Splits and Combinations. (a) Subject to Sections 5.10(d) and 6.6 (dealing with adjustments of distribution levels), the Partnership may make a Pro Rata distribution of Partnership Securities to all Record Holders or may effect a subdivision or combination of Partnership Securities so long as, after any such event, each Partner shall have the same Percentage Interest in the Partnership as before such event, and any amounts calculated on a per Unit basis or stated as a number of Units are proportionately adjusted retroactive to the beginning of the Partnership. (b) Whenever such a distribution, subdivision or combination of Partnership Securities is declared, the General Partner shall select a Record Date as of which the distribution, subdivision or combination shall be effective and shall send notice thereof at least 20 days prior to such Record Date to each Record Holder as of a date not less than 10 days prior to the date of such notice. The General Partner also may cause a firm of independent public accountants selected by it to calculate the number of Partnership Securities to be held by each Record Holder after giving effect to such distribution, subdivision or combination. The General Partner shall be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy of such calculation. (c) Promptly following any such distribution, subdivision or combination, the Partnership may issue Certificates, or other evidence of the issuance of uncertificated Units, to the Record Holders of Partnership Securities as of the applicable Record Date representing the new number of Partnership Securities held by such Record Holders, or the General Partner may adopt such other procedures as it may deem appropriate to reflect such changes. If any such combination results in a smaller total number of Partnership Securities Outstanding, the Partnership shall require, as a condition to the delivery to a Record Holder of such new Certificate, or other evidence of the issuance of uncertificated Units, the surrender of any Certificate, or other evidence of the issuance of uncertificated Units, held by such Record Holder immediately prior to such Record Date. (d) The Partnership shall not issue fractional Units upon any distribution, subdivision or combination of Units. If a distribution, subdivision or combination of Units would result in the issuance of fractional Units but for the provisions of Section 5.6(d) and this Section 5.10(d), each fractional Unit shall be rounded to the nearest whole Unit (and a 0.5 Unit shall be rounded to the next higher Unit).
Appears in 2 contracts
Sources: Limited Partnership Agreement (Enterprise Products Partners L P), Merger Agreement (Enterprise GP Holdings L.P.)
Splits and Combinations. (a) Subject to Sections 5.10(d) ), 6.6 and 6.6 6.9 (dealing with adjustments of distribution levels), the Partnership may make a Pro Rata distribution of Partnership Securities to all Record Holders or may effect a subdivision or combination of Partnership Securities so long as, after any such event, each Partner shall have the same Percentage Interest in the Partnership as before such event, and any amounts calculated on a per Unit basis (including any Common Unit Arrearage or Cumulative Common Unit Arrearage) or stated as a number of Units (including the number of Subordinated Units that may convert prior to the end of the Subordination Period, the number of additional Parity Units that may be issued pursuant to Section 5.7 without a Unitholder vote) are proportionately adjusted retroactive to the beginning of the Partnership.
(b) Whenever such a distribution, subdivision or combination of Partnership Securities is declared, the General Partner shall select a Record Date as of which the distribution, subdivision or combination shall be effective and shall send notice thereof at least 20 days prior to such Record Date to each Record Holder as of a date not less than 10 days prior to the date of such notice. The General Partner also may cause a firm of independent public accountants selected by it to calculate the number of Partnership Securities to be held by each Record Holder after giving effect to such distribution, subdivision or combination. The General Partner shall be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy of such calculation.
(c) Promptly following any such distribution, subdivision or combination, the Partnership may issue Certificates, Certificates or other evidence of the issuance of uncertificated Units, Common Units to the Record Holders of Partnership Securities as of the applicable Record Date representing the new number of Partnership Securities held by such Record Holders, or the General Partner may adopt such other procedures as it may deem appropriate to reflect such changes. If any such combination results in a smaller total number of Partnership Securities Outstanding, the Partnership shall require, as a condition to the delivery to a Record Holder of such new Certificate, Certificate or other evidence of the issuance of uncertificated Common Units, the surrender of any Certificate, or other evidence of the issuance of uncertificated Units, Common Units held by such Record Holder immediately prior to such Record Date.
(d) The Partnership shall not issue fractional Units upon any distribution, subdivision or combination of Units. If a distribution, subdivision or combination of Units would result in the issuance of fractional Units but for the provisions of Section 5.6(d5.7(e) and this Section 5.10(d), each fractional Unit shall be rounded to the nearest whole Unit (and a 0.5 Unit shall be rounded to the next higher Unit).
Appears in 2 contracts
Sources: Limited Partnership Agreement (Penn Virginia Resource Partners L P), Limited Partnership Agreement (Penn Virginia Resource Partners L P)
Splits and Combinations. (a) Subject to Sections 5.10(d) Section 5.9(e), Section 6.6 and 6.6 Section 6.9 (dealing with adjustments of distribution levels), the Partnership may make a Pro Rata distribution of Partnership Securities Interests (other than Series A Preferred Units) to all Record Holders or may effect a subdivision or combination of Partnership Securities Interests so long as, after any such event, each Partner shall have the same Percentage Interest in the Partnership as before such event, and any amounts calculated on a per Unit basis (including those based on the Stated Series A Unit Liquidation Preference, any Common Unit Arrearage or any Cumulative Common Unit Arrearage) or stated as a number of Units (including the number of Subordinated Units that may convert prior to the end of the Subordination Period) are proportionately adjusted retroactive to the beginning of the Partnershipadjusted.
(b) Whenever such a distribution, subdivision or combination of Partnership Securities Interests is declared, the General Partner shall select a Record Date as of which the distribution, subdivision or combination shall be effective and shall send notice thereof at least 20 days prior to such Record Date to each Record Holder as of a date not less than 10 days prior to the date of such noticenotice (or such shorter periods as required by applicable law). The General Partner also may cause a firm of independent public accountants selected by it to calculate the number of Partnership Securities Interests to be held by each Record Holder after giving effect to such distribution, subdivision or combination. The General Partner shall be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy of such calculation.
(c) Promptly following any such distribution, subdivision or combination, the Partnership may issue Certificates, Certificates or other evidence of the issuance of uncertificated Units, Partnership Interests to the Record Holders of Partnership Securities Interests as of the applicable Record Date representing the new number of Partnership Securities Interests held by such Record Holders, or the General Partner may adopt such other procedures as that it may deem determines to be necessary or appropriate to reflect such changes. If any such combination results in a smaller total number of Partnership Securities Interests Outstanding, the Partnership shall require, as a condition to the delivery to a Record Holder of such new Certificate, or other evidence of the issuance of uncertificated UnitsPartnership Interests represented by Certificates, the surrender of any Certificate, or other evidence of the issuance of uncertificated Units, Certificate held by such Record Holder immediately prior to such Record Date.
(d) The Partnership shall not issue fractional Units upon any distribution, subdivision subdivision, combination or combination conversion of Units. If a distribution, subdivision subdivision, combination or combination conversion of Units would result in the issuance of fractional Units but for the provisions of Section 5.6(d) and this Section 5.10(d5.9(d), each fractional Unit shall be rounded to the nearest whole Unit (and with fractional Units equal to or greater than a 0.5 Unit shall be being rounded to the next higher Unit).
Appears in 2 contracts
Sources: Limited Partnership Agreement (Landmark Infrastructure Partners LP), Limited Partnership Agreement
Splits and Combinations. (a) Subject to Sections 5.10(d) Section 5.9(d), Section 6.6 and 6.6 Section 6.9 (dealing with adjustments of distribution levels), the Partnership may make a Pro Rata distribution of Partnership Securities Interests (with General Partner Interests being distributed to General Partners and Limited Partner Interests being distributed to Limited Partners) to all Record Holders or may effect a subdivision or combination of Partnership Securities Interests so long as, after any such event, each Partner shall have the same Percentage Interest in the Partnership as before such event, and any amounts calculated on a per Unit basis (including any Common Unit Arrearage or Cumulative Common Unit Arrearage) or stated as a number of Units (including the number of Subordinated Units that may convert prior to the end of the Subordination Period) are proportionately adjusted retroactive to the beginning of the Partnershipadjusted.
(b) Whenever such a distribution, subdivision or combination of Partnership Securities Interests is declared, the General Partner shall select a Record Date as of which the distribution, subdivision or combination shall be effective and shall send notice thereof at least 20 days prior to such Record Date to each Record Holder as of a date not less than 10 days prior to the date of such noticenotice (or such shorter periods as required by applicable law). The General Partner also may cause a firm of independent public accountants selected by it to calculate the number of Partnership Securities Interests to be held by each Record Holder after giving effect to such distribution, subdivision or combination. The General Partner shall be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy of such calculation.
(c) Promptly following any such distribution, subdivision or combination, the Partnership may issue Certificates, Certificates or other evidence of the issuance of uncertificated Units, Partnership Interests to the Record Holders of Partnership Securities Interests as of the applicable Record Date representing the new number of Partnership Securities Interests held by such Record Holders, or the General Partner may adopt such other procedures as that it may deem determines to be necessary or appropriate to reflect such changes. If any such combination results in a smaller total number of Partnership Securities Interests Outstanding, the Partnership shall require, as a condition to the delivery to a Record Holder of such new Certificate, or other evidence of the issuance of uncertificated UnitsPartnership Interests represented by Certificates, the surrender of any Certificate, or other evidence of the issuance of uncertificated Units, Certificate held by such Record Holder immediately prior to such Record Date.
(d) The Partnership shall not issue fractional Units or General Partner Units upon any distribution, subdivision or combination of Units or General Partner Units. If a distribution, subdivision or combination of Units would result in the issuance of fractional Units or General Partner Units but for the provisions of Section 5.6(d) and this Section 5.10(d), each fractional Unit or General Partner Unit shall be rounded to the nearest whole Unit or General Partner Unit (with fractional Units and General Partner Units equal to or greater than a 0.5 Unit shall be or General Partner Unit being rounded to the next higher Unit or General Partner Unit).
Appears in 2 contracts
Sources: Limited Partnership Agreement, Agreement of Limited Partnership (OCI Resources LP)
Splits and Combinations. (a) Subject to Sections 5.10(d) and 6.6 (dealing with adjustments of distribution levelsSection 5.9(d), the Partnership may make a Pro Rata distribution of Partnership Securities Interests to all Record Holders or may effect a subdivision or combination of Partnership Securities Interests so long as, after any such event, each Partner shall have the same Percentage Interest in the Partnership as before such event, and any amounts calculated on a per Unit basis (including any Common Unit Arrearage or Cumulative Common Unit Arrearage) or stated as a number of Units are proportionately adjusted retroactive to the beginning of the Partnership.
(b) Whenever such a distribution, subdivision or combination of Partnership Securities Interests is declared, the General Partner shall select a Record Date as of which the distribution, subdivision or combination shall be effective and shall send notice thereof at least 20 days prior to such Record Date to each Record Holder as of a date not less than 10 days prior to the date of such notice. The General Partner also may cause a firm of independent public accountants selected by it to calculate the number of Partnership Securities Interests to be held by each Record Holder after giving effect to such distribution, subdivision or combination. The General Partner shall be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy of such calculation.
(c) Promptly following any such distribution, subdivision or combination, the Partnership may issue Certificates, or other evidence of the issuance of uncertificated Units, Certificates to the Record Holders of Partnership Securities Interests as of the applicable Record Date representing the new number of Partnership Securities Interests held by such Record Holders, or the General Partner may adopt such other procedures as that it may deem determines to be necessary or appropriate to reflect such changes. If any such combination results in a smaller total number of Partnership Securities Interests Outstanding, the Partnership shall require, as a condition to the delivery to a Record Holder of such new Certificate, or other evidence of the issuance of uncertificated Units, the surrender of any Certificate, or other evidence of the issuance of uncertificated Units, Certificate held by such Record Holder immediately prior to such Record Date.
(d) The Partnership shall not issue fractional Units upon any distribution, subdivision or combination of Units. If a distribution, subdivision or combination of Units would result in the issuance of fractional Units but for the provisions of Section 5.6(d) and this Section 5.10(d), each fractional Unit shall be rounded to the nearest whole Unit (and a 0.5 Unit shall be rounded to the next higher Unit).
Appears in 2 contracts
Sources: Limited Partnership Agreement, Limited Partnership Agreement (Oiltanking Partners, L.P.)
Splits and Combinations. (a) Subject to Sections 5.10(dparagraph (d) and 6.6 (dealing with adjustments of distribution levels)this Section, the Partnership Company may make a Pro Rata pro rata distribution of Partnership Securities Shares of any class or series to all Record Holders of such class or series of Shares, or may effect a subdivision or combination of Partnership Securities Shares of any class or series so long as, after any such event, (i) each Partner Record Holder of such class or series of Shares shall have the same Percentage Interest in the Partnership Company as before such event, and (ii) any amounts calculated on a per Unit Share basis or stated as a number of Units Shares are proportionately adjusted retroactive (including, with respect to any Issued Preferred Shares, the beginning Issued Preferred Shares Liquidation Preference, the per share amount of all distributions, the Partnershipredemption price and the voting rights).
(b) Whenever such a distribution, subdivision or combination of Partnership Securities Shares of a class or series is declared, the General Partner Board of Directors shall select a Record Date as of which the distribution, subdivision or combination shall be effective and shall send notice thereof at least 20 days prior to such Record Date to each Record Holder of such class or series of Shares as of a date not less than 10 days prior to the date of such notice. The General Partner Board of Directors also may cause a firm of independent public accountants selected by it to calculate the number of Partnership Securities Shares of such class or series to be held by each such Record Holder after giving effect to such distribution, subdivision or combination. The General Partner Board of Directors shall be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy of such calculation.
(c) Promptly following any such distribution, subdivision or combination, the Partnership Company may issue Certificates, or other evidence of the issuance of uncertificated Units, Certificates to the Record Holders of Partnership Securities Shares of such class or series as of the applicable Record Date representing the new number of Partnership Securities Shares of such class or series held by such Record Holders, or the General Partner Board of Directors may adopt such other procedures as that it may deem determines to be necessary or appropriate to reflect such changes. If any such combination results in a smaller total number of Partnership Securities Shares of such class or series Outstanding, the Partnership Company shall require, as a condition to the delivery to a Record Holder of such new Certificate, or other evidence of the issuance of uncertificated Units, the surrender of any Certificate, or other evidence Certificate in respect of the issuance Shares of uncertificated Units, such class or series held by such Record Holder immediately prior to such Record Date.
(d) The Partnership Company shall not issue fractional Units Shares upon any distribution, subdivision or combination of UnitsShares. If a distribution, subdivision or combination of Units Shares would otherwise result in the issuance of fractional Units but for the provisions of Section 5.6(d) and this Section 5.10(d)Shares, each fractional Unit Share shall be rounded to the nearest whole Unit Share (and a 0.5 Unit Share shall be rounded to the next higher Unit)Share) or the Company may pay cash in lieu of the issuance of any such fractional Shares as determined by the Board of Directors.
Appears in 2 contracts
Sources: Limited Liability Company Agreement (Fortress Transportation & Infrastructure Investors LLC), Limited Liability Company Agreement (Fortress Transportation & Infrastructure Investors LLC)
Splits and Combinations. (a) Subject to Sections 5.10(d5.8(d) and 6.6 6.5 (dealing with adjustments of distribution levels), the Partnership may make a Pro Rata distribution of Partnership Securities (other than Series A Preferred Units or Series B Preferred Units) to all Record Holders of the same class or series of Partnership Securities or may effect a subdivision or combination of the same class or series of Partnership Securities so long as, after any such event, each Partner holding such class or series of such Partnership Securities shall have the same Percentage Interest in the Partnership as before such event, and any amounts calculated on a per Unit basis (including those based on the applicable Preferred Unit Liquidation Preference or the applicable Stated Preferred Unit Liquidation Preference) or stated as a number of Units are proportionately adjusted retroactive adjusted, to the beginning of the Partnershipextent applicable.
(b) Whenever such a distribution, subdivision or combination of Partnership Securities is declared, the General Partner shall select a Record Date as of which the distribution, subdivision or combination shall be effective and shall send notice thereof at least 20 days prior to such Record Date to each Record Holder as of a date not less than 10 days prior to the date of such notice. The General Partner also may cause a firm of independent public accountants selected by it to calculate the number of Partnership Securities to be held by each Record Holder after giving effect to such distribution, subdivision or combination. The General Partner shall be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy of such calculation.
(c) Promptly following any such distribution, subdivision or combination, the Partnership may issue Certificates, or other evidence of the issuance of uncertificated Units, Certificates to the Record Holders of Partnership Securities as of the applicable Record Date representing the new number of Partnership Securities held by such Record Holders, or the General Partner may adopt such other procedures as that it may deem determines to be necessary or appropriate to reflect such changes. If any such combination results in a smaller total number of Partnership Securities Outstanding, the Partnership shall require, as a condition to the delivery to a Record Holder of such new Certificate, or other evidence of the issuance of uncertificated Units, the surrender of any Certificate, or other evidence of the issuance of uncertificated Units, Certificate held by such Record Holder immediately prior to such Record Date.
(d) The Partnership shall not issue fractional Units upon any distribution, subdivision or combination of Units. If a distribution, subdivision or combination of Units would result in the issuance of fractional Units but for the provisions of Section 5.6(d) and this Section 5.10(d5.8(d), each fractional Unit shall be rounded to the nearest whole Unit (and a 0.5 Unit shall be rounded to the next higher Unit).
Appears in 2 contracts
Sources: Limited Partnership Agreement (Teekay Offshore Partners L.P.), Agreement of Limited Partnership (Teekay Offshore Partners L.P.)
Splits and Combinations. (a) Subject to Sections 5.10(d) ), 6.6 and 6.6 6.8 (dealing with adjustments of distribution levels), the Partnership may make a Pro Rata distribution of Partnership Securities to all Record Holders or may effect a subdivision or combination of Partnership Securities so long as, after any such event, each Partner shall have the same Percentage Interest in the Partnership as before such event, and any amounts calculated on a per Unit basis or stated as a number of Units are proportionately adjusted retroactive to the beginning of the Partnership.
(b) Whenever such a distribution, subdivision or combination of Partnership Securities is declared, the General Partner shall select a Record Date as of which the distribution, subdivision or combination shall be effective and shall send notice thereof at least 20 days prior to such Record Date to each Record Holder as of a date not less than 10 days prior to the date of such notice. The General Partner also may cause a firm of independent public accountants selected by it to calculate the number of Partnership Securities to be held by each Record Holder after giving effect to such distribution, subdivision or combination. The General Partner shall be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy of such calculation.
(c) Promptly following any such distribution, subdivision or combination, the Partnership may issue Certificates, or other evidence of the issuance of uncertificated Units, Certificates to the Record Holders of Partnership Securities as of the applicable Record Date representing the new number of Partnership Securities held by such Record Holders, or the General Partner may adopt such other procedures as it may deem appropriate to reflect such changes. If any such combination results in a smaller total number of Partnership Securities Outstanding, the Partnership shall require, as a condition to the delivery to a Record Holder of such new Certificate, or other evidence of the issuance of uncertificated Units, the surrender of any Certificate, or other evidence of the issuance of uncertificated Units, Certificate held by such Record Holder immediately prior to such Record Date.
(d) The Partnership shall not issue fractional Units upon any distribution, subdivision or combination of Units. If a distribution, subdivision or combination of Units would result in the issuance of fractional Units but for the provisions of Section 5.6(d) and this Section 5.10(d), each fractional Unit shall be rounded to the nearest whole Unit (and a 0.5 Unit shall be rounded to the next higher Unit).
Appears in 2 contracts
Sources: Limited Partnership Agreement (Enterprise Products Partners L P), Agreement of Limited Partnership (Enterprise Products Partners L P)
Splits and Combinations. (a) Subject to Sections 5.10(d) ), 6.6 and 6.6 6.9 (dealing with adjustments of distribution levels), the Partnership may make a Pro Rata distribution of Partnership Securities to all Record Holders or may effect a subdivision or combination of Partnership Securities so long as, after any such event, each Partner shall have the same Percentage Interest in the Partnership as before such event, and any amounts calculated on a per Unit basis (including any Common Unit Arrearage or Cumulative Common Unit Arrearage) or stated as a number of Units (including the number of Subordinated Units that may convert prior to the end of the Subordination Period and the number of additional Parity Units that may be issued pursuant to Section 5.7 without a Unitholder vote) are proportionately adjusted retroactive to the beginning of the Partnership.
(b) Whenever such a distribution, subdivision or combination of Partnership Securities is declared, the General Partner shall select a Record Date as of which the distribution, subdivision or combination shall be effective and shall send notice thereof at least 20 days prior to such Record Date to each Record Holder as of a date not less than 10 days prior to the date of such notice. The General Partner also may cause a firm of independent public accountants selected by it to calculate the number of Partnership Securities to be held by each Record Holder after giving effect to such distribution, subdivision or combination. The General Partner shall be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy of such calculation.
(c) Promptly following any such distribution, subdivision or combination, the Partnership may issue Certificates, or other evidence of the issuance of uncertificated Units, Certificates to the Record Holders of Partnership Securities as of the applicable Record Date representing the new number of Partnership Securities held by such Record Holders, or the General Partner may adopt such other procedures as it may deem appropriate to reflect such changes. If any such combination results in a smaller total number of Partnership Securities Outstanding, the Partnership shall require, as a condition to the delivery to a Record Holder of such new Certificate, or other evidence of the issuance of uncertificated Units, the surrender of any Certificate, or other evidence of the issuance of uncertificated Units, Certificate held by such Record Holder immediately prior to such Record Date.
(d) The Partnership shall not issue fractional Units upon any distribution, subdivision or combination of Units. If a distribution, subdivision or combination of Units would result in the issuance of fractional Units but for the provisions of Section 5.6(d5.7(e) and this Section 5.10(d), each fractional Unit shall be rounded to the nearest whole Unit (and a 0.5 Unit shall be rounded to the next higher Unit).
Appears in 2 contracts
Sources: Limited Partnership Agreement (Penn Virginia Resource Partners L P), Limited Partnership Agreement (Martin Midstream Partners Lp)
Splits and Combinations. (a) Subject to Sections 5.10(d) and 6.6 (dealing with adjustments of distribution levelsSection 5.7(d), the Partnership may make a Pro Rata distribution of Partnership Securities to all Record Holders or may effect a subdivision or combination of Partnership Securities so long as, after any such event, each Partner shall have the same Percentage Interest in the Partnership as before such event, and any amounts calculated on a per Unit basis or stated as a number of Units (including the number of Common Units into which Class B Units are convertible) are proportionately adjusted retroactive to the beginning of the Partnershipadjusted.
(b) Whenever such a distribution, subdivision or combination of Partnership Securities is declared, the General Partner shall select a Record Date as of which the distribution, subdivision or combination shall be effective and shall send notice thereof at least 20 days prior to such Record Date to each Record Holder as of a date not less than 10 days prior to the date of such notice. The General Partner also may cause a firm of independent public accountants selected by it to calculate the number of Partnership Securities to be held by each Record Holder after giving effect to such distribution, subdivision or combination. The General Partner shall be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy of such calculation.
(c) Promptly following any such distribution, subdivision or combination, the Partnership may issue Certificates, or other evidence of the issuance of uncertificated Units, Certificates to the Record Holders of Partnership Securities as of the applicable Record Date representing the new number of Partnership Securities held by such Record Holders, or the General Partner may adopt such other procedures as that it may deem determines to be necessary or appropriate to reflect such changes. If any such combination results in a smaller total number of Partnership Securities Outstanding, the Partnership shall require, as a condition to the delivery to a Record Holder of such new Certificate, or other evidence of the issuance of uncertificated Units, the surrender of any Certificate, or other evidence of the issuance of uncertificated Units, Certificate held by such Record Holder immediately prior to such Record Date.
(d) The Partnership shall not issue fractional Units upon any distribution, subdivision or combination of Units. If a distribution, subdivision or combination of Units would result in the issuance of fractional Units but for the provisions of Section 5.6(d) and this Section 5.10(d), each fractional Unit shall be rounded to the nearest whole Unit (and a 0.5 Unit shall be rounded to the next higher Unit).
Appears in 1 contract
Sources: Agreement of Limited Partnership (Hiland Holdings GP, LP)
Splits and Combinations. (a) Subject to Sections 5.10(d5.8(d) and 6.6 6.4 (dealing with adjustments of distribution levels), the Partnership may make a Pro Rata distribution of Partnership Securities to all Record Holders or may effect a subdivision or combination of Partnership Securities so long as, after any such event, each Partner shall have the same Percentage Interest in the Partnership as before such event, and any amounts calculated on a per Unit basis or stated as a number of Units are proportionately adjusted retroactive to the beginning of the Partnershipadjusted.
(b) Whenever such a distribution, subdivision or combination of Partnership Securities is declared, the General Partner Board of Directors shall select a Record Date as of which the distribution, subdivision or combination shall be effective and shall send notice thereof at least 20 days prior to such Record Date to each Record Holder as of a date not less than 10 days prior to the date of such notice. The General Partner Board of Directors also may cause a firm of independent public accountants selected by it to calculate the number of Partnership Securities to be held by each Record Holder after giving effect to such distribution, subdivision or combination. The General Partner Board of Directors shall be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy of such calculation.
(c) Promptly following any such distribution, subdivision or combination, the Partnership may issue Certificates, or other evidence of the issuance of uncertificated Units, Certificates to the Record Holders of Partnership Securities as of the applicable Record Date representing the new number of Partnership Securities held by such Record Holders, or the General Partner Board of Directors may adopt such other procedures as that it may deem determines to be necessary or appropriate to reflect such changes. If any such combination results in a smaller total number of Partnership Securities Outstanding, the Partnership shall require, as a condition to the delivery to a Record Holder of such new Certificate, or other evidence of the issuance of uncertificated Units, the surrender of any Certificate, or other evidence of the issuance of uncertificated Units, Certificate held by such Record Holder immediately prior to such Record Date.
(d) The Partnership shall not issue fractional Units upon any distribution, subdivision or combination of Units. If a distribution, subdivision or combination of Units would result in the issuance of fractional Units but for the provisions of Section 5.6(d) and this Section 5.10(d5.8(d), each fractional Unit shall be rounded to the nearest whole Unit (and a 0.5 Unit shall be rounded to the next higher Unit).
Appears in 1 contract
Sources: Limited Partnership Agreement (Navios Maritime Midstream Partners LP)
Splits and Combinations. (a) Subject to Sections 5.10(d) and 6.6 (dealing with adjustments of distribution levels), the The Partnership may make a Pro Rata distribution of Partnership Securities Interests to all Record Holders or may effect a subdivision or combination of Partnership Securities Interests so long as, after any such event, each Partner shall have the same Percentage Interest in the Partnership as before such eventevent (subject to the effect of Section 5.9(d)), and any amounts calculated on a per Unit basis (including any Common Unit Arrearage or Cumulative Common Unit Arrearage) or stated as a number of Units are proportionately adjusted retroactive to the beginning of the Partnership.
(b) Whenever such a distribution, subdivision or combination of Partnership Securities Interests is declared, the General Partner shall select a Record Date as of which the distribution, subdivision or combination shall be effective and shall send notice thereof at least 20 days prior to such Record Date to each Record Holder as of a date not less than 10 days prior to the date of such notice. The General Partner also may cause a firm of independent public accountants selected by it to calculate the number of Partnership Securities Interests to be held by each Record Holder after giving effect to such distribution, subdivision or combination. The General Partner shall be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy of such calculation.. ARC LOGISTICS PARTNERS LP FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
(c) Promptly following any such distribution, subdivision or combination, the Partnership may issue Certificates, or other evidence of the issuance of uncertificated Units, Certificates to the Record Holders of Partnership Securities Interests as of the applicable Record Date representing the new number of Partnership Securities Interests held by such Record Holders, or the General Partner may adopt such other procedures as that it may deem determines to be necessary or appropriate to reflect such changes. If any such combination results in a smaller total number of Partnership Securities Interests Outstanding, the Partnership shall require, as a condition to the delivery to a Record Holder of such new Certificate, or other evidence of the issuance of uncertificated Units, the surrender of any Certificate, or other evidence of the issuance of uncertificated Units, Certificate held by such Record Holder immediately prior to such Record Date.
(d) The Partnership shall not issue fractional Units upon any distribution, subdivision or combination of Units. If a distribution, subdivision or combination of Units would result in the issuance of fractional Units but for the provisions of Section 5.6(d) and this Section 5.10(d), each fractional Unit shall be rounded to the nearest whole Unit (and a 0.5 Unit shall be rounded to the next higher Unit).
Appears in 1 contract
Sources: Limited Partnership Agreement (Arc Logistics Partners LP)
Splits and Combinations. (a) Subject to Sections Section 5.10(d) ), 6.6 and 6.6 6.7 (dealing with adjustments of distribution levels), the Partnership Company may make a Pro Rata distribution of Partnership Company Securities to all Record Holders or may effect a subdivision or combination of Partnership Company Securities so long as, after any such event, each Partner Member shall have the same Percentage Interest in the Partnership Company as before such event, and any amounts calculated on a per Unit basis or stated as a number of Units are proportionately adjusted retroactive to the beginning date of formation of the PartnershipCompany.
(b) Whenever such a distribution, subdivision or combination of Partnership Company Securities is declared, the General Partner Board of Directors shall select a Record Date as of which the distribution, subdivision or combination shall be effective and shall send notice thereof at least 20 days prior to such Record Date to each Record Holder as of a date not less than 10 days prior to the date of such notice. The General Partner Board of Directors also may cause a firm of independent public accountants selected by it to calculate the number of Partnership Company Securities to be held by each Record Holder after giving effect to such distribution, subdivision or combination. The General Partner Board of Directors shall be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy of such calculation.
(c) Promptly following any such distribution, subdivision or combination, the Partnership Company may issue Certificates, or other evidence of the issuance of uncertificated Units, Certificates to the Record Holders of Partnership Company Securities as of the applicable Record Date representing the new number of Partnership Company Securities held by such Record Holders, or the General Partner Board of Directors may adopt such other procedures as that it may deem determines to be necessary or appropriate to reflect such changes. If any such combination results in a smaller total number of Partnership Company Securities Outstanding, the Partnership Company shall require, as a condition to the delivery to a Record Holder of such new Certificate, or other evidence of the issuance of uncertificated Units, the surrender of any Certificate, or other evidence of the issuance of uncertificated Units, Certificate held by such Record Holder immediately prior to such Record Date.
(d) The Partnership Company shall not issue fractional Units upon any distribution, subdivision or combination of Units. If a distribution, subdivision or combination of Units would result in the issuance of fractional Units but for the provisions of Section 5.6(d) and this Section 5.10(d), each fractional Unit shall be rounded to the nearest whole Unit (and a 0.5 Unit shall be rounded to the next higher Unit).
Appears in 1 contract
Sources: Limited Liability Company Agreement (Copano Energy, L.L.C.)
Splits and Combinations. (a) Subject to Sections Section 5.10(d) ), 6.6 and 6.6 6.8 (dealing with adjustments of distribution levels), the Partnership Company may make a Pro Rata distribution of Partnership Company Securities to all Record Holders or may effect a subdivision or combination of Partnership Company Securities so long as, after any such event, each Partner Member shall have the same Percentage Interest in the Partnership Company as before such event, and any amounts calculated on a per Unit basis (including any Common Unit Arrearage or Cumulative Common Unit Arrearage) or stated as a number of Units (including the number of Subordinated Units that may convert prior to the end of the Subordination Period and the number of additional Parity Units that may be issued pursuant to Section 5.7 without a Unitholder vote) are proportionately adjusted retroactive to the beginning of the PartnershipCompany.
(b) Whenever such a distribution, subdivision or combination of Partnership Company Securities is declared, the General Partner Board of Directors shall select a Record Date as of which the distribution, subdivision or combination shall be effective and shall send notice thereof at least 20 days prior to such Record Date to each Record Holder as of a date not less than 10 days prior to the date of such notice. The General Partner Board of Directors also may cause a firm of independent public accountants selected by it to calculate the number of Partnership Company Securities to be held by each Record Holder after giving effect to such distribution, subdivision or combination. The General Partner Board of Directors shall be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy of such calculation.
(c) Promptly following any such distribution, subdivision or combination, the Partnership Company may issue Certificates, or other evidence of the issuance of uncertificated Units, Certificates to the Record Holders of Partnership Company Securities as of the applicable Record Date representing the new number of Partnership Company Securities held by such Record Holders, or the General Partner Board of Directors may adopt such other procedures as that it may deem determines to be necessary or appropriate to reflect such changes. If any such combination results in a smaller total number of Partnership Company Securities Outstanding, the Partnership Company shall require, as a condition to the delivery to a Record Holder of such new Certificate, or other evidence of the issuance of uncertificated Units, the surrender of any Certificate, or other evidence of the issuance of uncertificated Units, Certificate held by such Record Holder immediately prior to such Record Date.
(d) The Partnership Company shall not issue fractional Units upon any distribution, subdivision or combination of Units. If a distribution, subdivision or combination of Units would result in the issuance of fractional Units but for the provisions of Section 5.6(d5.7(e) and this Section 5.10(d), each fractional Unit shall be rounded to the nearest whole Unit (and a 0.5 Unit shall be rounded to the next higher Unit).
Appears in 1 contract
Sources: Limited Liability Company Agreement (Copano Energy, L.L.C.)
Splits and Combinations. (a) Subject to Sections 5.10(d) 5.9(d), 6.6 and 6.6 6.9 (dealing with adjustments of distribution levels), the Partnership may make a Pro Rata distribution of Partnership Securities to all Record Holders or may effect a subdivision or combination of Partnership Securities so long as, after any such event, each Partner shall have the same Percentage Interest in the Partnership as before such event, and any amounts calculated on a per Unit basis (including any Common Unit Arrearage, Cumulative Common Unit Arrearage, Class B Unit Arrearage or Cumulative Class B Unit Arrearage) or stated as a number of Units (including the number of Common Units into which Subordinated Units may convert prior to the end of the Subordination Period and the number of Common Units into which Class B Units may convert) are proportionately adjusted retroactive to the beginning of the Partnershipadjusted.
(b) Whenever such a distribution, subdivision or combination of Partnership Securities is declared, the General Partner shall select a Record Date as of which the distribution, subdivision or combination shall be effective and shall send notice thereof at least 20 days prior to such Record Date to each Record Holder as of a date not less than 10 days prior to the date of such notice. The General Partner also may cause a firm of independent public accountants selected by it to calculate the number of Partnership Securities to be held by each Record Holder after giving effect to such distribution, subdivision or combination. The General Partner shall be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy of such calculation.
(c) Promptly following any such distribution, subdivision or combination, the Partnership may issue Certificates, or other evidence of the issuance of uncertificated Units, Certificates to the Record Holders of Partnership Securities as of the applicable Record Date representing the new number of Partnership Securities held by such Record Holders, or the General Partner may adopt such other procedures as that it may deem determines to be necessary or appropriate to reflect such changes. If any such combination results in a smaller total number of Partnership Securities Outstanding, the Partnership shall require, as a condition to the delivery to a Record Holder of such new Certificate, or other evidence of the issuance of uncertificated Units, the surrender of any Certificate, or other evidence of the issuance of uncertificated Units, Certificate held by such Record Holder immediately prior to such Record Date.
(d) The Partnership shall not issue fractional Units upon any distribution, subdivision or combination of Units. If a distribution, subdivision or combination of Units would result in the issuance of fractional Units but for the provisions of Section 5.6(d) and this Section 5.10(d5.9(d), each fractional Unit shall be rounded to the nearest whole Unit (and a 0.5 Unit shall be rounded to the next higher Unit).
Appears in 1 contract
Splits and Combinations. (a) Subject to Sections 5.10(d) Section 5.9(e), Section 6.6 and 6.6 Section 6.9 (dealing with adjustments of distribution levels), the Partnership may make a Pro Rata distribution of Partnership Securities Interests to all Record Holders or may effect a subdivision or combination of Partnership Securities Interests so long as, after any such event, each Partner shall have the same Percentage Interest in the Partnership as before such event, and any amounts calculated on a per Unit basis or stated as a number of Units are proportionately adjusted retroactive to the beginning of the Partnershipadjusted.
(b) Whenever such a distribution, subdivision or combination of Partnership Securities Interests is declared, the General Partner shall select a Record Date as of which the distribution, subdivision or combination shall be effective and shall send notice thereof at least 20 days prior to such Record Date to each Record Holder as of a date not less than 10 days prior to the date of such noticenotice (or such shorter periods as required by applicable law). The General Partner also may cause a firm of independent public accountants selected by it to calculate the number of Partnership Securities Interests to be held by each Record Holder after giving effect to such distribution, subdivision or combination. The General Partner shall be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy of such calculation.
(c) If a Pro Rata distribution of Partnership Interests, or a subdivision or combination of Partnership Interests, is made as contemplated in this Section 5.9, the number of hypothetical limited partner units representing the General Partner Interest constituting the Percentage Interest of the General Partner (as determined immediately prior to the Record Date for such distribution, subdivision or combination) shall be appropriately adjusted as of the date of payment of such distribution, or the effective date of such subdivision or combination, to maintain such Percentage Interest of the General Partner.
(d) Promptly following any such distribution, subdivision or combination, the Partnership may issue Certificates, Certificates or other evidence of the issuance of uncertificated Units, Partnership Interests to the Record Holders of Partnership Securities Interests as of the applicable Record Date representing the new number of Partnership Securities Interests held by such Record Holders, or the General Partner may adopt such other procedures as that it may deem determines to be necessary or appropriate to reflect such changes. If any such combination results in a smaller total number of Partnership Securities Interests Outstanding, the Partnership shall require, as a condition to the delivery to a Record Holder of such new Certificate, or other evidence of the issuance of uncertificated UnitsPartnership Interests represented by Certificates, the surrender of any Certificate, or other evidence of the issuance of uncertificated Units, Certificate held by such Record Holder immediately prior to such Record Date.
(de) The Partnership shall not issue fractional Units (or fractional hypothetical limited partner units representing the General Partner Interest) upon any distribution, subdivision or combination of Units. If a distribution, subdivision or combination of Units would result in the issuance of fractional Units (and fractional hypothetical limited partner units representing the General Partner Interest) but for the provisions of Section 5.6(d) and this Section 5.10(d5.9(e), each fractional Unit (and hypothetical limited partner unit) shall be rounded to the nearest whole Unit (and or hypothetical limited partner unit), with fractional Units (or hypothetical limited partner units) equal to or greater than a 0.5 Unit shall be (or hypothetical limited partner unit) being rounded to the next higher UnitUnit (or hypothetical limited partner unit).
Section 5.10 Fully Paid and Non-Assessable
Appears in 1 contract
Sources: Limited Partnership Agreement
Splits and Combinations. (a) Subject to Sections 5.10(dSection 5.8(d) and 6.6 Section 6.5 (dealing with adjustments of distribution levels), the Partnership may make a Pro Rata distribution of Partnership Securities Interests (other than Series A Preference Units) to all Record Holders of the same class or series of Partnership Interests or may effect a subdivision or combination of the same class or series of Partnership Securities Interests so long as, after any such event, each Partner holding such class or series of such Partnership Interests shall have the same Percentage Interest in the Partnership as before such event, and any amounts calculated on a per Unit basis (including those based on the Series A Liquidation Preference or the Stated Series A Unit Liquidation Preference) or stated as a number of Units are proportionately adjusted retroactive adjusted, to the beginning of the Partnershipextent applicable.
(b) Whenever such a Pro Rata distribution, subdivision or combination of Partnership Securities Interests is declared, the General Partner Board of Directors shall select a Record Date as of which the distribution, subdivision or combination shall be effective and shall send notice thereof at least 20 days prior to such Record Date to each Record Holder as of a date not less than 10 days prior to the date of such notice. The General Partner Board of Directors also may cause a firm of independent public accountants selected by it to calculate the number of Partnership Securities Interests to be held by each Record Holder after giving effect to such distribution, subdivision or combination. The General Partner Board of Directors shall be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy of such calculation.
(c) Promptly following any such distribution, subdivision or combination, the Partnership may issue Certificates, Certificates or other evidence of the issuance of uncertificated Units, Partnership Interests to the Record Holders of Partnership Securities Interests as of the applicable Record Date representing the new number of Partnership Securities Interests held by such Record Holders, or the General Partner Board of Directors may adopt such other procedures as that it may deem determines to be necessary or appropriate to reflect such changes. If any such combination results in a smaller total number of Partnership Securities Interests Outstanding, the Partnership shall require, as a condition to the delivery to a Record Holder of such new Certificate, Certificate or other evidence of the issuance of uncertificated UnitsPartnership Interest, the surrender of any Certificate, or other evidence of the issuance of uncertificated Units, Certificate held by such Record Holder immediately prior to such Record Date.
(d) The Partnership shall not issue fractional Units upon any distribution, subdivision or combination of Units. If a distribution, subdivision or combination of Units would result in the issuance of fractional Units but for the provisions of Section 5.6(d) and this Section 5.10(d5.8(d), each fractional Unit shall be rounded to the nearest whole Unit (and a 0.5 Unit shall be rounded to the next higher Unit).
Appears in 1 contract
Splits and Combinations. (a) Subject to Sections 5.10(d) 5.8(d), 6.6 and 6.6 6.9 (dealing with adjustments of distribution levels), the Partnership Company may make a Pro Rata distribution of Partnership Securities Membership Interests to all Record Holders or may effect a subdivision or combination of Partnership Securities Membership Interests so long as, after any such event, each Partner Member shall have the same Percentage Interest in the Partnership Company as before such event, and any amounts calculated on a per Unit basis (including any Common Unit Arrearage or Cumulative Common Unit Arrearage) or stated as a number of Units are proportionately adjusted retroactive to adjusted, provided, however, that the beginning Company may not effect a subdivision or combination of Membership Interests described in this Section 5.8(a) unless the PartnershipManaging Member also effects an equivalent subdivision or combination, as determined by the Managing Member.
(b) Whenever such a distribution, subdivision or combination of Partnership Securities Membership Interests is declared, the General Partner Managing Member shall select a Record Date as of which the distribution, subdivision or combination shall be effective and shall send notice thereof at least 20 days prior to such Record Date to each Record Holder as of a date not less than 10 days prior to the date of such notice. The General Partner Managing Member also may cause a firm of independent public accountants selected by it to calculate the number of Partnership Securities Membership Interests to be held by each Record Holder after giving effect to such distribution, subdivision or combination. The General Partner Managing Member shall be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy of such calculation.
(c) Promptly following any such distribution, subdivision or combination, the Partnership Managing Member may issue Certificates, Certificates or other evidence of the issuance of uncertificated Units, Membership Interests to the Record Holders of Partnership Securities Membership Interests as of the applicable Record Date representing the new number of Partnership Securities Membership Interests held by such Record Holders, or the General Partner Managing Member may adopt such other procedures as that it may deem determines to be necessary or appropriate to reflect such changes. If any such combination results in a smaller total number of Partnership Securities Membership Interests Outstanding, the Partnership Company shall require, as a condition to the delivery to a Record Holder of such new Certificate, or other evidence of the issuance of uncertificated UnitsMembership Interests represented by Certificates, the surrender of any Certificate, or other evidence of the issuance of uncertificated Units, Certificate held by such Record Holder immediately prior to such Record Date.
(d) The Partnership Company shall not issue fractional Units upon any distribution, subdivision or combination of Units. If a distribution, subdivision or combination of Units would result in the issuance of fractional Units but for the provisions of Section 5.6(dSection 5.4(e) and this Section 5.10(dSection 5.8(d), each fractional Unit shall be rounded to the nearest whole Unit (and with fractional Units equal to or greater than a 0.5 Unit shall be being rounded to the next higher Unit).
Appears in 1 contract
Sources: Limited Liability Company Agreement (Sunpower Corp)
Splits and Combinations. (a) Subject to Sections 5.10(d) 4.9(d), 5.6 and 6.6 5.8 (dealing with adjustments of distribution levels), the Partnership General Partner may make a Pro Rata pro rata distribution of Partnership Securities to all Record Holders or may effect a subdivision or combination of Partnership Securities so long as, after any such event, each Partner shall have the same Percentage Interest in the Partnership as before such event, and any amounts calculated on a per Unit basis or stated as a (including the number of Class B Common Units issuable upon conversion of the Senior Subordinated Units and Junior Subordinated Units, the number of Senior Subordinated Units or Class B Common Units issuable pursuant to Section 4.6, and the number of additional Parity Units that may be issued pursuant to Section 4.5 without a Unitholder vote) are proportionately adjusted retroactive to the beginning of the Partnership.
(b) Whenever such a distribution, subdivision or combination of Partnership Securities is declared, the General Partner shall select a Record Date as of which the distribution, subdivision or combination shall be effective and shall send notice thereof at least 20 days prior to such Record Date to each Record Holder as of a the date not less than 10 days prior to the date of such notice. The General Partner also may cause a firm of independent public accountants selected by it to calculate the number of Partnership Securities Units to be held by each Record Holder after giving effect to such distribution, subdivision or combination. The General Partner shall be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy of such calculation.
(c) Promptly following any such distribution, subdivision or combination, the Partnership General Partner may issue Certificates, or other evidence of the issuance of uncertificated Units, cause Certificates to be issued to the Record Holders of Partnership Securities Units as of the applicable Record Date representing the new number of Partnership Securities Units held by such Record Holders, or the General Partner may adopt such other procedures as it may deem appropriate to reflect such changes. If any such combination results in a smaller total number of Partnership Securities Units Outstanding, the Partnership General Partner shall require, as a condition to the delivery to a Record Holder of such new Certificate, or other evidence of the issuance of uncertificated Units, the surrender of any Certificate, or other evidence of the issuance of uncertificated Units, Certificate held by such Record Holder immediately prior to such Record Date.
(d) The Partnership shall not issue fractional Units upon any distribution, subdivision or combination of Units. If a distribution, subdivision or combination of Units would result in the issuance of fractional Units but for the provisions of Section 5.6(d) and this Section 5.10(d4.8(d), each fractional Unit shall be rounded to the nearest whole Unit (and a 0.5 Unit shall be rounded to the next higher Unit).
Appears in 1 contract
Sources: Limited Partnership Agreement (Star Gas Finance Co)
Splits and Combinations. (a) Subject to Sections 5.10(d) and 6.6 (dealing with adjustments of distribution levelsSection 5.5(d), the Partnership Company may make a Pro Rata distribution of Partnership Securities Company Interests to all Record Holders or may effect a subdivision or combination of Partnership Securities Company Interests so long as, after any such event, each Partner Member shall have the same Percentage Interest in the Partnership Company as before such event, and any amounts calculated on a per Unit basis or stated as a number of Units are proportionately adjusted retroactive to the beginning of the Partnershipadjusted.
(b) Whenever such a distribution, subdivision or combination of Partnership Securities Company Interests is declared, the General Partner Board of Directors shall select a Record Date as of which the distribution, subdivision or combination shall be effective and shall send notice thereof at least 20 days prior to such Record Date to each Record Holder as of a date not less than 10 days prior to the date of such notice. The General Partner Board of Directors also may cause a firm of independent public accountants selected by it to calculate the number of Partnership Securities Company Interests to be held by each Record Holder after giving effect to such distribution, subdivision or combination. The General Partner Board of Directors shall be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy of such calculation.
(c) Promptly following any such distribution, subdivision or combination, the Partnership Company may issue Certificates, Certificates or other evidence of the issuance of uncertificated Units, Company Interests to the Record Holders of Partnership Securities Company Interests as of the applicable Record Date representing the new number of Partnership Securities Company Interests held by such Record Holders, or the General Partner Board of Directors may adopt such other procedures as that it may deem determines to be necessary or appropriate to reflect such changes. If any such combination results in a smaller total number of Partnership Securities Company Interests Outstanding, and a Company Interest is represented by a Certificate, then the Partnership Company shall require, as a condition to the delivery to a Record Holder of such new Certificate, or other evidence of the issuance of uncertificated Units, the surrender of any Certificate, or other evidence of the issuance of uncertificated Units, Certificate held by such Record Holder immediately prior to such Record Date.
(d) The Partnership shall not issue fractional Units upon any distribution, subdivision or combination of Units. If a distribution, subdivision or combination of Units would result in the issuance of fractional Units but for the provisions of Section 5.6(d) and this Section 5.10(d), each fractional Unit shall be rounded to the nearest whole Unit (and a 0.5 Unit shall be rounded to the next higher Unit).
Appears in 1 contract
Sources: Limited Liability Company Agreement (Atlas Energy Group, LLC)
Splits and Combinations. (a) Subject to Sections 5.10(d) ), 6.6 and 6.6 6.9 (dealing with adjustments of distribution levels), the Partnership may make a Pro Rata distribution of Partnership Securities to all Record Holders or may effect a subdivision or combination of Partnership Securities so long as, after any such event, each Partner shall have the same Percentage Interest in the Partnership as before such event, and any amounts calculated on a per Unit basis (including any Common Unit Arrearage or Cumulative Common Unit Arrearage) or stated as a number of Units (including the number of Subordinated Units that may convert prior to the end of the Subordination Period and the number of additional Parity Units that may be issued pursuant to Section 5.7 without a Unitholder vote) are proportionately adjusted retroactive to the beginning of the Partnership.
(b) Whenever such a distribution, subdivision or combination of Partnership Securities is declared, the General Partner shall select a Record Date as of which the distribution, subdivision or combination shall be effective and shall send notice thereof at least 20 days prior to such Record Date to each Record Holder as of a date not less than 10 days prior to the date of such notice. The General Partner also may cause a firm of independent public accountants selected by it to calculate the number of Partnership Securities to be held by each Record Holder after giving effect to such distribution, subdivision or combination. The General Partner shall be 42 entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy of such calculation.
(c) Promptly following any such distribution, subdivision or combination, the Partnership may issue Certificates, or other evidence of the issuance of uncertificated Units, Certificates to the Record Holders of Partnership Securities as of the applicable Record Date representing the new number of Partnership Securities held by such Record Holders, or the General Partner may adopt such other procedures as it may deem appropriate to reflect such changes. If any such combination results in a smaller total number of Partnership Securities Outstanding, the Partnership shall require, as a condition to the delivery to a Record Holder of such new Certificate, or other evidence of the issuance of uncertificated Units, the surrender of any Certificate, or other evidence of the issuance of uncertificated Units, Certificate held by such Record Holder immediately prior to such Record Date.
(d) The Partnership shall not issue fractional Units upon any distribution, subdivision or combination of Units. If a distribution, subdivision or combination of Units would result in the issuance of fractional Units but for the provisions of Section 5.6(d5.7(e) and this Section 5.10(d), each fractional Unit shall be rounded to the nearest whole Unit (and a 0.5 Unit shall be rounded to the next higher Unit).
Section 5.11 Fully Paid and Non-Assessable Nature of Limited Partner Interests. All Limited Partner Interests issued pursuant to, and in accordance with the requirements of, this Article V shall be fully paid and non-assessable Limited Partner Interests in the Partnership, except as such non-assessability may be affected by Section 17-607 of the Delaware Act.
Appears in 1 contract
Sources: Limited Partnership Agreement (Sunoco Logistics Partners Lp)
Splits and Combinations. (a) Subject to Sections 5.10(d) Section 6.6 and 6.6 Section 6.9 (dealing with adjustments of distribution levels), the Partnership may make a Pro Rata distribution of Partnership Securities Interests to all Record Holders or may effect a subdivision or combination of Partnership Securities Interests so long as, after any such event, each Partner shall have the same Percentage Interest in the Partnership as before such event, and any amounts calculated on a per Unit basis (including any Common Unit Arrearage or Cumulative Common Unit Arrearage) or stated as a number of Units are proportionately adjusted retroactive to the beginning of the Partnershipadjusted.
(b) Whenever such a distribution, subdivision or combination of Partnership Securities Interests is declared, the General Partner shall select a Record Date as of which the distribution, subdivision or combination shall be effective and shall send notice thereof at least 20 days prior to such Record Date to each Record Holder as of a date not less than 10 days prior to the date of such noticenotice (or such shorter periods as required by applicable law). The General Partner also may cause a firm of independent public accountants selected by it to calculate the number of Partnership Securities Interests to be held by each Record Holder after giving effect to such distribution, subdivision or combination. The General Partner shall be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy of such calculation.
(c) Promptly following any such distribution, subdivision or combination, the Partnership may issue Certificates, Certificates or other evidence of the issuance of uncertificated Units, Partnership Interests to the Record Holders of Partnership Securities Interests as of the applicable Record Date representing the new number of Partnership Securities Interests held by such Record Holders, or the General Partner may adopt such other procedures as that it may deem determines to be necessary or appropriate to reflect such changes. If any such combination results in a smaller total number of Partnership Securities Interests Outstanding, the Partnership shall require, as a condition to the delivery to a Record Holder of such new Certificate, or other evidence of the issuance of uncertificated UnitsPartnership Interests represented by Certificates, the surrender of any Certificate, or other evidence of the issuance of uncertificated Units, Certificate held by such Record Holder immediately prior to such Record Date.
(d) The Partnership shall not issue fractional Units upon any distribution, subdivision or combination of Units. If a distribution, subdivision or combination of Units would result in the issuance of fractional Units but for the provisions of Section 5.6(d) and this Section 5.10(d), each fractional Unit shall be rounded to the nearest whole Unit (and a 0.5 Unit shall be rounded to the next higher Unit).
Appears in 1 contract
Sources: Limited Partnership Agreement (EQM Midstream Partners, LP)
Splits and Combinations. (a) Subject to Sections 5.10(d) Section 5.9(e), Section 6.6 and 6.6 Section 6.9 (dealing with adjustments of distribution levels), the Partnership may make a Pro Rata distribution of Partnership Securities Interests (other than Series A Preferred Units, Series B Preferred Units and Series C Preferred Units) to all Record Holders or may effect a subdivision or combination of Partnership Securities Interests so long as, after any such event, each Partner shall have the same Percentage Interest in the Partnership as before such event, and any amounts calculated on a per Unit basis (including those based on the Stated Series A Unit Liquidation Preference, the Stated Series B Unit Liquidation Preference or the Stated Series C Unit Liquidation Preference) or stated as a number of Units are proportionately adjusted retroactive to the beginning of the Partnershipadjusted.
(b) Whenever such a distribution, subdivision or combination of Partnership Securities Interests is declared, the General Partner shall select a Record Date as of which the distribution, subdivision or combination shall be effective and shall send notice thereof at least 20 days prior to such Record Date to each Record Holder as of a date not less than 10 days prior to the date of such noticenotice (or such shorter periods as required by applicable law). The General Partner also may cause a firm of independent public accountants selected by it to calculate the number of Partnership Securities Interests to be held by each Record Holder after giving effect to such distribution, subdivision or combination. The General Partner shall be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy of such calculation.
(c) Promptly following any such distribution, subdivision or combination, the Partnership may issue Certificates, Certificates or other evidence of the issuance of uncertificated Units, Partnership Interests to the Record Holders of Partnership Securities Interests as of the applicable Record Date representing the new number of Partnership Securities Interests held by such Record Holders, or the General Partner may adopt such other procedures as that it may deem determines to be necessary or appropriate to reflect such changes. If any such combination results in a smaller total number of Partnership Securities Interests Outstanding, the Partnership shall require, as a condition to the delivery to a Record Holder of such new Certificate, or other evidence of the issuance of uncertificated UnitsPartnership Interests represented by Certificates, the surrender of any Certificate, or other evidence of the issuance of uncertificated Units, Certificate held by such Record Holder immediately prior to such Record Date.
(d) The Partnership shall not issue fractional Units upon any distribution, subdivision subdivision, combination or combination conversion of Units. If a distribution, subdivision subdivision, combination or combination conversion of Units would result in the issuance of fractional Units but for the provisions of Section 5.6(d) and this Section 5.10(d5.9(d), each fractional Unit shall be rounded to the nearest whole Unit (and with fractional Units equal to or greater than a 0.5 Unit shall be being rounded to the next higher Unit).
Appears in 1 contract
Sources: Agreement of Limited Partnership (Landmark Infrastructure Partners LP)
Splits and Combinations. (a) Subject to Sections 5.10(d5.8(d) and 6.6 6.4 (dealing with adjustments of distribution levels), the Partnership may make a Pro Rata distribution of Partnership Securities Interests (other than Series A Preferred Units) to all Record Holders of the same class or series of Partnership Interests or may effect a subdivision or combination of the same class or series of Partnership Securities Interests so long as, after any such event, each Partner holding such class or series of such Partnership Interests shall have the same Percentage Interest in the Partnership as before such event, and any amounts calculated on a per Unit basis (including those based on the Series A Liquidation Preference or the Stated Series A Unit Liquidation Preference) or stated as a number of Units are proportionately adjusted retroactive adjusted, to the beginning of the Partnershipextent applicable.
(b) Whenever such a Pro Rata distribution, subdivision or combination of Partnership Securities Interests is declared, the General Partner Board of Directors shall select a Record Date as of which the distribution, subdivision or combination shall be effective and shall send notice thereof at least 20 days prior to such Record Date to each Record Holder as of a date not less than 10 days prior to the date of such notice. The General Partner Board of Directors also may cause a firm of independent public accountants selected by it to calculate the number of Partnership Securities Interests to be held by each Record Holder after giving effect to such distribution, subdivision or combination. The General Partner Board of Directors shall be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy of such calculation.
(c) Promptly following any such distribution, subdivision or combination, the Partnership may issue Certificates, Certificates or other evidence of the issuance of uncertificated Units, Partnership Interests to the Record Holders of Partnership Securities Interests as of the applicable Record Date representing the new number of Partnership Securities Interests held by such Record Holders, or the General Partner Board of Directors may adopt such other procedures as that it may deem determines to be necessary or appropriate to reflect such changes. If any such combination results in a smaller total number of Partnership Securities Interests Outstanding, the Partnership shall require, as a condition to the delivery to a Record Holder of such new Certificate, Certificate or other evidence of the issuance of uncertificated UnitsPartnership Interest, the surrender of any Certificate, or other evidence of the issuance of uncertificated Units, Certificate held by such Record Holder immediately prior to such Record Date.
(d) The Partnership shall not issue fractional Units upon any distribution, subdivision or combination of Units. If a distribution, subdivision or combination of Units would result in the issuance of fractional Units but for the provisions of Section 5.6(d) and this Section 5.10(d5.8(d), each fractional Unit shall be rounded to the nearest whole Unit (and a 0.5 Unit shall be rounded to the next higher Unit).
Appears in 1 contract
Sources: Limited Partnership Agreement (Dynagas LNG Partners LP)
Splits and Combinations. (a) Subject to Sections 5.10(d) Section 5.9(e), Section 6.6 and 6.6 Section 6.9 (dealing with adjustments of distribution levels), the Partnership may make a Pro Rata distribution of Partnership Securities Interests to all Record Holders or may effect a subdivision or combination of Partnership Securities Interests so long as, after any such event, each Partner shall have the same Percentage Interest in the Partnership as before such event, and any amounts calculated on a per Unit basis or stated as a number of Units are proportionately adjusted retroactive to the beginning of the Partnershipadjusted.
(b) Whenever such a distribution, subdivision or combination of Partnership Securities Interests is declared, the General Partner shall select a Record Date as of which the distribution, subdivision or combination shall be effective and shall send notice thereof at least 20 days prior to such Record Date to each Record Holder as of a date not less than 10 days prior to the date of such noticenotice (or such shorter periods as required by applicable law). The General Partner also may cause a firm of independent public accountants selected by it to calculate the number of Partnership Securities Interests to be held by each Record Holder after giving effect to such distribution, subdivision or combination. The General Partner shall be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy of such calculation.
(c) If a Pro Rata distribution of Partnership Interests, or a subdivision or combination of Partnership Interests, is made as contemplated in this Section 5.9, the number of hypothetical limited partner units representing the General Partner Interest constituting the Percentage Interest of the General Partner (as determined immediately prior to the Record Date for such distribution, subdivision or combination) shall be appropriately adjusted as of the date of payment of such distribution, or the effective date of such subdivision or combination, to maintain such Percentage Interest of the General Partner.
(d) Promptly following any such distribution, subdivision or combination, the Partnership may issue Certificates, Certificates or other evidence of the issuance of uncertificated Units, Partnership Interests to the Record Holders of Partnership Securities Interests as of the applicable Record Date representing the new number of Partnership Securities Interests held by such Record Holders, or the General Partner may adopt such other procedures as that it may deem determines to be necessary or appropriate to reflect such changes. If any such combination results in a smaller total number of Partnership Securities Interests Outstanding, the Partnership shall require, as a condition to the delivery to a Record Holder of such new Certificate, or other evidence of the issuance of uncertificated UnitsPartnership Interests represented by Certificates, the surrender of any Certificate, or other evidence of the issuance of uncertificated Units, Certificate held by such Record Holder immediately prior to such Record Date.
(de) The Partnership shall not issue fractional Units (or fractional hypothetical limited partner units representing the General Partner Interest) upon any distribution, subdivision or combination of Units. If a distribution, subdivision or combination of Units would result in the issuance of fractional Units (and fractional hypothetical limited partner units representing the General Partner Interest) but for the provisions of Section 5.6(d) and this Section 5.10(d5.9(e), each fractional Unit (and hypothetical limited partner unit) shall be rounded to the nearest whole Unit (and or hypothetical limited partner unit), with fractional Units (or hypothetical limited partner units) equal to or greater than a 0.5 Unit shall be (or hypothetical limited partner unit) being rounded to the next higher UnitUnit (or hypothetical limited partner unit).
Appears in 1 contract
Sources: Limited Partnership Agreement (CNX Midstream Partners LP)
Splits and Combinations. (a) Subject to Sections 5.10(d5.9(d) and 6.6 6.4 (dealing with adjustments of distribution levels), the Partnership may make a Pro Rata distribution of Partnership Securities to all Record Holders or may effect a subdivision or combination of Partnership Securities so long as, after any such event, each Partner shall have the same Percentage Interest in the Partnership as before such event, and any amounts calculated on a per Unit basis or stated as a number of Units are proportionately adjusted retroactive to the beginning of the Partnershipadjusted.
(b) Whenever such a distribution, subdivision or combination of Partnership Securities is declared, the General Partner Board of Directors shall select a Record Date as of which the distribution, subdivision or combination shall be effective and shall send notice thereof at least 20 days prior to such Record Date to each Record Holder as of a date not less than 10 days prior to the date of such notice. The General Partner Board of Directors also may cause a firm of independent public accountants selected by it to calculate the number of Partnership Securities to be held by each Record Holder after giving effect to such distribution, subdivision or combination. The General Partner Board of Directors shall be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy of such calculation.
(c) Promptly following any such distribution, subdivision or combination, the Partnership may issue Certificates, or other evidence of the issuance of uncertificated Units, Certificates to the Record Holders of Partnership Securities as of the applicable Record Date representing the new number of Partnership Securities held by such Record Holders, or the General Partner Board of Directors may adopt such other procedures as that it may deem determines to be necessary or appropriate to reflect such changes. If any such combination results in a smaller total number of Partnership Securities Outstanding, the Partnership shall require, as a condition to the delivery to a Record Holder of such new Certificate, or other evidence of the issuance of uncertificated Units, the surrender of any Certificate, or other evidence of the issuance of uncertificated Units, Certificate held by such Record Holder immediately prior to such Record Date.
(d) The Partnership shall not issue fractional Units upon any distribution, subdivision or combination of Units. If a distribution, subdivision or combination of Units would result in the issuance of fractional Units but for the provisions of Section 5.6(d) and this Section 5.10(d5.9(d), each fractional Unit shall be rounded to the nearest whole Unit (and a 0.5 Unit shall be rounded to the next higher Unit).
Appears in 1 contract
Sources: Limited Partnership Agreement (Navios Maritime Midstream Partners LP)
Splits and Combinations. (a) Subject to Sections 5.10(d) ), 6.6 and 6.6 6.9 (dealing with adjustments of distribution levels), the Partnership may make a Pro Rata distribution of Partnership Securities to all Record Holders or may effect a subdivision or combination of Partnership Securities so long as, after any such event, each Partner shall have the same Percentage Interest in the Partnership as before such event, and any amounts calculated on a per Unit basis (including any Common Unit Arrearage or Cumulative Common Unit Arrearage) or stated as a number of Units (including the number of Class A Subordinated Units and Class B Subordinated Units that may convert prior to the end of the Subordination Period and the number of additional Parity Units remaining to be issued pursuant to Section 5.7 without a Unitholder vote) are proportionately adjusted retroactive to the beginning of the Partnershipadjusted.
(b) Whenever such a distribution, subdivision or combination of Partnership Securities is declared, the General Partner shall select a Record Date as of which the distribution, subdivision or combination shall be effective and shall send notice thereof at least 20 days prior to such Record Date to each Record Holder as of a date not less than 10 days prior to the date of such notice. The General Partner also may cause a firm of independent public accountants selected by it to calculate the number of Partnership Securities to be held by each Record Holder after giving effect to such distribution, subdivision or combination. The General Partner shall be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy of such calculation.
(c) Promptly following any such distribution, subdivision or combination, the Partnership may issue Certificates, or other evidence of the issuance of uncertificated Units, Certificates to the Record Holders of Partnership Securities as of the applicable Record Date representing the new number of Partnership Securities held by such Record Holders, or the General Partner may adopt such other procedures as that it may deem determines to be necessary or appropriate to reflect such changes. If any such combination results in a smaller total number of Partnership Securities Outstanding, the Partnership shall require, as a condition to the delivery to a Record Holder of such new Certificate, or other evidence of the issuance of uncertificated Units, the surrender of any Certificate, or other evidence of the issuance of uncertificated Units, Certificate held by such Record Holder immediately prior to such Record Date.
(d) The Partnership shall not issue fractional Units upon any distribution, subdivision or combination of Units. If a distribution, subdivision or combination of Units would result in the issuance of fractional Units but for the provisions of Section 5.6(d5.7(g) and this Section 5.10(d), each fractional Unit shall be rounded to the nearest whole Unit (and a 0.5 Unit shall be rounded to the next higher Unit).
Appears in 1 contract
Sources: Limited Partnership Agreement (U.S. Shipping Partners L.P.)
Splits and Combinations. (a) Subject to Sections 5.10(d) ), 6.6 and 6.6 6.9 (dealing with adjustments of distribution levels), the Partnership may make a Pro Rata distribution of Partnership Securities to all Record Holders or may effect a subdivision or combination of Partnership Securities so long as, after any such event, each Partner shall have the same Percentage Interest in the Partnership as before such event, and any amounts calculated on a per Unit basis (including any Common Unit Arrearage or Cumulative Common Unit Arrearage) or stated as a number of Units (including the number of Subordinated Units that may convert prior to the end of the Subordination Period and the number of additional Parity Units that may be issued pursuant to Section 5.7 without a Unitholder vote) are proportionately adjusted retroactive to the beginning of the Partnership.
(b) Whenever such a distribution, subdivision or combination of Partnership Securities is declared, the General Partner shall select a Record Date as of which the distribution, subdivision or combination shall be effective and shall send notice thereof at least 20 days prior to such Record Date to each Record Holder as of a date not less than 10 days prior to the date of such notice. The General Partner also may cause a firm of independent public accountants selected by it to calculate the number of Partnership Securities to be held by each Record Holder after giving effect to such distribution, subdivision or combination. The General Partner shall be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy of such calculation.
(c) Promptly following any such distribution, subdivision or combination, the Partnership may issue Certificates, or other evidence of the issuance of uncertificated Units, Certificates to the Record Holders of Partnership Securities as of the applicable Record Date representing the new number of Partnership Securities held by such Record Holders, or the General Partner may adopt such other procedures as it may deem appropriate to reflect such changes. If any such combination results in a smaller total number of Partnership Securities Outstanding, the Partnership shall require, as a condition to the delivery to a Record Holder of such new Certificate, or other evidence of the issuance of uncertificated Units, the surrender of any Certificate, or other evidence of the issuance of uncertificated Units, Certificate held by such Record Holder immediately prior to such Record Date.
(d) The Partnership shall not issue fractional Units upon any distribution, subdivision or combination of Units. If a distribution, subdivision or combination of Units would result in the issuance of fractional Units but for the provisions of Section 5.6(d5.7(f) and this Section 5.10(d), each fractional Unit shall be rounded to the nearest whole Unit (and a 0.5 Unit shall be rounded to the next higher Unit).
Section 5.11 FULLY PAID AND NON-ASSESSABLE NATURE OF LIMITED PARTNER INTERESTS. All Limited Partner Interests issued pursuant to, and in accordance with the requirements of, this Article V shall be fully paid and non-assessable Limited Partner Interests in the Partnership, except as such non-assessability may be affected by Section 17-607 of the Delaware Act.
Appears in 1 contract
Sources: Agreement of Limited Partnership (Markwest Energy Partners L P)
Splits and Combinations. (a) Subject to Sections 5.10(d) Section 5.9(d), 6.6 and 6.6 6.8 (dealing with adjustments of distribution levels), the Partnership Company may make a Pro Rata distribution of Partnership Company Securities to all Record Holders or may effect a subdivision or combination of Partnership Company Securities so long as, after any such event, each Partner Member shall have the same Percentage Interest in the Partnership Company as before such event, and any amounts calculated on a per Unit basis (including any Common Unit Arrearage or Cumulative Common Unit Arrearage) or stated as a number of Units (including the number of Subordinated Units that may convert prior to the end of the Subordination Period and the number of additional Parity Units that may be issued pursuant to Section 5.6 without a Unitholder vote) are proportionately adjusted retroactive to the beginning of the PartnershipCompany.
(b) Whenever such a distribution, subdivision or combination of Partnership Company Securities is declared, the General Partner Board of Directors shall select a Record Date as of which the distribution, subdivision or combination shall be effective and shall send notice thereof at least 20 days prior to such Record Date to each Record Holder as of a date not less than 10 days prior to the date of such notice. The General Partner Board of Directors also may cause a firm of independent public accountants selected by it to calculate the number of Partnership Company Securities to be held by each Record Holder after giving effect to such distribution, subdivision or combination. The General Partner Board of Directors shall be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy of such calculation.
(c) Promptly following any such distribution, subdivision or combination, the Partnership Company may issue Certificates, or other evidence of the issuance of uncertificated Units, Certificates to the Record Holders of Partnership Company Securities as of the applicable Record Date representing the new number of Partnership Company Securities held by such Record Holders, or the General Partner Board of Directors may adopt such other procedures as that it may deem determines to be necessary or appropriate to reflect such changes. If any such combination results in a smaller total number of Partnership Company Securities Outstanding, the Partnership Company shall require, as a condition to the delivery to a Record Holder of such new Certificate, or other evidence of the issuance of uncertificated Units, the surrender of any Certificate, or other evidence of the issuance of uncertificated Units, Certificate held by such Record Holder immediately prior to such Record Date.
(d) The Partnership Company shall not issue fractional Units upon any distribution, subdivision or combination of Units. If a distribution, subdivision or combination of Units would result in the issuance of fractional Units but for the provisions of Section 5.6(d5.6(e) and this Section 5.10(d5.9(d), each fractional Unit shall be rounded to the nearest whole Unit (and a 0.5 Unit shall be rounded to the next higher Unit).
Appears in 1 contract
Sources: Limited Liability Company Agreement (Copano Energy, L.L.C.)
Splits and Combinations. (a) Subject to Sections 5.10(d) and 6.6 (dealing with adjustments of distribution levels5.8(d), the Partnership may make a Pro Rata distribution of Partnership Securities Interests to all Record Holders or may effect a subdivision or combination of Partnership Securities Interests so long as, after any such event, each Partner shall have the same Percentage Interest in the Partnership as before such event, and any amounts calculated on a per Unit basis (including any Common Unit Arrearage or Cumulative Common Unit Arrearage) or stated as a number of Units are proportionately adjusted retroactive to the beginning of the Partnershipadjusted.
(b) Whenever such a Pro Rata distribution, subdivision or combination of Partnership Securities Interests is declared, the General Partner Board of Directors shall select a Record Date as of which the distribution, subdivision or combination shall be effective and shall send notice thereof at least 20 days prior to such Record Date to each Record Holder as of a date not less than 10 days prior to the date of such notice. The General Partner Board of Directors also may cause a firm of independent public accountants selected by it to calculate the number of Partnership Securities Interests to be held by each Record Holder after giving effect to such distribution, subdivision or combination. The General Partner Board of Directors shall be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy of such calculation.
(c) Promptly following any such distribution, subdivision or combination, the Partnership may issue Certificates, Certificates or other evidence of the issuance of uncertificated Units, Partnership Interests to the Record Holders of Partnership Securities Interests as of the applicable Record Date representing the new number of Partnership Securities Interests held by such Record Holders, or the General Partner Board of Directors may adopt such other procedures as that it may deem determines to be necessary or appropriate to reflect such changes. If any such combination results in a smaller total number of Partnership Securities Interests Outstanding, the Partnership shall require, as a condition to the delivery to a Record Holder of such new Certificate, Certificate or other evidence of the issuance of uncertificated UnitsPartnership Interest, the surrender of any Certificate, or other evidence of the issuance of uncertificated Units, Certificate held by such Record Holder immediately prior to such Record Date.
(d) The Partnership shall not issue fractional Units upon any distribution, subdivision or combination of Units. If a distribution, subdivision or combination of Units would result in the issuance of fractional Units but for the provisions of Section 5.6(d) and this Section 5.10(d5.8(d), each fractional Unit shall be rounded to the nearest whole Unit (and a 0.5 Unit shall be rounded to the next higher Unit).
Appears in 1 contract
Sources: Limited Partnership Agreement (KNOT Offshore Partners LP)
Splits and Combinations. (a) Subject to Sections 5.10(d) ), 6.6 and 6.6 6.9 (dealing with adjustments of distribution levels), the Partnership may make a Pro Rata distribution of Partnership Securities to all Record Holders or may effect a subdivision or combination of Partnership Securities so long as, after any such event, each Partner shall have the same Percentage Interest in the Partnership as before such event, and any amounts calculated on a per Unit basis (including any Common Unit Arrearage or Cumulative Common Unit Arrearage) or stated as a number of Units (including the number of Subordinated Units that may convert prior to the end of the Subordination Period and the number of additional Parity Units that may be issued pursuant to Section 5.7 without a Unitholder vote) are proportionately adjusted retroactive to the beginning of the Partnership.
(b) Whenever such a distribution, subdivision or combination of Partnership Securities is declared, the General Partner shall select a Record Date as of which the distribution, subdivision or combination shall be effective and shall send notice thereof at least 20 days prior to such Record Date to each Record Holder as of a date not less than 10 days prior to the date of such notice. The General Partner also may cause a firm of independent public accountants selected by it to calculate the number of Partnership Securities to be held by each Record Holder after giving effect to such distribution, subdivision or combination. The General Partner shall be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy of such calculation.
(c) Promptly following any such distribution, subdivision or combination, the Partnership may issue Certificates, or other evidence of the issuance of uncertificated Units, Certificates to the Record Holders of Partnership Securities as of the applicable Record Date representing the new number of Partnership Securities held by such Record Holders, or the General Partner may adopt such other procedures as it may deem appropriate to reflect such changes. If any such combination results in a smaller total number of Partnership Securities Outstanding, the Partnership shall require, as a condition to the delivery to a Record Holder of such new Certificate, or other evidence of the issuance of uncertificated Units, the surrender of any Certificate, or other evidence of the issuance of uncertificated Units, Certificate held by such Record Holder immediately prior to such Record Date.
(d) The Partnership shall not issue fractional Units upon any distribution, subdivision or combination of Units. If a distribution, subdivision or combination of Units would result in the issuance of fractional Units but for the provisions of Section 5.6(d5.7(e) and this Section 5.10(d), each fractional Unit shall be rounded to the nearest whole Unit (and a 0.5 Unit shall be rounded to the next higher Unit).
Section 5.11 Fully Paid and Non-Assessable Nature of Limited Partner Interests. All Limited Partner Interests issued pursuant to, and in accordance with the requirements of, this Article V shall be fully paid and non-assessable Limited Partner Interests in the Partnership, except as such non-assessability may be affected by Section 17-607 of the Delaware Act.
Appears in 1 contract
Sources: Limited Partnership Agreement (Natural Resource Partners Lp)
Splits and Combinations. (a) Subject to Sections 5.10(d) and 6.6 (dealing with adjustments of distribution levels), the Partnership The Company may make a Pro Rata distribution of Partnership Company Securities to all Record Holders Holder(s) or may effect a subdivision (i.e., “split”) or combination (i.e., a “reverse split”) of Partnership Company Securities so long as, (1) the Company makes the same distribution, subdivision or combination with respect to each Outstanding class of Units of the Company and (2) after any such event, each Partner Member shall have the same Percentage Interest in the Partnership Company (as well as the same Percentage Interest in each class of Units of the Company) as immediately before such event, event and any amounts calculated on a per Unit basis or stated as a number of Units are proportionately adjusted retroactive adjusted. In any subdivision or combination of Company Securities, holders of Units will receive the same Units, X or Y, in respect of Units subject to the beginning of the Partnershipsubdivision or combination.
(b) Whenever such a distribution, subdivision or combination of Partnership Company Securities is declared, the General Partner Company shall select a Record Date as of which the distribution, subdivision or combination shall be effective and shall send notice thereof at least 20 days prior to such Record Date to each Record Holder as of a date not less than 10 days prior to the date of that such notice. The General Partner also may cause a firm of independent public accountants selected by it to calculate the number of Partnership Securities to be held by each Record Holder after giving effect to such distribution, subdivision or combination. The General Partner shall be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy of such calculationnotice is transmitted.
(c) Promptly following any such distribution, subdivision or combination, the Partnership may issue CertificatesCompany may, or other at the Company’s election, deliver evidence of the issuance of uncertificated UnitsCompany Securities, or may issue certificates, to the Record Holders Holder(s) of Partnership Company Securities as of the applicable Record Date representing the new number of Partnership Company Securities held by such Record HoldersHolder(s), or the General Partner Company may adopt such other procedures as that it may deem determines to be necessary or appropriate to reflect such changes. If any such combination results in a smaller total number of Partnership Company Securities Outstanding, the Partnership Company shall require, as a condition to the delivery to a Record Holder of such new Certificatecertificate, if the Company has issued certificated Company Securities, or other evidence of the issuance of uncertificated UnitsCompany Securities, the surrender of any Certificate, or other evidence of the issuance of uncertificated Units, certificate held by such Record Holder Holder, or the delivery of such other documentation as may be required to transfer uncertificated Company Securities, immediately prior to such Record Date.
(d) The Partnership shall not issue fractional Units upon any distribution, subdivision or combination of Units. If a distribution, subdivision or combination of Units would result in the issuance of fractional Units but for the provisions of Section 5.6(d) and this Section 5.10(d), each fractional Unit shall be rounded to the nearest whole Unit (and a 0.5 Unit shall be rounded to the next higher Unit).
Appears in 1 contract
Splits and Combinations. (a) Subject to Sections 5.10(d) and 6.6 (dealing with adjustments of distribution levelsSection 5.9(d), the Partnership may make a Pro Rata distribution of Partnership Securities Interests to all Record Holders or may effect a subdivision or combination of Partnership Securities Interests so long as, after any such event, each Partner shall have the same Percentage Interest in the Partnership as before such event, and any amounts calculated on a per Unit basis (including any Common Unit Arrearage or Cumulative Common Unit Arrearage) or stated as a number of Units are proportionately adjusted retroactive to the beginning of the Partnership.
(b) Whenever such a distribution, subdivision or combination of Partnership Securities Interests is declared, the General Partner shall select a Record Date as of which the distribution, subdivision or combination shall be effective and shall send notice thereof at least 20 days prior to such Record Date to each Record Holder as of a date not less than 10 days prior to the date of such notice. The General Partner also may cause a firm of independent public accountants selected by it to calculate the number of Partnership Securities Interests to be held by each Record Holder after giving effect to such distribution, subdivision or combination. The General Partner shall be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy of such calculation.
(c) Promptly following any such distribution, subdivision or combination, the Partnership may issue Certificates, or other evidence of the issuance of uncertificated Units, Certificates to the Record Holders of Partnership Securities Interests as of the applicable Record Date representing the new number of Partnership Securities Interests held by such Record Holders, or the General Partner may adopt such other procedures as that it may deem determines to be necessary or appropriate to reflect such changes. If any such combination results in a smaller total number of Partnership Securities Interests Outstanding, the Partnership shall require, as a condition to the delivery to a Record Holder of such new Certificate, or other evidence of the issuance of uncertificated Units, the surrender of any Certificate, or other evidence of the issuance of uncertificated Units, Certificate held by such Record Holder immediately prior to such Record Date.
(d) The Partnership shall not issue fractional Units upon any distribution, subdivision or combination of Units. If a distribution, subdivision or combination of Units would result in the issuance of fractional Units but for the provisions of Section 5.6(d) and this Section 5.10(d), each fractional Unit shall be rounded to the nearest whole Unit (and a 0.5 Unit shall be rounded to the next higher Unit).PBF LOGISTICS LP SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP 39
Appears in 1 contract
Splits and Combinations. (a) Subject to Sections 5.10(d) ), 6.6 and 6.6 6.7 (dealing with adjustments of distribution levels), the Partnership Company may make a Pro Rata distribution of Partnership Company Securities to all Record Holders or may effect a subdivision or combination of Partnership Company Securities so long as, after any such event, each Partner Member shall have the same Percentage Interest in the Partnership Company as before such event, and any amounts calculated on a per Unit basis or stated as a number of Units are proportionately adjusted retroactive to the beginning date of formation of the PartnershipCompany.
(b) Whenever such a distribution, subdivision or combination of Partnership Company Securities is declared, the General Partner Board of Directors shall select a Record Date as of which the distribution, subdivision or combination shall be effective and shall send notice thereof at least 20 days prior to such Record Date to each Record Holder as of a date not less than 10 days prior to the date of such notice. The General Partner Board of Directors also may cause a firm of independent public accountants selected by it to calculate the number of Partnership Company Securities to be held by each Record Holder after giving effect to such distribution, subdivision or combination. The General Partner Board of Directors shall be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy of such calculation.
(c) Promptly following any such distribution, subdivision or combination, the Partnership Company may issue Certificates, or other evidence of the issuance of uncertificated Units, Certificates to the Record Holders of Partnership Company Securities as of the applicable Record Date representing the new number of Partnership Company Securities held by such Record Holders, or the General Partner Board of Directors may adopt such other procedures as that it may deem determines to be necessary or appropriate to reflect such changes. If any such combination results in a smaller total number of Partnership Company Securities Outstanding, the Partnership Company shall require, as a condition to the delivery to a Record Holder of such new Certificate, or other evidence of the issuance of uncertificated Units, the surrender of any Certificate, or other evidence of the issuance of uncertificated Units, Certificate held by such Record Holder immediately prior to such Record Date.
(d) The Partnership Company shall not issue fractional Units upon any distribution, subdivision or combination of Units. If a distribution, subdivision or combination of Units would result in the issuance of fractional Units but for the provisions of Section 5.6(d) and this Section 5.10(d), each fractional Unit shall be rounded to the nearest whole Unit (and a 0.5 Unit shall be rounded to the next higher Unit).
Appears in 1 contract
Sources: Limited Liability Company Agreement (Copano Energy, L.L.C.)
Splits and Combinations. (a) Subject to Sections 5.10(d) Section 5.9(e), Section 6.6 and 6.6 Section 6.9 (dealing with adjustments of distribution levels), the Partnership may make a Pro Rata distribution of Partnership Securities Interests to all Record Holders or may effect a subdivision or combination of Partnership Securities Interests so long as, after any such event, each Partner shall have the same Percentage Interest in the Partnership as before such event, and any amounts calculated on a per Unit basis (including any Common Unit Arrearage or Cumulative Common Unit Arrearage) or stated as a number of Units (including the number of Subordinated Units that may convert prior to the end of the Subordination Period and including the number of Common Units into which Series A Preferred Units and Class B Convertible Units may convert) are proportionately adjusted retroactive to the beginning of the Partnershipadjusted.
(b) Whenever such a distribution, subdivision or combination of Partnership Securities Interests is declared, the General Partner shall select a Record Date as of which the distribution, subdivision or combination shall be effective and shall send notice thereof at least 20 days prior to such Record Date to each Record Holder as of a date not less than 10 days prior to the date of such noticenotice (or such shorter periods as required by applicable law). The General Partner also may cause a firm of independent public accountants selected by it to calculate the number of Partnership Securities Interests to be held by each Record Holder after giving effect to such distribution, subdivision or combination. The General Partner shall be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy of such calculation.
(c) If a Pro Rata distribution of Partnership Interests, or a subdivision or combination of Partnership Interests, is made as contemplated in this Section 5.9, the number of General Partner Units constituting the Percentage Interest of the General Partner (as determined immediately prior to the Record Date for such distribution, subdivision or combination) shall be appropriately adjusted as of the date of payment of such distribution, or the effective date of such subdivision or combination, to maintain such Percentage Interest of the General Partner.
(d) Promptly following any such distribution, subdivision or combination, the Partnership may issue Certificates, Certificates or other evidence of the issuance of uncertificated Units, Partnership Interests to the Record Holders of Partnership Securities Interests as of the applicable Record Date representing the new number of Partnership Securities Interests held by such Record Holders, or the General Partner may adopt such other procedures as that it may deem determines to be necessary or appropriate to reflect such changes. If any such combination results in a smaller total number of Partnership Securities Interests Outstanding, the Partnership shall require, as a condition to the delivery to a Record Holder of such new Certificate, or other evidence of the issuance of uncertificated UnitsPartnership Interests represented by Certificates, the surrender of any Certificate, or other evidence of the issuance of uncertificated Units, Certificate held by such Record Holder immediately prior to such Record Date.
(de) The Partnership shall not issue fractional Units or fractional General Partner Units upon any distribution, subdivision or combination of Units. If a distribution, subdivision or combination of Units would result in the issuance of fractional Units and General Partner Units but for the provisions of Section 5.6(d) and this Section 5.10(d5.9(e), each fractional Unit and General Partner Unit shall be rounded to the nearest whole Unit or General Partner Unit (and with fractional Units or General Partner Units equal to or greater than a 0.5 Unit shall be or General Partner Unit being rounded to the next higher Unit or General Partner Unit).
Appears in 1 contract
Sources: Limited Partnership Agreement (Southcross Energy Partners, L.P.)
Splits and Combinations. (a) Subject to Sections 5.10(d) and 6.6 (dealing with adjustments of distribution levelsSection 5.8(d), the Partnership may make a Pro Rata distribution of Partnership Securities Interests to all Record Holders or may effect a subdivision or combination of Partnership Securities Interests so long as, after any such event, each Partner shall have the same Percentage Interest in the Partnership as before such event, and any amounts calculated on a per Unit basis (including any Common Unit Arrearage or Cumulative Common Unit Arrearage) or stated as a number of Units are proportionately adjusted retroactive to the beginning of the Partnership.
(b) Whenever such a distribution, subdivision or combination of Partnership Securities Interests is declared, the General Partner shall select a Record Date as of which the distribution, subdivision or combination shall be effective and shall send notice thereof at least 20 days prior to such Record Date to each Record Holder as of a date not less than 10 days prior to the date of such notice. The General Partner also may cause a firm of independent public accountants selected by it to calculate the number of Partnership Securities Interests to be held by each Record Holder after giving effect to such distribution, subdivision or combination. The General Partner shall be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy of such calculation.
(c) Promptly following any such distribution, subdivision or combination, the Partnership may issue Certificates, or other evidence of the issuance of uncertificated Units, Certificates to the Record Holders of Partnership Securities Interests as of the applicable Record Date representing the new number of Partnership Securities Interests held by such Record Holders, or the General Partner may adopt such other procedures as that it may deem determines to be necessary or appropriate to reflect such changes. If any such combination results in a smaller total number of Partnership Securities Interests Outstanding, the Partnership shall require, as a condition to the delivery to a Record Holder of such new Certificate, or other evidence of the issuance of uncertificated Units, the surrender of any Certificate, or other evidence of the issuance of uncertificated Units, Certificate held by such Record Holder immediately prior to such Record Date.
(d) The Partnership shall not issue fractional Units upon any distribution, subdivision or combination of Units. If a distribution, subdivision or combination of Units would result in the issuance of fractional Units but for the provisions of Section 5.6(d5.5(d) and this Section 5.10(d5.8(d), each fractional Unit shall be rounded to the nearest whole Unit (and a 0.5 Unit shall be rounded to the next higher Unit).
Appears in 1 contract
Sources: Limited Partnership Agreement (Lehigh Gas Partners LP)
Splits and Combinations. (a) Subject to Sections 5.10(d) and 6.6 (dealing with adjustments of distribution levelsSection 5.9(d), the Partnership may make a Pro Rata distribution of Partnership Securities Interests to all Record Holders or may effect a subdivision or combination of Partnership Securities Interests so long as, after any such event, each Partner shall have the same Percentage Interest in the Partnership as before such event, and any amounts calculated on a per Unit basis (including any Common Unit Arrearage or Cumulative Common Unit Arrearage) or stated as a number of Units are proportionately adjusted retroactive to the beginning of the Partnership.
(b) Whenever such a distribution, subdivision or combination of Partnership Securities Interests is declared, the General Partner shall select a Record Date as of which the distribution, subdivision or combination shall be effective and shall send notice thereof at least 20 days prior to such Record Date to each Record Holder as of a date not less than 10 days prior to the date of such notice. The General Partner also may cause a firm of independent public accountants selected by it to calculate the number of Partnership Securities Interests to be held by each Record Holder after giving effect to such distribution, subdivision or combination. The General Partner shall be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy of such calculation.. PBF LOGISTICS LP FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
(c) Promptly following any such distribution, subdivision or combination, the Partnership may issue Certificates, or other evidence of the issuance of uncertificated Units, Certificates to the Record Holders of Partnership Securities Interests as of the applicable Record Date representing the new number of Partnership Securities Interests held by such Record Holders, or the General Partner may adopt such other procedures as that it may deem determines to be necessary or appropriate to reflect such changes. If any such combination results in a smaller total number of Partnership Securities Interests Outstanding, the Partnership shall require, as a condition to the delivery to a Record Holder of such new Certificate, or other evidence of the issuance of uncertificated Units, the surrender of any Certificate, or other evidence of the issuance of uncertificated Units, Certificate held by such Record Holder immediately prior to such Record Date.
(d) The Partnership shall not issue fractional Units upon any distribution, subdivision or combination of Units. If a distribution, subdivision or combination of Units would result in the issuance of fractional Units but for the provisions of Section 5.6(d) and this Section 5.10(d), each fractional Unit shall be rounded to the nearest whole Unit (and a 0.5 Unit shall be rounded to the next higher Unit).
Appears in 1 contract
Splits and Combinations. (a) Subject to Sections 5.10(d) and 6.6 (dealing with adjustments of distribution levelsSection 5.9(e), the Partnership may make a Pro Rata distribution of Partnership Securities Interests (other than distributions on Series A Preferred Units) to all Record Holders or may effect a subdivision or combination of Partnership Securities Interests so long as, after any such event, each Partner shall have the same Percentage Interest in the Partnership as before such event, and any amounts calculated on a per Unit basis or stated as a number of Units are proportionately adjusted retroactive to the beginning of the Partnershipadjusted.
(b) Whenever such a distribution, subdivision or combination of Partnership Securities Interests is declared, the General Partner shall select a Record Date as of which the distribution, subdivision or combination shall be effective and shall send notice thereof at least 20 days prior to such Record Date to each Record Holder as of a date not less than 10 days prior to the date of such noticenotice (or such shorter periods as required by applicable law). The General Partner also may cause a firm of independent public accountants selected by it to calculate the number of Partnership Securities Interests to be held by each Record Holder after giving effect to such distribution, subdivision or combination. The General Partner shall be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy of such calculation.
(c) [Reserved]
(d) Promptly following any such distribution, subdivision or combination, the Partnership may issue Certificates, Certificates or other evidence of the issuance of uncertificated Units, Partnership Interests to the Record Holders of Partnership Securities Interests as of the applicable Record Date representing the new number of Partnership Securities Interests held by such Record Holders, or the General Partner may adopt such other procedures as that it may deem determines to be necessary or appropriate to reflect such changes. If any such combination results in a smaller total number of Partnership Securities Interests Outstanding, the Partnership shall require, as a condition to the delivery to a Record Holder of such new Certificate, or other evidence of the issuance of uncertificated UnitsPartnership Interests represented by Certificates, the surrender of any Certificate, or other evidence of the issuance of uncertificated Units, Certificate held by such Record Holder immediately prior to such Record Date.
(de) The Partnership shall not issue fractional Units upon any distribution, subdivision or combination of Units. If a distribution, subdivision or combination of Units would result in the issuance of fractional Units but for the provisions of Section 5.6(d) and this Section 5.10(d5.9(e), each fractional Unit shall be rounded to the nearest whole Unit (and with fractional Units equal to or greater than a 0.5 Unit shall be being rounded to the next higher Unit).
(f) For purposes of this Section 5.9, Partnership Interests held by a Group Member shall be considered “Outstanding” and participate in any such distribution, subdivision or combination.
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Sources: Limited Partnership Agreement (Summit Midstream Partners, LP)