Cancellation of Class B Shares. The Parties acknowledge and agree that, following the purchase of the Repurchased Units by HESM OpCo, at the Closing, Xxxx Midstream shall cancel, for no consideration, a number of Class B Shares held by the General Partner equal to the aggregate number of Repurchased Units repurchased by HESM OpCo hereunder in accordance with Section 5.5(e) of the HESM Company Agreement.
Cancellation of Class B Shares. (A) Upon the issuance of any Class B Shares to a Class E Limited Partner pursuant to Section 3.1(n)(ii) upon the vesting of any Operating Group E Units comprised of Class E-1 Common Units or Additional Class E Common Units (or the vesting of an Operating Group A Unit into which any such Operating Group E Unit has converted) held by such Class E Limited Partner or his Related Trusts, then the Partnership shall cause Och-Ziff, pursuant to its Organizational Documents, to simultaneously cancel an equal number of the Class B Shares associated with the Operating Group A-1 Units, with each holder of Operating Group A-1 Units bearing its pro rata share of such cancellation. The Partnership shall provide each holder of Operating Group A-1 Units with prompt written notice of any such cancellation.
Cancellation of Class B Shares. Each issued and outstanding Class B Share immediately prior to the Partnership Merger Effective Time will (i) automatically be canceled and (ii) cease to exist. No consideration will be delivered in exchange for such canceled Class B Shares.
