Common use of Business Opportunities Procedures Clause in Contracts

Business Opportunities Procedures. (a) As contemplated by Section 5.2(b)(i), in the event that the Sponsor or any other Sponsor Entity becomes aware of an opportunity to invest in, construct or acquire an interest in a Domestic Cokemaking Asset, then as soon as practicable, the Sponsor or other Sponsor Entity shall notify the General Partner in writing of such opportunity and deliver to the General Partner, or provide the General Partner access to, all information prepared by or on behalf of, or material information submitted or delivered to, the Sponsor or such Sponsor Entity related to such potential transaction. As soon as practicable, but in any event within 30 days after receipt of such notification and information, the General Partner, on behalf of the Partnership, having determined whether to pursue such opportunity in consultation with the Conflicts Committee, shall give notice in writing (the “Business Opportunity Notice”) to the Sponsor or other Sponsor Entity that either (i) the General Partner, on behalf of the Partnership, has elected not to cause the Partnership Group to pursue such investment, acquisition or construction opportunity, or (ii) the General Partner, on behalf of the Partnership, has elected to cause the Partnership Group to pursue such investment, acquisition or construction opportunity. If no Business Opportunity Notice is delivered by the General Partner within the 30-day period, then the General Partner, on behalf of the Partnership shall be deemed to have elected not to pursue such opportunity. If, after delivering a Business Opportunity Notice electing to pursue an opportunity, the General Partner abandons such opportunity (as evidenced in writing by the General Partner following the written request of the Sponsor) or fails to endeavor in good faith to pursue such opportunity, the Sponsor or any other Sponsor Entity may pursue the opportunity. With respect to any opportunity to invest in, acquire or construct Domestic Cokemaking Assets that the Sponsor Entities pursue, (x) the Sponsor Entities must endeavor in good faith to pursue the opportunity and (y) any such investment, construction or acquisition must be on terms not materially more favorable to the Sponsor Entities than were offered to the Partnership. If at any time either of the conditions set forth in subclauses (x) and (y) are not satisfied, the opportunity must be reoffered to the Partnership in accordance with this Section 5.3(a). For the avoidance of doubt, any Domestic Cokemaking Asset acquired by the Sponsor Entities in accordance with this Section 5.3(a) will be subject to the Right of First Offer pursuant to Article 6. (b) In the event that any of the Sponsor Entities constructs a new cokemaking facility in the United States or Canada pursuant to the exception provided in Section 5.2(b) in compliance with the procedures set forth in Section 5.3(a), then upon commencement of commercial operations, the Partnership shall have the option to acquire or to cause another Group Member to acquire such facility at a price sufficient to provide the Sponsor with an internal rate of return on invested capital equal to the sum of the Sponsor Entities’ weighted average cost of capital (as determined in good faith by the Sponsor) and %. The Sponsor shall promptly provide the General Partner with, or provide the General Partner access to, all information related to such cokemaking facility as the General Partner reasonably requests. The Sponsor shall promptly provide written notice (the “Commercial Operations Notice”) to the General Partner upon commencement of commercial operations at the newly constructed cokemaking facility. Within 90 days of receipt of a Commercial Operations Notice, the General Partner, following consultation with the Conflicts Committee, shall notify the Sponsor in writing as to whether or not it will exercise its option to acquire such facility. For the avoidance of doubt, (i) if the Sponsor Entities construct the Kentucky Facility, the Partnership’s option to purchase newly constructed cokemaking facilities set forth in this Section 5.3(b) shall apply to the Kentucky Facility, and (ii) if the Partnership Group does not exercise the option outlined in this Section 5.3(b) to acquire any particular newly constructed cokemaking facility upon commencement of commercial operations (including the Kentucky Facility), such cokemaking facility will be subject to the Right of First Offer pursuant to Article 6.

Business Opportunities Procedures. (a) As contemplated by Section 5.2(b)(i), in the event that the Sponsor or any other Sponsor Entity becomes aware of an opportunity to invest in, construct or acquire an interest in a Domestic Cokemaking Asset, then as soon as practicable, the Sponsor or other Sponsor Entity shall notify the General Partner in writing of such opportunity and deliver to the General Partner, or provide the General Partner access to, all information prepared by or on behalf of, or material information submitted or delivered to, the Sponsor or such Sponsor Entity related to such potential transaction. As soon as practicable, but in any event within 30 days after receipt of such notification and information, the General Partner, on behalf of the Partnership, having determined whether to pursue such opportunity in consultation with the Conflicts Committee, shall give notice in writing (the “Business Opportunity Notice”) to the Sponsor or other Sponsor Entity that either (i) the General Partner, on behalf of the Partnership, has elected not to cause the Partnership Group to pursue such investment, acquisition or construction opportunity, or (ii) the General Partner, on behalf of the Partnership, has elected to cause the Partnership Group to pursue such investment, acquisition or construction opportunity. If no Business Opportunity Notice is delivered by the General Partner within the 30-day period, then the General Partner, on behalf of the Partnership shall be deemed to have elected not to pursue such opportunity. If, after delivering a Business Opportunity Notice electing to pursue an opportunity, the General Partner abandons such opportunity (as evidenced in writing by the General Partner following the written request of the Sponsor) or fails to endeavor in good faith to pursue such opportunity, the Sponsor or any other Sponsor Entity may pursue the opportunity. With respect to any opportunity to invest in, acquire or construct Domestic Cokemaking Assets that the Sponsor Entities pursue, (x) the Sponsor Entities must endeavor in good faith to pursue the opportunity and (y) any such investment, construction or acquisition must be on terms not materially more favorable to the Sponsor Entities than were offered to the Partnership. If at any time either of the conditions set forth in subclauses (x) and (y) are not satisfied, the opportunity must be reoffered to the Partnership in accordance with this Section 5.3(a). For the avoidance of doubt, any Domestic Cokemaking Asset acquired by the Sponsor Entities in accordance with this Section 5.3(a) will be subject to the Right of First Offer pursuant to Article 6. (b) In the event that any of the Sponsor Entities constructs a new cokemaking facility in the United States or Canada pursuant to the exception provided in Section 5.2(b) in compliance with the procedures set forth in Section 5.3(a), then upon commencement of commercial operations, the Partnership shall have the option to acquire or to cause another Group Member to acquire such facility at a price sufficient to provide the Sponsor with an internal rate of return on invested capital equal to the sum of the Sponsor Entities’ weighted average cost of capital (as determined in good faith by the Sponsor) and %[6.0]%. The Sponsor shall promptly provide the General Partner with, or provide the General Partner access to, all information related to such cokemaking facility as the General Partner reasonably requests. The Sponsor shall promptly provide written notice (the “Commercial Operations Notice”) to the General Partner upon commencement of commercial operations at the newly constructed cokemaking facility. Within 90 days of receipt of a Commercial Operations Notice, the General Partner, following consultation with the Conflicts Committee, shall notify the Sponsor in writing as to whether or not it will exercise its option to acquire such facility. For the avoidance of doubt, (i) if the Sponsor Entities construct the Kentucky Facility, the Partnership’s option to purchase newly constructed cokemaking facilities set forth in this Section 5.3(b) shall apply to the Kentucky Facility, and (ii) if the Partnership Group does not exercise the option outlined in this Section 5.3(b) to acquire any particular newly constructed cokemaking facility upon commencement of commercial operations (including the Kentucky Facility), such cokemaking facility will be subject to the Right of First Offer pursuant to Article 6.

Business Opportunities Procedures. (a) As contemplated by Section 5.2(b)(i), in the event that the Sponsor or any other Sponsor Entity becomes aware of an opportunity to invest in, construct or acquire an interest in a Domestic Cokemaking Asset, then as soon as practicable, the Sponsor or other Sponsor Entity shall notify the General Partner in writing of such opportunity and deliver to the General Partner, or provide the General Partner access to, all information prepared by or on behalf of, or material information submitted or delivered to, the Sponsor or such Sponsor Entity related to such potential transaction. As soon as practicable, but in any event within 30 days after receipt of such notification and information, the General Partner, on behalf of the Partnership, having determined whether to pursue such opportunity in consultation with the Conflicts Committee, shall give notice in writing (the “Business Opportunity Notice”) to the Sponsor or other Sponsor Entity that either (i) the General Partner, on behalf of the Partnership, has elected not to cause the Partnership Group to pursue such investment, acquisition or construction opportunity, or (ii) the General Partner, on behalf of the Partnership, has elected to cause the Partnership Group to pursue such investment, acquisition or construction opportunity. If no Business Opportunity Notice is delivered by the General Partner within the 30-day period, then the General Partner, on behalf of the Partnership shall be deemed to have elected not to pursue such opportunity. If, after delivering a Business Opportunity Notice electing to pursue an opportunity, the General Partner abandons such opportunity (as evidenced in writing by the General Partner following the written request of the Sponsor) or fails to endeavor in good faith to pursue such opportunity, the Sponsor or any other Sponsor Entity may pursue the opportunity. With respect to any opportunity to invest in, acquire or construct Domestic Cokemaking Assets that the Sponsor Entities pursue, (x) the Sponsor Entities must endeavor in good faith to pursue the opportunity and (y) any such investment, construction or acquisition must be on terms not materially more favorable to the Sponsor Entities than were offered to the Partnership. If at any time either of the conditions set forth in subclauses (x) and (y) are not satisfied, the opportunity must be reoffered to the Partnership in accordance with this Section 5.3(a). For the avoidance of doubt, any Domestic Cokemaking Asset acquired by the Sponsor Entities in accordance with this Section 5.3(a) will be subject to the Right of First Offer pursuant to Article 6. (b) In the event that any of the Sponsor Entities constructs a new cokemaking facility in the United States or Canada pursuant to the exception provided in Section 5.2(b) in compliance with the procedures set forth in Section 5.3(a), then upon commencement of commercial operations, the Partnership shall have the option to acquire or to cause another Group Member to acquire such facility at a price sufficient to provide the Sponsor with an internal rate of return on invested capital equal to the sum of the Sponsor Entities’ weighted average cost of capital (as determined in good faith by the Sponsor) and %. The Sponsor shall promptly provide the General Partner with, or provide the General Partner access to, all information related to such cokemaking facility as the General Partner reasonably requests. The Sponsor shall promptly provide written notice (the “Commercial Operations Notice”) to the General Partner upon commencement of commercial operations at the newly constructed cokemaking facility. Within 90 days of receipt of a Commercial Operations Notice, the General Partner, following consultation with the Conflicts Committee, shall notify the Sponsor in writing as to whether or not it will exercise its option to acquire such facility. For the avoidance of doubt, (i) if the Sponsor Entities construct the Kentucky Facility, the Partnership’s option to purchase newly constructed cokemaking facilities set forth in this Section 5.3(b) shall apply to the Kentucky Facility, and (ii) if the Partnership Group does not exercise the option outlined in this Section 5.3(b) to acquire any particular newly constructed cokemaking facility upon commencement of commercial operations (including the Kentucky Facility), such cokemaking facility will be subject to the Right of First Offer pursuant to Article 6.and