding Class B Units into Common Units on a one-for-one basis. The Partnership shall deliver to each holder of Class B Units (A) a written notice at least five (5) Business Days prior to the date of the expected conversion and (B) a notice on the date of conversion pursuant to this Section 5.10(c)(v). Immediately as of the close of business on the date of conversion pursuant to this Section 5.10(c)(v), the Class B Units shall automatically convert into Common Units on a one-for-one basis. (vi) Upon conversion, the rights of a holder of converted Class B Units as holder of Class B Units shall cease with respect to such converted Class B Units, including any rights under this Agreement with respect to holders of Class B Units, and such Person shall continue to be a Limited Partner and have the rights of a holder of Common Units under this Agreement. Each Class B Unit shall, upon its Conversion Date, be deemed to be transferred to, and cancelled by, the Partnership in exchange for the issuance of the Common Unit into which such Class B Unit converted. (vii) 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 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 shares are to be issued in a name other than the holder’s name. Nothing herein shall preclude any tax withholding required by law or regulation. (viii) (A) 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 LP Units to the extent provided in, and in accordance with, this Section 5.10(c).

Conversion of Class B Units. (i) Subject to Sections 5.10(c)(ii5.9(c)(ii), (iii5.9(c)(iii) and (iv) 5.9(c)(iv), a holder of Class B Units may elect, at any time on or after July 1, 2014, to convert an amount of its Class B Units equaling or exceeding the Minimum Conversion Amount into Common Units on a one-for-one basis by delivery of: (A) written notice to the Partnership setting forth the number of Class B Units it holds, the number of Class B Units it is electing to convert, and other applicable information as may be reasonably requested by the Partnership and (B) if such Class B Units are Certificated, a Class B Unit Certificate to the Transfer Agent representing an amount of Class B Units at least equal to the amount such holder is electing to convert (or an instruction letter to the Transfer Agent if the Class B Units are in book-entry form), together with such additional information as may be requested by the Transfer Agent). Thereafter, Partnership shall take commercially reasonable steps to complete the conversion in accordance with this Section 5.10(c)5.9. In the case of any Certificate representing Class B Units which are converted in part only, upon such conversion the Transfer Agent shall authenticate and deliver to the holder of Class B Units thereof, at the expense of the Partnership, a new Certificate representing the number of Class B Units not so converted. (ii) If the Common Units had a VWAP Price of $30.00, as adjusted for splits, combinations and other similar transactions after the date hereof, or more as of any date during the quarter ending December 31, 2013, then on or after January 1, 2014, the holders of the Class B Units may convert up to 50% of the Outstanding Class B Units (equaling or exceeding the Minimum Conversion Amount) into Common Units on a one-for-one basic basis in the same manner as Section 5.10(c)(i5.9(c)(i). (iii) If the Common Units had a VWAP Price of $30.00, as adjusted for splits, combinations and other similar transactions after the date hereof, or more as of any date during the quarter ending March 31, 2014, then on or after April 1, 2014, the holders of the Class B Units may convert up to 50% of the Outstanding Class B Units (equaling or exceeding the Minimum Conversion Amount) into Common Units on a one-for-one basis in the same manner as Section 5.10(c)(i5.9(c)(i). (iv) The Class B Units eligible to convert pursuant to Sections 5.10(c)(i5.9(c)(i), (ii5.9(c)(ii) and (iii5.9(c)(iii) shall be determined on a unitholder-by-unitholder basis, such that the same proportion of each such holder’s Class B Units shall be eligible to convert as a result the occurrence of the events described therein. (v) At any time on or after July 1, 2014 the Partnership, in its sole discretion, may convert all, but not less than all, of the Outstanding Class B Units into Common Units on a one-for-one basis. The Partnership shall deliver to each holder of Class B Units (A) a written notice at least five (5) Business Days prior to the date of the expected conversion and (B) a notice on the date of conversion pursuant to this Section 5.10(c)(v5.9(c)(v). Immediately as of the close of business on the date of conversion pursuant to this Section 5.10(c)(v5.9(c)(v), the Class B Units shall automatically convert into Common Units on a one-for-one basis. (vi) Upon conversion, the rights of a holder of converted Class B Units as holder of Class B Units shall cease with respect to such converted Class B Units, including any rights under this Agreement with respect to holders of Class B Units, and such Person shall continue to be a Limited Partner and have the rights of a holder of Common Units under this Agreement. Each Class B Unit shall, upon its Conversion Date, be deemed to be transferred to, and cancelled by, the Partnership in exchange for the issuance of the Common Unit into which such Class B Unit converted. (vii) 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 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 shares are to be issued in a name other than the holder’s name. Nothing herein shall preclude any tax withholding required by law or regulation. (viii) (A) 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 LP Units to the extent provided in, and in accordance with, this Section 5.10(c5.9(c).