Right of First Option. (a) Except as set forth in Section 10.6, without the consent of both of the General Partners, no Partner may Transfer less than all of its Units and no Partner may Transfer its Units for consideration other than cash. Any Limited Partner (or Limited Partners, if there are Affiliated Limited Partners) and its (or their) Affiliated General Partner desiring to Transfer all of their Units (together, the "Selling Partners") shall give written notice (the "Initial Notice") to the Partnership and the other Partners (the "Offeree Partners") stating that the Selling Partners desire to Transfer their Units and stating the cash purchase price and all other terms on which they are willing to sell (the "Offer Terms"). Delivery of an Initial Notice shall constitute the irrevocable offer of the Selling Partners to sell their Units to the Offeree Partners hereunder. (b) The Offeree Partners shall have the option, exercisable by delivering written notice (the "Acceptance Notice") of such exercise to the Selling Partners within 45 days of the date of the Initial Notice, to elect to purchase all of the Units of the Selling Partners on the Offer Terms described in the Initial Notice. If all of the Offeree Partners deliver an Acceptance Notice, then all of the Units shall be transferred to the Offeree Partners on a pro rata basis (based on the ratio of the number of Units owned by each Offeree Partner delivering an Acceptance Notice to the number of Units owned by all Offeree Partners delivering an Acceptance Notice or on any other basis that shall be mutually agreed upon between the Offeree Partners delivering an Acceptance Notice). If less than all of the Offeree Partners deliver an Acceptance Notice, the Selling Partners shall give written notice thereof (the "Additional Notice") to the Offeree Partners electing to purchase, and such Offeree Partners shall have the option, exercisable by delivery of an Acceptance Notice of such exercise to the Selling Partners within 15 days of such Additional Notice, to purchase all of the Units, including the Units it had not previously elected to purchase; provided, however, that any election by an Offeree Partner not to purchase all such Units shall be deemed a rescission of such Offeree Partner's original Acceptance Notice and an election not to purchase any of the Units of the Selling Partners. The Acceptance Notice shall set a date for closing the purchase, such date to be not less than 30 nor more than 90 days after delivery of the Acceptance Notice; provided that such time period shall be subject to extension as reasonably necessary (up to a maximum of an additional 120 days after such 90 day period) in order to comply with any applicable filing and waiting period requirements under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act. The closing shall be held at the Partnership's offices. The purchase price for the Selling Partners' Units shall be paid in cash delivered at the closing. The purchase shall be consummated by appropriate and customary documentation (including the giving of representations and warranties substantially similar to those set forth in Sections 2.1 through 2.3 of the Second Master Transaction Agreement). (c) If none of the Offeree Partners elect to purchase the Selling Partners' Units within 45 days after the receipt of the Initial Notice, the Selling Partners shall have a further 180 days during which they may, subject to Sections 10.2(d) and (e), consummate the sale of their Units to a third party purchaser at a purchase price and on such other terms that are no more favorable to such purchaser than the Offer Terms. If the sale is not completed within such further 180-day period, the Initial Notice shall be deemed to have expired and a new notice and offer shall be required before the Selling Partners may make any Transfer of their Units. (d) Before the Selling Partners may consummate a Transfer of their Units to a third party in accordance with this Agreement, the Selling Partners shall demonstrate to the Offeree Partners that the Person willing to serve as the proposed purchaser's guarantor under the agreement contemplated by Section 10.2(e)(vi) has outstanding indebtedness that is rated investment grade by ▇▇▇▇▇'▇ Investors Service, Inc. and Standard & Poor's Corporation, or if such Person has no rated indebtedness outstanding, such Person shall provide an opinion from a nationally recognized investment banking firm that such Person could be reasonably expected to obtain such ratings. (e) Notwithstanding the foregoing provisions of this Section 10.2, a Partner may Transfer its Units (other than pursuant to Section 10.6) only if all of the following occur: (i) The Transfer is accomplished in a non-public offering in compliance with, and exempt from, the registration and qualification requirements of all federal and state securities laws and regulations. (ii) The Transfer does not cause a default under any material contract to which the Partnership is a party or by which the Partnership or any of its properties is bound. (iii) The transferee executes an appropriate agreement to be bound by this Agreement. (iv) The transferor and/or transferee bears all reasonable costs incurred by the Partnership in connection with the Transfer. (v) The business and activities of the transferee comply with Section 9.6. (vi) The guarantor of the transferee satisfies the criteria set forth in Section 10.2(d) and delivers an agreement to the ultimate parent entity of the Offeree Partners and to the Partnership, substantially in the form of the Amended and Restated Parent Agreement. (vii) The proposed transferor is not in default in the timely performance of any of its material obligations to the Partnership. (viii) The provisions of Section 10.3 are satisfied.
Appears in 3 contracts
Sources: Limited Partnership Agreement (Lyondell Chemical Co), Limited Partnership Agreement (Millennium Chemicals Inc), Limited Partnership Agreement (Equistar Chemicals Lp)
Right of First Option. (a) Except as set forth in Section 10.6, without Without the consent of both of the General Partnersother Parent, no Partner Parent may Transfer less than all of its Units and Partner Sub Stock. Unless such Transfer is otherwise permitted by Section 2.1, no Partner Parent may Transfer its Units Partner Sub Stock for consideration other than cash. Any Limited Partner Unless such Transfer is otherwise permitted by Section 2.1, a Parent (or Limited Partners, if there are Affiliated Limited Partnersthe "Selling Parent") and its (or their) Affiliated General Partner desiring to Transfer all of their Units its Partner Sub Stock to any Person (together, including the "Selling Partners"other Parent or any Affiliate thereof) shall give written notice (the "Initial Notice") to the Partnership and the other Partners Parent (the "Offeree PartnersParent") stating that the Selling Partners desire Parent desires to Transfer their Units its Partner Sub Stock and stating the cash purchase price and all other terms on which they are it is willing to sell (the "Offer Terms"). Delivery of an Initial Notice shall constitute the irrevocable offer of the Selling Partners Parent to sell their Units its Partner Sub Stock to the Offeree Partners Parent hereunder.
(b) The Offeree Partners Parent shall have the option, exercisable by delivering written notice (the "Acceptance Notice") of such exercise to the Selling Partners Parent within 45 days of the date of the Initial Notice, to elect to purchase all of the Units Partner Sub Stock of the Selling Partners Parent on the Offer Terms described in the Initial Notice. If all of the Offeree Partners deliver an Acceptance Notice, then all of the Units shall be transferred to the Offeree Partners on a pro rata basis (based on the ratio of the number of Units owned by each Offeree Partner delivering an Acceptance Notice to the number of Units owned by all Offeree Partners delivering an Acceptance Notice or on any other basis that shall be mutually agreed upon between the Offeree Partners delivering an Acceptance Notice). If less than all of the Offeree Partners deliver an Acceptance Notice, the Selling Partners shall give written notice thereof (the "Additional Notice") to the Offeree Partners electing to purchase, and such Offeree Partners shall have the option, exercisable by delivery of an Acceptance Notice of such exercise to the Selling Partners within 15 days of such Additional Notice, to purchase all of the Units, including the Units it had not previously elected to purchase; provided, however, that any election by an Offeree Partner not to purchase all such Units shall be deemed a rescission of such Offeree Partner's original Acceptance Notice and an election not to purchase any of the Units of the Selling Partners. The Acceptance Notice shall set a date for closing the purchase, such date to be not less than 30 nor more than 90 days after delivery of the Acceptance Notice; provided that such time period shall be subject to extension as reasonably necessary (up to a maximum of an additional 120 days after such 90 day period) in order to comply with any applicable filing and waiting period requirements under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act. The closing shall be held at the Partnership's offices. The purchase price for the Selling Partners' Units Parent's Partner Sub Stock shall be paid in cash delivered at the closing. The purchase shall be consummated by appropriate and customary documentation (including the giving of representations and warranties substantially similar to (i) those set forth in Sections 2.1 through 2.3 2.4 of the Second Initial Master Transaction AgreementAgreement and (ii) customary representations and warranties regarding the Selling Parent's title to its Partner Sub Stock).
(c) If none of the Offeree Partners Parent does not elect to purchase all of the Selling Partners' Units Parent's Partner Sub Stock within 45 days after the receipt of the Initial Notice, the Selling Partners Parent shall have a further 180 days during which they it may, subject to Sections 10.2(d2.2(d) and (e), consummate the sale of their Units its Partner Sub Stock to a third party purchaser at a purchase price and on such other terms that are no more favorable to such purchaser than the Offer Terms. If the sale is not completed within such further 180-day period, the Initial Notice shall be deemed to have expired and a new notice and offer shall be required before the Selling Partners Parent may make any Transfer of their Unitsits Partner Sub Stock.
(d) Before the Selling Partners Parent may consummate a Transfer of their Units its Partner Sub Stock to a third party in accordance with this Agreement, the Selling Partners Parent shall demonstrate to the Offeree Partners other Parent that such proposed purchaser (or the Person willing to serve as the proposed purchaser's its guarantor under the agreement as contemplated by Section 10.2(e)(vi2.2(e)) has outstanding indebtedness that is rated investment grade by either ▇▇▇▇▇'▇ Investors Service, Investor Services Inc. and or Standard & Poor's CorporationLtd., or if such Person proposed purchaser (or such other Person) has no rated indebtedness outstanding, such Person shall provide an opinion from one of such entities or from a nationally recognized investment banking firm that such Person it could be reasonably expected to obtain such ratingsa rating.
(e) Notwithstanding the foregoing provisions of this Section 10.22.2, a Partner Parent may Transfer its Units Partner Sub Stock (other than pursuant to Section 10.62.1) only if all of the following occur:
(i) The Transfer is accomplished in a non-public offering in compliance with, and exempt from, the registration and qualification requirements of all federal and state securities laws and regulations.
(ii) The Transfer does not cause a default under any material contract which has been approved unanimously by the Partnership Governance Committee (as defined in the Partnership Agreement) and to which the Partnership is a party or by which the Partnership or any of its properties is bound.
(iii) The transferee executes an appropriate agreement to be bound by this Agreement.
(iv) The transferor and/or transferee bears all reasonable costs incurred by the Partnership in connection with the Transfer.
(v) The business and activities of transferee (or the transferee comply with Section 9.6.
(vi) The guarantor of the transferee obligations of the transferee) satisfies the criteria set forth in Section 10.2(d2.2(d) and delivers an agreement to the ultimate parent entity of other Parent and the Offeree Partners and to the Partnership, Partnership substantially in the form of the Amended and Restated Parent this Agreement.
(viivi) The proposed transferor is not in default in the timely performance of any of its material obligations to the Partnership.
(viiivii) The provisions of Section 10.3 2.2(f) are satisfied.
(f) No Parent may Transfer the Partner Sub Stock of any of its Partner Subs to any Person unless such Parent simultaneously Transfers the Partner Sub Stock of its other Partner Sub or Partner Subs (if the Parent has more than one Partner Sub), to such Person or a wholly owned Affiliate of such Person or of a common parent.
Appears in 3 contracts
Sources: Parent Agreement (Equistar Chemicals Lp), Parent Agreement (Lyondell Chemical Co), Parent Agreement (Millennium Chemicals Inc)
Right of First Option. Borrower agrees that, during the period from and after the date hereof and ending on the earlier of (ai) Except as set forth the date which is three (3) months after the date of prepayment in Section 10.6, without full Outstanding Loan Amount together with all Interest thereon and (ii) the consent of both occurrence of the General PartnersTerm Loan Commitment Termination Date pursuant to clause (iii) of the definition thereof, no Partner may Transfer less than all it will not, and will not permit either Parent or any of its Units and no Partner may Transfer its Units for consideration Parents’ respective Subsidiaries to, issue or sell to, or borrow from, an unaffiliated party (“Third-Party Lender”), any funded Indebtedness under which advances are made to Borrower, such Parent or Subsidiary, as applicable, based upon residual or subordinated interests in Financing SPCs or Warehouse Facilities, other than cash. Any Limited Partner Excluded Indebtedness (as defined below) (“Additional Residual Indebtedness”), unless Borrower, such Parent or Limited PartnersSubsidiary, if there are Affiliated Limited Partners) and its (or their) Affiliated General Partner desiring to Transfer all of their Units (togetheras applicable, the "Selling Partners") shall give first submits a written notice (the "Initial “Additional Residual Indebtedness Notice"”) to Lender identifying the Partnership date of such proposed issuance, sale or funding and the other Partners (aggregate principal amount proposed to be issued, sold or funded, and offering Lender the "Offeree Partners") stating that opportunity to purchase or fund all, but not less than all, of the Selling Partners desire aggregate principal amount of such Additional Residual Indebtedness on terms and conditions, including pricing terms, not less favorable to Transfer their Units and stating the cash purchase price and all other terms Lender than those on which they are willing Borrower, such Parent or Subsidiary, as applicable, proposes to issue or sell (to, or borrow from, any Third-Party Lender such Additional Residual Indebtedness. If such Additional Residual Indebtedness is sold to, or funded by, other Third-Party Lenders on varying terms, the "Offer Terms")Lender’s terms and conditions shall be the same as those most favorable to the prospective Third-Party Lenders. Delivery The offer by Borrower, such Parent or Subsidiary, as applicable, to Lender pursuant to this Section to purchase or fund the Additional Residual Indebtedness shall remain open and irrevocable for a period of an Initial Notice shall constitute the irrevocable offer 15 days following receipt by Lender of the Selling Partners to sell their Units to the Offeree Partners hereunder.
(b) The Offeree Partners Additional Residual Indebtedness Notice. Lender shall have the optionright to purchase or fund all, exercisable but not less than all, of the aggregate principal amount of such Additional Residual Indebtedness by delivering giving written notice of its intent to do so (the "Acceptance Notice") of such exercise to the Selling Partners within 45 days of the date of the Initial Notice, to elect to purchase all of the Units of the Selling Partners on the Offer Terms described in the Initial Notice. If all of the Offeree Partners deliver an Acceptance Notice, then all of the Units shall be transferred to the Offeree Partners on a pro rata basis (based on the ratio of the number of Units owned by each Offeree Partner delivering an Acceptance Notice to the number of Units owned by all Offeree Partners delivering an Acceptance Notice or on any other basis that shall be mutually agreed upon between the Offeree Partners delivering an Acceptance Notice). If less than all of the Offeree Partners deliver an Acceptance Notice, the Selling Partners shall give written notice thereof (the "“Additional Notice"Residual Indebtedness Acceptance”) to the Offeree Partners electing to purchasesuch Borrower, and such Offeree Partners shall have the optionParent or Subsidiary, exercisable by delivery of an Acceptance Notice of such exercise to the Selling Partners as applicable, within 15 days of such Additional Notice, to purchase all of the Units, including the Units it had not previously elected to purchase; provided, however, that any election by an Offeree Partner not to purchase all such Units shall be deemed a rescission of such Offeree Partner's original Acceptance Notice and an election not to purchase any of the Units of the Selling Partners. The Acceptance Notice shall set a date for closing the purchase, such date to be not less than 30 nor more than 90 days after delivery of the Acceptance Notice; provided that such time period shall be subject to extension as reasonably necessary (up to a maximum of an additional 120 days after such 90 day period) in order to comply with any applicable filing and waiting period requirements under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act. The closing shall be held at the Partnership's offices. The purchase price for the Selling Partners' Units shall be paid in cash delivered at the closing. The purchase shall be consummated by appropriate and customary documentation (including the giving of representations and warranties substantially similar to those set forth in Sections 2.1 through 2.3 of the Second Master Transaction Agreement).
(c) If none of the Offeree Partners elect to purchase the Selling Partners' Units within 45 days after the Lender’s receipt of the Initial Additional Residual Indebtedness Notice. Each Additional Residual Indebtedness Acceptance shall constitute a valid, legally binding and enforceable agreement for the Selling Partners shall have a further 180 days during which they may, subject to Sections 10.2(d) and (e), consummate the sale of their Units to a third party purchaser at a purchase price and on such other terms that are no more favorable to such purchaser than the Offer Terms. If the sale is not completed within such further 180-day period, the Initial Notice shall be deemed to have expired and a new notice and offer shall be required before the Selling Partners may make any Transfer of their Units.
(d) Before the Selling Partners may consummate a Transfer of their Units to a third party in accordance with this Agreement, the Selling Partners shall demonstrate to the Offeree Partners that the Person willing to serve as the proposed purchaser's guarantor under the agreement contemplated by Section 10.2(e)(vi) has outstanding indebtedness that is rated investment grade by ▇▇▇▇▇'▇ Investors Service, Inc. and Standard & Poor's Corporationof, or if such Person has no rated indebtedness outstandingfunding by, such Person shall provide an opinion from a nationally recognized investment banking firm that such Person could be reasonably expected to obtain such ratings.
(e) Notwithstanding the foregoing provisions of this Section 10.2, a Partner may Transfer its Units (other than pursuant to Section 10.6) only if all Lender of the following occur:
Additional Residual Indebtedness so elected to be purchased or funded. As used herein, “Excluded Indebtedness” shall mean: (i) The Transfer is accomplished in Indebtedness outstanding from time to time under one or more Securitization Transactions or Warehouse Facilities (including swingline or other tranches of Indebtedness within a non-public offering in compliance with, and exempt from, the registration and qualification requirements of all federal and state securities laws and regulations.
Warehouse Facility); (ii) The Transfer does not cause a default any Indebtedness under those certain 12.625% Senior Secured Notes due 2017 issued by Parent and comparable note issuances secured in part by residual cash flows; and (ii) any material contract Indebtedness and secured by (incurred to acquire) inventory, real estate or equipment which the Partnership is a party or also secured in part by which the Partnership or any of its properties is boundresidual cash flows.
(iii) The transferee executes an appropriate agreement to be bound by this Agreement.
(iv) The transferor and/or transferee bears all reasonable costs incurred by the Partnership in connection with the Transfer.
(v) The business and activities of the transferee comply with Section 9.6.
(vi) The guarantor of the transferee satisfies the criteria set forth in Section 10.2(d) and delivers an agreement to the ultimate parent entity of the Offeree Partners and to the Partnership, substantially in the form of the Amended and Restated Parent Agreement.
(vii) The proposed transferor is not in default in the timely performance of any of its material obligations to the Partnership.
(viii) The provisions of Section 10.3 are satisfied.
Appears in 2 contracts
Sources: Loan and Servicing Agreement (DT Acceptance Corp), Loan and Servicing Agreement (DT Acceptance Corp)
Right of First Option. (a) Except as set forth in Section 10.6, without the consent of both all of the General Partners, no Partner may Transfer less than all of its Units and no Partner may Transfer its Units for consideration other than cash. Any Limited Partner (or Limited Partners, if there are Affiliated Limited Partners) and its (or their) Affiliated General Partner desiring to Transfer all of their Units (together, the "Selling Partners") shall give written notice (the "Initial Notice") to the Partnership and the other Partners (the "Offeree Partners") stating that the Selling Partners desire to Transfer their Units and stating the cash purchase price and all other terms on which they are willing to sell (the "Offer Terms"). Delivery of an Initial Notice shall constitute the irrevocable offer of the Selling Partners to sell their Units to the Offeree Partners hereunder.
(b) The Offeree Partners shall have the option, exercisable by delivering written notice (the "Acceptance Notice") of such exercise to the Selling Partners within 45 days of the date of the Initial Notice, to elect to purchase all of the Units of the Selling Partners on the Offer Terms described in the Initial Notice. If all of the Offeree Partners deliver an Acceptance Notice, then all of the Units shall be transferred to the Offeree Partners on a pro rata basis (based on the ratio of the number of Units owned by each Offeree Partner delivering an Acceptance Notice to the number of Units owned by all Offeree Partners delivering an Acceptance Notice or on any other basis that shall be mutually agreed upon between the Offeree Partners delivering an Acceptance Notice). If less than all of the Offeree Partners deliver an Acceptance Notice, the Selling Partners shall give written notice thereof (the "Additional Notice") to the Offeree Partners electing to purchase, and such Offeree Partners shall have the option, exercisable by delivery of an Acceptance Notice of such exercise to the Selling Partners within 15 days of such Additional Notice, to purchase all of the Units, including the Units it had not previously elected to purchase; provided, however, that any election by an Offeree Partner not to purchase all such Units shall be deemed a rescission of such Offeree Partner's original Acceptance Notice and an election not to purchase any of the Units of the Selling Partners. The Acceptance Notice shall set a date for closing the purchase, such date to be not less than 30 nor more than 90 days after delivery of the Acceptance Notice; provided that such time period shall be subject to extension as reasonably -------- necessary (up to a maximum of an additional 120 days after such 90 day period) in order to comply with any applicable filing and waiting period requirements under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act. The closing shall be held at the Partnership's offices. The purchase price for the Selling Partners' Units shall be paid in cash delivered at the closing. The purchase shall be consummated by appropriate and customary documentation (including the giving of representations and warranties substantially similar to those set forth in Sections 2.1 through 2.3 of the Second Master Transaction Agreement).
(c) If none of the Offeree Partners elect to purchase the Selling Partners' Units within 45 days after the receipt of the Initial Notice, the Selling Partners shall have a further 180 days during which they may, subject to Sections 10.2(d) and (e), consummate the sale of their Units to a third party ------------------------ purchaser at a purchase price and on such other terms that are no more favorable to such purchaser than the Offer Terms. If the sale is not completed within such further 180-day period, the Initial Notice shall be deemed to have expired and a new notice and offer shall be required before the Selling Partners may make any Transfer of their Units.
(d) Before the Selling Partners may consummate a Transfer of their Units to a third party in accordance with this Agreement, the Selling Partners shall demonstrate to the Offeree Partners that the Person willing to serve as the proposed purchaser's guarantor under the agreement contemplated by Section ------- 10.2(e)(vi) has outstanding indebtedness that is rated investment grade by ----------- ▇▇▇▇▇'▇ Investors Service, Inc. and Standard & Poor's Corporation, or if such Person has no rated indebtedness outstanding, such Person shall provide an opinion from a nationally recognized investment banking firm that such Person could be reasonably expected to obtain such ratings.
(e) Notwithstanding the foregoing provisions of this Section 10.2, a ------------ Partner may Transfer its Units (other than pursuant to Section 10.6) only if all ------------ of the following occur:
(i) The Transfer is accomplished in a non-public offering in compliance with, and exempt from, the registration and qualification requirements of all federal and state securities laws and regulations.
(ii) The Transfer does not cause a default under any material contract to which the Partnership is a party or by which the Partnership or any of its properties is bound.
(iii) The transferee executes an appropriate agreement to be bound by this Agreement.
(iv) The transferor and/or transferee bears all reasonable costs incurred by the Partnership in connection with the Transfer.
(v) The business and activities of the transferee comply with Section 9.6.. -----------
(vi) The guarantor of the transferee satisfies the criteria set forth in Section 10.2(d) and delivers an agreement to the ultimate --------------- parent entity of the Offeree Partners and to the Partnership, substantially in the form of the Amended and Restated Parent Agreement.
(vii) The proposed transferor is not in default in the timely performance of any of its material obligations to the Partnership.
(viii) The provisions of Section 10.3 are satisfied.. ------------
Appears in 2 contracts
Sources: Limited Partnership Agreement (Equistar Chemicals Lp), Limited Partnership Agreement (Lyondell Chemical Co)
Right of First Option. (a) Except as set forth in Section 10.6, without Without the consent of both each of the General Partnersother Parents, no Partner Parent may Transfer less than all of its Units Partner Sub Stock, and unless such Transfer is otherwise permitted by Section 2.1, no Partner Parent may Transfer its Units Partner Sub Stock for consideration other than cash. Any Limited Partner Unless such Transfer is otherwise permitted by Section 2.1, any Parent (or Limited Partners, if there are Affiliated Limited Partnersthe "Selling Parent") and its (or their) Affiliated General Partner desiring to Transfer all of their Units its Partner Sub Stock to any person (together, the "Selling Partners"including another Parent or any Affiliate thereof) shall give written notice (the "Initial Notice") to the Partnership and each of the other Partners Parents (the "Offeree PartnersParents") stating that the Selling Partners desire Parent desires to Transfer their Units its Partner Sub Stock and stating the cash purchase price and all other terms on which they are it is willing to sell (the "Offer Terms"). Delivery of an Initial Notice shall constitute the irrevocable offer of the Selling Partners Parent to sell their Units its Partner Sub Stock to the Offeree Partners Parents hereunder.
(b) The Each Offeree Partners Parent shall have the option, exercisable by delivering written notice (the "Acceptance Notice") of such exercise to the Selling Partners Parent within 45 days of the date of the Initial Notice, to elect to purchase all its pro rata share in the case of both of the Units of limited partner and the Selling Partners on the Offer Terms described in the Initial Notice. If all of the Offeree Partners deliver an Acceptance Notice, then all of the Units shall be transferred to the Offeree Partners on a pro rata basis general partner (based on the ratio of the number of Units owned held by each Offeree its Partner delivering an Acceptance Notice Subs to the number of Units owned held by all of the Partner Subs of the Offeree Partners delivering an Acceptance Notice Parents or on any other basis that shall be mutually agreed upon between the Offeree Partners Parents delivering an Acceptance Notice). If less than ) of all of the Partner Sub Stock of the Selling Parent on the Offer Terms described in the Initial Notice. If one Offeree Partners deliver an Acceptance NoticeParent, but not the other, elects to so purchase, the Selling Partners Parent shall give written notice thereof (the "Additional Notice") to the Offeree Partners Parent electing to purchase, purchase and such Offeree Partners Parent shall have the option, exercisable by delivery of an Acceptance Notice Notice, of such exercise to the Selling Partners Parent within 15 days of such Additional Noticenotice, to purchase all of the UnitsPartner Sub Stock held by the Selling Parent, including the Units Partner Sub Stock it had has not previously elected to purchase; provided, however, that any election by an Offeree Partner Parent not to purchase all such Units Partner Sub Stock shall be deemed a rescission of such Offeree PartnerParent's original Acceptance Notice and an election not to purchase any of the Units Partner Sub Stock of the Selling PartnersParent. The Each Acceptance Notice shall set a date for closing the purchase, such date to be not less than 30 nor more than 90 days after delivery of the Acceptance Notice; provided that such time period shall be subject to extension as reasonably necessary (up to a maximum of an additional 120 days after such 90 day period) in order to comply with any applicable filing and waiting period requirements under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act. The closing shall be held at the Partnership's offices. The purchase price for the Selling Partners' Units Parent's Partner Sub Stock shall be paid in cash delivered at the closing. The purchase shall be consummated by appropriate and customary documentation (including the giving of representations and warranties substantially similar to (i) in the case of Lyondell or Millennium, those set forth in Sections 2.1 through 2.3 2.4 of the Initial Master Transaction Agreement, and in the case of the Occidental Parent, those set forth in Section 2.2 of the Second Master Transaction Agreement, and (ii) customary representations and warranties regarding the Selling Parent's title to its Partner Sub Stock).
(c) If none one or both of the Offeree Partners Parents does not elect to purchase all of the Selling Partners' Units Parent's Partner Sub Stock within 45 days after the receipt of the Initial Notice or within 15 days after the receipt of the Additional Notice, if applicable, the Selling Partners Parent shall have a further 180 days during which they it may, subject to Sections 10.2(d2.2(d) and (e), consummate the sale of their Units its Partner Sub Stock to a third party purchaser at a purchase price and on such other terms that are no more favorable to such purchaser than the Offer Terms. If the sale is not completed within such further 180-day period, the Initial Notice shall be deemed to have expired and a new notice and offer shall be required before the Selling Partners Parent may make any Transfer of their Unitsits Partner Sub Stock.
(d) Before the Selling Partners Parent may consummate a Transfer of their Units its Partner Sub Stock to a third party in accordance with this Agreement, the Selling Partners Parent shall demonstrate to the Offeree Partners other two Parents that such proposed purchaser (or the Person willing to serve as the proposed purchaser's its guarantor under the agreement as contemplated by Section 10.2(e)(vi2.2(e)) has outstanding indebtedness that is rated investment grade by either ▇▇▇▇▇'▇ Investors Service, Investor Services Inc. and or Standard & Poor's CorporationLtd, or if such Person proposed purchaser (or such other Person) has no rated indebtedness outstanding, such Person shall provide an opinion from one of such entities or from a nationally recognized investment banking firm that such Person it could be reasonably expected to obtain such ratingsa rating.
(e) Notwithstanding the foregoing provisions of this Section 10.22.2, a Partner Parent may Transfer its Units Partner Sub Stock (other than pursuant to Section 10.62.1) only if all of the following occur:
(i) The Transfer is accomplished in a non-public offering in compliance with, and exempt from, the registration and qualification requirements of all federal and state securities laws and regulations.
(ii) The Transfer does not cause a default under any material contract which has been approved unanimously by the Partnership Governance Committee (as defined in the Partnership Agreement) and to which the Partnership is a party or by which the Partnership or any of its properties is bound.
(iii) The transferee executes an appropriate agreement to be bound by this Agreement.
(iv) The transferor and/or transferee bears all reasonable costs incurred by the Partnership in connection with the Transfer.
(v) The business and activities of transferee (or the transferee comply with Section 9.6.
(vi) The guarantor of the transferee obligations of the transferee) satisfies the criteria set forth in Section 10.2(d2.2(d) and delivers an agreement to the ultimate parent entity each of the Offeree Partners other Parents and to the Partnership, Partnership substantially in the form of the Amended and Restated Parent this Agreement.
(viivi) The proposed transferor is not in default in the timely performance of any of its material obligations to the Partnership.
(viiivii) The provisions of Section 10.3 2.2(f) are satisfied.
(f) No Parent may Transfer the Partner Sub Stock of any of its Partner Subs to any Person unless such Parent simultaneously Transfers the Partner Sub Stock of its other Partner Sub or Partner Subs (if the Parent has more than one Partner Sub), to such Person or a wholly-owned Affiliate of such Person or of a common parent.
Appears in 2 contracts
Sources: Parent Agreement (Millennium Chemicals Inc), Parent Agreement (Equistar Funding Corp)
Right of First Option. (a) Except as set forth in Section 10.6, without the consent of both of the General Designating Partners, no Partner may Transfer less than all of its Units and no Partner may Transfer its Units for consideration other than cash. Any Limited Partner (or Limited Partners, if there are Affiliated Limited Partners) and its (or their) Affiliated General Designating Partner desiring to Transfer all of their Units (together, the "“Selling Partners"”) shall give written notice (the "“Initial Notice"”) to the Partnership and the other Partners (the "“Offeree Partners"”) stating that the Selling Partners desire to Transfer their Units and stating the cash purchase price and all other terms on which they are willing to sell (the "“Offer Terms"”). Delivery of an Initial Notice shall constitute the irrevocable offer of the Selling Partners to sell their Units to the Offeree Partners hereunder.
(b) The Offeree Partners shall have the option, exercisable by delivering written notice (the "“Acceptance Notice"”) of such exercise to the Selling Partners within 45 days of the date of the Initial Notice, to elect to purchase all of the Units of the Selling Partners on the Offer Terms described in the Initial Notice. If all of the Offeree Partners deliver an Acceptance Notice, then all of the Units shall be transferred to the Offeree Partners on a pro rata basis (based on the ratio of the number of Units owned by each Offeree Partner delivering an Acceptance Notice to the number of Units owned by all Offeree Partners delivering an Acceptance Notice or on any other basis that shall be mutually agreed upon between the Offeree Partners delivering an Acceptance Notice). If less than all of the Offeree Partners deliver an Acceptance Notice, the Selling Partners shall give written notice thereof (the "“Additional Notice"”) to the Offeree Partners electing to purchase, and such Offeree Partners shall have the option, exercisable by delivery of an Acceptance Notice of such exercise to the Selling Partners within 15 days of such Additional Notice, to purchase all of the Units, including the Units it had not previously elected to purchase; provided, however, that any election by an Offeree Partner not to purchase all such Units shall be deemed a rescission of such Offeree Partner's ’s original Acceptance Notice and an election not to purchase any of the Units of the Selling Partners. The Acceptance Notice shall set a date for closing the purchase, such date to be not less than 30 nor more than 90 days after delivery of the Acceptance Notice; provided that such time period shall be subject to extension as reasonably necessary (up to a maximum of an additional 120 days after such 90 day period) in order to comply with any applicable filing and waiting period requirements under the ▇H▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act. The closing shall be held at the Partnership's ’s offices. The purchase price for the Selling Partners' ’ Units shall be paid in cash delivered at the closing. The purchase shall be consummated by appropriate and customary documentation (including the giving of representations and warranties substantially similar to those set forth in Sections 2.1 through 2.3 of the Second Master Transaction Agreement).
(c) If none of the Offeree Partners elect to purchase the Selling Partners' ’ Units within 45 days after the receipt of the Initial Notice, the Selling Partners shall have a further 180 days during which they may, subject to Sections 10.2(d) and (e), consummate the sale of their Units to a third party purchaser at a purchase price and on such other terms that are no more favorable to such purchaser than the Offer Terms. If the sale is not completed within such further 180-day period, the Initial Notice shall be deemed to have expired and a new notice and offer shall be required before the Selling Partners may make any Transfer of their Units.
(d) Before the Selling Partners may consummate a Transfer of their Units to a third party in accordance with this Agreement, the Selling Partners shall demonstrate to the Offeree Partners that the Person willing to serve as the proposed purchaser's ’s guarantor under the agreement contemplated by Section 10.2(e)(vi) has outstanding indebtedness that is rated investment grade by M▇▇▇▇▇'’▇ Investors Service, Inc. and Standard & Poor's ’s Corporation, or if such Person has no rated indebtedness outstanding, such Person shall provide an opinion from a nationally recognized investment banking firm that such Person could be reasonably expected to obtain such ratings.
(e) Notwithstanding the foregoing provisions of this Section 10.2, a Partner may Transfer its Units (other than pursuant to Section 10.6) only if all of the following occur:
(i) The Transfer is accomplished in a non-public offering in compliance with, and exempt from, the registration and qualification requirements of all federal and state securities laws and regulations.
(ii) The Transfer does not cause a default under any material contract to which the Partnership is a party or by which the Partnership or any of its properties is bound.
(iii) The transferee executes an appropriate agreement to be bound by this Agreement.
(iv) The transferor and/or transferee bears all reasonable costs incurred by the Partnership in connection with the Transfer.
(v) The business and activities of the transferee comply with Section 9.6.
(vi) The guarantor of the transferee satisfies the criteria set forth in Section 10.2(d) and delivers an agreement to the ultimate parent entity of the Offeree Partners and to the Partnership, substantially in the form of the Amended and Restated Parent Agreement.
(vii) The proposed transferor is not in default in the timely performance of any of its material obligations to the Partnership.
(viii) The provisions of Section 10.3 are satisfied.
Appears in 2 contracts
Sources: Limited Partnership Agreement (Millennium Chemicals Inc), Limited Partnership Agreement (Equistar Chemicals Lp)
Right of First Option. (a) Except as set forth in Section 10.6During the period beginning upon the date upon which the Lease is fully executed, without and ending on the consent of both of the General Partners, no Partner may Transfer less than all of its Units and no Partner may Transfer its Units for consideration other than cash. Any Limited Partner (or Limited Partnerstwenty-fourth calendar month anniversary thereafter, if there are Affiliated Limited Partners) this Lease shall be in full force and its (or their) Affiliated General Partner desiring to Transfer all of their Units (togethereffect, Tenant shall have the "Selling Partners") shall give right, upon written notice to Landlord (the "Initial Option Notice") ), to the Partnership and the other Partners lease all or a portion (the "Offeree Partners") stating that the Selling Partners desire to Transfer their Units and stating the cash purchase price and all other terms on which they are willing to sell (the "Offer Terms"). Delivery of an Initial Notice shall constitute the irrevocable offer of the Selling Partners to sell their Units to the Offeree Partners hereunder.
(b) The Offeree Partners shall have the option, exercisable by delivering written notice (the "Acceptance Notice"but not less than 11,000 rentable square feet) of such exercise to the Selling Partners within 45 days any available space (defined as space, which, as of the date of the Initial date of the Option Notice, is not either under lease or subject to elect an executed letter of intent to purchase all another tenant) on the second floor of the Units Building (the "Option Space"). If Tenant shall require greater than sixty-seven percent (67%) of the Selling Partners then remaining available space on the Offer Terms described second floor, Tenant shall be obligated to take the entire then available space on the second floor. The lease of any Option Space by Tenant pursuant to this Right of First Option shall be upon such terms and conditions contained in the Initial Notice. If all Lease, including, without limitation, the payment of the Offeree Partners deliver then current Base Rent per square foot, together with any Additional Rent due as recalculated to include the Offered Space, delivery of an Acceptance Noticeadditional Security Deposit, then all as set forth in Article 23(e) above, and the expiration of the Units Term, except: (i) that the per square foot Tenant Work Allowance for the Option Space shall be transferred to obtained by multiplying the Offeree Partners on per square foot Tenant Work Allowance by a pro rata basis (based on fraction, the ratio numerator of which is the number of Units owned by each Offeree Partner delivering an Acceptance Notice months remaining in the initial term of this Lease at the time that Base Rent will commence on the Option Space and the denominator of which is the total number of months in the initial term; (ii) any unused tenant allowance applicable to the number of Units owned Option Space shall not be available for use by all Offeree Partners delivering an Acceptance Notice or on any other basis that Tenant as a rent credit, and shall be mutually agreed upon between the Offeree Partners delivering an Acceptance Notice). If less than all of the Offeree Partners deliver an Acceptance Notice, the Selling Partners shall give written notice thereof (the "Additional Notice") automatically forfeited as to the Offeree Partners electing to purchase, and such Offeree Partners shall have the option, exercisable by delivery of an Acceptance Notice any amount of such exercise to allowance not properly requested by Tenant, in accordance with the Selling Partners within 15 days of such Additional Notice, to purchase all of the Units, including the Units it had not previously elected to purchase; provided, however, that any election by an Offeree Partner not to purchase all such Units shall be deemed a rescission of such Offeree Partner's original Acceptance Notice terms and an election not to purchase any of the Units of the Selling Partners. The Acceptance Notice shall set a date for closing the purchase, such date to be not less than 30 nor more than 90 days after delivery of the Acceptance Notice; provided that such time period shall be subject to extension as reasonably necessary (up to a maximum of an additional 120 days after such 90 day period) in order to comply with any applicable filing and waiting period requirements under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act. The closing shall be held at the Partnership's offices. The purchase price for the Selling Partners' Units shall be paid in cash delivered at the closing. The purchase shall be consummated by appropriate and customary documentation (including the giving of representations and warranties substantially similar to those conditions set forth in Sections 2.1 through 2.3 Exhibit C of this Lease; and (iii) except that the rent commencement for the Offered Space shall be the date which is the first day following the eighth month anniversary of the Second Master Transaction Agreement).
(c) If none date Landlord and Tenant execute and deliver a mutually acceptable amendment to the Lease incorporating therein the lease of the Offeree Partners elect to purchase the Selling Partners' Units within 45 Option Space. Promptly after Tenant exercises this option (but in no event later than thirty (30) days after the receipt Option Notice), the parties shall enter into a supplemental agreement to this Lease incorporating the Option Space as part of the Initial Notice, the Selling Partners shall have a further 180 days during which they may, subject to Sections 10.2(d) and (e), consummate the sale of their Units to a third party purchaser at a purchase price and on such other terms that are no more favorable to such purchaser than the Offer Terms. If the sale is not completed within such further 180-day period, the Initial Notice shall be deemed to have expired and a new notice and offer shall be required before the Selling Partners may make any Transfer of their UnitsPremises.
(d) Before the Selling Partners may consummate a Transfer of their Units to a third party in accordance with this Agreement, the Selling Partners shall demonstrate to the Offeree Partners that the Person willing to serve as the proposed purchaser's guarantor under the agreement contemplated by Section 10.2(e)(vi) has outstanding indebtedness that is rated investment grade by ▇▇▇▇▇'▇ Investors Service, Inc. and Standard & Poor's Corporation, or if such Person has no rated indebtedness outstanding, such Person shall provide an opinion from a nationally recognized investment banking firm that such Person could be reasonably expected to obtain such ratings.
(e) Notwithstanding the foregoing provisions of this Section 10.2, a Partner may Transfer its Units (other than pursuant to Section 10.6) only if all of the following occur:
(i) The Transfer is accomplished in a non-public offering in compliance with, and exempt from, the registration and qualification requirements of all federal and state securities laws and regulations.
(ii) The Transfer does not cause a default under any material contract to which the Partnership is a party or by which the Partnership or any of its properties is bound.
(iii) The transferee executes an appropriate agreement to be bound by this Agreement.
(iv) The transferor and/or transferee bears all reasonable costs incurred by the Partnership in connection with the Transfer.
(v) The business and activities of the transferee comply with Section 9.6.
(vi) The guarantor of the transferee satisfies the criteria set forth in Section 10.2(d) and delivers an agreement to the ultimate parent entity of the Offeree Partners and to the Partnership, substantially in the form of the Amended and Restated Parent Agreement.
(vii) The proposed transferor is not in default in the timely performance of any of its material obligations to the Partnership.
(viii) The provisions of Section 10.3 are satisfied.
Appears in 2 contracts
Sources: Lease (Archemix Corp.), Lease (Archemix Corp.)
Right of First Option. (a) Except as set forth in Section 10.6, without the consent of both of the General Designating Partners, no Partner may Transfer less than all of its Units and no Partner may Transfer its Units for consideration other than cash. Any Limited Partner (or Limited Partners, if there are Affiliated Limited Partners) and its (or their) Affiliated General Designating Partner desiring to Transfer all of their Units (together, the "“Selling Partners"”) shall give written notice (the "“Initial Notice"”) to the Partnership and the other Partners (the "“Offeree Partners"”) stating that the Selling Partners desire to Transfer their Units and stating the cash purchase price and all other terms on which they are willing to sell (the "“Offer Terms"”). Delivery of an Initial Notice shall constitute the irrevocable offer of the Selling Partners to sell their Units to the Offeree Partners hereunder.
(b) The Offeree Partners shall have the option, exercisable by delivering written notice (the "“Acceptance Notice"”) of such exercise to the Selling Partners within 45 days of the date of the Initial Notice, to elect to purchase all of the Units of the Selling Partners on the Offer Terms described in the Initial Notice. If all of the Offeree Partners deliver an Acceptance Notice, then all of the Units shall be transferred to the Offeree Partners on a pro rata basis (based on the ratio of the number of Units owned by each Offeree Partner delivering an Acceptance Notice to the number of Units owned by all Offeree Partners delivering an Acceptance Notice or on any other basis that shall be mutually agreed upon between the Offeree Partners delivering an Acceptance Notice). If less than all of the Offeree Partners deliver an Acceptance Notice, the Selling Partners shall give written notice thereof (the "“Additional Notice"”) to the Offeree Partners electing to purchase, and such Offeree Partners shall have the option, exercisable by delivery of an Acceptance Notice of such exercise to the Selling Partners within 15 days of such Additional Notice, to purchase all of the Units, including the Units it had not previously elected to purchase; provided, however, that any election by an Offeree Partner not to purchase all such Units shall be deemed a rescission of such Offeree Partner's ’s original Acceptance Notice and an election not to purchase any of the Units of the Selling Partners. The Acceptance Notice shall set a date for closing the purchase, such date to be not less than 30 nor more than 90 days after delivery of the Acceptance Notice; provided that such time period shall be subject to extension as reasonably necessary (up to a maximum of an additional 120 days after such 90 day period) in order to comply with any applicable filing and waiting period requirements under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act. The closing shall be held at the Partnership's ’s offices. The purchase price for the Selling Partners' ’ Units shall be paid in cash delivered at the closing. The purchase shall be consummated by appropriate and customary documentation (including the giving of representations and warranties substantially similar to those set forth in Sections 2.1 through 2.3 of the Second Master Transaction Agreement).
(c) If none of the Offeree Partners elect to purchase the Selling Partners' ’ Units within 45 days after the receipt of the Initial Notice, the Selling Partners shall have a further 180 days during which they may, subject to Sections 10.2(d) and (e), consummate the sale of their Units to a third party purchaser at a purchase price and on such other terms that are no more favorable to such purchaser than the Offer Terms. If the sale is not completed within such further 180-day period, the Initial Notice shall be deemed to have expired and a new notice and offer shall be required before the Selling Partners may make any Transfer of their Units.
(d) Before the Selling Partners may consummate a Transfer of their Units to a third party in accordance with this Agreement, the Selling Partners shall demonstrate to the Offeree Partners that the Person willing to serve as the proposed purchaser's ’s guarantor under the agreement contemplated by Section 10.2(e)(vi) has outstanding indebtedness that is rated investment grade by ▇▇▇▇▇'’▇ Investors Service, Inc. and Standard & Poor's ’s Corporation, or if such Person has no rated indebtedness outstanding, such Person shall provide an opinion from a nationally recognized investment banking firm that such Person could be reasonably expected to obtain such ratings.
(e) Notwithstanding the foregoing provisions of this Section 10.2, a Partner may Transfer its Units (other than pursuant to Section 10.6) only if all of the following occur:
(i) The Transfer is accomplished in a non-public offering in compliance with, and exempt from, the registration and qualification requirements of all federal and state securities laws and regulations.
(ii) The Transfer does not cause a default under any material contract to which the Partnership is a party or by which the Partnership or any of its properties is bound.
(iii) The transferee executes an appropriate agreement to be bound by this Agreement.
(iv) The transferor and/or transferee bears all reasonable costs incurred by the Partnership in connection with the Transfer.
(v) The business and activities of the transferee comply with Section 9.6.
(vi) The guarantor of the transferee satisfies the criteria set forth in Section 10.2(d) and delivers an agreement to the ultimate parent entity of the Offeree Partners and to the Partnership, substantially in the form of the Amended and Restated Parent Agreement.
(vii) The proposed transferor is not in default in the timely performance of any of its material obligations to the Partnership.
(viii) The provisions of Section 10.3 are satisfied.
Appears in 2 contracts
Sources: Limited Partnership Agreement (Millennium Chemicals Inc), Limited Partnership Agreement (Equistar Chemicals Lp)
Right of First Option. (a) Except as set forth in Section 10.6, without Without the consent of both of the General Partnersother Parent, no Partner neither Parent may Transfer less than all of its Units and no Partner may Sub Stock. Unless such Transfer its Units for consideration other than cash. Any Limited Partner (or Limited Partnersis otherwise permitted by Section 2.1, if there are Affiliated Limited Partners) and its (or their) Affiliated General Partner any Parent desiring to Transfer (pursuant to a cash sale) all of their Units its Partner Sub Stock (together, the "Selling PartnersParent") shall give written notice (the "Initial Notice") to the Partnership and the other Partners Parent (the "Offeree PartnersParent") stating that the Selling Partners desire Parent desires to Transfer their Units its Partner Sub Stock and stating the cash purchase price and all other terms on which they are it is willing to sell (the "Offer Terms"). Delivery of an Initial Notice shall constitute the irrevocable offer of the Selling Partners Parent to sell their Units its Partner Sub Stock to the Offeree Partners Parent hereunder.
(b) The Offeree Partners Parent shall have the option, exercisable by delivering written notice (the "Acceptance Notice") of such exercise to the Selling Partners Parent within 45 days of the date of the Initial Notice, to elect to purchase all of the Units Partner Sub Stock of the Selling Partners Parent on the Offer Terms described in the Initial Notice. If all of the Offeree Partners deliver an Acceptance Notice, then all of the Units shall be transferred to the Offeree Partners on a pro rata basis (based on the ratio of the number of Units owned by each Offeree Partner delivering an Acceptance Notice to the number of Units owned by all Offeree Partners delivering an Acceptance Notice or on any other basis that shall be mutually agreed upon between the Offeree Partners delivering an Acceptance Notice). If less than all of the Offeree Partners deliver an Acceptance Notice, the Selling Partners shall give written notice thereof (the "Additional Notice") to the Offeree Partners electing to purchase, and such Offeree Partners shall have the option, exercisable by delivery of an Acceptance Notice of such exercise to the Selling Partners within 15 days of such Additional Notice, to purchase all of the Units, including the Units it had not previously elected to purchase; provided, however, that any election by an Offeree Partner not to purchase all such Units shall be deemed a rescission of such Offeree Partner's original Acceptance Notice and an election not to purchase any of the Units of the Selling Partners. The Acceptance Notice shall set a date for closing the purchase, such date to be not less than 30 nor more than 90 days after delivery of the Acceptance Notice; provided that such time period shall be subject to extension as reasonably necessary (up to a maximum of an additional 120 days after such 90 day period) in order to comply with any applicable filing and waiting period requirements under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act. The closing shall be held at the Partnership's offices. The purchase price for the Selling Partners' Units Parent's Partner Sub Stock shall be paid in cash delivered at the closing. The purchase shall be consummated by appropriate and customary documentation (including the giving of representations and warranties substantially similar to those set forth in Sections 2.1 through 2.3 2.4 of the Second Master Transaction AgreementAgreement and customary representations and warranties regarding the Selling Parent's title to its Partner Sub Stock).
(c) If none of the Offeree Partners Parent does not elect to purchase the Selling Partners' Units Parent's Partner Sub Stock within 45 days after the receipt of the Initial Notice, the Selling Partners Parent shall have a further 180 days during which they it may, subject to Sections 10.2(d2.2(d) and (e), consummate the sale of their Units its Partner Sub Stock to a third party purchaser at a purchase price and on such other terms that are no more favorable to such purchaser than the Offer Terms. If the sale is not completed within such further 180-day period, the Initial Notice shall be deemed to have expired and a new notice and offer shall be required before the Selling Partners Parent may make any Transfer of their Unitsits Partner Sub Stock.
(d) Before the Selling Partners Parent may consummate a Transfer of their Units its Partner Sub Stock to a third party in accordance with this Agreement, the Selling Partners Parent shall demonstrate to the Offeree Partners Partnership that such proposed purchaser (or the Person willing to serve as the proposed purchaser's its guarantor under the agreement as contemplated by Section 10.2(e)(vi2.2(f)) has outstanding indebtedness that is rated investment grade by either ▇▇▇▇▇'▇ Investors Service, Investor Services Inc. and or Standard & Poor's Corporation, or if such Person proposed purchaser (or such other Person) has no rated indebtedness outstanding, such Person shall provide an opinion from a nationally recognized investment banking firm that such Person it could be reasonably expected to obtain such ratingsa rating.
(e) Notwithstanding the foregoing provisions of this Section 10.22.2, a Partner Parent may Transfer its Units Partner Sub Stock (other than pursuant to Section 10.62.1) only if all of the following occur:
(i) The Transfer is accomplished in a non-public offering in compliance with, and exempt from, the registration and qualification requirements of all federal and state securities laws and regulations.
(ii) The Transfer does not cause a default under any material contract to which the Partnership is a party or by which the Partnership or any of its properties is bound.
(iii) The transferee executes an appropriate agreement to be bound by this Agreement.
(iv) The transferor and/or transferee bears all reasonable costs incurred by the Partnership in connection with the Transfer.
(v) The business and activities of transferee (or the transferee comply with Section 9.6.
(vi) The guarantor of the transferee obligations of the transferee) satisfies the criteria set forth in Section 10.2(d2.2(d) and delivers an agreement to the ultimate parent entity of other Parent and the Offeree Partners and to the Partnership, Partnership substantially in the form of the Amended and Restated Parent this Agreement.
(viivi) The proposed transferor is not in default in the timely performance of any of its material obligations to the Partnership.
(viiivii) The provisions of Section 10.3 2.2(f) are satisfied.
(f) Neither Parent may Transfer the Partner Sub Stock of either of its Partner Subs to any Person unless such Parent simultaneously Transfers the Partner Sub Stock of its other Partner Sub to such Person or a wholly-owned Affiliate (as defined in the Partnership Agreement) of such Person.
Appears in 2 contracts
Sources: Master Transaction Agreement (Millennium Chemicals Inc), Parent Agreement (Lyondell Petrochemical Co)
Right of First Option. (a) Except as set forth in Section 10.6, without Without the consent of both of the General Partnersother Parent, no Partner neither Parent may Transfer less than all of its Units and no Partner may Sub Stock. Unless such Transfer its Units for consideration other than cash. Any Limited Partner (or Limited Partnersis otherwise permitted by Section 2.1, if there are Affiliated Limited Partners) and its (or their) Affiliated General Partner any Parent desiring to Transfer (pursuant to a cash sale) all of their Units its Partner Sub Stock (together, the "Selling PartnersParent") shall give written notice (the "Initial Notice") to the Partnership and the other Partners Parent (the "Offeree PartnersParent") stating that the Selling Partners desire Parent desires to Transfer their Units its Partner Sub Stock and stating the cash purchase price and all other terms on which they are it is willing to sell (the "Offer Terms"). Delivery of an Initial Notice shall constitute the irrevocable offer of the Selling Partners Parent to sell their Units its Partner Sub Stock to the Offeree Partners Parent hereunder.
(b) The Offeree Partners Parent shall have the option, exercisable by delivering written notice (the "Acceptance Notice") of such exercise to the Selling Partners Parent within 45 days of the date of the Initial Notice, to elect to purchase all of the Units Partner Sub Stock of the Selling Partners Parent on the Offer Terms described in the Initial Notice. If all of the Offeree Partners deliver an Acceptance Notice, then all of the Units shall be transferred to the Offeree Partners on a pro rata basis (based on the ratio of the number of Units owned by each Offeree Partner delivering an Acceptance Notice to the number of Units owned by all Offeree Partners delivering an Acceptance Notice or on any other basis that shall be mutually agreed upon between the Offeree Partners delivering an Acceptance Notice). If less than all of the Offeree Partners deliver an Acceptance Notice, the Selling Partners shall give written notice thereof (the "Additional Notice") to the Offeree Partners electing to purchase, and such Offeree Partners shall have the option, exercisable by delivery of an Acceptance Notice of such exercise to the Selling Partners within 15 days of such Additional Notice, to purchase all of the Units, including the Units it had not previously elected to purchase; provided, however, that any election by an Offeree Partner not to purchase all such Units shall be deemed a rescission of such Offeree Partner's original Acceptance Notice and an election not to purchase any of the Units of the Selling Partners. The Acceptance Notice shall set a date for closing the purchase, such date to be not less than 30 nor more than 90 days after delivery of the Acceptance Notice; provided that such time period shall be subject to extension as reasonably necessary (up to a maximum of an additional 120 days after such 90 day period) in order to comply with any applicable filing and waiting period requirements under the ▇▇▇▇Hart-▇▇▇▇▇Scott-▇▇▇▇▇▇ Rodino Antitrust Improvements Act. The closing shall be held at the Partnershipa▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇'s offices. The purchase price for the Selling Partners' Units Parent's Partner Sub Stock shall be paid in cash delivered at the closing. The purchase shall be consummated by appropriate and customary documentation (including the giving of representations and warranties substantially similar to those set forth in Sections 2.1 through 2.3 2.4 of the Second Master Transaction AgreementAgreement and customary representations and warranties regarding the Selling Parent's title to its Partner Sub Stock).
(c) If none of the Offeree Partners Parent does not elect to purchase the Selling Partners' Units Parent's Partner Sub Stock within 45 days after the receipt of the Initial Notice, the Selling Partners Parent shall have a further 180 days during which they it may, subject to Sections 10.2(d2.2(d) and (e), consummate the sale of their Units its Partner Sub Stock to a third party purchaser at a purchase price and on such other terms that are no more favorable to such purchaser than the Offer Terms. If the sale is not completed within such further 180-day period, the Initial Notice shall be deemed to have expired and a new notice and offer shall be required before the Selling Partners Parent may make any Transfer of their Unitsits Partner Sub Stock.
(d) Before the Selling Partners Parent may consummate a Transfer of their Units its Partner Sub Stock to a third party in accordance with this Agreement, the Selling Partners Parent shall demonstrate to the Offeree Partners Partnership that such proposed purchaser (or the Person willing to serve as the proposed purchaser's its guarantor under the agreement as contemplated by Section 10.2(e)(vi2.2(f)) has outstanding indebtedness that is rated investment grade by ▇▇▇▇▇'▇ Investors Service, either Moody's Investor Services Inc. and or Standard & Poor's Corporation, or if ▇▇▇▇ ▇▇oposed purchaser (or such Person other Person) has no rated indebtedness outstanding, such Person shall provide an opinion from a nationally recognized investment banking firm that such Person it could be reasonably expected to obtain such ratingsa rating.
(e) Notwithstanding the foregoing provisions of this Section 10.22.2, a Partner Parent may Transfer its Units Partner Sub Stock (other than pursuant to Section 10.62.1) only if all of the following occur:
(i) The Transfer is accomplished in a non-public offering in compliance with, and exempt from, the registration and qualification requirements of all federal and state securities laws and regulations.
(ii) The Transfer does not cause a default under any material contract to which the Partnership is a party or by which the Partnership or any of its properties is bound.
(iii) The transferee executes an appropriate agreement to be bound by this Agreement.
(iv) The transferor and/or transferee bears all reasonable costs incurred by the Partnership in connection with the Transfer.
(v) The business and activities of transferee (or the transferee comply with Section 9.6.
(vi) The guarantor of the transferee obligations of the transferee) satisfies the criteria set forth in Section 10.2(d2.2(d) and delivers an agreement to the ultimate parent entity of other Parent and the Offeree Partners and to the Partnership, Partnership substantially in the form of the Amended and Restated Parent this Agreement.
(viivi) The proposed transferor is not in default in the timely performance of any of its material obligations to the Partnership.
(viiivii) The provisions of Section 10.3 2.2(f) are satisfied.
(f) Neither Parent may Transfer the Partner Sub Stock of either of its Partner Subs to any Person unless such Parent simultaneously Transfers the Partner Sub Stock of its other Partner Sub to such Person or a wholly-owned Affiliate (as defined in the Partnership Agreement) of such Person.
Appears in 1 contract
Right of First Option. (a) Except as set forth in Section 10.6, without Without the consent of both of the General PartnersPartnership Governance Committee, no Partner may Transfer less than all of its Units and no Partner may Transfer its Units for consideration other than cashUnits. Any Limited Partner (or Limited Partners, if there are Affiliated Limited Partners) and its (or their) Affiliated General Partner desiring to Transfer (pursuant to a cash sale) all of their Units (together, the "Selling Partners") shall give written notice (the "Initial Notice") to the Partnership and the other Partners (the "Offeree Partners") stating that the Selling Partners desire to Transfer their Units and stating the cash purchase price and all other terms on which they are willing to sell (the "Offer Terms"). Delivery of an Initial Notice shall constitute the irrevocable offer of the Selling Partners to sell their Units to the Offeree Partners hereunder.
(b) The Offeree Partners shall have the option, exercisable by delivering written notice (the "Acceptance Notice") of such exercise to the Selling Partners within 45 days of the date of the Initial Notice, to elect to purchase all of the Units of the Selling Partners on the Offer Terms described in the Initial Notice. If all of the Offeree Partners deliver an Acceptance Notice, then all of the Units shall be transferred to the Offeree Partners on a pro rata basis (based on the ratio of the number of Units owned by each Offeree Partner delivering an Acceptance Notice to the number of Units owned by all Offeree Partners delivering an Acceptance Notice or on any other basis that shall be mutually agreed upon between the Offeree Partners delivering an Acceptance Notice). If less than all of the Offeree Partners deliver an Acceptance Notice, the Selling Partners shall give written notice thereof (the "Additional Notice") to the Offeree Partners electing to purchase, and such Offeree Partners shall have the option, exercisable by delivery of an Acceptance Notice of such exercise to the Selling Partners within 15 days of such Additional Notice, to purchase all of the Units, including the Units it had not previously elected to purchase; provided, however, that any election by an Offeree Partner not to purchase all such Units shall be deemed a rescission of such Offeree Partner's original Acceptance Notice and an election not to purchase any of the Units of the Selling Partners. The Acceptance Notice shall set a date for closing the purchase, such date to be not less than 30 nor more than 90 days after delivery of the Acceptance Notice; provided that such time period shall be subject to extension as reasonably necessary (up to a maximum of an additional 120 days after such 90 day period) in order to comply with any applicable filing and waiting period requirements under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act. The closing shall be held at the Partnership's offices. The purchase price for the Selling Partners' Units shall be paid in cash delivered at the closing. The purchase shall be consummated by appropriate and customary documentation (including the giving of representations and warranties substantially similar to those set forth in Sections 2.1 through 2.3 of the Second Master Transaction Agreement).
(c) If none of the Offeree Partners do not elect to purchase the Selling Partners' Units within 45 days after the receipt of the Initial Notice, the Selling Partners shall have a further 180 days during which they may, subject to Sections 10.2(d) and (e), consummate the sale of their Units to a third party purchaser at a purchase price and on such other terms that are no more favorable to such purchaser than the Offer Terms. If the sale is not completed within such further 180-day period, the Initial Notice shall be deemed to have expired and a new notice and offer shall be required before the Selling Partners may make any Transfer of their Units.
(d) Before the Selling Partners may consummate a Transfer of their Units to a third party in accordance with this Agreement, the Selling Partners shall demonstrate to the Offeree Partners Partnership that the Person willing to serve as the proposed purchaser's guarantor under the agreement contemplated by Section 10.2(e)(vi) has outstanding indebtedness that is rated investment grade by ▇▇▇▇▇'▇ Investors Service, Inc. and Standard & Poor's Corporation, or if such Person has no rated indebtedness outstanding, such Person shall provide an opinion from a nationally recognized investment banking firm that such Person could be reasonably expected to obtain such ratings.
(e) Notwithstanding the foregoing provisions of this Section 10.2, a Partner may Transfer its Units (other than pursuant to Section 10.6) only if all of the following occur:
(i) The Transfer is accomplished in a non-public offering in compliance with, and exempt from, the registration and qualification requirements of all federal and state securities laws and regulations.
(ii) The Transfer does not cause a default under any material contract to which the Partnership is a party or by which the Partnership or any of its properties is bound.
(iii) The transferee executes an appropriate agreement to be bound by this Agreement.
(iv) The transferor and/or transferee bears all reasonable costs incurred by the Partnership in connection with the Transfer.
(v) The business and activities of the transferee comply with Section 9.6.
(vi) The guarantor of the transferee satisfies the criteria set forth in Section 10.2(d) and delivers an agreement to the ultimate parent entity of the Offeree Partners and to the Partnership, substantially in the form of the Amended and Restated Parent Agreement.
(vii) The proposed transferor is not in default in the timely performance of any of its material obligations to the Partnership.
(viii) The provisions of Section 10.3 are satisfied.
Appears in 1 contract
Sources: Limited Partnership Agreement (Lyondell Petrochemical Co)
Right of First Option. (a) Except as set forth in Section 10.6, without the consent of both all of the General Partners, no Partner may Transfer less than all of its Units and no Partner may Transfer its Units for consideration other than cash. Any Limited Partner (or Limited Partners, if there are Affiliated Limited Partners) and its (or their) Affiliated General Partner desiring to Transfer all of their Units (together, the "Selling Partners") shall give written notice (the "Initial Notice") to the Partnership and the other Partners (the "Offeree Partners") stating that the Selling Partners desire to Transfer their Units and stating the cash purchase price and all other terms on which they are willing to sell (the "Offer Terms"). Delivery of an Initial Notice shall constitute the irrevocable offer of the Selling Partners to sell their Units to the Offeree Partners hereunder.
(b) The Offeree Partners shall have the option, exercisable by delivering written notice (the "Acceptance Notice") of such exercise to the Selling Partners within 45 days of the date of the Initial Notice, to elect to purchase all of the Units of the Selling Partners on the Offer Terms described in the Initial Notice. If all of the Offeree Partners deliver an Acceptance Notice, then all of the Units shall be transferred to the Offeree Partners on a pro rata basis (based on the ratio of the number of Units owned by each Offeree Partner delivering an Acceptance Notice to the number of Units owned by all Offeree Partners delivering an Acceptance Notice or on any other basis that shall be mutually agreed upon between the Offeree Partners delivering an Acceptance Notice). If less than all of the Offeree Partners deliver an Acceptance Notice, the Selling Partners shall give written notice thereof (the "Additional Notice") to the Offeree Partners electing to purchase, and such Offeree Partners shall have the option, exercisable by delivery of an Acceptance Notice of such exercise to the Selling Partners within 15 days of such Additional Notice, to purchase all of the Units, including the Units it had not previously elected to purchase; provided, however, that any election by an Offeree Partner not to purchase all such Units shall be deemed a rescission of such Offeree Partner's original Acceptance Notice and an election not to purchase any of the Units of the Selling Partners. The Acceptance Notice shall set a date for closing the purchase, such date to be not less than 30 nor more than 90 days after delivery of the Acceptance Notice; provided that such time period shall be subject to extension as reasonably necessary (up to a maximum of an additional 120 days after such 90 day period) in order to comply with any applicable filing and waiting period requirements under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act. The closing shall be held at the Partnership's offices. The purchase price for the Selling Partners' Units shall be paid in cash delivered at the closing. The purchase shall be consummated by appropriate and customary documentation (including the giving of representations and warranties substantially similar to those set forth in Sections 2.1 through 2.3 of the Second Master Transaction Agreement).than
(c) If none of the Offeree Partners elect to purchase the Selling Partners' Units within 45 days after the receipt of the Initial Notice, the Selling Partners shall have a further 180 days during which they may, subject to Sections 10.2(d) and (e), consummate the sale of their Units to a third party purchaser at a purchase price and on such other terms that are no more favorable to such purchaser than the Offer Terms. If the sale is not completed within such further 180-day period, the Initial Notice shall be deemed to have expired and a new notice and offer shall be required before the Selling Partners may make any Transfer of their Units.
(d) Before the Selling Partners may consummate a Transfer of their Units to a third party in accordance with this Agreement, the Selling Partners shall demonstrate to the Offeree Partners that the Person willing to serve as the proposed purchaser's guarantor under the agreement contemplated by Section 10.2(e)(vi) has outstanding indebtedness that is rated investment grade by Mood▇'▇ ▇▇▇▇▇'▇ Investors estors Service, Inc. and Standard & Poor's Corporation, or if such Person has no rated indebtedness outstanding, such Person shall provide an opinion from a nationally recognized investment banking firm that such Person could be reasonably expected to obtain such ratings.
(e) Notwithstanding the foregoing provisions of this Section 10.2, a Partner may Transfer its Units (other than pursuant to Section 10.6) only if all of the following occur:
(i) The Transfer is accomplished in a non-public offering in compliance with, and exempt from, the registration and qualification requirements of all federal and state securities laws and regulations.
(ii) The Transfer does not cause a default under any material contract to which the Partnership is a party or by which the Partnership or any of its properties is bound.
(iii) The transferee executes an appropriate agreement to be bound by this Agreement.
(iv) The transferor and/or transferee bears all reasonable costs incurred by the Partnership in connection with the Transfer.
(v) The business and activities of the transferee comply with Section 9.6.
(vi) The guarantor of the transferee satisfies the criteria set forth in Section 10.2(d) and delivers an agreement to the ultimate parent entity of the Offeree Partners and to the Partnership, substantially in the form of the Amended and Restated Parent Agreement.
(vii) The proposed transferor is not in default in the timely performance of any of its material obligations to the Partnership.
(viii) The provisions of Section 10.3 are satisfied.
Appears in 1 contract
Sources: Limited Partnership Agreement (Occidental Petroleum Corp /De/)
Right of First Option. (a) Except as set forth in Section 10.6, without the consent of both of the General Designating Partners, no Partner may Transfer less than all of its Units and no Partner may Transfer its Units for consideration other than cash. Any Limited Partner (or Limited Partners, if there are Affiliated Limited Partners) and its (or their) Affiliated General Designating Partner desiring to Transfer all of their Units (together, the "“Selling Partners"”) shall give written notice (the "“Initial Notice"”) to the Partnership and the other Partners (the "“Offeree Partners"”) stating that the Selling Partners desire to Transfer their Units and stating the cash purchase price and all other terms on which they are willing to sell (the "“Offer Terms"”). Delivery of an Initial Notice shall constitute the irrevocable offer of the Selling Partners to sell their Units to the Offeree Partners Farmers hereunder.
(b) The Offeree Partners shall have the option, exercisable by delivering written notice (the "“Acceptance Notice"”) of such exercise to the Selling Partners within 45 days of the date of the Initial Notice, to elect to purchase all of the Units of the Selling Partners on the Offer Terms described in the Initial Notice. If all of the Offeree Partners deliver an Acceptance Notice, then all of the Units shall be transferred to the Offeree Partners on a pro rata basis (based on the ratio of the number of Units owned by each Offeree Partner delivering an Acceptance Notice to the number of Units owned by all Offeree Partners delivering an Acceptance Notice or on any other basis that shall be mutually agreed upon between the Offeree Partners delivering an Acceptance Notice). If less than all of the Offeree Partners deliver an Acceptance Notice, the Selling Partners shall give written notice thereof (the "“Additional Notice"”) to the Offeree Partners electing to purchase, and such Offeree Partners shall have the option, exercisable by delivery of an Acceptance Notice of such exercise to the Selling Partners within 15 days of such Additional Notice, to purchase all of the Units, including the Units it had not previously elected to purchase; provided, however, that any election by an Offeree Partner not to purchase all such Units shall be deemed a rescission of such Offeree Partner's ’s original Acceptance Notice and an election not to purchase any of the Units of the Selling Partners. The Acceptance Notice shall set a date for closing the purchase, such date to be not less than 30 nor more than 90 days after delivery of the Acceptance Notice; provided that such time period shall be subject to extension as reasonably necessary (up to a maximum of an additional 120 days after such 90 day period) in order to comply with any applicable filing and waiting period requirements under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act. The closing shall be held at the Partnership's ’s offices. The purchase price for the Selling Partners' ’ Units shall be paid in cash delivered at at. the closing. The purchase shall be consummated by appropriate and customary documentation (including the giving of representations and warranties substantially similar to those set forth in Sections 2.1 through 2.3 of the Second Master Transaction Agreement).
(c) If none of the Offeree Partners elect to purchase the Selling Partners' ’ Units within 45 days after the receipt of the Initial Notice, the Selling Partners shall have a further 180 days during which they may, subject to Sections 10.2(d) and (e), consummate the sale of Of their Units to a third party purchaser at a purchase price and on such other terms that are no more favorable to HOU03:1138115.4 35 such purchaser than the Offer Terms. If the sale is not completed within such further 180-day period, the Initial Notice shall be deemed to have expired and a new notice and offer shall be required before the Selling Partners may make any Transfer of their Units.
(d) Before the Selling Partners may consummate a Transfer of their Units to a third party in accordance with this Agreement, the Selling Partners shall demonstrate to the Offeree Partners that the Person willing to serve as the proposed purchaser's ’s guarantor under the agreement contemplated by Section 10.2(e)(vi) has outstanding indebtedness that is rated investment grade by ▇▇▇▇▇'’▇ Investors Service, Inc. and Standard & Poor's ’s Corporation, or if such Person has no rated indebtedness outstanding, such Person shall provide an opinion from a nationally recognized investment banking firm that such Person could be reasonably expected to obtain such ratings.
(e) Notwithstanding the foregoing provisions of this Section 10.2, a Partner may Transfer its Units (other than pursuant to Section 10.6) only if all of the following occur:
(i) The Transfer is accomplished in a non-public offering in compliance with, and exempt from, the registration and qualification requirements of all federal and state securities laws and regulations.
(ii) The Transfer does not cause a default under any material contract to which the Partnership is a party or by which the Partnership or any of its properties is bound.
(iii) The transferee executes an appropriate agreement to be bound by this Agreement.
(iv) The transferor and/or transferee bears all reasonable costs incurred by the Partnership in connection with the Transfer.
(v) The business and activities of the toe transferee comply with Section 9.6.
(vi) The guarantor of the transferee satisfies the criteria set forth in Section 10.2(d) and arid delivers an agreement to the ultimate parent entity of the Offeree Partners and to the Partnership, substantially in the form of the Amended and Restated Parent Agreement.
(vii) The proposed transferor is not in default in the timely performance of any of its material obligations to the Partnership.
(viii) The provisions of Section 10.3 are satisfied.,
Appears in 1 contract
Sources: Limited Partnership Agreement (LyondellBasell F&F Holdco, LLC)
Right of First Option. During the Lease Term, and any renewal period thereof exercised by Tenant, Tenant is hereby granted the one time right of first option to purchase the Leased Premises, or part thereof, upon the following terms and conditions:
(a) Except as set forth This option right shall arise only in Section 10.6the event Landlord receives a bona fide third party offer to purchase the Leased Premises, without the consent of both of the General Partnersor a part thereof, no Partner may Transfer less than all of its Units and no Partner may Transfer its Units for consideration other than cashwhich Landlord desires to accept. Any Limited Partner (or Limited Partners, if there are Affiliated Limited Partners) and its (or their) Affiliated General Partner desiring to Transfer all of their Units (together, the "Selling Partners") In such event Landord shall give written notice to Tenant (the "Initial Sale Notice") to the Partnership and the other Partners (the "Offeree Partners") stating that the Selling Partners desire to Transfer their Units and stating the cash purchase price and all other terms on which they are willing to sell (the "Offer Terms"). Delivery of an Initial Notice shall constitute the irrevocable offer , enclosing a copy of the Selling Partners contract to sell their Units purchase that Landlord desires to the Offeree Partners hereunderaccept.
(b) The Offeree Partners Tenant shall have the option, exercisable by delivering written fifteen (15) business days after such notice to advise Landlord in writing (the "Acceptance Purchase Notice") that it is exercising it's one time right of such exercise first option by enclosing a contract executed by Tenant in identical form to that received from Landlord except that Tenant shall be the named purchaser and the purchase price shall be increased to One Hundred and Eight and one half percent (108.5%) of the original contract price. In the event the Landlord lists the property "For Sale", the Tenant will not be subject to the Selling Partners within 45 days 8.5% purchase price premium.
(c) In the event that Tenant receives the Sale Notice and does not timely give the Purchase Notice together with delivery of an executed contract as stated above, then this Right of First Option granted Tenant as to the portion of the date of the Initial Notice, to elect to purchase all of the Units of the Selling Partners on the Offer Terms Leased Premises described in the Initial Sale Notice shall automatically terminate and be of no further force or affect and Tenant shall have no such other or further rights to purchase or acquire said property described in the Sale Notice. If all This Right of First Option shall continue in effect with respect to any portion of the Offeree Partners deliver an Acceptance Leased Premises not described in the Sale Notice, then all .
(d) Neither party shall record any memorandum or other record of the Units right granted hereunder to Tenant and the parties agree that a breach of this prohibition against recordation shall cause the option granted hereunder to Tenant to automatically terminate and be transferred to the Offeree Partners on a pro rata basis (based on the ratio of the number of Units owned by each Offeree Partner delivering an Acceptance Notice to the number of Units owned by all Offeree Partners delivering an Acceptance Notice no further force or on affect, without any other basis that shall or further action by either party hereto.
(e) This Lease must be mutually agreed upon between in full force and effect and Tenant must not be in default in its performance under any of its obligations under the Offeree Partners delivering an Acceptance Notice)Lease, as amended. If less than all of the Offeree Partners deliver an Acceptance Notice, the Selling Partners shall give written notice thereof (the "Additional Notice") to the Offeree Partners electing to purchase, and such Offeree Partners Tenant shall have the option, exercisable by delivery of an Acceptance Notice of such exercise to the Selling Partners within 15 days of such Additional Notice, to purchase all of the Units, including the Units it had not previously elected to purchase; provided, however, that any election by an Offeree Partner not to purchase all such Units shall be deemed a rescission of such Offeree Partner's original Acceptance Notice and an election not no right to purchase any of the Units Leased Premises under this Paragraph 3 upon and after a termination of the Selling Partners. The Acceptance Notice shall set a date for closing the purchase, such date to be not less than 30 nor more than 90 days after delivery of the Acceptance Notice; provided that such time period shall be subject to extension as reasonably necessary (up to a maximum of an additional 120 days after such 90 day period) in order to comply with any applicable filing and waiting period requirements under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act. The closing shall be held at the Partnership's offices. The purchase price for the Selling Partners' Units shall be paid in cash delivered at the closing. The purchase shall be consummated by appropriate and customary documentation (including the giving of representations and warranties substantially similar to those set forth in Sections 2.1 through 2.3 of the Second Master Transaction Agreement)Lease Term.
(c) If none of the Offeree Partners elect to purchase the Selling Partners' Units within 45 days after the receipt of the Initial Notice, the Selling Partners shall have a further 180 days during which they may, subject to Sections 10.2(d) and (e), consummate the sale of their Units to a third party purchaser at a purchase price and on such other terms that are no more favorable to such purchaser than the Offer Terms. If the sale is not completed within such further 180-day period, the Initial Notice shall be deemed to have expired and a new notice and offer shall be required before the Selling Partners may make any Transfer of their Units.
(d) Before the Selling Partners may consummate a Transfer of their Units to a third party in accordance with this Agreement, the Selling Partners shall demonstrate to the Offeree Partners that the Person willing to serve as the proposed purchaser's guarantor under the agreement contemplated by Section 10.2(e)(vi) has outstanding indebtedness that is rated investment grade by ▇▇▇▇▇'▇ Investors Service, Inc. and Standard & Poor's Corporation, or if such Person has no rated indebtedness outstanding, such Person shall provide an opinion from a nationally recognized investment banking firm that such Person could be reasonably expected to obtain such ratings.
(e) Notwithstanding the foregoing provisions of this Section 10.2, a Partner may Transfer its Units (other than pursuant to Section 10.6) only if all of the following occur:
(i) The Transfer is accomplished in a non-public offering in compliance with, and exempt from, the registration and qualification requirements of all federal and state securities laws and regulations.
(ii) The Transfer does not cause a default under any material contract to which the Partnership is a party or by which the Partnership or any of its properties is bound.
(iii) The transferee executes an appropriate agreement to be bound by this Agreement.
(iv) The transferor and/or transferee bears all reasonable costs incurred by the Partnership in connection with the Transfer.
(v) The business and activities of the transferee comply with Section 9.6.
(vi) The guarantor of the transferee satisfies the criteria set forth in Section 10.2(d) and delivers an agreement to the ultimate parent entity of the Offeree Partners and to the Partnership, substantially in the form of the Amended and Restated Parent Agreement.
(vii) The proposed transferor is not in default in the timely performance of any of its material obligations to the Partnership.
(viii) The provisions of Section 10.3 are satisfied.
Appears in 1 contract
Right of First Option. (a) Except as set forth in Section 10.6, without Without the consent of both each of the General Partnersother Parents, no Partner Parent may Transfer less than all of its Units Partner Sub Stock, and unless such Transfer is otherwise permitted by Section 2.1, no Partner Parent may Transfer its Units Partner Sub Stock for consideration other than cash. Any Limited Partner Unless such Transfer is otherwise permitted by Section 2.1, any Parent (or Limited Partners, if there are Affiliated Limited Partnersthe "Selling Parent") and its (or their) Affiliated General Partner desiring to Transfer all of their Units its Partner Sub Stock to any person (together, the "Selling Partners"including another Parent or any Affiliate thereof) shall give written notice (the "Initial Notice") to the Partnership and each of the other Partners Parents (the "Offeree PartnersParents") stating that the Selling Partners desire Parent desires to Transfer their Units its Partner Sub Stock and stating the cash purchase price and all other terms on which they are willing to sell (the "Offer Terms"). Delivery of an Initial Notice shall constitute the irrevocable offer of the Selling Partners to sell their Units to the Offeree Partners hereunder.cash
(b) The Each Offeree Partners Parent shall have the option, exercisable by delivering written notice (the "Acceptance Notice") of such exercise to the Selling Partners Parent within 45 days of the date of the Initial Notice, to elect to purchase all its pro rata share in the case of both of the Units of limited partner and the Selling Partners on the Offer Terms described in the Initial Notice. If all of the Offeree Partners deliver an Acceptance Notice, then all of the Units shall be transferred to the Offeree Partners on a pro rata basis general partner (based on the ratio of the number of Units owned held by each Offeree its Partner delivering an Acceptance Notice Subs to the number of Units owned held by all of the Partner Subs of the Offeree Partners delivering an Acceptance Notice Parents or on any other basis that shall be mutually agreed upon between the Offeree Partners Parents delivering an Acceptance Notice). If less than ) of all of the Partner Sub Stock of the Selling Parent on the Offer Terms described in the Initial Notice. If one Offeree Partners deliver an Acceptance NoticeParent, but not the other, elects to so purchase, the Selling Partners Parent shall give written notice thereof (the "Additional Notice") to the Offeree Partners Parent electing to purchase, purchase and such Offeree Partners Parent shall have the option, exercisable by delivery of an Acceptance Notice Notice, of such exercise to the Selling Partners Parent within 15 days of such Additional Noticenotice, to purchase all of the UnitsPartner Sub Stock held by the Selling Parent, including the Units Partner Sub Stock it had has not previously elected to purchase; provided, however, that any election by an Offeree Partner Parent not to purchase all such Units Partner Sub Stock shall be deemed a rescission of such Offeree PartnerParent's original Acceptance Notice and an election not to purchase any of the Units Partner Sub Stock of the Selling PartnersParent. The Each Acceptance Notice shall set a date for closing the purchase, such date to be not less than 30 nor more than 90 days after delivery of the Acceptance Notice; provided that such time period shall be subject to extension as reasonably necessary (up to a maximum of an additional 120 days after such 90 day period) in order to comply with any applicable filing and waiting period requirements under the ▇▇▇▇-Hart-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust ▇▇▇itrust Improvements Act. The closing shall be held at the Partnership's offices. The purchase price for the Selling Partners' Units Parent's Partner Sub Stock shall be paid in cash delivered at the closing. The purchase shall be consummated by appropriate and customary documentation (including the giving of representations and warranties substantially similar to (i) in the case of Lyondell or Millennium, those set forth in Sections 2.1 through 2.3 2.4 of the Initial Master Transaction Agreement, and in the case of the Occidental Parent, those set forth in Section 2.2 of the Second Master Transaction Agreement, and (ii) customary representations and warranties regarding the Selling Parent's title to its Partner Sub Stock).
(c) If none one or both of the Offeree Partners Parents does not elect to purchase all of the Selling Partners' Units Parent's Partner Sub Stock within 45 days after the receipt of the Initial Notice or within 15 days after the receipt of the Additional Notice, if applicable, the Selling Partners Parent shall have a further 180 days during which they it may, subject to Sections 10.2(d2.2(d) and (e), consummate the sale of their Units its Partner Sub Stock to a third party purchaser at a purchase price and on such other terms that are no more favorable to such purchaser than the Offer Terms. If the sale is not completed within such further 180-day period, the Initial Notice shall be deemed to have expired and a new notice and offer shall be required before the Selling Partners Parent may make any Transfer of their Unitsits Partner Sub Stock.
(d) Before the Selling Partners Parent may consummate a Transfer of their Units its Partner Sub Stock to a third party in accordance with this Agreement, the Selling Partners Parent shall demonstrate to the Offeree Partners other two Parents that such proposed purchaser (or the Person willing to serve as the proposed purchaser's its guarantor under the agreement as contemplated by Section 10.2(e)(vi2.2(e)) has outstanding indebtedness that is rated investment grade by ▇▇▇▇▇'▇ Investors Service, Inc. and Standard & Poor's Corporation, or if such Person has no rated indebtedness outstanding, such Person shall provide an opinion from a nationally recognized investment banking firm that such Person could be reasonably expected to obtain such ratings.either
(e) Notwithstanding the foregoing provisions of this Section 10.22.2, a Partner Parent may Transfer its Units Partner Sub Stock (other than pursuant to Section 10.62.1) only if all of the following occur:
(i) The Transfer is accomplished in a non-public offering in compliance with, and exempt from, the registration and qualification requirements of all federal and state securities laws and regulations.
(ii) The Transfer does not cause a default under any material contract which has been approved unanimously by the Partnership Governance Committee (as defined in the Partnership Agreement) and to which the Partnership is a party or by which the Partnership or any of its properties is bound.
(iii) The transferee executes an appropriate agreement to be bound by this Agreement.
(iv) The transferor and/or transferee bears all reasonable costs incurred by the Partnership in connection with the Transfer.
(v) The business and activities of transferee (or the transferee comply with Section 9.6.
(vi) The guarantor of the transferee obligations of the transferee) satisfies the criteria set forth in Section 10.2(d2.2(d) and delivers an agreement to the ultimate parent entity each of the Offeree Partners other Parents and to the Partnership, Partnership substantially in the form of the Amended and Restated Parent this Agreement.
(viivi) The proposed transferor is not in default in the timely performance of any of its material obligations to the Partnership.
(viiivii) The provisions of Section 10.3 2.2(f) are satisfied.
(f) No Parent may Transfer the Partner Sub Stock of any of its Partner Subs to any Person unless such Parent simultaneously Transfers the Partner Sub Stock of its other Partner Sub or Partner Subs (if the Parent has more than one Partner Sub), to such Person or a wholly-owned Affiliate of such Person or of a common parent.
Appears in 1 contract
Right of First Option. (a) Except as set forth in Section 10.6, without the consent of both all of the General Partners, no Partner may Transfer less than all of its Units and no Partner may Transfer its Units for consideration other than cash. Any Limited Partner (or Limited Partners, if there are Affiliated Limited Partners) and its (or their) Affiliated General Partner desiring to Transfer all of their Units (together, the "Selling Partners") shall give written notice (the "Initial Notice") to the Partnership and the other Partners (the "Offeree Partners") stating that the Selling Partners desire to Transfer their Units and stating the cash purchase price and all other terms on which they are willing to sell (the "Offer Terms"). Delivery of an Initial Notice shall constitute the irrevocable offer of the Selling Partners to sell their Units to the Offeree Partners hereunder.
(b) The Offeree Partners shall have the option, exercisable by delivering written notice (the "Acceptance Notice") of such exercise to the Selling Partners within 45 days of the date of the Initial Notice, to elect to purchase all of the Units of the Selling Partners on the Offer Terms described in the Initial Notice. If all of the Offeree Partners deliver an Acceptance Notice, then all of the Units shall be transferred to the Offeree Partners on a pro rata basis (based on the ratio of the number of Units owned by each Offeree Partner delivering an Acceptance Notice to the number of Units owned by all Offeree Partners delivering an Acceptance Notice or on any other basis that shall be mutually agreed upon between the Offeree Partners delivering an Acceptance Notice). If less than all of the Offeree Partners deliver an Acceptance Notice, the Selling Partners shall give written notice thereof (the "Additional Notice") to the Offeree Partners electing to purchase, and such Offeree Partners shall have the option, exercisable by delivery of an Acceptance Notice of such exercise to the Selling Partners within 15 days of such Additional Notice, to purchase all of the Units, including the Units it had not previously elected to purchase; provided, however, that any election by an Offeree Partner not to purchase all such Units shall be deemed a rescission of such Offeree Partner's original Acceptance Notice and an election not to purchase any of the Units of the Selling Partners. The Acceptance Notice shall set a date for closing the purchase, such date to be not less than 30 nor more than 90 days after delivery of the Acceptance Notice; provided that such time period shall be subject to extension as reasonably necessary (up to a maximum of an additional 120 days after such 90 day period) in order to comply with any applicable filing and waiting period requirements under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act. The closing shall be held at the Partnership's offices. The purchase price for the Selling Partners' Units shall be paid in cash delivered at the closing. The purchase shall be consummated by appropriate and customary documentation (including the giving of representations and warranties substantially similar to those set forth in Sections 2.1 through 2.3 of the Second Master Transaction Agreement).
(c) If none of the Offeree Partners elect to purchase the Selling Partners' Units within 45 days after the receipt of the Initial Notice, the Selling Partners shall have a further 180 days during which they may, subject to Sections 10.2(d) and (e), consummate the sale of their Units to a third party purchaser at a purchase price and on such other terms that are no more favorable to such purchaser than the Offer Terms. If the sale is not completed within such further 180-day period, the Initial Notice shall be deemed to have expired and a new notice and offer shall be required before the Selling Partners may make any Transfer of their Units.
(d) Before the Selling Partners may consummate a Transfer of their Units to a third party in accordance with this Agreement, the Selling Partners shall demonstrate to the Offeree Partners that the Person willing to serve as the proposed purchaser's guarantor under the agreement contemplated by Section 10.2(e)(vi) has outstanding indebtedness that is rated investment grade by ▇▇▇▇▇'▇ Investors Service, Inc. and Standard & Poor's Corporation, or if such Person has no rated indebtedness outstanding, such Person shall provide an opinion from a nationally recognized investment banking firm that such Person could be reasonably expected to obtain such ratings.
(e) Notwithstanding the foregoing provisions of this Section 10.2, a Partner may Transfer its Units (other than pursuant to Section 10.6) only if all of the following occur:
(i) The Transfer is accomplished in a non-public offering in compliance with, and exempt from, the registration and qualification requirements of all federal and state securities laws and regulations.
(ii) The Transfer does not cause a default under any material contract to which the Partnership is a party or by which the Partnership or any of its properties is bound.
(iii) The transferee executes an appropriate agreement to be bound by this Agreement.
(iv) The transferor and/or transferee bears all reasonable costs incurred by the Partnership in connection with the Transfer.
(v) The business and activities of the transferee comply with Section 9.6.
(vi) The guarantor of the transferee satisfies the criteria set forth in Section 10.2(d) and delivers an agreement to the ultimate parent entity of the Offeree Partners and to the Partnership, substantially in the form of the Amended and Restated Parent Agreement.
(vii) The proposed transferor is not in default in the timely performance of any of its material obligations to the Partnership.
(viii) The provisions of Section 10.3 are satisfied.
Appears in 1 contract
Sources: Limited Partnership Agreement (Lyondell Petrochemical Co)
Right of First Option. (a) Except as set forth in Section 10.6, without the consent of both all of the General Partners, no Partner may Transfer less than all of its Units and no Partner may Transfer its Units for consideration other than cash. Any Limited Partner (or Limited Partners, if there are Affiliated Limited Partners) and its (or their) Affiliated General Partner desiring to Transfer all of their Units (together, the "Selling Partners") shall give written notice (the "Initial Notice") to the Partnership and the other Partners (the "Offeree Partners") stating that the Selling Partners desire to Transfer their Units and stating the cash purchase price and all other terms on which they are willing to sell (the "Offer Terms"). Delivery of an Initial Notice shall constitute the irrevocable offer of the Selling Partners to sell their Units to the Offeree Partners hereunder.
(b) The Offeree Partners shall have the option, exercisable by delivering written notice (the "Acceptance Notice") of such exercise to the Selling Partners within 45 days of the date of the Initial Notice, to elect to purchase all of the Units of the Selling Partners on the Offer Terms described in the Initial Notice. If all of the Offeree Partners deliver an Acceptance Notice, then all of the Units shall be transferred to the Offeree Partners on a pro rata basis (based on the ratio of the number of Units owned by each Offeree Partner delivering an Acceptance Notice to the number of Units owned by all Offeree Partners delivering an Acceptance Notice or on any other basis that shall be mutually agreed upon between the Offeree Partners delivering an Acceptance Notice). If less than all of the Offeree Partners deliver an Acceptance Notice, the Selling Partners shall give written notice thereof (the "Additional Notice") to the Offeree Partners electing to purchase, and such Offeree Partners shall have the option, exercisable by delivery of an Acceptance Notice of such exercise to the Selling Partners within 15 days of such Additional Notice, to purchase all of the Units, including the Units it had not previously elected to purchase; provided, however, that any election by an -------- ------- Offeree Partner not to purchase all such Units shall be deemed a rescission of such Offeree Partner's original Acceptance Notice and an election not to purchase any of the Units of the Selling Partners. The Acceptance Notice shall set a date for closing the purchase, such date to be not less than 30 nor more than 90 days after delivery of the Acceptance Notice; provided that such time -------- period shall be subject to extension as reasonably necessary (up to a maximum of an additional 120 days after such 90 day period) in order to comply with any applicable filing and waiting period requirements under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act. The closing shall be held at the Partnership's offices. The purchase price for the Selling Partners' Units shall be paid in cash delivered at the closing. The purchase shall be consummated by appropriate and customary documentation (including the giving of representations and warranties substantially similar to those set forth in Sections 2.1 through 2.3 of the Second Master Transaction Agreement).
(c) If none of the Offeree Partners elect to purchase the Selling Partners' Units within 45 days after the receipt of the Initial Notice, the Selling Partners shall have a further 180 days during which they may, subject to Sections 10.2(d) and (e), consummate the sale of their Units to a third party ------------------------ purchaser at a purchase price and on such other terms that are no more favorable to such purchaser than the Offer Terms. If the sale is not completed within such further 180-day period, the Initial Notice shall be deemed to have expired and a new notice and offer shall be required before the Selling Partners may make any Transfer of their Units.
(d) Before the Selling Partners may consummate a Transfer of their Units to a third party in accordance with this Agreement, the Selling Partners shall demonstrate to the Offeree Partners that the Person willing to serve as the proposed purchaser's guarantor under the agreement contemplated by Section ------- 10.2(e)(vi) has outstanding indebtedness that is rated investment grade by ----------- ▇▇▇▇▇'▇ Investors Service, Inc. and Standard & Poor's Corporation, or if such Person has no rated indebtedness outstanding, such Person shall provide an opinion from a nationally recognized investment banking firm that such Person could be reasonably expected to obtain such ratings.
(e) Notwithstanding the foregoing provisions of this Section 10.2, a ------------ Partner may Transfer its Units (other than pursuant to Section 10.6) only if all ------------ of the following occur:
(i) The Transfer is accomplished in a non-public offering in compliance with, and exempt from, the registration and qualification requirements of all federal and state securities laws and regulations.
(ii) The Transfer does not cause a default under any material contract to which the Partnership is a party or by which the Partnership or any of its properties is bound.
(iii) The transferee executes an appropriate agreement to be bound by this Agreement.
(iv) The transferor and/or transferee bears all reasonable costs incurred by the Partnership in connection with the Transfer.
(v) The business and activities of the transferee comply with Section 9.6.. -----------
(vi) The guarantor of the transferee satisfies the criteria set forth in Section 10.2(d) and delivers an agreement to the ultimate parent -------------- entity of the Offeree Partners and to the Partnership, substantially in the form of the Amended and Restated Parent Agreement.
(vii) The proposed transferor is not in default in the timely performance of any of its material obligations to the Partnership.
(viii) The provisions of Section 10.3 are satisfied.. ------------
Appears in 1 contract
Sources: Limited Partnership Agreement (Equistar Funding Corp)