Common use of Conversion of Subordinated Units Clause in Contracts

Conversion of Subordinated Units. (a) If the Subordination Period expires in accordance with the provisions of Section 5.6(b), the Subordinated Units shall convert into such number of Common Units as is prescribed by Section 5.6(b) upon such expiration of the Subordination Period. If the Subordination Period expires in accordance with any provisions of this Agreement other than Section 5.6(b), then the Subordinated Units shall convert into Common Units on a one-for-one basis upon such expiration of the Subordination Period. (b) At any time on or after August 30, 2019, provided that there are no Cumulative Common Unit Arrearages in respect of the Quarter immediately preceding such date and upon the election of the Board of Directors in its sole discretion, the outstanding Subordinated Units shall be converted into a number of Common Units to be determined by multiplying the number of outstanding Subordinated Units by a fraction, (i) the numerator of which is equal to the aggregate amount of distributions from Operating Surplus (not to exceed Adjusted Operating Surplus) on the outstanding Subordinated Units (“Historical Distributions”) for the four fiscal Quarters immediately preceding the date of conversion (the “Measurement Period”) and (ii) the denominator of which is equal to the aggregate amount of distributions that would have been required during the Measurement Period to pay the Minimum Quarterly Distribution on all outstanding Subordinated Units during such four-Quarter period; provided, that if the forecasted distributions to be paid from forecasted Operating Surplus (not to exceed forecasted Adjusted Operating Surplus) on the outstanding Subordinated Units for the four fiscal Quarter period immediately following the Measurement Period (“Forecasted Distributions”), as determined by the Conflicts Committee with the assistance of a nationally-recognized investment bank or financial advisor, is less than Historical Distributions, then the numerator shall be Forecasted Distributions (instead of Historical Distributions); provided, further, however, that the outstanding Subordinated Units may not convert into the Common Units at a ratio that is greater than one-to-one.

Conversion of Subordinated Units. (a) If the Subordination Period expires The Outstanding Original Subordinated Units will convert into Common Units in accordance with the provisions following (with each of Section 5.6(b)the following events in i., through v., being a “Conversion Event”): (i) The first 50% of the Original Subordinated Units shall convert into such number of Common Units as is prescribed by Section 5.6(b) upon such expiration of the Subordination Period. If the Subordination Period expires in accordance with any provisions of this Agreement other than Section 5.6(b), then the Subordinated Units shall convert into Common Units on a one-for-one basis upon the earlier of (A) after the MQD has been paid on all Common Units and all Subordinated Units for 6 consecutive quarters, or (2) after the Adjusted Operating Surplus, as defined herein, during such expiration 6 consecutive quarter period exceeds the sum of the Subordination PeriodMQD for all Common Units and Subordinated Units; provided that, after taking the conversion into account, the Partnership would meet the “Coverage Requirement”, as defined below; and, if the Coverage Requirement would not be met, then the amount of Outstanding Subordinated Units that will convert will be reduced to the amount necessary so that the Partnership would meet the Coverage Requirement. (bii) At any time on or after August 30, 2019, provided that there are no Cumulative Common Unit Arrearages in respect The remaining 50% of the Quarter immediately preceding such date and upon the election of the Board of Directors in its sole discretion, the outstanding Original Subordinated Units shall be converted into convert on a number one-for-one basis upon the earlier of (1) after the MQD has been paid on all Common Units to be determined by multiplying the number of outstanding and Subordinated Units by for 6 consecutive quarters after the first 50% of the Original Subordinated Units have converted to Common Units, or (2) after the Adjusted Operating Surplus during such 6 consecutive quarter period after the first 50% of the Original Subordinated Units have converted, exceeds the sum of the MQD for all Common Units and Subordinated Units; provided that, after taking the conversion into account, the Partnership would meet the “Coverage Requirement”, as defined below; and, if the Coverage Requirement would not be met, then the amount of Outstanding Subordinated Units that will convert will be reduced to the amount necessary so that the Partnership would meet the Coverage Requirement. (iii) Upon a fractionChange of Control of the General Partner, all of the Outstanding Original Subordinated Units will convert on a one-for-one basis upon the later of (i) the numerator of date upon which is equal to the aggregate amount of distributions from Operating Surplus (not to exceed Adjusted Operating Surplus) on the outstanding Subordinated Units (“Historical Distributions”) for the four fiscal Quarters immediately preceding the date of a conversion (the “Measurement Period”) and under 5.5(a), above occurs, or (ii) the denominator date upon which the Change of which Control is equal to effective; provided that, after taking the aggregate amount of distributions that conversion into account, the Partnership would have been required during meet the Measurement Period to pay the Minimum Quarterly Distribution on all outstanding Subordinated Units during such four-Quarter period“Coverage Requirement”, as defined below; providedand, that if the forecasted distributions to Coverage Requirement would not be paid from forecasted Operating Surplus (not to exceed forecasted Adjusted Operating Surplus) on the outstanding Subordinated Units for the four fiscal Quarter period immediately following the Measurement Period (“Forecasted Distributions”), as determined by the Conflicts Committee with the assistance of a nationally-recognized investment bank or financial advisor, is less than Historical Distributionsmet, then the numerator shall amount of Outstanding Subordinated Units that will convert will be Forecasted Distributions (instead of Historical Distributions); provided, further, however, reduced to the amount necessary so that the outstanding Subordinated Units may not convert into Partnership would meet the Common Units at a ratio that is greater than one-to-oneCoverage Requirement.