Class A Unit Mandatory Conversion Clause Samples

Class A Unit Mandatory Conversion. (i) This Section 4.6.I. sets forth the manner in which any outstanding Class A Units held by InfraREIT Inc. will automatically convert to Common Units on the Mandatory Conversion Date, among other matters. (ii) As of the Mandatory Conversion Date, the General Partner shall calculate the dollar amount that InfraREIT Inc. and the Initial Limited Partner would have been entitled to receive if an amount equal to the sum of the Cash Merger Amount, the Overallotment Amount and the 30-Day Class A Value were allocated as follows: (a) First, to InfraREIT Inc. until the sum of prior distributions to the Predecessor General Partner in respect of its Class A Units under Article V of the Amended and Restated Agreement, plus any prior distributions to InfraREIT Inc. in respect of its Class A Units pursuant to Section 5.1.C hereof, plus the allocation of the Cash Merger Amount, the Overallotment Amount and the 30-Day Class A Value under this Section 4.6.I.(ii)(a), equals an Implied IRR of 13.5% per annum with respect to the aggregate Capital Contributions made by the Predecessor General Partner to the Partnership in respect of its Class A Units (other than the Class A Units redeemed pursuant to Section 4.6.G); and (b) Thereafter, (x) 70% to InfraREIT Inc. and (y) 30% to the Initial Limited Partner. (iii) Following such calculation, if there is a Carry Shortfall, the Partnership will (A) cancel a number of Class A Units held by InfraREIT Inc. equal to the amount of the Carry Shortfall divided by the 30-Day VWAP Price (with such number of Class A Units adjusted up or down by less than 60 Class A Units in order to account for Share Rounding so as to cause the number of Common Units held by InfraREIT Inc. to equal the number of shares of Public REIT Common Stock outstanding immediately after the Mandatory Conversion Date) and (B) issue the Initial Limited Partner an equal number of Common Units. (iv) After the application of the foregoing provisions of this Section 4.6.I., all remaining outstanding Class A Units held by InfraREIT Inc. shall be automatically converted into an equal number of Common Units.