Conversion of Subordinated Units. (a) All of the Subordinated Units shall convert into Common Units on a one-for-one basis on the second Business Day following the distribution of Available Cash to Partners pursuant to Section 6.3(a) in respect of the final Quarter of the Subordination Period. (b) Notwithstanding Section 5.7(a) above, the Subordination Period shall terminate and all Outstanding Subordinated Units shall convert into Common Units on a one-for-one basis on the second Business Day following the distribution of Available Cash to Partners pursuant to Section 6.3(a) in respect of any Quarter in respect of which: (i) distributions under Section 6.4 in respect of all Outstanding Common Units and Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units with respect to the four-Quarter period immediately preceding the date of such distribution equaled or exceeded the sum of the Third Target Distribution on all of the Outstanding Common Units and Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units during such period; (ii) the Adjusted Operating Surplus generated during the four-Quarter period immediately preceding the date of such distribution equaled or exceeded the sum of the Third Target Distribution on all of the Common Units, Subordinated Units and any other Units that are senior or equal in right of distribution to the Subordinated Units that were Outstanding during such period on a Fully Diluted Basis, plus the related distribution on the General Partner Units during such period; and (iii) the Cumulative Common Unit Arrearage on all of the Common Units is zero. (c) Notwithstanding any other provision of this Agreement, all the Subordinated Units will automatically convert into Common Units on a one-for-one basis as set forth in, and pursuant to the terms of, Section 11.4. (d) A Subordinated Unit that has converted into a Common Unit shall be subject to the provisions of Section 6.7(b).
Appears in 12 contracts
Samples: Agreement of Limited Partnership (Williams Partners L.P.), Agreement of Limited Partnership (Williams Partners L.P.), Agreement of Limited Partnership (Williams Partners L.P.)
Conversion of Subordinated Units. (a) All A total of the 4,945,537 Subordinated Units shall will convert into Common Units on a one-for-one basis on the second Business Day following first day after the Record Date for distribution of Available Cash to Partners pursuant to Section 6.3(a) in respect of the final any Quarter of the Subordination Period.
(b) Notwithstanding Section 5.7(a) aboveending on or after March 31, the Subordination Period shall terminate 1998, and all Outstanding an additional 4,945,537 Subordinated Units shall will convert into Common Units on a one-for-one basis on the second Business Day following first day after the distribution of Available Cash to Partners pursuant to Section 6.3(a) Record Date for distributions in respect of any Quarter ending on or after March 31, 1999, in respect of which:
(i) for each of the three consecutive non-overlapping four-Quarter periods immediately preceding such date, distributions under Section 6.4 in respect 5.3 at least equal the sum of the Minimum Quarterly Distributions for each Quarter (as prorated for the actual length of the period from the Closing Date through March 30, 1996) on all Outstanding Common Units and Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units with respect to the four-Quarter period immediately preceding the date of such distribution equaled or exceeded the sum of the Third Target Distribution on all of the Outstanding Common Units and Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units during such period;
(ii) the Adjusted Operating Surplus generated during the fourimmediately preceding twelve-Quarter period immediately preceding the date of such distribution equaled or exceeded at least equals the sum of the Third Target Distribution Minimum Quarterly Distributions for each Quarter (as prorated for the actual length of the period from the Closing Date through March 30, 1996) on all of the Outstanding Common Units, Subordinated Units and any other Units that are senior or equal in right of distribution to the Subordinated Units that were Outstanding during such period on a Fully Diluted Basis, plus the related distribution on the General Partner Units during such period; and;
(iii) the Cumulative Arrearages Balances on the Common Unit Arrearage Units are zero;
(iv) the General Partner makes a good faith estimate (in connection with which the General Partner shall be entitled to make such assumptions as in its sole discretion it believes are reasonable) that the Partnership will, with respect to the four-Quarter period commencing with such date, generate Adjusted Operating Surplus in an amount at least equal to the sum of the Minimum Quarterly Distributions on all Outstanding Common Units and Subordinated Units; and
(v) the General Partner shall obtain Special Approval that it has complied with the provisions of Section 4.6(a)(iv). In the event less than all of the Common Units is zero.
(c) Notwithstanding any other provision of this Agreement, all the Outstanding Subordinated Units will automatically shall convert into Common Units on a one-for-one basis as set forth in, and pursuant to this Section 4.6(a) at a time when there shall be more than one holder of Subordinated Units, then, unless all of the terms ofholders of Subordinated Units shall agree to a different allocation, Section 11.4.
(d) A the Subordinated Unit Units that has are to be converted into a Common Unit Units shall be subject to allocated among the provisions holders of Section 6.7(b)Subordinated Units pro rata in respect of the number of Subordinated Units held by each such holder.
Appears in 4 contracts
Samples: Limited Partnership Agreement (Amerigas Partners Lp), Limited Partnership Agreement (Amerigas Partners Lp), Limited Partnership Agreement (Amerigas Partners Lp)
Conversion of Subordinated Units. (a) All of the Subordinated Units shall convert into Common Units on a one-for-one basis on the second first Business Day following the distribution of any Quarter beginning after June 30, 2010 in respect of which:
(i) distributions of Available Cash to Partners pursuant to Section 6.3(a) in respect from Operating Surplus on each of the final Quarter Outstanding Common Units, Subordinated Units and General Partner Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units with respect to each of the Subordination Periodthree consecutive, non-overlapping four-Quarter periods immediately preceding such date equaled or exceeded the sum of the Minimum Quarterly Distribution on all Outstanding Common Units, Subordinated Units and General Partner Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units during such periods;
(ii) the Adjusted Operating Surplus generated during each of the three consecutive, non-overlapping four-Quarter periods immediately preceding such date equaled or exceeded the sum of the Minimum Quarterly Distribution on all of the Common Units, Subordinated Units and General Partner Units and any other Units that are senior or equal in right of distribution to the Subordinated Units that were Outstanding during such periods on a Fully Diluted Basis; and
(iii) there are no Cumulative Common Unit Arrearages.
(b) Notwithstanding Section 5.7(a) above), the Subordination Period shall terminate and all Outstanding Subordinated Units shall convert into Common Units on a one-for-one basis on the second first Business Day following the distribution of Available Cash to Partners pursuant to Section 6.3(a) in respect of any Quarter ending on or after June 30, 2008 in respect of which:
(i) distributions of Available Cash from Operating Surplus under Section 6.4 in respect 6.4(a) on each of all the Outstanding Common Units, Subordinated Units and Subordinated General Partner Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units with respect to the four-Quarter period immediately preceding the such date of such distribution equaled or exceeded the sum of the Third Target Distribution on all of the Outstanding Common Units, Subordinated Units and Subordinated General Partner Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units during such period;
(ii) the Adjusted Operating Surplus generated during the four-Quarter period immediately preceding the such date of such distribution equaled or exceeded the sum of the Third Target Distribution on all of the Common Units, Subordinated Units and General Partner Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units that were Outstanding during such period on a Fully Diluted Basis, plus the related distribution on the General Partner Units during such period; and
(iii) the there are no Cumulative Common Unit Arrearage on all of the Common Units is zeroArrearages.
(c) Notwithstanding any other provision of this Agreement, all the then Outstanding Subordinated Units will automatically convert into Common Units on a one-for-one basis as set forth in, and pursuant to the terms of, Section 11.4.
(d) A Subordinated Unit that has converted into a Common Unit shall be subject to the provisions of Section 6.7(b) and Section 6.7(c).
Appears in 4 contracts
Samples: Limited Partnership Agreement (Spectra Energy Partners, LP), Limited Partnership Agreement, Limited Partnership Agreement (Spectra Energy Partners, LP)
Conversion of Subordinated Units. (a) All A total of 2,333,000 of the Outstanding Subordinated Units shall will convert into Common Units on a one-for-one basis on the second Business Day following the distribution of Available Cash to Partners pursuant to Section 6.3(a) in respect of the final Quarter of the Subordination Period.
(b) Notwithstanding Section 5.7(a) above, the Subordination Period shall terminate and all Outstanding Subordinated Units shall convert into Common Units on a one-for-one basis on the second Business Day following immediately after the distribution of Available Cash to Partners pursuant to Section 6.3(a) in respect of any Quarter ending on or after December 31, 2005, in respect of which:
(i) distributions under Section 6.4 in respect of all Outstanding Common Units and Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units with respect to each of the three consecutive, non-overlapping four-Quarter period periods immediately preceding the such date of such distribution equaled or exceeded the sum of the Third Target Minimum Quarterly Distribution on all of the Outstanding Common Units and Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units during such periodperiods;
(ii) the Adjusted Operating Surplus generated during each of the three consecutive, non-overlapping four-Quarter period periods immediately preceding the such date of such distribution equaled or exceeded the sum of the Third Target Minimum Quarterly Distribution on all of the Common Units, Subordinated Units and any other Units that are senior or equal in right of distribution to the Subordinated Units that were Outstanding during such period periods on a Fully Diluted Basis, plus the related distribution on the General Partner Units Interest in the Partnership, during such periodperiods; and
(iii) the Cumulative Common Unit Arrearage on all of the Common Units is zero.
(b) An additional 2,333,000 of the Outstanding Subordinated Units will convert into Common Units on a one-for-one basis immediately after the distribution of Available Cash to Partners pursuant to Section 6.3(a) in respect of any Quarter ending on or after December 31, 2006, in respect of which:
(i) distributions under Section 6.4 in respect of all Outstanding Common Units and Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units with respect to each of the three consecutive, non-overlapping four-Quarter periods immediately preceding such date equaled or exceeded the sum of the Minimum Quarterly Distribution on all of the Outstanding Common Units and Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units during such periods;
(ii) the Adjusted Operating Surplus generated during each of the three consecutive, non-overlapping four-Quarter periods immediately preceding such date equaled or exceeded the sum of the Minimum Quarterly Distribution on all of the Common Units, Subordinated Units and any other Units that are senior or equal in right of distribution to the Subordinated Units that were Outstanding during such periods on a Fully Diluted Basis, plus the related distribution on the General Partner Interest during such periods; and
(iii) the Cumulative Common Unit Arrearage on all of the Common Units is zero; provided, however, that the conversion of Subordinated Units pursuant to this Section 5.11(b) may not occur until at least one year following the conversion of Subordinated Units pursuant to Section 5.11(a).
(c) In the event that less than all of the Outstanding Subordinated Units shall convert into Common Units pursuant to Sections 5.11(a) or (b) at a time when there shall be more than one holder of Subordinated Units, then, unless all of the holders of Subordinated Units shall agree to a different allocation, the Subordinated Units that are to be converted into Common Units shall be allocated among the holders of Subordinated Units pro rata based on the number of Subordinated Units held by each such holder.
(d) Any Subordinated Units that are not converted into Common Units pursuant to Section 5.11(a) or (b) shall convert into Common Units on a one-for-one basis immediately after the distribution of Available Cash to Partners pursuant to Section 6.3(a) in respect of the final Quarter of the Subordination Period.
(e) Notwithstanding any other provision of this Agreement, all the then Outstanding Subordinated Units will automatically convert into Common Units on a one-for-one basis as set forth in, and pursuant to the terms of, Section 11.4.
(df) A Subordinated Unit that has converted into a Common Unit shall be subject to the provisions of Section 6.7(b6.10(b).
Appears in 3 contracts
Samples: Limited Partnership Agreement (Crosstex Energy Lp), Limited Partnership Agreement (Crosstex Energy Lp), Senior Subordinated Series C Unit Purchase Agreement (Crosstex Energy Inc)
Conversion of Subordinated Units. (a) All A total of one-half of the Outstanding Subordinated Units shall (determined as of the Closing Date) will convert into Common Units on a one-for-one basis on the second Business Day following first day after the Record Date for distribution of Available Cash to Partners pursuant to Section 6.3(a) in respect of the final Quarter of the Subordination Period.
(b) Notwithstanding Section 5.7(a) above, the Subordination Period shall terminate and all Outstanding Subordinated Units shall convert into Common Units on a one-for-one basis on the second Business Day following the distribution of Available Cash to Partners pursuant to Section 6.3(a) in respect of any Quarter ending on or after September 30, 2003, in respect of which:
(i) distributions under Section 6.4 in respect of all Outstanding Common Units and Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units with respect to each of the three consecutive, non-overlapping four-Quarter period periods immediately preceding the such date of such distribution equaled or exceeded the sum of the Third Target Minimum Quarterly Distribution on all of the Outstanding Common Units and Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units during such periodperiods;
(ii) the Adjusted Operating Surplus generated during each of the fourtwo consecutive, non-overlapping four- Quarter period periods immediately preceding the such date of such distribution equaled or exceeded 110% of the sum of the Third Target Minimum Quarterly Distribution on all of the Common Units, Subordinated Units and any other Units that are senior or equal in right of distribution to the Subordinated Units that were Outstanding during such period periods on a Fully Diluted Basisfully-diluted basis (i.e. taking into account for purposes of such determination all Outstanding Common Units, all Outstanding Subordinated Units, all Common Units and Subordinated Units issuable upon exercise of employee options that have, as of the date of determination, already vested or are scheduled to vest prior to the end of the Quarter immediately following the Quarter with respect to which such determination is made, and all Common Units and Subordinated Units that have, as of the date of determination, been earned by but not yet issued to management of the Partnership in respect of incentive compensation), plus the related distribution on the General Partner Units Interests in the Partnership, the general partner interest in the Intermediate Partnership and the member interest in the Operating Subsidiary, during such periodperiods; and
(iii) the Cumulative Common Unit Arrearage on all of the Common Units is zero.
(b) In the event that less than all of the Outstanding Subordinated Units shall convert into Common Units pursuant to Section 5.8(a) at a time when there shall be more than one holder of Subordinated Units, then, unless all of the holders of Subordinated Units shall agree to a different allocation, the Subordinated Units that are to be converted into Common Units shall be allocated among the holders of Subordinated Units pro rata based on the number of Subordinated Units held by each such holder.
(c) Any Subordinated Units that are not converted into Common Units pursuant to Section 5.8(a) shall convert into Common Units on a one-for-one basis on the first day following the Record Date for distributions in respect of the final Quarter of the Subordination Period.
(d) Notwithstanding any other provision of this Agreement, all the then Outstanding Subordinated Units will automatically convert into Common Units on a one-for-one basis as set forth in, and pursuant to the terms of, Section 11.4.
(de) A Subordinated Unit that has converted into a Common Unit shall be subject to the provisions of Section 6.7(b).
(f) For purposes of determining whether the test in Section 5.8(a)(ii) above has been satisfied, Adjusted Operating Surplus will be adjusted upwards or downwards if the Conflicts Committee determines in good faith that the amount of Estimated Maintenance Capital Expenditures used in the determination of Adjusted Operating Surplus in Section 5.8(a)(ii) was materially incorrect, based on circumstances prevailing at the time of original determination of Estimated Maintenance Capital Expenditures, for any one or more of the preceding two four-quarter periods.
Appears in 3 contracts
Samples: Limited Partnership Agreement (Alliance Resource Partners Lp), Limited Partnership Agreement (Alliance Resource Partners Lp), Limited Partnership Agreement (Alliance Resource Partners Lp)
Conversion of Subordinated Units. (a) All A total of 2,333,000 of the Outstanding Subordinated Units shall will convert into Common Units on a one-for-one basis on the second Business Day following the distribution of Available Cash to Partners pursuant to Section 6.3(a) in respect of the final Quarter of the Subordination Period.
(b) Notwithstanding Section 5.7(a) above, the Subordination Period shall terminate and all Outstanding Subordinated Units shall convert into Common Units on a one-for-one basis on the second Business Day following immediately after the distribution of Available Cash to Partners pursuant to Section 6.3(a) in respect of any Quarter ending on or after December 31, 2005, in respect of which:
(i) distributions under Section 6.4 in respect of all Outstanding Common Units and Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units with respect to each of the three consecutive, non-overlapping four-Quarter period periods immediately preceding the such date of such distribution equaled or exceeded the sum of the Third Target Minimum Quarterly Distribution on all of the Outstanding Common Units and Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units during such periodperiods;
(ii) the Adjusted Operating Surplus generated during each of the three consecutive, non-overlapping four-Quarter period periods immediately preceding the such date of such distribution equaled or exceeded the sum of the Third Target Minimum Quarterly Distribution on all of the Common Units, Subordinated Units and any other Units that are senior or equal in right of distribution to the Subordinated Units that were Outstanding during such period periods on a Fully Diluted Basis, plus the related distribution on the General Partner Units Interest in the Partnership, during such periodperiods; and
(iii) the Cumulative Common Unit Arrearage on all of the Common Units is zero.
(b) An additional 2,333,000 of the Outstanding Subordinated Units will convert into Common Units on a one-for-one basis immediately after the distribution of Available Cash to Partners pursuant to Section 6.3(a) in respect of any Quarter ending on or after December 31, 2006, in respect of which:
(i) distributions under Section 6.4 in respect of all Outstanding Common Units and Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units with respect to each of the three consecutive, non-overlapping four-Quarter periods immediately preceding such date equaled or exceeded the sum of the Minimum Quarterly Distribution on all of the Outstanding Common Units and Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units during such periods;
(ii) the Adjusted Operating Surplus generated during each of the three consecutive, non-overlapping four-Quarter periods immediately preceding such date equaled or exceeded the sum of the Minimum Quarterly Distribution on all of the Common Units, Subordinated Units and any other Units that are senior or equal in right of distribution to the Subordinated Units that were Outstanding during such periods on a Fully Diluted Basis, plus the related distribution on the General Partner Interest during such periods; and
(iii) the Cumulative Common Unit Arrearage on all of the Common Units is zero; provided, however, that the conversion of Subordinated Units pursuant to this Section 5.10(b) may not occur until at least one year following the conversion of Subordinated Units pursuant to Section 5.10(a).
(c) In the event that less than all of the Outstanding Subordinated Units shall convert into Common Units pursuant to Sections 5.10(a) or (b) at a time when there shall be more than one holder of Subordinated Units, then, unless all of the holders of Subordinated Units shall agree to a different allocation, the Subordinated Units that are to be converted into Common Units shall be allocated among the holders of Subordinated Units pro rata based on the number of Subordinated Units held by each such holder.
(d) Any Subordinated Units that are not converted into Common Units pursuant to Section 5.10(a) or (b) shall convert into Common Units on a one-for-one basis immediately after the distribution of Available Cash to Partners pursuant to Section 6.3(a) in respect of the final Quarter of the Subordination Period.
(e) Notwithstanding any other provision of this Agreement, all the then Outstanding Subordinated Units will automatically convert into Common Units on a one-for-one basis as set forth in, and pursuant to the terms of, Section 11.4.
(df) A Subordinated Unit that has converted into a Common Unit shall be subject to the provisions of Section 6.7(b6.9(b).
Appears in 2 contracts
Samples: Limited Partnership Agreement (Crosstex Energy Lp), Senior Subordinated Series B Unit Purchase Agreement (Crosstex Energy Lp)
Conversion of Subordinated Units. (a) All of the Subordinated Units shall convert into Common Units on a one-for-one basis on the second Business Day following the distribution of Available Cash to Partners pursuant to Section 6.3(a) in respect of the final Quarter of the Subordination Period.
(b) Notwithstanding Section 5.7(a) above, the Subordination Period shall terminate and all Outstanding Subordinated Units shall convert into Common Units on a one-for-one basis on the second Business Day following the distribution of Available Cash to Partners pursuant to Section 6.3(a) in respect of any Quarter ending on or after June 30, 2008 in respect of which:
(i) distributions of Available Cash from Operating Surplus under Section 6.4 in respect of all Outstanding Common Units, Subordinated Units and Subordinated General Partner Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units with respect to the four-Quarter period immediately preceding the such date of such distribution equaled or exceeded the sum of the Third Target Distribution on all of the Outstanding Common Units, Subordinated Units and Subordinated General Partner Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units during such period;
(ii) the Adjusted Operating Surplus generated during the four-Quarter period immediately preceding the such date of such distribution equaled or exceeded the sum of the Third Target Distribution on all of the Common Units, Subordinated Units and General Partner Units and any other Units that are senior or equal in right of distribution to the Subordinated Units that were Outstanding during such period on a Fully Diluted Basis, plus the related distribution on the General Partner Units during such period; and
(iii) the there are no Cumulative Common Unit Arrearage on all of the Common Units is zeroArrearages.
(c) Notwithstanding any other provision of this Agreement, all the then Outstanding Subordinated Units will automatically convert into Common Units on a one-for-one basis as set forth in, and pursuant to the terms of, Section 11.4.
(d) A Subordinated Unit that has converted into a Common Unit shall be subject to the provisions of Section 6.7(b) and Section 6.7(c).
Appears in 2 contracts
Samples: Limited Partnership Agreement (SemGroup Energy Partners, L.P.), Limited Partnership Agreement (Blueknight Energy Partners, L.P.)
Conversion of Subordinated Units. (a) All Notwithstanding Section 5.7(c) below, the Subordination Period shall terminate and all of the Outstanding Subordinated Units will convert into Common Units on a one-for-one basis on the first Business Day following the distribution of Available Cash to Partners pursuant to Section 6.3(a) in respect of any Quarter ending on or after June 30, 2010, in respect of which:
(i) distributions of Available Cash from Operating Surplus under Section 6.4(a) on each of the Outstanding Common Units and Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units and the General Partner Units with respect to each of the three consecutive, non-overlapping four-Quarter periods immediately preceding such date equaled or exceeded the sum of the Minimum Quarterly Distribution on all of the Outstanding Common Units and Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units and the General Partner Units during such periods;
(ii) the Adjusted Operating Surplus for each of the three consecutive, non-overlapping four-Quarter periods immediately preceding such date equaled or exceeded the sum of the Minimum Quarterly Distribution on all of the Common Units, Subordinated Units and any other Units that are senior or equal in right of distribution to the Subordinated Units and the General Partner Units that were Outstanding during such periods on a Fully Diluted Basis; and
(iii) there are no Cumulative Common Unit Arrearages.
(b) Notwithstanding Section 5.7(a) above or Section 5.7(c) below, the Subordination Period shall terminate and all the Outstanding Subordinated Units will convert into Common Units on a one-for-one basis on the first Business Day following the distribution of Available Cash to Partners pursuant to Section 6.3(a) in respect of any Quarter ending on or after June 30, 2007, in respect of which:
(i) distributions of Available Cash from Operating Surplus under Section 6.4(a) in respect of all Outstanding Common Units, Subordinated Units, any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units and the General Partner Units with respect to each of the four consecutive, non-overlapping Quarters immediately preceding such date equaled or exceeded 150% of the sum of the Minimum Quarterly Distribution on all of the Outstanding Common Units, Subordinated Units, any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units and the General Partner Units during such period;
(ii) the Adjusted Operating Surplus for each of the four consecutive, non-overlapping Quarters immediately preceding such date equaled or exceeded 150% of the sum of the Minimum Quarterly Distribution on all of the Common Units, Subordinated Units and any other Units that are senior or equal in right of distribution to the Subordinated Units and the General Partner Units that were Outstanding during such periods on a Fully Diluted Basis; and
(iii) there are no Cumulative Common Unit Arrearages.
(c) Any Subordinated Units that are not converted into Common Units pursuant to Section 5.7(a) or (b) shall convert into Common Units on a one-for-one basis on the second Business Day following the distribution of Available Cash to Partners pursuant to Section 6.3(a) in respect of the final Quarter of the Subordination Period.
(b) Notwithstanding Section 5.7(a) above, the Subordination Period shall terminate and all Outstanding Subordinated Units shall convert into Common Units on a one-for-one basis on the second Business Day following the distribution of Available Cash to Partners pursuant to Section 6.3(a) in respect of any Quarter in respect of which:
(i) distributions under Section 6.4 in respect of all Outstanding Common Units and Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units with respect to the four-Quarter period immediately preceding the date of such distribution equaled or exceeded the sum of the Third Target Distribution on all of the Outstanding Common Units and Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units during such period;
(ii) the Adjusted Operating Surplus generated during the four-Quarter period immediately preceding the date of such distribution equaled or exceeded the sum of the Third Target Distribution on all of the Common Units, Subordinated Units and any other Units that are senior or equal in right of distribution to the Subordinated Units that were Outstanding during such period on a Fully Diluted Basis, plus the related distribution on the General Partner Units during such period; and
(iii) the Cumulative Common Unit Arrearage on all of the Common Units is zero.
(cd) Notwithstanding any other provision of this Agreement, all the then Outstanding Subordinated Units will automatically convert into Common Units on a one-for-one basis as set forth in, and pursuant to the terms of, Section 11.4.
(de) A Subordinated Unit that has converted into a Common Unit shall be subject to the provisions of Section 6.7(b) and Section 6.7(c).
Appears in 2 contracts
Samples: Limited Partnership Agreement (Quicksilver Gas Services LP), Limited Partnership Agreement (Quicksilver Gas Services LP)
Conversion of Subordinated Units. (a) All of the outstanding Subordinated Units shall convert into Common Units on a one-for-one basis on the second first Business Day following the distribution of any Quarter beginning after September 30, 2013 in respect of which:
(i) distributions of Available Cash to Partners pursuant to Section 6.3(a) in respect from Operating Surplus on each of the final Quarter Outstanding Common Units, Subordinated Units and General Partner Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units with respect to each of the Subordination Periodthree consecutive, non-overlapping four-Quarter periods immediately preceding such date equaled or exceeded the sum of the Minimum Quarterly Distribution on all Outstanding Common Units, Subordinated Units and General Partner Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units during such periods;
(ii) the Adjusted Operating Surplus generated during each of the three consecutive, non-overlapping four-Quarter periods immediately preceding such date equaled or exceeded the sum of the Minimum Quarterly Distribution on all of the Common Units, Subordinated Units and General Partner Units and any other Units that are senior or equal in right of distribution to the Subordinated Units that were Outstanding during such periods on a Fully Diluted Basis; and
(iii) there are no Cumulative Common Unit Arrearages.
(b) Notwithstanding Section 5.7(a) above), the Subordination Period shall terminate and all Outstanding Subordinated Units shall convert into Common Units on a one-for-one basis on the second first Business Day following the distribution of Available Cash to Partners pursuant to Section 6.3(a) in respect of any Quarter ending on or after September 30, 2011 in respect of which:
(i) distributions of Available Cash from Operating Surplus under Section 6.4 in respect 6.4(b)(i) on each of all the Outstanding Common Units, Subordinated Units and Subordinated General Partner Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units with respect to the four-Quarter period immediately preceding the such date of such distribution equaled or exceeded the sum of the Third Target Distribution on all of the Outstanding Common Units, Subordinated Units and Subordinated General Partner Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units during such period;
(ii) the Adjusted Operating Surplus generated during the four-Quarter period immediately preceding the such date of such distribution equaled or exceeded the sum of the Third Target Distribution on all of the Common Units, Subordinated Units and General Partner Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units that were Outstanding during such period on a Fully Diluted Basis, plus the related distribution on the General Partner Units during such period; and
(iii) the there are no Cumulative Common Unit Arrearage on all of the Common Units is zeroArrearages.
(c) Notwithstanding any other provision of this Agreement, all of the then Outstanding Subordinated Units will automatically convert into Common Units on a one-for-one basis as set forth in, and pursuant to the terms of, Section 11.4.
(d) A Subordinated Unit that has converted into a Common Unit shall be subject to the provisions of Section 6.7(b) and Section 6.7(c).
(e) For purposes of determining whether the test in Section 5.7(a)(ii) above has been satisfied, Adjusted Operating Surplus will be adjusted upwards or downwards if a Conflicts Committee determines in good faith that the amount of Estimated Reserve Replacement Expenditures used in the determination of Adjusted Operating Surplus in Section 5.7(a)(ii) was materially incorrect, based on circumstances prevailing at the time of original determination of Estimated Reserve Replacement Expenditures, for any one or more of the preceding two four-Quarter periods.
Appears in 1 contract
Samples: Limited Partnership Agreement (Oxford Resource Partners LP)
Conversion of Subordinated Units. (a) All A total of 1,200,000 of the Outstanding Subordinated Units shall will convert into Common Units on a one-for-one basis on the second Business Day following the distribution of Available Cash to Partners pursuant to Section 6.3(a) in respect of the final Quarter of the Subordination Period.
(b) Notwithstanding Section 5.7(a) above, the Subordination Period shall terminate and all Outstanding Subordinated Units shall convert into Common Units on a one-for-one basis on the second Business Day following immediately after the distribution of Available Cash to Partners pursuant to Section 6.3(a) in respect of any Quarter ending on or after June 30, 2005, in respect of which:
(i) distributions under Section 6.4 in respect of all Outstanding Common Units and Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units with respect to each of the three consecutive, non-overlapping four-Quarter period periods immediately preceding such date equaled or exceeded the sum of the Minimum Quarterly Distribution on all of the Outstanding Common Units and Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units during such periods;
(ii) the Adjusted Operating Surplus generated during each of the three consecutive, non-overlapping four-Quarter periods immediately preceding such date equaled or exceeded the sum of the Minimum Quarterly Distribution on all of the Common Units, Subordinated Units and any other Units that are senior or equal in right of distribution to the Subordinated Units that were Outstanding during such periods on a Fully Diluted Basis, plus the related distribution on the General Partner Interest in the Partnership, during such periods; and
(iii) the Cumulative Common Unit Arrearage on all of the Common Units is zero.
(b) An additional 1,200,000 of the Outstanding Subordinated Units will convert into Common Units on a one-for-one basis immediately after the distribution of Available Cash to Partners pursuant to Section 6.3(a) in respect of any Quarter ending on or after June 30, 2006, in respect of which:
(i) distributions under Section 6.4 in respect of all Outstanding Common Units and Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units with respect to each of the three consecutive, non-overlapping four-Quarter periods immediately preceding such date equaled or exceeded the sum of the Minimum Quarterly Distribution on all of the Outstanding Common Units and Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units during such periods;
(ii) the Adjusted Operating Surplus generated during each of the three consecutive, non-overlapping four-Quarter periods immediately preceding such date equaled or exceeded the sum of the Minimum Quarterly Distribution on all of the Common Units, Subordinated Units and any other Units that are senior or equal in right of distribution to the Subordinated Units that were Outstanding during such periods on a Fully Diluted Basis, plus the related distribution on the General Partner Interest during such periods; and
(iii) the Cumulative Common Unit Arrearage on all of the Common Units is zero; provided, however, that the conversion of Subordinated Units pursuant to this Section 5.8(b) may not occur until at least one year following the conversion of Subordinated Units pursuant to Section 5.8(a).
(c) An additional 1,200,000 of the Outstanding Subordinated Units will convert into Common Units on a one-for-one basis immediately after the distribution of Available Cash to Partners pursuant to Section 6.3(a) in respect of any Quarter ending on or after June 30, 2007, in respect of which:
(i) distributions under Section 6.4 in respect of all Outstanding Common Units and Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units with respect to each of the three consecutive, non-overlapping four-Quarter periods immediately preceding such date equaled or exceeded the sum of the Minimum Quarterly Distribution on all of the Outstanding Common Units and Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units during such periods;
(ii) the Adjusted Operating Surplus generated during each of the three consecutive, non-overlapping four-Quarter periods immediately preceding such date equaled or exceeded the sum of the Minimum Quarterly Distribution on all of the Common Units, Subordinated Units and any other Units that are senior or equal in right of distribution to the Subordinated Units that were Outstanding during such periods on a Fully Diluted Basis, plus the related distribution on the General Partner Interest during such periods; and
(iii) the Cumulative Common Unit Arrearage on all of the Common Units is zero; provided, however, that the conversion of Subordinated Units pursuant to this Section 5.8(c) may not occur until at least one year following the conversion of Subordinated Units pursuant to Section 5.8(b).
(d) An additional 1,200,000 of the Outstanding Subordinated Units will convert into Common Units on a one-for-one basis immediately after the distribution of Available Cash to Partners pursuant to Section 6.3(a) in respect of any Quarter ending on or after June 30, 2008, in respect of which:
(i) distributions under Section 6.4 in respect of all Outstanding Common Units and Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units with respect to each of the three consecutive, non-overlapping four-Quarter periods immediately preceding such date equaled or exceeded the sum of the Minimum Quarterly Distribution on all of the Outstanding Common Units and Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units during such periods;
(ii) the Adjusted Operating Surplus generated during each of the three consecutive, non-overlapping four-Quarter periods immediately preceding such date equaled or exceeded the sum of the Minimum Quarterly Distribution on all of the Common Units, Subordinated Units and any other Units that are senior or equal in right of distribution to the Subordinated Units that were Outstanding during such periods on a Fully Diluted Basis, plus the related distribution on the General Partner Interest during such periods; and
(iii) the Cumulative Common Unit Arrearage on all of the Common Units is zero; provided, however, that the conversion of Subordinated Units pursuant to this Section 5.8(d) may not occur until at least one year following the conversion of Subordinated Units pursuant to Section 5.8(c).
(e) An additional 1,200,000 of the Outstanding Subordinated Units will convert into Common Units on a one-for-one basis immediately after the distribution of Available Cash to Partners pursuant to Section 6.3(a) in respect of any Quarter ending on or after June 30, 2005, in respect of which:
(i) distributions under Section 6.4 in respect of all Outstanding Common Units and Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units with respect to each of the two consecutive, non-overlapping four-Quarter periods immediately preceding such date equaled or exceeded the sum of the Second Target Distribution on all of the Outstanding Common Units and Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units during such periods;
(ii) the Adjusted Operating Surplus generated during each of the two consecutive, non-overlapping four-Quarter periods immediately preceding such date equaled or exceeded the sum of the Second Target Distribution on all of the Common Units, Subordinated Units and any other Units that are senior or equal in right of distribution to the Subordinated Units that were Outstanding during such periods on a Fully Diluted Basis, plus the related distribution on the General Partner Interest during such periods; and
(iii) the Cumulative Common Unit Arrearage on all of the Common Units is zero;
(f) An additional 1,200,000 of the Outstanding Subordinated Units will convert into Common Units on a one-for-one basis immediately after the distribution of Available Cash to Partners pursuant to Section 6.3(a) in respect of any Quarter ending on or after June 30, 2005 in respect of which:
(i) distributions under Section 6.4 in respect of all Outstanding Common Units and Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units with respect to each of the two consecutive, non-overlapping four-Quarter periods immediately preceding such date equaled or exceeded the sum of the Third Target Distribution on all of the Outstanding Common Units and Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units during such periodperiods;
(ii) the Adjusted Operating Surplus generated during each of the two consecutive, non-overlapping four-Quarter period periods immediately preceding the such date of such distribution equaled or exceeded the sum of the Third Target Distribution on all of the Common Units, Subordinated Units and any other Units that are senior or equal in right of distribution to the Subordinated Units that were Outstanding during such period periods on a Fully Diluted Basis, plus the related distribution on the General Partner Units Interest during such periodperiods; and
(iii) the Cumulative Common Unit Arrearage on all of the Common Units is zero;
(g) In the event that less than all of the Outstanding Subordinated Units shall convert into Common Units pursuant to Sections 5.8(a)-(f) at a time when there shall be more than one holder of Subordinated Units, then, unless all of the holders of Subordinated Units shall agree to a different allocation, the Subordinated Units that are to be converted into Common Units shall be allocated among the holders of Subordinated Units pro rata based on the number of Subordinated Units held by each such holder.
(ch) Any Subordinated Units that are not converted into Common Units pursuant to Section 5.8(a)-(f) shall convert into Common Units on a one-for-one basis immediately after the distribution of Available Cash to Partners pursuant to Section 6.3(a) in respect of the final Quarter of the Subordination Period.
(i) Notwithstanding any other provision of this Agreement, all the then Outstanding Subordinated Units will automatically convert into Common Units on a one-for-one basis as set forth in, and pursuant to the terms of, Section 11.4.
(dj) A Subordinated Unit that has converted into a Common Unit shall be subject to the provisions of Section 6.7(b).
Appears in 1 contract
Samples: Limited Partnership Agreement (Markwest Energy Partners L P)
Conversion of Subordinated Units. (a) All of the Subordinated Units shall convert into Common Units on a one-for-one basis on the second Business Day following the distribution of Available Cash to Partners pursuant to Section 6.3(a) in respect of the final Quarter of the Subordination Period.
(b) Notwithstanding Section 5.7(a) above, the Subordination Period shall terminate and all Outstanding Subordinated Units shall convert into Common Units on a one-for-one basis on the second Business Day first day following the distribution of Available Cash to Partners pursuant to Section 6.3(a) 6.04 in respect of any Quarter ending on or after September 30, 2010, in respect of which:
(i) distributions of Available Cash from Operating Surplus under Section 6.4 in respect 6.04(a) on each of all the Outstanding Common Units and Units, Subordinated Units, General Partner Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units with respect to equaled or exceeded the Third Target Distribution during the four-Quarter period immediately preceding the date of such distribution equaled or exceeded the sum of the Third Target Distribution on all of the Outstanding Common Units and Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units during such perioddate;
(ii) the Adjusted Operating Surplus generated during for the four-Quarter period immediately preceding the such date of such distribution equaled or exceeded the sum of the Third Target Distribution on all of the Common Units, Subordinated Units, General Partner Units and any other Units that are senior or equal in right of distribution to the Subordinated Units that were Outstanding during such period on a Fully Diluted Basis, plus the related distribution on the General Partner Units during Basis with respect to such period; and
(iii) the there are no Cumulative Common Unit Arrearage Arrearages.
(b) If the Subordinated Units are not converted into Common Units pursuant to Section 5.07(a), the Subordinated Units shall convert into Common Units on all a one-for-one basis upon the expiration of the Common Units is zeroSubordination Period.
(c) Notwithstanding any other provision of this Agreement, all the Subordinated Units will automatically convert into Common Units on a one-for-one basis as set forth in, and pursuant to the terms of, Section 11.411.04.
(d) A Subordinated Unit that has converted into a Common Unit shall be subject to the provisions of Section 6.7(b6.07(b).
Appears in 1 contract
Samples: Agreement of Limited Partnership (OSG America L.P.)
Conversion of Subordinated Units. (a) All of the Subordinated Units shall convert into Common Units on a one-for-one basis on the second first Business Day following the distribution of any Quarter beginning after June 30, 2010 in respect of which:
(i) distributions of Available Cash to Partners pursuant to Section 6.3(a) in respect from Operating Surplus on each of the final Quarter Outstanding Common Units, Subordinated Units and General Partner Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units with respect to each of the Subordination Periodthree consecutive, non-overlapping four-Quarter periods immediately preceding such date equaled or exceeded the sum of the Minimum Quarterly Distribution on all Outstanding Common Units, Subordinated Units and General Partner Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units during such periods;
(ii) the Adjusted Operating Surplus generated during each of the three consecutive, non-overlapping four-Quarter periods immediately preceding such date equaled or exceeded the sum of the Minimum Quarterly Distribution on all of the Common Units, Subordinated Units and General Partner Units and any other Units that are senior or equal in right of distribution to the Subordinated Units that were Outstanding during such periods on a Fully Diluted Basis; and
(iii) there are no Cumulative Common Unit Arrearages.
(b) Notwithstanding Section 5.7(a) above), the Subordination Period shall terminate and all Outstanding Subordinated Units shall convert into Common Units on a one-for-one basis on the second first Business Day following the distribution of Available Cash to Partners pursuant to Section 6.3(a) in respect of any Quarter ending on or after June 30, 2008 in respect of which:
(i) distributions of Available Cash from Operating Surplus under Section 6.4 in respect 6.4(a) on each of all the Outstanding Common Units, Subordinated Units and Subordinated General Partner Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units with respect to the four-Quarter period immediately preceding the such date of such distribution equaled or exceeded the sum of the Third Target Distribution on all of the Outstanding Common Units, Subordinated Units and Subordinated General Partner Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units during such period;
(ii) the Adjusted Operating Surplus generated during the four-Quarter period immediately preceding the such date of such distribution equaled or exceeded the sum of the Third Target Distribution on all of the Common Units, Subordinated Units and General Partner Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units that were Outstanding during such period on a Fully Diluted Basis, plus the related distribution on the General Partner Units during such period; and
(iii) the there are no Cumulative Common Unit Arrearage on all of the Common Units is zeroArrearages.
(c) Notwithstanding any other provision of this Agreement, all the then Outstanding Subordinated Units will automatically convert into Common Units on a one-for-one basis as set forth in, and pursuant to the terms of, Section 11.4.. 42
(d) A Subordinated Unit that has converted into a Common Unit shall be subject to the provisions of Section 6.7(b) and Section 6.7(c).
Appears in 1 contract
Samples: Limited Partnership Agreement (Spectra Energy Partners, LP)
Conversion of Subordinated Units. (a) All of the Subordinated Units shall convert into Common Units on a one-for-one basis on the second Business Day following the distribution of Available Cash to Partners pursuant to Section 6.3(a) in respect of the final Quarter of the Subordination Period.
(b) Notwithstanding Section 5.7(a) above, the Subordination Period shall terminate and all then Outstanding Subordinated Units shall convert into Common Units on a one-for-one basis on the second first to occur of the following dates:
(i) the first Business Day following the distribution of Available Cash to Partners pursuant to Section 6.3(a6.4(a) in respect of any Quarter beginning with the Quarter ending June 30, 2016 in respect of which:
which (iA) (1) distributions under Section 6.4 of Available Cash from Operating Surplus on each of the Outstanding Common Units, Subordinated Units and General Partner Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units, in each case with respect to each of the three consecutive, non-overlapping four-Quarter periods immediately preceding such date equaled or exceeded the sum of the Minimum Quarterly Distribution on all Outstanding Common Units, Subordinated Units and General Partner Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units, in each case in respect of such periods and (2) the Adjusted Operating Surplus for each of the three consecutive, non-overlapping four-Quarter periods immediately preceding such date equaled or exceeded the sum of the Minimum Quarterly Distribution on all of the Common Units, Subordinated Units and General Partner Units and any other Units that are senior or equal in right of distribution to the Subordinated Units, in each case that were Outstanding during such periods on a Fully Diluted Weighted Average Basis, and (B) there are no Cumulative Common Unit Arrearages.
(ii) the first Business Day following the distribution of Available Cash to Partners pursuant to Section 6.4(a) in respect of any Quarter beginning with the Quarter ending June 30, 2014 in respect of which (A) (1) distributions of Available Cash from Operating Surplus on each of the Outstanding Common Units, Subordinated Units and General Partner Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units, in each case with respect to the four-Quarter period immediately preceding such date equaled or exceeded 150% of the Minimum Quarterly Distribution on all of the Outstanding Common Units, Subordinated Units and General Partner Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units, in each case in respect of such period, and (2) the Adjusted Operating Surplus for the four-Quarter period immediately preceding such date equaled or exceeded the sum of (x) 150% of the Minimum Quarterly Distribution on all of the Common Units, Subordinated Units and General Partner Units and any other Units that are senior or equal in right of distribution to the Subordinated Units, in each case that were Outstanding during such period on a Fully Diluted Weighted Average Basis, plus (y) the corresponding Incentive Distributions and (B) there are no Cumulative Common Unit Arrearages.
(iii) the first Business Day following the distribution of Available Cash to Partners pursuant to Section 6.4(a) in respect of any Quarter beginning with the Quarter ending December 31, 2014 in respect of which (A) (1) distributions of Available Cash from Operating Surplus on each of the Outstanding Common Units, Subordinated Units and General Partner Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units, in each case in respect of such Quarter equaled or exceeded 125% of the Minimum Quarterly Distribution on all of the Outstanding Common Units, Subordinated Units and General Partner Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units with in each case in respect to the four-Quarter period immediately preceding the date of such distribution Quarter, and (2) the Adjusted Operating Surplus for such Quarter equaled or exceeded the sum of (x) 125% of the Third Target Minimum Quarterly Distribution on all of the Common Units, Subordinated Units and General Partner Units and any other Units that are senior or equal in right of distribution to the Subordinated Units, in each case that were Outstanding during such Quarter on a Fully Diluted Weighted Average Basis, plus (y) the corresponding Incentive Distributions and (B) there are no Cumulative Common Unit Arrearages.
(b) Notwithstanding Section 5.7(a), 50% of the then Outstanding Subordinated Units shall convert into Common Units on a one-for-one basis on the first Business Day following the distribution of Available Cash to Partners pursuant to Section 6.4(a) in respect of any Quarter beginning with the Quarter ending December 31, 2014 in respect of which (A) (1) distributions of Available Cash from Operating Surplus on each of the Outstanding Common Units, Subordinated Units and General Partner Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units, in each case in respect of such Quarter equaled or exceeded 115% of the Minimum Quarterly Distribution on all of the Outstanding Common Units, Subordinated Units and Subordinated General Partner Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units during in each case in respect of such period;
Quarter, and (ii2) the Adjusted Operating Surplus generated during the four-for such Quarter period immediately preceding the date of such distribution equaled or exceeded the sum of (x) 115% of the Third Target Minimum Quarterly Distribution on all of the Common Units, Subordinated Units and General Partner Units and any other Units that are senior or equal in right of distribution to the Subordinated Units Units, in each case that were Outstanding during such period Quarter on a Fully Diluted Weighted Average Basis, plus the related distribution on the General Partner Units during such period; and
(iiiy) the corresponding Incentive Distributions and (B) there are no Cumulative Common Unit Arrearage on all of the Common Units is zeroArrearages.
(c) Notwithstanding any other provision provisions of this Agreement, all of the then Outstanding Subordinated Units will automatically may convert into Common Units on a one-for-one basis as set forth in, and pursuant to the terms of, Section 11.4.
(d) In the event that Subordinated Units shall convert into Common Units pursuant to Section 5.7(b) at a time when there shall be more than one Record Holder of Subordinated Units, then, unless all of the Record Holders of the Subordinated Units shall agree to a different allocation, the Subordinated Units that are to be converted into Common Units shall be allocated among the Record Holders of the Subordinated Units pro rata based on the number of Subordinated Units held by each such Record Holder.
(e) Upon the conversion of Subordinated Units in accordance with this Section 5.7, each converting Record Holder of converted Subordined Units shall be deemed to be the Record Holder of the number of Common Units issuable upon conversion, notwithstanding that the Certificates representing such Common Units shall not then actually be delivered to such Person. Upon notice from the Partnership, each Record Holder of Subordinated Units so converted shall promptly surrender to the Partnership Certificates representing the Subordinated Units so converted, in proper transfer form. Each Subordinated Unit shall be canceled by the General Partner upon its conversion.
(f) The issuance or delivery of certificates for Common Units upon the conversion of Subordinated Units shall be made without charge to the converting Record Holder of Subordinated Units for such certificates or for any tax in respect of the issuance or delivery of such certificates or the securities represented thereby, and such certificates shall be issued or delivered in the respective names of, or in such names as may be directed by, the Record Holders of the Subordinated Units converted; provided, however, that the Partnership shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificate in a name other than that of the Record Holder of the Subordinated Units converted, and the Partnership shall not be required to issue or deliver such certificate unless or until the Person or Persons requesting the issuance or delivery thereof shall have paid to the Partnership the amount of such tax or shall have established to the reasonable satisfaction of the Partnership that such tax has been paid.
(g) A Subordinated Unit that has converted into a Common Unit shall be subject to the provisions of Section 6.7(b)6.7.
Appears in 1 contract
Samples: Limited Partnership Agreement (Tallgrass Energy Partners, LP)
Conversion of Subordinated Units. (a) All Notwithstanding Section 5.7(c) below, the Subordination Period shall terminate and all of the Outstanding Subordinated Units will convert into Common Units on a one-for-one basis on the first Business Day following the distribution of Available Cash to Partners pursuant to Section 6.3(a) in respect of any Quarter ending on or after June 30, 2011, in respect of which:
(i) distributions of Available Cash from Operating Surplus under Section 6.4(a) on each of the Outstanding Common Units and Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units and the General Partner Units with respect to each of the three consecutive, non-overlapping four-Quarter periods immediately preceding such date equaled or exceeded the sum of the Minimum Quarterly Distribution on all of the Outstanding Common Units and Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units and the General Partner Units during such periods;
(ii) the Adjusted Operating Surplus for each of the three consecutive, non-overlapping four-Quarter periods immediately preceding such date equaled or exceeded the sum of the Minimum Quarterly Distribution on all of the Common Units, Subordinated Units and any other Units that are senior or equal in right of distribution to the Subordinated Units and the General Partner Units that were Outstanding during such periods on a Fully Diluted Basis; and
(iii) there are no Cumulative Common Unit Arrearages.
(b) Notwithstanding Section 5.7(a) above or Section 5.7(c) below, the Subordination Period shall terminate and all the Outstanding Subordinated Units will convert into Common Units on a one-for-one basis on the first Business Day following the distribution of Available Cash to Partners pursuant to Section 6.3(a) in respect of any Quarter ending on or after June 30, 2008, in respect of which:
(i) distributions of Available Cash from Operating Surplus under Section 6.4(a) in respect of all Outstanding Common Units, Subordinated Units, any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units and the General Partner Units with respect to each of the four consecutive, non-overlapping Quarters immediately preceding such date equaled or exceeded 150% of the sum of the Minimum Quarterly Distribution on all of the Outstanding Common Units, Subordinated Units, any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units and the General Partner Units during such period;
(ii) the Adjusted Operating Surplus for each of the four consecutive, non-overlapping Quarters immediately preceding such date equaled or exceeded 150% of the sum of the Minimum Quarterly Distribution on all of the Common Units, Subordinated Units and any other Units that are senior or equal in right of distribution to the Subordinated Units and the General Partner Units that were Outstanding during such periods on a Fully Diluted Basis; and
(iii) there are no Cumulative Common Unit Arrearages.
(c) Any Subordinated Units that are not converted into Common Units pursuant to Section 5.7(a) or (b) shall convert into Common Units on a one-for-one basis on the second Business Day following the distribution of Available Cash to Partners pursuant to Section 6.3(a) in respect of the final Quarter of the Subordination Period.
(b) Notwithstanding Section 5.7(a) above, the Subordination Period shall terminate and all Outstanding Subordinated Units shall convert into Common Units on a one-for-one basis on the second Business Day following the distribution of Available Cash to Partners pursuant to Section 6.3(a) in respect of any Quarter in respect of which:
(i) distributions under Section 6.4 in respect of all Outstanding Common Units and Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units with respect to the four-Quarter period immediately preceding the date of such distribution equaled or exceeded the sum of the Third Target Distribution on all of the Outstanding Common Units and Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units during such period;
(ii) the Adjusted Operating Surplus generated during the four-Quarter period immediately preceding the date of such distribution equaled or exceeded the sum of the Third Target Distribution on all of the Common Units, Subordinated Units and any other Units that are senior or equal in right of distribution to the Subordinated Units that were Outstanding during such period on a Fully Diluted Basis, plus the related distribution on the General Partner Units during such period; and
(iii) the Cumulative Common Unit Arrearage on all of the Common Units is zero.
(cd) Notwithstanding any other provision of this Agreement, all the then Outstanding Subordinated Units will automatically convert into Common Units on a one-for-one basis as set forth in, and pursuant to the terms of, Section 11.4.
(de) A Subordinated Unit that has converted into a Common Unit shall be subject to the provisions of Section 6.7(b) and Section 6.7(c).
Appears in 1 contract
Samples: Limited Partnership Agreement (Western Gas Partners LP)
Conversion of Subordinated Units. (a) All A total of 2,333,000 of the Outstanding Subordinated Units shall will convert into Common Units on a one-for-one basis on the second Business Day following the distribution of Available Cash to Partners pursuant to Section 6.3(a) in respect of the final Quarter of the Subordination Period.
(b) Notwithstanding Section 5.7(a) above, the Subordination Period shall terminate and all Outstanding Subordinated Units shall convert into Common Units on a one-for-one basis on the second Business Day following immediately after the distribution of Available Cash to Partners pursuant to Section 6.3(a) in respect of any Quarter ending on or after December 31, 2005, in respect of which:
(i) distributions under Section 6.4 in respect of all Outstanding Common Units and Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units with respect to each of the three consecutive, non-overlapping four-Quarter period periods immediately preceding the such date of such distribution equaled or exceeded the sum of the Third Target Minimum Quarterly Distribution on all of the Outstanding Common Units and Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units during such periodperiods;
(ii) the Adjusted Operating Surplus generated during each of the three consecutive, non-overlapping four-Quarter period periods immediately preceding the such date of such distribution equaled or exceeded the sum of the Third Target Minimum Quarterly Distribution on all of the Common Units, Subordinated Units and any other Units that are senior or equal in right of distribution to the Subordinated Units that were Outstanding during such period periods on a Fully Diluted Basis, plus the related distribution on the General Partner Units Interest in the Partnership, during such periodperiods; and
(iii) the Cumulative Common Unit Arrearage on all of the Common Units is zero.
(b) An additional 2,333,000 of the Outstanding Subordinated Units will convert into Common Units on a one-for-one basis immediately after the distribution of Available Cash to Partners pursuant to Section 6.3(a) in respect of any Quarter ending on or after December 31, 2006, in respect of which:
(i) distributions under Section 6.4 in respect of all Outstanding Common Units and Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units with respect to each of the three consecutive, non-overlapping four-Quarter periods immediately preceding such date equaled or exceeded the sum of the Minimum Quarterly Distribution on all of the Outstanding Common Units and Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units during such periods;
(ii) the Adjusted Operating Surplus generated during each of the three consecutive, non-overlapping four-Quarter periods immediately preceding such date equaled or exceeded the sum of the Minimum Quarterly Distribution on all of the Common Units, Subordinated Units and any other Units that are senior or equal in right of distribution to the Subordinated Units that were Outstanding during such periods on a Fully Diluted Basis, plus the related distribution on the General Partner Interest during such periods; and
(iii) the Cumulative Common Unit Arrearage on all of the Common Units is zero; provided, however, that the conversion of Subordinated Units pursuant to this Section 5.9(b) may not occur until at least one year following the conversion of Subordinated Units pursuant to Section 5.9(a).
(c) In the event that less than all of the Outstanding Subordinated Units shall convert into Common Units pursuant to Sections 5.9(a) or (b) at a time when there shall be more than one holder of Subordinated Units, then, unless all of the holders of Subordinated Units shall agree to a different allocation, the Subordinated Units that are to be converted into Common Units shall be allocated among the holders of Subordinated Units pro rata based on the number of Subordinated Units held by each such holder.
(d) Any Subordinated Units that are not converted into Common Units pursuant to Section 5.9(a) or (b) shall convert into Common Units on a one-for-one basis immediately after the distribution of Available Cash to Partners pursuant to Section 6.3(a) in respect of the final Quarter of the Subordination Period.
(e) Notwithstanding any other provision of this Agreement, all the then Outstanding Subordinated Units will automatically convert into Common Units on a one-for-one basis as set forth in, and pursuant to the terms of, Section 11.4.
(df) A Subordinated Unit that has converted into a Common Unit shall be subject to the provisions of Section 6.7(b6.8(b).
Appears in 1 contract
Conversion of Subordinated Units. (a) All A total of 16,735 of the Outstanding Subordinated GP Units shall will convert into Common GP Units on a one-for-one basis and a total of 820,000 of the Outstanding Subordinated LP Units will convert into Common LP Units on a one-for-one basis on the second Business Day following first day after the distribution of Available Cash to Partners pursuant to Section 6.3(a) in respect of the final Quarter of the Subordination Period.
(b) Notwithstanding Section 5.7(a) above, the Subordination Period shall terminate and all Outstanding Subordinated Units shall convert into Common Units on a one-for-one basis on the second Business Day following the distribution of Available Cash to Partners pursuant to Section 6.3(a) Record Date for distributions in respect of any Quarter ending on or after December 31, 1999, in respect of which:
(i) distributions under Section 6.4 in respect of all Outstanding Common Units and Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units with respect to each of the three consecutive, non- overlapping four-Quarter period periods immediately preceding the such date of such distribution equaled equals or exceeded exceeds the sum of the Third Target Minimum Quarterly Distribution on all of the Outstanding Common Units and Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units during such period;periods; and
(ii) the Adjusted Operating Surplus generated during each of the two consecutive, non-overlapping four-Quarter period periods immediately preceding the such date of such distribution equaled equals or exceeded exceeds the sum of the Third Target Minimum Quarterly Distribution on all of the Outstanding Common Units, Subordinated Units and any other Units that are senior or equal in right of distribution to the Subordinated Units that were Outstanding during such period on a Fully Diluted BasisUnits, plus the related distribution on the General Partner Units Interest in the Partnership, during such periodperiods; and
(iii) the Cumulative Common Unit Arrearage on all of the Common Units is zero.
(c; provided, however, that notwithstanding anything else herein contained the total number of Outstanding Subordinated GP Units that may be converted pursuant to this Section 5.8(a) Notwithstanding any other provision shall be reduced by a number equal to one quarter of this Agreement, all the Subordinated Units will automatically convert into Common Units on a one-for-one basis as set forth inGP Units, and if any, redeemed by the Partnership pursuant to Section 5.2(a)(ii); and provided, further, that notwithstanding anything else herein contained the terms of, total number of Outstanding Subordinated LP Units that may be converted pursuant to this Section 11.4.
(d5.8(a) A Subordinated Unit that has converted into a Common Unit shall be subject reduced by a number equal to one quarter of the provisions of Subordinated LP Units, if any, redeemed by the Partnership pursuant to Section 6.7(b5.2(a)(ii).
Appears in 1 contract
Samples: Agreement of Limited Partnership (Genesis Energy Lp)
Conversion of Subordinated Units. (a) All A total of 2,333,000 of the Outstanding Subordinated Units shall will convert into Common Units on a one-for-one basis on the second Business Day following the distribution of Available Cash to Partners pursuant to Section 6.3(a) in respect of the final Quarter of the Subordination Period.
(b) Notwithstanding Section 5.7(a) above, the Subordination Period shall terminate and all Outstanding Subordinated Units shall convert into Common Units on a one-for-one basis on the second Business Day following immediately after the distribution of Available Cash to Partners pursuant to Section 6.3(a) in respect of any Quarter ending on or after December 31, 2005, in respect of which:
(i) distributions under Section 6.4 in respect of all Outstanding Common Units and Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units with respect to each of the three consecutive, non-overlapping four-Quarter period periods immediately preceding the such date of such distribution equaled or exceeded the sum of the Third Target Minimum Quarterly Distribution on all of the Outstanding Common Units and Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units during such periodperiods;
(ii) the Adjusted Operating Surplus generated during each of the three consecutive, non-overlapping four-Quarter period periods immediately preceding the such date of such distribution equaled or exceeded the sum of the Third Target Minimum Quarterly Distribution on all of the Common Units, Subordinated Units and any other Units that are senior or equal in right of distribution to the Subordinated Units that were Outstanding during such period periods on a Fully Diluted Basis, plus the related distribution on the General Partner Units Interest in the Partnership, during such periodperiods; and
(iii) the Cumulative Common Unit Arrearage on all of the Common Units is zero.
(b) An additional 2,333,000 of the Outstanding Subordinated Units will convert into Common Units on a one-for-one basis immediately after the distribution of Available Cash to Partners pursuant to Section 6.3(a) in respect of any Quarter ending on or after December 31, 2006, in respect of which:
(i) distributions under Section 6.4 in respect of all Outstanding Common Units and Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units with respect to each of the three consecutive, non-overlapping four-Quarter periods immediately preceding such date equaled or exceeded the sum of the Minimum Quarterly Distribution on all of the Outstanding Common Units and Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units during such periods;
(ii) the Adjusted Operating Surplus generated during each of the three consecutive, non-overlapping four-Quarter periods immediately preceding such date equaled or exceeded the sum of the Minimum Quarterly Distribution on all of the Common Units, Subordinated Units and any other Units that are senior or equal in right of distribution to the Subordinated Units that were Outstanding during such periods on a Fully Diluted Basis, plus the related distribution on the General Partner Interest during such periods; and
(iii) the Cumulative Common Unit Arrearage on all of the Common Units is zero; provided, however, that the conversion of Subordinated Units pursuant to this Section 5.8(b) may not occur until at least one year following the conversion of Subordinated Units pursuant to Section 5.8(a).
(c) In the event that less than all of the Outstanding Subordinated Units shall convert into Common Units pursuant to Sections 5.8(a) or (b) at a time when there shall be more than one holder of Subordinated Units, then, unless all of the holders of Subordinated Units shall agree to a different allocation, the Subordinated Units that are to be converted into Common Units shall be allocated among the holders of Subordinated Units pro rata based on the number of Subordinated Units held by each such holder.
(d) Any Subordinated Units that are not converted into Common Units pursuant to Section 5.8(a) or (b) shall convert into Common Units on a one-for-one basis immediately after the distribution of Available Cash to Partners pursuant to Section 6.3(a) in respect of the final Quarter of the Subordination Period.
(e) Notwithstanding any other provision of this Agreement, all the then Outstanding Subordinated Units will automatically convert into Common Units on a one-for-one basis as set forth in, and pursuant to the terms of, Section 11.4.
(df) A Subordinated Unit that has converted into a Common Unit shall be subject to the provisions of Section 6.7(b).
Appears in 1 contract
Conversion of Subordinated Units. (a) All of the Subordinated Units shall convert into Common Units on a one-for-one basis on the second Business Day following the distribution of Available Cash to Partners pursuant to Section 6.3(a) in respect of the final Quarter of the Subordination Period.
(b) Notwithstanding Section 5.7(a) above, the Subordination Period shall terminate and all Outstanding Subordinated Units shall will convert into Common Units on a one-for-one basis on the second Business Day following the distribution of Available Cash to Partners pursuant to Section 6.3(a) in respect of any Quarter ending on or after December 31, 2006, in respect of which:
(i) distributions of Available Cash from Operating Surplus under Section 6.4 in respect 6.4(a) on each of all the Outstanding Common Units and Units, Subordinated Units, General Partner Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units with respect to the four-Quarter period immediately preceding the such date of such distribution equaled or exceeded the sum of the Third Target Distribution on all of the Outstanding Common Units and Units, Subordinated Units, General Partner Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units during such period;
(ii) the Adjusted Operating Surplus generated during for the four-Quarter period immediately preceding the such date of such distribution equaled or exceeded the sum of the Third Target Distribution on all of the Common Units, Subordinated Units, General Partner Units and any other Units that are senior or equal in right of distribution to the Subordinated Units that were Outstanding during such period on a Fully Diluted Basis, plus the related distribution on the General Partner Units during Basis with respect to such period; and
(iii) the there are no Cumulative Common Unit Arrearage Arrearages.
(b) If the Subordinated Units are not converted into Common Units pursuant to Section 5.7(a), the Subordinated Units shall convert into Common Units on all a one-for-one basis upon the expiration of the Common Units is zeroSubordination Period.
(c) Notwithstanding any other provision of this Agreement, all the Subordinated Units will automatically convert into Common Units on a one-for-one basis as set forth in, and pursuant to the terms of, Section 11.4.
(d) A Subordinated Unit that has converted into a Common Unit shall be subject to the provisions of Section 6.7(b)6.7.
Appears in 1 contract
Samples: Limited Partnership Agreement (Boardwalk Pipeline Partners, LP)
Conversion of Subordinated Units. (a) All of the Subordinated Units shall convert into Common Units on a one-for-one basis on the second Business Day following the distribution of Available Cash to Partners pursuant to Section 6.3(a) in respect of the final Quarter of the Subordination Period.
(b) Notwithstanding Section 5.7(a) above, the Subordination Period shall terminate and all Outstanding Subordinated Units shall convert into Common Units on a one-for-one basis on the second Business Day following the distribution of Available Cash to Partners pursuant to Section 6.3(a) in respect of any Quarter ending on or after March 31, 2008 in respect of which:
(i) distributions of Available Cash from Operating Surplus under Section 6.4 in respect of all Outstanding Common Units. Subordinated Units and Subordinated General Partner Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units with respect to the four-Quarter period immediately preceding the such date of such distribution equaled or exceeded the sum of the Third Target Distribution on all of the Outstanding Common Units, Subordinated Units and Subordinated General Partner Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units during such period;
(ii) the Adjusted Operating Surplus generated during the four-Quarter period immediately preceding the such date of such distribution equaled or exceeded the sum of the Third Target Distribution on all of the Common Units, Subordinated Units and General Partner Units and any other Units that are senior or equal in right of distribution to the Subordinated Units that were Outstanding during such period on a Fully Diluted Basis, plus the related distribution on the General Partner Units during such period; and
(iii) the there are no Cumulative Common Unit Arrearage on all of the Common Units is zeroArrearages.
(c) Notwithstanding any other provision of this Agreement, all the then Outstanding Subordinated Units will automatically convert into Common Units on a one-for-one basis as set forth in, and pursuant to the terms of, Section 11.4.
(d) A Subordinated Unit that has converted into a Common Unit shall be subject to the provisions of Section 6.7(b) and Section 6.7(c).
Appears in 1 contract
Samples: Limited Partnership Agreement (Targa Resources Partners LP)
Conversion of Subordinated Units. (a) All of the Subordinated Units shall convert into Common Units on a one-for-one basis on the second Business Day following the distribution of Available Cash to Partners pursuant to Section 6.3(a) in respect of the final Quarter of the Subordination Period.
(b) Notwithstanding Section 5.7(a) above, the The Subordination Period shall will terminate and all of the Outstanding Subordinated Units shall convert into Common Units on a one-for-one basis on the second first Business Day following the distribution of Available Cash to Partners pursuant to Section 6.3(a) in respect of any Quarter beginning after the third anniversary of the IPO Closing Date in respect of which:
(i) distributions under Section 6.4 of Available Cash from Operating Surplus on all of the Outstanding Common Units, Subordinated Units, any Outstanding Units that are senior or equal in right of distribution to the Subordinated Units and the General Partner Units with respect to each of the three consecutive, non-overlapping four-Quarter periods immediately preceding such date equaled or exceeded the sum of the Minimum Quarterly Distribution on all Outstanding Common Units and Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units with respect to and the four-Quarter period immediately preceding the date of such distribution equaled or exceeded the sum of the Third Target Distribution on all of the Outstanding Common Units and Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated General Partner Units during such periodperiods;
(ii) the Adjusted Operating Surplus generated during for each of the three consecutive, non-overlapping four-Quarter period periods immediately preceding the such date of such distribution equaled or exceeded the sum of the Third Target Minimum Quarterly Distribution on all of the Common Units, Subordinated Units and any other Units that are senior or equal in right of distribution to the Subordinated Units and General Partner Units that were Outstanding during such period periods on a Fully Diluted Basis, plus the related distribution on the General Partner Units during such period; and
(iii) the there are no Cumulative Common Unit Arrearage Arrearages.
(b) Notwithstanding Section 5.7(a), the Subordination Period shall terminate and all Outstanding Subordinated Units shall convert into Common Units on a one-for-one basis on the first Business Day of any Quarter following the distribution of Available Cash to Partners pursuant to Section 6.3(a) after the first anniversary of the IPO Closing Date in respect of which:
(i) distributions of Available Cash from Operating Surplus under Section 6.4(b) on all of the Outstanding Common Units, Subordinated Units, any other Outstanding Units is zerothat are senior or equal in right of distribution to the Subordinated Units and the General Partner Units with respect to each of the four consecutive non-overlapping Quarters immediately preceding such date equaled or exceeded 150% of the sum of the Minimum Quarterly Distribution on all of the Outstanding Common Units, Subordinated Units, any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units and General Partner Units during such periods;
(ii) the Adjusted Operating Surplus generated during each of the four consecutive non-overlapping Quarters immediately preceding such date equaled or exceeded 150% of the sum of the Minimum Quarterly Distribution on all of the Outstanding Common Units, Subordinated Units, any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units and the General Partner Units that were Outstanding during such periods on a Fully Diluted Basis; and
(iii) there are no Cumulative Common Unit Arrearages.
(c) Notwithstanding any other provision of this Agreement, all the then-Outstanding Subordinated Units will automatically convert into Common Units on a one-for-one basis as set forth in, and pursuant to the terms of, Section 11.4.
(d) A Subordinated Unit that has converted into a Common Unit shall be subject to the provisions of Section 6.7(b) and Section 6.7(c).
Appears in 1 contract
Samples: Limited Partnership Agreement (American Midstream Partners, LP)
Conversion of Subordinated Units. (a) All of the The Outstanding Subordinated Units shall convert into Common Units on a one-for-one basis on the second first Business Day following the distribution of Available Cash to Partners pursuant to Section 6.3(a) in respect of the final Quarter of the Subordination Period.
(b) Notwithstanding Section 5.7(a) above), the Subordination Period shall terminate and all Outstanding Subordinated Units shall convert into Common Units on a one-for-one basis on the second first Business Day following the distribution of Available Cash to Partners pursuant to Section 6.3(a) in respect of any Quarter ending on or after December 31, 2008 in respect of which:
(i) distributions of Available Cash from Operating Surplus under Section 6.4 in respect 6.4(a) on all of all the Outstanding Common Units and Units, Subordinated Units, General Partner Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units with respect to the four-Quarter period immediately preceding the such date of such distribution equaled or exceeded the sum of the Third Target Distribution on all of the Outstanding Common Units and Units, Subordinated Units, General Partner Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units during such four-Quarter period;
(ii) the Adjusted Operating Surplus generated during for the four-Quarter period immediately preceding the such date of such distribution equaled or exceeded the sum of the Third Target Distribution on all of the Outstanding Common Units, Subordinated Units, General Partner Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units that were Outstanding during such four-Quarter period on a Fully Diluted Basis, plus the related distribution on the General Partner Units during such period; and
(iii) the there are no Cumulative Common Unit Arrearage on all of the Common Units is zeroArrearages.
(c) Notwithstanding any other provision of this Agreement, all the then Outstanding Subordinated Units will automatically convert into Common Units on a one-for-one basis as set forth in, and pursuant to the terms of, Section 11.4.
(d) A Subordinated Unit that has converted into a Common Unit shall be subject to the provisions of Section 6.7(b) and Section 6.7(c).
Appears in 1 contract
Samples: Limited Partnership Agreement (Williams Pipeline Partners L.P.)
Conversion of Subordinated Units. (a) All A total of 2,616,250 of the Outstanding Subordinated Units shall will convert into Common Units on a one-for-one basis on the second Business Day following the distribution of Available Cash to Partners pursuant to Section 6.3(a) in respect of the final Quarter of the Subordination Period.
(b) Notwithstanding Section 5.7(a) above, the Subordination Period shall terminate and all Outstanding Subordinated Units shall convert into Common Units on a one-for-one basis on the second Business Day following immediately after the distribution of Available Cash to Partners pursuant to Section 6.3(a) in respect of any Quarter ending on or after June 30, 2005, in respect of which:
(i) distributions under Section 6.4 in respect of all Outstanding Common Units and Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units with respect to each of the three consecutive, non-overlapping four-Quarter period periods immediately preceding the such date of such distribution equaled or exceeded the sum of the Third Target Minimum Quarterly Distribution on all of the Outstanding Common Units and Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units during such periodperiods;
(ii) the Adjusted Operating Surplus generated during each of the three consecutive, non-overlapping four-Quarter period periods immediately preceding the such date of such distribution equaled or exceeded the sum of the Third Target Minimum Quarterly Distribution on all of the Common Units, Subordinated Units and any other Units that are senior or equal in right of distribution to the Subordinated Units that were Outstanding during such period periods on a Fully Diluted Basis, plus the related distribution on the General Partner Units Interest in the Partnership, during such periodperiods; and
(iii) the Cumulative Common Unit Arrearage on all of the Common Units is zero.
(b) An additional 2,616,250 of the Outstanding Subordinated Units will convert into Common Units on a one-for-one basis immediately after the distribution of Available Cash to Partners pursuant to Section 6.3(a) in respect of any Quarter ending on or after June 30, 2006, in respect of which:
(i) distributions under Section 6.4 in respect of all Outstanding Common Units and Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units with respect to each of the three consecutive, non-overlapping four-Quarter periods immediately preceding such date equaled or exceeded the sum of the Minimum Quarterly Distribution on all of the Outstanding Common Units and Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units during such periods;
(ii) the Adjusted Operating Surplus generated during each of the three consecutive, non-overlapping four-Quarter periods immediately preceding such date equaled or exceeded the sum of the Minimum Quarterly Distribution on all of the Common Units, Subordinated Units and any other Units that are senior or equal in right of distribution to the Subordinated Units that were Outstanding during such periods on a Fully Diluted Basis, plus the related distribution on the General Partner Interest during such periods; and
(iii) the Cumulative Common Unit Arrearage on all of the Common Units is zero; provided, however, that the conversion of Subordinated Units pursuant to this Section 5.8(b) may not occur until at least one year following the conversion of Subordinated Units pursuant to Section 5.8(a).
(c) In the event that less than all of the Outstanding Subordinated Units shall convert into Common Units pursuant to Section 5.8(a) or 5.8(b) at a time when there shall be more than one holder of Subordinated Units, then, unless all of the holders of Subordinated Units shall agree to a different allocation, the Subordinated Units that are to be converted into Common Units shall be allocated among the holders of Subordinated Units pro rata based on the number of Subordinated Units held by each such holder.
(d) Any Subordinated Units that are not converted into Common Units pursuant to Section 5.8(a) and (b) shall convert into Common Units on a one-for-one basis immediately after the distribution of Available Cash to Partners pursuant to Section 6.3(a) in respect of the final Quarter of the Subordination Period.
(e) Notwithstanding any other provision of this Agreement, all the then Outstanding Subordinated Units will automatically convert into Common Units on a one-for-one basis as set forth in, and pursuant to the terms of, Section 11.4.
(df) A Subordinated Unit that has converted into a Common Unit shall be subject to the provisions of Section 6.7(b).
Appears in 1 contract
Samples: Limited Partnership Agreement (Pacific Energy Partners Lp)
Conversion of Subordinated Units. (a) All The Subordination Period will terminate and all of the Outstanding Subordinated Units shall convert into Common Units on a one-for-one basis on the second first Business Day following the distribution of any Quarter beginning after December 31, 2010 in respect of which:
(i) distributions of Available Cash from Operating Surplus on all of (I) the Outstanding Common Units and Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to Partners pursuant the Subordinated Units, and (II) the General Partner Units, with respect to Section 6.3(a) in respect each of the final three consecutive, non-overlapping four-Quarter periods immediately preceding such date equaled or exceeded the sum of the Subordination PeriodMinimum Quarterly Distribution on all Outstanding Common Units and Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units during such periods;
(ii) the Adjusted Operating Surplus generated during each of the three consecutive, non-overlapping four-Quarter periods immediately preceding such date equaled or exceeded the sum of the Minimum Quarterly Distribution on all of (I) the Common Units and Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units and (II) the General Partner Units, that were Outstanding during such periods on a Fully Diluted Basis; and
(iii) there are no Cumulative Common Unit Arrearages.
(b) Notwithstanding Section 5.7(a) above), the Subordination Period shall terminate and all Outstanding Subordinated Units shall convert into Common Units on a one-for-one basis on the second first Business Day of any Quarter following the distribution of Available Cash to Partners pursuant to Section 6.3(a) in respect of any Quarter ending on or after December 31, 2008 in respect of which:
(i) distributions of Available Cash from Operating Surplus under Section 6.4 in respect of all Outstanding Common Units and Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units with respect to the four-Quarter period immediately preceding the date of such distribution equaled or exceeded the sum of the Third Target Distribution 6.4(a) on all of (I) the Outstanding Common Units and Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units during such period;
and (iiII) the Adjusted Operating Surplus generated during General Partner Units, with respect to each of the fourfour consecutive non-Quarter period overlapping Quarters immediately preceding the such date of such distribution equaled or exceeded 150% of the sum of the Third Target Minimum Quarterly Distribution on all of the Outstanding Common Units, Units and Subordinated Units and any other Outstanding Units and General Partner Units that are senior or equal in right of distribution to the Subordinated Units during such periods;
(ii) the Adjusted Operating Surplus generated during each of the four consecutive non-overlapping Quarters immediately preceding such date equaled or exceeded 150% of the sum of the Minimum Quarterly Distribution on all of (I) the Common Units and Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units and (II) the General Partner Units, that were Outstanding during such period periods on a Fully Diluted Basis, plus the related distribution on the General Partner Units during such period; and
(iii) the there are no Cumulative Common Unit Arrearage on all of the Common Units is zeroArrearages.
(c) Notwithstanding any other provision of this Agreement, all the then Outstanding Subordinated Units will automatically convert into Common Units on a one-for-one basis as set forth in, and pursuant to the terms of, Section 11.4.
(d) A Subordinated Unit that has converted into a Common Unit shall be subject to the provisions of Section 6.7(b) and Section 6.7(c).
Appears in 1 contract
Samples: Limited Partnership Agreement (El Paso Pipeline Partners, L.P.)
Conversion of Subordinated Units. (a) All of the Outstanding Subordinated Units shall will convert into Common Units on a one-for-one basis on the second Business Day following first day after the Record Date for distribution of Available Cash to Partners pursuant to Section 6.3(a) in respect of the final Quarter of the Subordination Period.
(b) Notwithstanding Section 5.7(a) above, the Subordination Period shall terminate and all Outstanding Subordinated Units shall convert into Common Units on a one-for-one basis on the second Business Day following the distribution of Available Cash to Partners pursuant to Section 6.3(a) in respect of any Quarter ending on or after December 31, 2004, in respect of which:
(i) distributions under Section 6.4 in respect of all Outstanding Common Units and Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units with respect to each of the four-twelve consecutive Quarter period periods immediately preceding the such date of such distribution equaled or exceeded the sum of the Third Target Minimum Quarterly Distribution on all of the Outstanding Common Units and Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units during such periodperiods;
(ii) the Adjusted Operating Surplus generated during each of the four-twelve consecutive Quarter period periods immediately preceding the such date of such distribution equaled or exceeded the sum of the Third Target Minimum Quarterly Distribution on all of the Common Units, Subordinated Units and any other Units that are senior or equal in right of distribution to the Subordinated Units that were Outstanding during such period periods on a Fully Diluted Basisfully-diluted basis (i.e. taking into account for purposes of such determination all Outstanding Common Units, all Outstanding Subordinated Units, all Common Units and Subordinated Units issuable upon exercise of employee options that have, as of the date of determination, already vested or are scheduled to vest prior to the end of the Quarter immediately following the Quarter with respect to which such determination is made, and all Common Units and Subordinated Units that have, as of the date of determination, been earned by but not yet issued to management of the Partnership in respect of incentive compensation), plus the related distribution on the General Partner Units Interest in the Partnership and the Operating Partnership, during such periodperiods; and
(iii) the Cumulative Common Unit Arrearage on all of the Common Units is zero.
(cb) Notwithstanding any other provision of this Agreement, all the then Outstanding Subordinated Units will automatically convert into Common Units on a one-for-one basis as set forth in, and pursuant to the terms of, Section 11.4.
(dc) A Subordinated Unit that has converted into a Common Unit shall be subject to the provisions of Section 6.7(b).
(d) For purposes of determining whether the test in Section 5.8(a)(ii) has been satisfied, Adjusted Operating Surplus will be adjusted upwards or downwards if the Conflicts Committee determines in good faith that the amount of Estimated Maintenance Capital Expenditure used in the determination of Adjusted Operating Surplus in Section 5.8(a)(ii) was materially incorrect, based on circumstances prevailing at the time of original determination of Estimated Maintenance Capital Expenditures, for any one or more of the preceding twelve consecutive Quarter periods.
Appears in 1 contract
Samples: Limited Partnership Agreement (Atlas Pipeline Partners Lp)
Conversion of Subordinated Units. (a) All of the Outstanding Subordinated Units shall will convert into Common Units on a one-for-one basis on the second Business Day first day following the distribution of Available Cash to Partners pursuant to Section 6.3(a) in respect of the final Quarter of the Subordination Period.
(b) Notwithstanding Section 5.7(a) above, the Subordination Period shall terminate and all Outstanding Subordinated Units shall convert into Common Units on a one-for-one basis on the second Business Day following the distribution of Available Cash to Partners pursuant to Section 6.3(a6.2(a) in respect of any Quarter ending on or after December 31, 2006, in respect of which:
(i) distributions of Available Cash from Operating Surplus under Section 6.4 in respect 6.3(a) on each of all the Outstanding Common Units and Units, Subordinated Units, General Partner Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units with respect to equaled or exceeded the Third Target Distribution during the four-Quarter period immediately preceding the date of such distribution equaled or exceeded the sum of the Third Target Distribution on all of the Outstanding Common Units and Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units during such perioddate;
(ii) the Adjusted Operating Surplus generated during for the four-Quarter period immediately preceding the such date of such distribution equaled or exceeded the sum of the Third Target Distribution on all of the Common Units, Subordinated Units, General Partner Units and any other Units that are senior or equal in right of distribution to the Subordinated Units that were Outstanding during such period on a Fully Diluted Basis, plus the related distribution on the General Partner Units during Basis with respect to such period; and
(iii) the there are no Cumulative Common Unit Arrearage Arrearages.
(b) If the Subordinated Units are not converted into Common Units pursuant to Sections 5.7(a), the Subordinated Units shall convert into Common Units on all a one-for-one basis upon the expiration of the Common Units is zeroSubordination Period.
(c) Notwithstanding any other provision of this Agreement, all the Subordinated Units will automatically convert into Common Units on a one-for-one basis as set forth in, and pursuant to the terms of, Section 11.4.
(d) A Subordinated Unit that has converted into a Common Unit shall be subject to the provisions of Section 6.7(b6.6(b).
Appears in 1 contract
Samples: Limited Partnership Agreement (Teekay Offshore Partners L.P.)
Conversion of Subordinated Units. (a) All of the Outstanding Subordinated Units shall will convert into Common Units on a one-for-one basis on the second Business Day first day following the distribution of Available Cash to Partners pursuant to Section 6.3(a) in respect of the final Quarter of the Subordination Period.
(b) Notwithstanding Section 5.7(a) above, the Subordination Period shall terminate and all Outstanding Subordinated Units shall convert into Common Units on a one-for-one basis on the second Business Day following the distribution of Available Cash to Partners pursuant to Section 6.3(a6.1(a) in respect of any Quarter ending on or after June 30, 2007, in respect of which:
(i) distributions of Available Cash from Operating Surplus under Section 6.4 in respect 6.2(a) on each of all the Outstanding Common Units and Units, Subordinated Units, General Partner Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units with respect to equaled or exceeded $2.25 during the four-Quarter period immediately preceding the date of such distribution equaled or exceeded the sum of the Third Target Distribution on all of the Outstanding Common Units and Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units during such perioddate;
(ii) the Adjusted Operating Surplus generated during for the four-Quarter period immediately preceding the such date of such distribution equaled or exceeded the sum of the Third Target Distribution $2.25 on all of the Common Units, Subordinated Units, General Partner Units and any other Units that are senior or equal in right of distribution to the Subordinated Units that were Outstanding during such period on a Fully Diluted Basis, plus the related distribution on the General Partner Units during Basis with respect to such period; and
(iii) the there are no Cumulative Common Unit Arrearage Arrearages.
(b) If the Subordinated Units are not converted into Common Units pursuant to Section 5.7(a), the Subordinated Units shall convert into Common Units on all a one-for-one basis upon the expiration of the Common Units is zeroSubordination Period.
(c) Notwithstanding any other provision of this Agreement, all the Subordinated Units will automatically convert into Common Units on a one-for-one basis as set forth in, and pursuant to the terms of, Section 11.4.
(d) A Subordinated Unit that has converted into a Common Unit shall be subject to the provisions of Section 6.7(b6.5(b).
Appears in 1 contract
Samples: Limited Partnership Agreement (Capital Product Partners L.P.)
Conversion of Subordinated Units. (a) All A total of 600,000 of the Outstanding Subordinated Units shall will convert into Common Units on a one-for-one basis on the second Business Day following the distribution of Available Cash to Partners pursuant to Section 6.3(a) in respect of the final Quarter of the Subordination Period.
(b) Notwithstanding Section 5.7(a) above, the Subordination Period shall terminate and all Outstanding Subordinated Units shall convert into Common Units on a one-for-one basis on the second Business Day following immediately after the distribution of Available Cash to Partners pursuant to Section 6.3(a) in respect of any Quarter ending on or after June 30, 2005, in respect of which:
(i) distributions under Section 6.4 in respect of all Outstanding Common Units and Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units with respect to each of the three consecutive, non-overlapping four-Quarter period periods immediately preceding such date equaled or exceeded the sum of the Minimum Quarterly Distribution on all of the Outstanding Common Units and Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units during such periods;
(ii) the Adjusted Operating Surplus generated during each of the three consecutive, non-overlapping four-Quarter periods immediately preceding such date equaled or exceeded the sum of the Minimum Quarterly Distribution on all of the Common Units, Subordinated Units and any other Units that are senior or equal in right of distribution to the Subordinated Units that were Outstanding during such periods on a Fully Diluted Basis, plus the related distribution on the General Partner Interest in the Partnership, during such periods; and
(iii) the Cumulative Common Unit Arrearage on all of the Common Units is zero.
(b) An additional 600,000 of the Outstanding Subordinated Units will convert into Common Units on a one-for-one basis immediately after the distribution of Available Cash to Partners pursuant to Section 6.3(a) in respect of any Quarter ending on or after June 30, 2006, in respect of which:
(i) distributions under Section 6.4 in respect of all Outstanding Common Units and Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units with respect to each of the three consecutive, non-overlapping four-Quarter periods immediately preceding such date equaled or exceeded the sum of the Minimum Quarterly Distribution on all of the Outstanding Common Units and Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units during such periods;
(ii) the Adjusted Operating Surplus generated during each of the three consecutive, non-overlapping four-Quarter periods immediately preceding such date equaled or exceeded the sum of the Minimum Quarterly Distribution on all of the Common Units, Subordinated Units and any other Units that are senior or equal in right of distribution to the Subordinated Units that were Outstanding during such periods on a Fully Diluted Basis, plus the related distribution on the General Partner Interest during such periods; and
(iii) the Cumulative Common Unit Arrearage on all of the Common Units is zero; provided, however, that the conversion of Subordinated Units pursuant to this Section 5.8(b) may not occur until at least one year following the conversion of Subordinated Units pursuant to Section 5.8(a).
(c) An additional 600,000 of the Outstanding Subordinated Units will convert into Common Units on a one-for-one basis immediately after the distribution of Available Cash to Partners pursuant to Section 6.3(a) in respect of any Quarter ending on or after June 30, 2007, in respect of which:
(i) distributions under Section 6.4 in respect of all Outstanding Common Units and Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units with respect to each of the three consecutive, non-overlapping four-Quarter periods immediately preceding such date equaled or exceeded the sum of the Minimum Quarterly Distribution on all of the Outstanding Common Units and Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units during such periods;
(ii) the Adjusted Operating Surplus generated during each of the three consecutive, non-overlapping four-Quarter periods immediately preceding such date equaled or exceeded the sum of the Minimum Quarterly Distribution on all of the Common Units, Subordinated Units and any other Units that are senior or equal in right of distribution to the Subordinated Units that were Outstanding during such periods on a Fully Diluted Basis, plus the related distribution on the General Partner Interest during such periods; and
(iii) the Cumulative Common Unit Arrearage on all of the Common Units is zero; provided, however, that the conversion of Subordinated Units pursuant to this Section 5.8(c) may not occur until at least one year following the conversion of Subordinated Units pursuant to Section 5.8(b).
(d) An additional 600,000 of the Outstanding Subordinated Units will convert into Common Units on a one-for-one basis immediately after the distribution of Available Cash to Partners pursuant to Section 6.3(a) in respect of any Quarter ending on or after June 30, 2008, in respect of which:
(i) distributions under Section 6.4 in respect of all Outstanding Common Units and Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units with respect to each of the three consecutive, non-overlapping four-Quarter periods immediately preceding such date equaled or exceeded the sum of the Minimum Quarterly Distribution on all of the Outstanding Common Units and Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units during such periods;
(ii) the Adjusted Operating Surplus generated during each of the three consecutive, non-overlapping four-Quarter periods immediately preceding such date equaled or exceeded the sum of the Minimum Quarterly Distribution on all of the Common Units, Subordinated Units and any other Units that are senior or equal in right of distribution to the Subordinated Units that were Outstanding during such periods on a Fully Diluted Basis, plus the related distribution on the General Partner Interest during such periods; and
(iii) the Cumulative Common Unit Arrearage on all of the Common Units is zero; provided, however, that the conversion of Subordinated Units pursuant to this Section 5.8(d) may not occur until at least one year following the conversion of Subordinated Units pursuant to Section 5.8(c).
(e) An additional 600,000 of the Outstanding Subordinated Units will convert into Common Units on a one-for-one basis immediately after the distribution of Available Cash to Partners pursuant to Section 6.3(a) in respect of any Quarter ending on or after June 30, 2005, in respect of which:
(i) distributions under Section 6.4 in respect of all Outstanding Common Units and Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units with respect to each of the two consecutive, non-overlapping four-Quarter periods immediately preceding such date equaled or exceeded the sum of the Second Target Distribution on all of the Outstanding Common Units and Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units during such periods;
(ii) the Adjusted Operating Surplus generated during each of the two consecutive, non-overlapping four-Quarter periods immediately preceding such date equaled or exceeded the sum of the Second Target Distribution on all of the Common Units, Subordinated Units and any other Units that are senior or equal in right of distribution to the Subordinated Units that were Outstanding during such periods on a Fully Diluted Basis, plus the related distribution on the General Partner Interest during such periods; and
(iii) the Cumulative Common Unit Arrearage on all of the Common Units is zero;
(f) An additional 600,000 of the Outstanding Subordinated Units will convert into Common Units on a one-for-one basis immediately after the distribution of Available Cash to Partners pursuant to Section 6.3(a) in respect of any Quarter ending on or after June 30, 2005 in respect of which:
(i) distributions under Section 6.4 in respect of all Outstanding Common Units and Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units with respect to each of the two consecutive, non-overlapping four-Quarter periods immediately preceding such date equaled or exceeded the sum of the Third Target Distribution on all of the Outstanding Common Units and Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units during such periodperiods;
(ii) the Adjusted Operating Surplus generated during each of the two consecutive, non-overlapping four-Quarter period periods immediately preceding the such date of such distribution equaled or exceeded the sum of the Third Target Distribution on all of the Common Units, Subordinated Units and any other Units that are senior or equal in right of distribution to the Subordinated Units that were Outstanding during such period periods on a Fully Diluted Basis, plus the related distribution on the General Partner Units Interest during such periodperiods; and
(iii) the Cumulative Common Unit Arrearage on all of the Common Units is zero;
(g) In the event that less than all of the Outstanding Subordinated Units shall convert into Common Units pursuant to Sections 5.8(a)-(f) at a time when there shall be more than one holder of Subordinated Units, then, unless all of the holders of Subordinated Units shall agree to a different allocation, the Subordinated Units that are to be converted into Common Units shall be allocated among the holders of Subordinated Units pro rata based on the number of Subordinated Units held by each such holder.
(ch) Any Subordinated Units that are not converted into Common Units pursuant to Section 5.8(a)-(f) shall convert into Common Units on a one-for-one basis immediately after the distribution of Available Cash to Partners pursuant to Section 6.3(a) in respect of the final Quarter of the Subordination Period.
(i) Notwithstanding any other provision of this Agreement, all the then Outstanding Subordinated Units will automatically convert into Common Units on a one-for-one basis as set forth in, and pursuant to the terms of, Section 11.4.
(dj) A Subordinated Unit that has converted into a Common Unit shall be subject to the provisions of Section 6.7(b).
Appears in 1 contract
Samples: Agreement of Limited Partnership (Markwest Energy Partners L P)
Conversion of Subordinated Units. (a) All A total of 1,166,500 of the Outstanding Subordinated Units shall will convert into Common Units on a one-for-one basis on the second Business Day following the distribution of Available Cash to Partners pursuant to Section 6.3(a) in respect of the final Quarter of the Subordination Period.
(b) Notwithstanding Section 5.7(a) above, the Subordination Period shall terminate and all Outstanding Subordinated Units shall convert into Common Units on a one-for-one basis on the second Business Day following immediately after the distribution of Available Cash to Partners pursuant to Section 6.3(a) in respect of any Quarter ending on or after December 31, 2005, in respect of which:
(i) distributions under Section 6.4 in respect of all Outstanding Common Units and Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units with respect to each of the three consecutive, non-overlapping four-Quarter period periods immediately preceding the such date of such distribution equaled or exceeded the sum of the Third Target Minimum Quarterly Distribution on all of the Outstanding Common Units and Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units during such periodperiods;
(ii) the Adjusted Operating Surplus generated during each of the three consecutive, non-overlapping four-Quarter period periods immediately preceding the such date of such distribution equaled or exceeded the sum of the Third Target Minimum Quarterly Distribution on all of the Common Units, Subordinated Units and any other Units that are senior or equal in right of distribution to the Subordinated Units that were Outstanding during such period periods on a Fully Diluted Basis, plus the related distribution on the General Partner Units Interest in the Partnership, during such periodperiods; and
(iii) the Cumulative Common Unit Arrearage on all of the Common Units is zero.
(b) An additional 1,166,500 of the Outstanding Subordinated Units will convert into Common Units on a one-for-one basis immediately after the distribution of Available Cash to Partners pursuant to Section 6.3(a) in respect of any Quarter ending on or after December 31, 2006, in respect of which:
(i) distributions under Section 6.4 in respect of all Outstanding Common Units and Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units with respect to each of the three consecutive, non-overlapping four-Quarter periods immediately preceding such date equaled or exceeded the sum of the Minimum Quarterly Distribution on all of the Outstanding Common Units and Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units during such periods;
(ii) the Adjusted Operating Surplus generated during each of the three consecutive, non-overlapping four-Quarter periods immediately preceding such date equaled or exceeded the sum of the Minimum Quarterly Distribution on all of the Common Units, Subordinated Units and any other Units that are senior or equal in right of distribution to the Subordinated Units that were Outstanding during such periods on a Fully Diluted Basis, plus the related distribution on the General Partner Interest during such periods; and
(iii) the Cumulative Common Unit Arrearage on all of the Common Units is zero; provided, however, that the conversion of Subordinated Units pursuant to this Section 5.8(b) may not occur until at least one year following the conversion of Subordinated Units pursuant to Section 5.8(a).
(c) In the event that less than all of the Outstanding Subordinated Units shall convert into Common Units pursuant to Sections 5.8(a) or (b) at a time when there shall be more than one holder of Subordinated Units, then, unless all of the holders of Subordinated Units shall agree to a different allocation, the Subordinated Units that are to be converted into Common Units shall be allocated among the holders of Subordinated Units pro rata based on the number of Subordinated Units held by each such holder.
(d) Any Subordinated Units that are not converted into Common Units pursuant to Section 5.8(a) or (b) shall convert into Common Units on a one-for-one basis immediately after the distribution of Available Cash to Partners pursuant to Section 6.3(a) in respect of the final Quarter of the Subordination Period.
(e) Notwithstanding any other provision of this Agreement, all the then Outstanding Subordinated Units will automatically convert into Common Units on a one-for-one basis as set forth in, and pursuant to the terms of, Section 11.4.
(df) A Subordinated Unit that has converted into a Common Unit shall be subject to the provisions of Section 6.7(b).
Appears in 1 contract
Samples: Agreement of Limited Partnership (Crosstex Energy Lp)
Conversion of Subordinated Units. (a) All A total of 1,041,250 of the Outstanding Subordinated Units shall will convert into Common Units on a one-for-one basis on the second Business Day following the distribution of Available Cash to Partners pursuant to Section 6.3(a) in respect of the final Quarter of the Subordination Period.
(b) Notwithstanding Section 5.7(a) above, the Subordination Period shall terminate and all Outstanding Subordinated Units shall convert into Common Units on a one-for-one basis on the second Business Day following immediately after the distribution of Available Cash to Partners pursuant to Section 6.3(a) in respect of any Quarter ending on or after December 31, 2006, in respect of which:
(i) distributions under Section 6.4 in respect of all Outstanding Common Units and Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units with respect to each of the three consecutive, non-overlapping four-Quarter period periods immediately preceding the such date of such distribution equaled or exceeded the sum of the Third Target Minimum Quarterly Distribution on all of the Outstanding Common Units and Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units Units, during such periodperiods;
(ii) the Adjusted Operating Surplus generated during each of the three consecutive, non-overlapping four-Quarter period periods immediately preceding the such date of such distribution equaled or exceeded the sum of the Third Target Minimum Quarterly Distribution on all of the Common Units, Subordinated Units and any other Units that are senior or equal in right of distribution to the Subordinated Units that were Outstanding during such period periods on a Fully Diluted Basis, plus the related distribution on the General Partner Units Interest, during such periodperiods; and
(iii) the Cumulative Common Unit Arrearage on all of the Common Units is zero.
(b) An additional 1,041,250 of the Outstanding Subordinated Units will convert into Common Units on a one-for-one basis immediately after the distribution of Available Cash to Partners pursuant to Section 6.3(a) in respect of any Quarter ending on or after December 31, 2007, in respect of which:
(i) distributions under Section 6.4 in respect of all Outstanding Common Units and Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units with respect to each of the three consecutive, non-overlapping four-Quarter periods immediately preceding such date equaled or exceeded the sum of the Minimum Quarterly Distribution on all of the Outstanding Common Units and Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units during such periods;
(ii) the Adjusted Operating Surplus generated during each of the three consecutive, non-overlapping four-Quarter periods immediately preceding such date equaled or exceeded the sum of the Minimum Quarterly Distribution on all of the Common Units, Subordinated Units and any other Units that are senior or equal in right of distribution to the Subordinated Units that were Outstanding during such periods on a Fully Diluted Basis, plus the related distribution on the General Partner Interest, during such periods; and
(iii) the Cumulative Common Unit Arrearage on all of the Common Units is zero; provided, however, that the conversion of Subordinated Units pursuant to this Section 5.8(b) may not occur until at least one year following the conversion of Subordinated Units pursuant to Section 5.8(a).
(c) In the event that less than all of the Outstanding Subordinated Units shall convert into Common Units pursuant to Sections 5.8(a) or 5.8(b) at a time when there shall be more than one holder of Subordinated Units, then, unless all of the holders of Subordinated Units shall agree to a different allocation, the Subordinated Units that are to be converted into Common Units shall be allocated among the holders of Subordinated Units pro rata based on the number of Subordinated Units held by each such holder.
(d) Any Subordinated Units that are not converted into Common Units pursuant to Sections 5.8(a) or (b) shall convert into Common Units on a one-for-one basis immediately after the distribution of Available Cash to Partners pursuant to Section 6.3(a) in respect of the final Quarter of the Subordination Period.
(e) Notwithstanding any other provision of this Agreement, all the then Outstanding Subordinated Units will automatically convert into Common Units on a one-for-one basis as set forth in, and pursuant to the terms of, Section 11.4.
(df) A Subordinated Unit that has converted into a Common Unit shall be subject to the provisions of Section 6.7(b).
Appears in 1 contract
Samples: Limited Partnership Agreement (K-Sea Transportation Partners Lp)
Conversion of Subordinated Units. (a) All of the Subordinated Units shall convert into Common Units on a one-for-one basis on the second Business Day following the distribution of Available Cash to Partners pursuant to Section 6.3(a) in respect of the final Quarter of the Subordination Period.
(b) Notwithstanding Section 5.7(a) above, the Subordination Period shall terminate and all Outstanding Subordinated Units shall convert into Common Units on a one-for-one basis on the second Business Day following the distribution of Available Cash to Partners pursuant to Section 6.3(a) in respect of any Quarter ending on or after December 31, 2006, in respect of which:
(i) distributions under Section 6.4 in respect of all Outstanding Common Units and Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units with respect to the four-Quarter period immediately preceding the such date of such distribution equaled or exceeded 150% of the sum of the Third Target Minimum Quarterly Distribution on all of the Outstanding Common Units and Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units during such period;
(ii) the Adjusted Operating Surplus generated during the consecutive four-Quarter period immediately preceding the such date of such distribution equaled or exceeded 150% of the sum of the Third Target Minimum Quarterly Distribution on all of the Common Units, Subordinated Units and any other Units that are senior or equal in right of distribution to the Subordinated Units that were Outstanding during such period on a Fully Diluted Basis, plus the related distribution on the General Partner Units during such period; and
(iii) the Cumulative Common Unit Arrearage on all of the Common Units is zero.
(c) Notwithstanding any other provision of this Agreement, all the Subordinated Units will automatically convert into Common Units on a one-for-one basis as set forth in, and pursuant to the terms of, Section 11.4.
(d) A Subordinated Unit that has converted into a Common Unit shall be subject to the provisions of Section 6.7(b).
Appears in 1 contract
Samples: Limited Partnership Agreement (Regency Energy Partners LP)
Conversion of Subordinated Units. (a) All A total of 828,342 of the outstanding Senior Subordinated Units will convert into Common Units on a one-for-one basis immediately after the distribution of Available Cash to Partners pursuant to Section 6.3(a) in respect of any Quarter ending on or after June 30, 2004, in respect of which:
(i) distributions under Section 6.4 in respect of all Outstanding Common Units, Senior Subordinated Units and Junior Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Junior Subordinated Units with respect to each of the three consecutive, non-overlapping four-Quarter periods immediately preceding such date equaled or exceeded the sum of the Minimum Quarterly Distribution on all of the Outstanding Common Units, Senior Subordinated Units and Junior Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Junior Subordinated Units during such periods;
(ii) the Adjusted Operating Surplus generated during each of the three consecutive, non-overlapping four-Quarter periods immediately preceding such date equaled or exceeded the sum of the Minimum Quarterly Distribution on all of the Common Units, Senior Subordinated Units, Junior Subordinated Units and any other Units that are senior or equal in right of distribution to the Junior Subordinated Units that were Outstanding during such periods on a Fully-Diluted Basis, plus the related distribution on the General Partner Interests during such periods; and
(iii) the Cumulative Common Unit Arrearage on all of the Common Units is zero.
(b) An additional 828,342 of the Outstanding Senior Subordinated Units will convert into Common Units on a one-for-one basis immediately after the distribution of Available Cash to Partners pursuant to Section 6.3(a) in respect of any Quarter ending on or after June 30, 2005, in respect of which:
(i) distributions under Section 6.4 in respect of all Outstanding Common Units, Senior Subordinated Units and Junior Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Junior Subordinated Units with respect to each of the three consecutive, non-overlapping four-Quarter periods immediately preceding such date equaled or exceeded the sum of the Minimum Quarterly Distribution on all of the Outstanding Common Units, Senior Subordinated Units and Junior Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Junior Subordinated Units during such periods;
(ii) the Adjusted Operating Surplus generated during each of the three consecutive, non-overlapping four-Quarter periods immediately preceding such date equaled or exceeded the sum of the Minimum Quarterly Distribution on all of the Common Units, Senior Subordinated Units, Junior Subordinated Units and any other Units that are senior or equal in right of distribution to the Junior Subordinated Units that were Outstanding during such periods on a Fully Diluted Basis, plus the related distribution on the General Partner Interests during such periods; and
(iii) the Cumulative Common Unit Arrearage on all of the Common Units is zero; provided, however, that the conversion of Senior Subordinated Units pursuant to this Section 5.8(b) may not occur until at least one year following the conversion of Senior Subordinated Units pursuant to Section 5.8(a).
(c) A total of 143,136 of the outstanding Junior Subordinated Units will convert into Common Units on a one-for-one basis immediately after the distribution of Available Cash to Partners pursuant to Section 6.3(a) in respect of any Quarter ending on or after June 30, 2006, in respect of which:
(i) distributions under Section 6.4 in respect of all Outstanding Common Units, Senior Subordinated Units and Junior Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Junior Subordinated Units with respect to each of the three consecutive, non-overlapping four- Quarter periods immediately preceding such date equaled or exceeded the sum of the Minimum Quarterly Distribution on all of the Outstanding Common Units, Senior Subordinated Units and Junior Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Junior Subordinated Units during such periods;
(ii) the Adjusted Operating Surplus generated during each of the three consecutive, non-overlapping four-Quarter periods immediately preceding such date equaled or exceeded the sum of the Minimum Quarterly Distribution on all of the Common Units, Senior Subordinated Units, Junior Subordinated Units and any other Units that are senior or equal in right of distribution to the Junior Subordinated Units that were Outstanding during such periods on a Fully-Diluted Basis, plus the related distribution on the General Partner Interests during such periods; and
(iii) the Cumulative Common Unit Arrearage on all of the Common Units is zero.
(d) An additional 143,136 of the Outstanding Junior Subordinated Units will convert into Common Units on a one-for-one basis immediately after the distribution of Available Cash to Partners pursuant to Section 6.3(a) in respect of any Quarter ending on or after June 30, 2007, in respect of which:
(i) distributions under Section 6.4 in respect of all Outstanding Common Units, Senior Subordinated Units and Junior Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Junior Subordinated Units with respect to each of the three consecutive, non-overlapping four-Quarter periods immediately preceding such date equaled or exceeded the sum of the Minimum Quarterly Distribution on all of the Outstanding Common Units, Senior Subordinated Units and Junior Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Junior Subordinated Units during such periods;
(ii) the Adjusted Operating Surplus generated during each of the three consecutive, non-overlapping four-Quarter periods immediately preceding such date equaled or exceeded the sum of the Minimum Quarterly Distribution on all of the Common Units, Senior Subordinated Units, Junior Subordinated Units and any other Units that are senior or equal in right of distribution to the Junior Subordinated Units that were Outstanding during such periods on a Fully-Diluted Basis, plus the related distribution on the General Partner Interests during such periods; and
(iii) the Cumulative Common Unit Arrearage on all of the Common Units is zero; provided, however, that the conversion of Junior Subordinated Units pursuant to this Section 5.8(d) may not occur until at least one year following the conversion of Junior Subordinated Units pursuant to Section 5.8(c).
(e) In the event that less than all of the Outstanding Senior Subordinated Units shall convert into Common Units pursuant to Section 5.8(a) or 5.8(b) at a time when there shall be more than one holder of Senior Subordinated Units, then, unless all of the holders of Senior Subordinated Units shall agree to a different allocation, the Senior Subordinated Units that are to be converted into Common Units shall be allocated among the holders of Senior Subordinated Units pro rata based on the number of Senior Subordinated Units held by each such holder.
(f) In the event that less than all of the Outstanding Junior Subordinated Units shall convert into Common Units pursuant to Section 5.8(c) or 5.8(d) at a time when there shall be more than one holder of Junior Subordinated Units, then, unless all of the holders of Junior Subordinated Units shall agree to a different allocation, the Junior Subordinated Units that are to be converted into Common Units shall be allocated among the holders of Junior Subordinated Units pro rata based on the number of Junior Subordinated Units held by each such holder.
(g) Any Subordinated Units that are not converted into Common Units pursuant to Sections 5.8(a), 5.8(b), 5.8(c) and 5.8(d) shall convert into Common Units on a one-for-one basis on the second Business Day following immediately after the distribution of Available Cash to Partners pursuant to Section 6.3(a) in respect of the final Quarter of the Subordination Period.
(bh) Notwithstanding Section 5.7(a) aboveany other provision of this Agreement, the Subordination Period shall terminate and all Outstanding Junior Subordinated Units shall will convert into Common Units on a one-one- for-one basis on the second Business Day following immediately after the distribution of Available Cash to Partners pursuant to Section 6.3(a) in respect of any Quarter ending on or after June 30, 2006, in respect of which:
(i) distributions under Section 6.4 in respect of all Outstanding Common Units, Senior Subordinated Units and Junior Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Junior Subordinated Units with respect to each of the three consecutive, non-overlapping four-Quarter period periods immediately preceding the prior to such date of such distribution have equaled or exceeded the sum of the Third Target Distribution on all of the Outstanding Common Units and Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units during such period;
(ii) the Adjusted Operating Surplus generated during the four-Quarter period immediately preceding the date of such distribution equaled or exceeded the sum of the Third Target Distribution on all of the Common Units, Subordinated Units and any other Units that are senior or equal in right of distribution to the Subordinated Units that were Outstanding during such period on a Fully Diluted Basis, plus the related distribution on the General Partner Units during such period; and
(iii) the Cumulative Common Unit Arrearage on all of the Common Units is zero.
(c) Notwithstanding any other provision of this Agreement, all the Subordinated Units will automatically convert into Common Units on a one-for-one basis as set forth in, and pursuant to the terms of, Section 11.4.
(d) A Subordinated Unit that has converted into a Common Unit shall be subject to the provisions of Section 6.7(b).$2.80 per Unit,
Appears in 1 contract
Conversion of Subordinated Units. (a) All of the Subordinated Units shall convert into Common Units on a one-for-one basis on the second Business Day following the distribution of Available Cash to Partners pursuant to Section 6.3(a) in respect of the final Quarter of the Subordination Period.
(b) Notwithstanding Section 5.7(a) above, the Subordination Period shall terminate and all then Outstanding Subordinated Units shall convert into Common Units on a one-for-one basis on the second first to occur of the following dates:
(i) the first Business Day following the distribution of Available Cash to Partners pursuant to Section 6.3(a6.4(a) in respect of any Quarter beginning with the Quarter ending June 30, 2016 in respect of which:
which (iA) (1) distributions under Section 6.4 in respect of all Available Cash from Operating Surplus on each of the Outstanding Common Units, Subordinated Units and Subordinated General Partner Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units Units, in each case with respect to each of the three consecutive, non-overlapping four-Quarter period periods immediately preceding the such date of such distribution equaled or exceeded the sum of the Third Target Minimum Quarterly Distribution on all of the Outstanding Common Units, Subordinated Units and Subordinated General Partner Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units during Units, in each case in respect of such period;
periods and (ii2) the Adjusted Operating Surplus generated during for each of the three consecutive, non-overlapping four-Quarter period periods immediately preceding the such date of such distribution equaled or exceeded the sum of the Third Target Minimum Quarterly Distribution on all of the Common Units, Subordinated Units and General Partner Units and any other Units that are senior or equal in right of distribution to the Subordinated Units Units, in each case that were Outstanding during such period periods on a Fully Diluted Weighted Average Basis, plus and (B) there are no Cumulative Common Unit Arrearages.
(ii) the related first Business Day following the distribution of Available Cash to Partners pursuant to Section 6.4(a) in respect of any Quarter beginning with the Quarter ending June 30, 2014 in respect of which (A) (1) distributions of Available Cash from Operating Surplus on each of the Outstanding Common Units, Subordinated Units and General Partner Units during and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units, in each case with respect to the four-Quarter period immediately preceding such period; and
(iii) date equaled or exceeded 150% of the Cumulative Common Unit Arrearage Minimum Quarterly Distribution on all of the Outstanding Common Units, Subordinated Units is zero.
(c) Notwithstanding and General Partner Units and any other provision Outstanding Units that are senior or equal in right of this Agreement, all distribution to the Subordinated Units will automatically convert into Common Units on a one-for-one basis as set forth inUnits, and pursuant to the terms ofin each case in respect of such period, Section 11.4.
(d) A Subordinated Unit that has converted into a Common Unit shall be subject to the provisions of Section 6.7(b).and
Appears in 1 contract
Samples: Limited Partnership Agreement
Conversion of Subordinated Units. (a) All of the Subordinated Units shall convert into Common Units on a one-for-one basis on the second Business Day following the distribution of Available Cash to Partners pursuant to Section 6.3(a) in respect of the final Quarter of the Subordination Period.
(b) Notwithstanding Section 5.7(a) above, the Subordination Period shall terminate and all Outstanding Subordinated Units shall will convert into Common Units on a one-for-one basis on the second Business Day following the distribution of Available Cash to Partners pursuant to Section 6.3(a) in respect of any Quarter ending on or after December 31, 2006, in respect of which:
(i) distributions of Available Cash from Operating Surplus under Section 6.4 in respect on each of all the Outstanding Common Units and Units, Class B Units, Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units with respect to the four-Quarter period immediately preceding the such date of such distribution equaled or exceeded the sum of the Third Target Distribution (treating the Class B Unit Quarterly Distribution as the Third Target Distribution with respect to the Class B Units for this purpose) on all of the Outstanding Common Units and Units, Class B Units, Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units during such period;
(ii) the Adjusted Operating Surplus generated during for the four-Quarter period immediately preceding the such date of such distribution equaled or exceeded the sum of the Third Target Distribution (treating the Class B Unit Quarterly Distribution as the Third Target Distribution with respect to the Class B Units for this purpose) on all of the Common Units, Class B Units, Subordinated Units and any other Units that are senior or equal in right of distribution to the Subordinated Units that were Outstanding during such period on a Fully Diluted Basis, plus the related distribution on the General Partner Units during such period; and
(iii) the there are no Cumulative Common Unit Arrearage Arrearages.
(b) If the Subordinated Units are not converted into Common Units pursuant to Section 5.7(a), the Subordinated Units shall convert into Common Units on all a one-for-one basis upon the expiration of the Common Units is zeroSubordination Period.
(c) Notwithstanding any other provision of this Agreement, all the Subordinated Units will automatically convert into Common Units on a one-for-one basis as set forth in, and pursuant to the terms of, Section 11.4.
(d) A Subordinated Unit that has converted into a Common Unit shall be subject to the provisions of Section 6.7(b)6.7.
Appears in 1 contract
Samples: Limited Partnership Agreement (Boardwalk Pipeline Partners, LP)
