Common use of BIP Unit Reclassification Clause in Contracts

BIP Unit Reclassification. In the event that there is any consolidation, amalgamation, arrangement, merger or other form of combination of BIP with or into any other entity resulting in a reclassification of the Outstanding BIP Units (“Unit Reclassification”), then the Exchange Ratio will be adjusted in a manner approved by the Managing General Partner, acting reasonably, to ensure that: 8.2.1 the Redemption-Exchange Unitholders would receive the amount of cash equal to the Market Value (or, if no Market Value is available, the fair market value) of the securities that such Redemption-Exchange Unitholder would have been entitled to receive pursuant to the Unit Reclassification if, on the effective date of such Unit Reclassification, the holders had been the registered holders of the number of BIP Units that they would have received had such Redemption-Exchange Units been exchanged for the Applicable Number of BIP Units pursuant to the Exchange Right immediately before the effective date of the Unit Reclassification; and 8.2.2 the Redemption-Exchange Unitholders would receive the securities that such Redemption-Exchange Unitholders would have been entitled to receive pursuant to the Unit Reclassification if, on the effective date of the Unit Reclassification, the holders had been the registered holders of the number of BIP Units that they would have received had such Redemption-Exchange Units been exchanged for the Applicable Number of BIP Units pursuant to the Exchange Right immediately before the effective date of the Unit Reclassification.