Common use of Conversion of Class C Units Clause in Contracts

Conversion of Class C Units. (i) Immediately before the close of business on the Conversion Date (which shall be the date that is the earlier of (x) December 31, 2017, unless extended by Anadarko in its sole discretion by written notice to the Partnership of such extended date, and (y) the date on which the Partnership delivers notice to the holders of the Class C Units that the Class C Units have converted (which notice shall be delivered upon the determination of the General Partner), the Class C Units shall automatically convert into Common Units on a one-for-one basis. (ii) Upon conversion, the rights of a holder of Converted Class C Units as holder of Class C Units shall cease with respect to such Converted Class C Units, including any rights under this Agreement with respect to holders of Class C Units, and such Person shall continue to be a Limited Partner and have the rights of a holder of Common Units under this Agreement. All Class C Units shall, upon the Conversion Date, be deemed to be transferred to, and cancelled by, the Partnership in exchange for the Common Units into which the Class C Units converted. (iii) The Partnership shall pay any documentary, stamp or similar issue or transfer taxes or duties relating to the issuance or delivery of Common Units upon conversion of the Class C Units. However, the holder shall pay any tax or duty which may be payable relating to any transfer involving the issuance or delivery of Common Units in a name other than the holder’s name. The Transfer Agent may refuse to deliver a Certificate representing Common Units being issued in a name other than the holder’s name until the Transfer Agent receives a sum sufficient to pay any tax or duties which will be due because the shares are to be issued in a name other than the holder’s name. Nothing herein shall preclude any tax withholding required by law or regulation. (iv) (A) Except as otherwise provided in Section 5.8, the Partnership shall keep free from preemptive rights a sufficient number of Common Units to permit the conversion of all outstanding Class C Units into Common Units to the extent provided in, and in accordance with, this Section 5.12(c).

Conversion of Class C Units. (i) Immediately before the close of business on the Conversion Date (which shall be the date that is the earlier of (x) December 31, 2017, unless extended by Anadarko in its sole discretion by written notice to the Partnership of such extended date, and (y) the date on which the Partnership delivers notice to the holders of the Class C Units that the Class C Units have converted (which notice shall be delivered upon the determination of the General Partner)Date, the Class C Units shall automatically convert into Common LP Units on a one-for-one basis. (ii) Upon conversion, the rights of a holder of Converted converted Class C Units as holder of Class C Units shall cease with respect to such Converted converted Class C Units, including any rights under this Agreement with respect to holders of Class C Units, and such Person shall continue to be a Limited Partner and have the rights of a holder of Common LP Units under this Agreement. All Class C Units shall, upon the Conversion Date, be deemed to be transferred to, and cancelled by, the Partnership in exchange for the Common LP Units into which the Class C Units converted. (iii) The Partnership shall pay any documentary, stamp or similar issue or transfer taxes or duties relating to the issuance or delivery of Common LP Units upon conversion of the Class C Units. However, the holder shall pay any tax or duty which may be payable relating to any transfer involving the issuance or delivery of Common LP Units in a name other than the holder’s name. The Transfer Agent may refuse to deliver a Certificate representing Common the LP Units being issued in a name other than the holder’s name until the Transfer Agent receives a sum sufficient to pay any tax or duties which will be due because the shares are to be issued in a name other than the holder’s name. Nothing herein shall preclude any tax withholding required by law or regulation. (iv) (A) Except as otherwise provided in Section 5.8, the The Partnership shall keep free from preemptive rights a sufficient number of Common LP Units to permit the conversion of all outstanding Class C Units into Common LP Units to the extent provided in, and in accordance with, this Section 5.12(c4.8(c).

Conversion of Class C Units. (i) Immediately before the close of business on the Conversion Date (which shall be the date that is the earlier earliest of (xi) December 31, 2017, unless extended by Anadarko in its sole discretion by written notice the second anniversary of the initial issuance of Class C Units pursuant to the Partnership of such extended dateUnit Purchase Agreement, and (yii) the date on which the Partnership delivers notice to the holders of the Class C Units that the Class C Units have converted (converted, which such notice shall be delivered upon the determination of the General Partner), the Class C Units shall automatically convert into Common Units on a one-for-one basis. (ii) Upon conversion, the rights of a holder of Converted converted Class C Units as holder of Class C Units shall cease with respect to such Converted converted Class C Units, including any rights under this Agreement with respect to holders of Class C Units, and such Person shall continue to be a Limited Partner and have the rights of a holder of Common Units under this Agreement. All Class C Units shall, upon the Conversion Date, be deemed to be transferred to, and cancelled by, the Partnership in exchange for the Common Units into which the Class C Units converted. (iii) The Partnership shall pay any documentary, stamp or similar issue or transfer taxes or duties relating to the issuance or delivery of Common Units upon conversion of the Class C Units. However, the holder shall pay any tax or duty which may be payable relating to any transfer involving the issuance or delivery of Common Units in a name other than the holder’s name. The Transfer Agent may refuse to deliver a Certificate representing Common Units being issued in a name other than the holder’s name until the Transfer Agent receives a sum sufficient to pay any tax or duties which will be due because the shares are to be issued in a name other than the holder’s name. Nothing herein shall preclude any tax withholding required by law or regulation. (iv) (A) Except as otherwise provided in Section 5.8, the Partnership shall keep free from preemptive rights a sufficient number of Common Units to permit the conversion of all outstanding Class C Units into Common Units to the extent provided in, and in accordance with, this Section 5.12(c).