Common use of Redemption Rights of Qualifying Parties Clause in Contracts

Redemption Rights of Qualifying Parties. 8.5.1 On the fifth anniversary of the issuance of the Class A Convertible Preferred Units (but not prior to nor following such date (provided that a Notice of Redemption may be delivered prior to such fifth anniversary)), subject to Section 11.6.3, a Qualifying Party, but no other Limited Partner or Assignee, shall have the right (subject to the terms and conditions set forth herein) to require the Partnership to redeem (a “Redemption”) all or a portion of the Class A Convertible Preferred Units held by such Qualifying Party (such Class A Convertible Preferred Units being hereafter referred to as “Tendered Units”) in exchange for the Cash Amount payable on the Specified Redemption Date. For purposes of this Section 8.5.1, “Cash Amount” means an amount equal to the product of (x) the sum of (i) the Class A Convertible Preferred Unit Liquidation Preference Amount, plus (ii) all accumulated and all declared but unpaid distributions relating to a Class A Convertible Preferred Unit, multiplied by (y) the number of Tendered Units, payable, at the General Partner’s sole and exclusive option, in cash or pursuant to a promissory note maturing five (5) years from the date of issuance and having an interest rate at prevailing market terms (as determined in the sole discretion of the General Partner) and otherwise in a form acceptable to the General Partner.

Redemption Rights of Qualifying Parties. 8.5.1 On the fifth anniversary of the issuance of the Class A Convertible Preferred Units (but not prior to nor following such date (provided that a Notice of Redemption may be delivered prior to such fifth anniversary)), subject to Section 11.6.3, a Qualifying Party, but no other Limited Partner or Assignee, shall have the right (subject to the terms and conditions set forth herein) to require the Partnership to redeem (a “Redemption”) all or a portion of the Class A Convertible Preferred Units held by such Qualifying Party (such Class A Convertible Preferred Units being hereafter referred to as “Tendered Units”) in exchange for either (A) the Cash Amount payable on the Specified Redemption Date, or (B) the number of Common Units equal to the quotient of the Cash Amount divided by the Value of a Common Unit on the Specified Redemption Date. For purposes of this Section 8.5.1, “Cash Amount” means an amount equal to the product of (x) the sum of (i) the Class A Convertible Preferred Unit Liquidation Preference Amount, plus (ii) all accumulated and all declared but unpaid distributions relating to a Class A Convertible Preferred Unit, multiplied by (y) the number of Tendered Units, payable, at the General Partner’s sole and exclusive option, in cash or pursuant to a promissory note maturing five (5) years from the date of issuance and having an interest rate at prevailing market terms (as determined in the sole discretion of the General Partner) and otherwise in a form acceptable to the General Partner.