Common use of Conversion of the Class B Units Clause in Contracts

Conversion of the Class B Units. (a) Upon written notice to the Company (a “Conversion Notice”), a holder of Class B Units will have the right to require the Company to convert: (i) up to one-half of the Class B Units held by such holder on or at any time after the first anniversary of the closing of the Initial Public Offering; (ii) all or any portion of the Class B Units held by such holder on or at any time after the second anniversary of the closing of the Initial Public Offering; and (iii) upon the occurrence of an Acceleration Vesting Event in respect of such holder, all or any portion of the Class B Units held by such holder; in each case into Common Units on a one-for-one basis. (b) Upon election by any holder of Class B Units to cause the conversion of Class B Units in accordance with this Section 5.10, each converting holder shall deliver the Conversion Notice and the Certificates representing such Class B Units to the Company in proper transfer form. Upon receipt of such Conversion Notice and Certificates, the Company shall issue the Common Units issuable upon conversion. Each Class B Unit shall be cancelled by the Company upon its conversion. (c) A Common Unit that has been converted from a Class B Unit pursuant to this Section 5.10 shall be subject to the provisions of Section 5.9(b) and Section 6.1(d)(x). (d) The issuance or delivery of any Certificates for Common Units upon the conversion of Class B Units will be made without charge to the converting holder of Class B Units for such Certificates 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 converted; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any such Certificate in a name other than that of the holder of the Class B Units converted, and the Company shall not be required to issue or deliver such Certificates unless or until the Persons requesting the issuance or delivery thereof shall have paid to the Company the amount of such tax or shall have established to the reasonable satisfaction of the Partnership that such tax has been paid. (e) The Class B Units may be subject to forfeiture to the Company upon the occurrence of any event specified in any agreement, plan or arrangement, including any employment agreement, grant agreement or an employee benefit plan, pursuant to which Class B Units were granted to such Person.

Conversion of the Class B Units. (a) Upon written notice to the Company (a “Conversion Notice”), a holder of Class B Units will have the right to require the Company to convert: (i) up to one-half of the Class B Units held by such holder on or at any time after the first anniversary of the closing of the Initial Public Offering; (ii) all or any portion of the Class B Units held by such holder on or at any time after the second anniversary of the closing of the Initial Public Offering; and (iii) upon the occurrence of an Acceleration Vesting Event in respect of such holder, all or any portion of the Class B Units held by such holder; in each case into Common Units on a one-for-one basis. (b) Upon election by any holder of Class B Units to cause the conversion of Class B Units in accordance with this Section 5.105.11, each converting holder shall deliver the Conversion Notice and the Certificates representing such Class B Units to the Company in proper transfer form. Upon receipt of such Conversion Notice and Certificates, the Company shall issue the Common Units issuable upon conversion. Each Class B Unit shall be cancelled by the Company upon its conversion. (c) A Common Unit that has been converted from a Class B Unit pursuant to this Section 5.10 5.11 shall be subject to the provisions of Section 5.9(b) and Section 6.1(d)(x). (d) The issuance or delivery of any Certificates for Common Units upon the conversion of Class B Units will be made without charge to the converting holder of Class B Units for such Certificates 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 converted; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any such Certificate in a name other than that of the holder of the Class B Units converted, and the Company shall not be required to issue or deliver such Certificates unless or until the Persons requesting the issuance or delivery thereof shall have paid to the Company the amount of such tax or shall have established to the reasonable satisfaction of the Partnership that such tax has been paid. (e) The Class B Units may be subject to forfeiture to the Company upon the occurrence of any event specified in any agreement, plan or arrangement, including any employment agreement, grant agreement or an employee benefit plan, pursuant to which Class B Units were granted to such Person.

Conversion of the Class B Units. (a) Upon written notice to the Company General Partner (a “Conversion Notice”), a holder of the Initial Class B Units Holders will have the right to require the Company Partnership to convert: (i) up to one-half of the Class B Units held by each such holder Initial Class B Holder on or at any time after the first anniversary of the closing of the Initial Public OfferingFebruary 15, 2007; (ii) all or any portion of the Class B Units held by each such holder Initial Class B Holder on or at any time after the second anniversary of the closing of the Initial Public Offering; andFebruary 15, 2008; (iii) upon the occurrence of an Acceleration Vesting a Termination Event in respect of such holderany Initial Class B Holder, all or any portion of the Class B Units held by such holderInitial Class B Holder; in each case and (iv) upon a Change of Control, all or any portion of the Class B Units held by any Initial Class B Holder who has remained continuously employed by the General Partner or its Affiliates, into Common Units on a one-for-one basis. (b) Upon election by any holder of Initial Class B Units Holder to cause the conversion of Class B Units in accordance with this Section 5.105.6, each converting holder shall deliver the Conversion Notice and the Certificates representing such Class B Units to the Company General Partner in proper transfer form. Upon receipt of such Conversion Notice and CertificatesCertificate, the Company General Partner shall issue a Certificate representing the Common Units issuable upon conversion. Each Class B Unit shall be cancelled by the Company General Partner upon its conversion. (c) A Common Class B Unit that has been converted from into a Class B Common Unit pursuant to this Section 5.10 5.6 shall be subject to the provisions of Section 5.9(b) and Section 6.1(d)(x6.4(b). (d) The issuance or delivery of any Certificates for Common Units upon the conversion of Class B Units will be made without charge to the converting holder of Class B Units for such Certificates 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 converted; provided, however, that the Company Partnership shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any such Certificate in a name other than that of the holder of the Class B Units converted, and the Company Partnership shall not be required to issue or deliver such Certificates unless or until the Persons requesting the issuance or delivery thereof shall have paid to the Company Partnership the amount of such tax or shall have established to the reasonable satisfaction of the Partnership that such tax has been paid. (e) The If an Initial Class B Holder’s employment with the General Partner or its Affiliate is terminated for any reason other than a Termination Event prior to the vesting of all or a portion of the Class B Units may held by such Initial Class B Holder, the unvested Class B Units shall be forfeited and distributed pro rata to the Contributing Parties based on their respective ownership of Class B membership interests (other than any unvested Class B membership interests) in the MLP General Partner immediately prior to the Closing Date. Any Class B Units distributed to any Contributing Party pursuant to this Section 5.6(e) shall no longer be subject to forfeiture to the Company upon vesting provisions contained in this Section 5.6(a) and shall be convertible into Common Units on a one-for-one basis at the occurrence election of any event specified in any agreement, plan or arrangement, including any employment agreement, grant agreement or an employee benefit plan, pursuant to which Class B Units were granted to such Personholder.