Common use of Death of Certain Individuals Clause in Contracts

Death of Certain Individuals. (a) Upon the death of either Xxxxxxx X. Xxxxx or Xxxxxx X. Xxxxxxxxx (such executive, the “Deceased Executive”), all or any portion of the Units held directly or indirectly by such Deceased Executive (including, for purposes of clarity, the Units of any Class A Limited Partner over or with respect to which such Deceased Executive possessed or held (including, pursuant to the definition of Permitted Transfer, any Class A Limited Partner over which such Deceased Executive was required to possess or hold), directly or indirectly, voting control of the Units held by such Class A Limited Partner, whether under a Voting Agreement or otherwise) (such Units or any interest therein being referred to herein as the “Passing Interest”) shall be subject to the provisions of this Section 3.9. (b) Upon such Deceased Executive’s death, the Partnership shall give prompt written notice to the Class B Limited Partner and Highbridge Holders of such event (the “Passing Interest Notice”), which such notice shall contain the names and addresses for purposes of notice of (i) if all or any portion of the Passing Interest that is directly held by such Deceased Executive’s personal representative (the personal representative of the Deceased Executive’s estate, the “Personal Representative”) and (ii) if all or any portion of the Passing Interest is directly held by any Class A Limited Partner (any such Class A Limited Partner, a “Subject Holder” and together with each other Subject Holder, if any, and the Personal Representative, if any, collectively referred to herein as the “Passing Holders” and individually referred to herein as a “Passing Holder”). (c) If, following the delivery of any Passing Interest Notice, either Xxxxxxx X. Xxxxx or Xxxxxx X. Xxxxxxxxx, as applicable (the “Surviving Party”), survives such Deceased Executive, then, within thirty (30) days after delivery of such Passing Interest Notice, each Passing Holder shall transfer voting control of the Passing Interest to the Surviving Party, and the Passing Interest may be transferred or retained, as applicable, to, or by such Persons who would

Death of Certain Individuals. (a) Upon the death of either Xxxxxxx X. Xxxxx or Xxxxxx X. Xxxxxxxxx (such executive, the “Deceased Executive”), all or any portion of the Units held directly or indirectly by such Deceased Executive (including, for purposes of clarity, the Units of any Class A Limited Partner Member over or with respect to which such Deceased Executive possessed or held (including, pursuant to the definition of Permitted Transfer, any Class A Limited Partner Member over which such Deceased Executive was required to possess or hold), directly or indirectly, voting control of the Units held by such Class A Limited PartnerMember, whether under a Voting Agreement or otherwise) (such Units or any interest therein being referred to herein as the “Passing Interest”) shall be subject to the provisions of this Section 3.93.8. (b) Upon such Deceased Executive’s death, the Partnership shall give prompt written notice to the Class B Limited Partner and Highbridge Holders of such event (the “Passing Interest Notice”), which such notice shall contain the names and addresses for purposes of notice of (i) if all or any portion of the Passing Interest that is directly held by such Deceased Executive’s personal representative (the personal representative of the Deceased Executive’s estate, the “Personal Representative”) and (ii) if all or any portion of the Passing Interest is directly held by any Class A Limited Partner (any such Class A Limited PartnerMember, a “Subject Holder” and together with each other Subject Holder, if any, and the Personal Representative, if any, collectively referred to herein as the “Passing Holders” and individually referred to herein as a “Passing Holder”). (c) If, following the delivery of any Passing Interest Notice, either Xxxxxxx X. Xxxxx or Xxxxxx X. Xxxxxxxxx, as applicable (the “Surviving Party”), survives such Deceased Executive, then, within thirty (30) days after delivery of such Passing Interest Notice, each Passing Holder shall transfer voting control of the Passing Interest to the Surviving Party, and the Passing Interest may be transferred or retained, as applicable, to, or by such Persons who wouldwould have otherwise held such Passing Interest had such Passing Interest not been subject to the provisions of this Section 3.8, and such Persons may hold such portion of such Passing Interest subject to the terms and conditions hereof, including entering into a Voting Agreement. If the Transfer of such portion of such Passing Interest is in connection with an Indirect Transfer, after giving effect to such Indirect Transfer (but prior to giving effect to any future Indirect Transfer or Transfer), the holders of such portion of such Passing Interest will be considered for all purposes hereunder an Indirect Permitted Transferee with respect to such Passing Interest. If the Transfer of such portion of such Passing Interest is in connection with a direct Transfer after giving effect to such direct Transfer (but prior to giving effect to any future Indirect Transfer or Transfer), such Transfer will be considered a Permitted Transfer for all purposes hereunder and the holders of such portion of such Passing Interest will be considered for all purposes hereunder a Permitted Transferee with respect to such Passing Interest. A “Voting Agreement” is an agreement between the Passing Holder and the Surviving Party, whereby voting control of the Passing Interest is held by the Surviving Party. The Surviving Party will provide a copy of the Voting Agreement to the Company, the Highbridge Holders and Bayou City Holders within forty-five (45) days of the end of such thirty (30)-day period. If the Surviving Party is a party to a Voting Agreement and such individual dies, then the provisions of this Section 3.8 shall apply with respect to the Units held by the Passing Holder and its successors, assigns and transferees.

Death of Certain Individuals. (a) Upon the death of either Xxxxxxx X. Xxxxx or Xxxxxx X. Xxxxxxxxx (such executive, the “Deceased Executive”), all or any portion of the Units held directly or indirectly by such Deceased Executive (including, for purposes of clarity, the Units of any Class A Limited Partner Member over or with respect to which such Deceased Executive possessed or held (including, pursuant to the definition of Permitted Transfer, any Class A Limited Partner Member over which such Deceased Executive was required to possess or hold), directly or indirectly, voting control of the Units held by such Class A Limited PartnerMember, whether under a Voting Agreement or otherwise) (such Units or any interest therein being referred to herein as the “Passing Interest”) shall be subject to the provisions of this Section 3.93.8. (b) Upon such Deceased Executive’s death, the Partnership Company shall give prompt written notice to the Class B Limited Partner Member and the Highbridge Holders of such event (the “Passing Interest Notice”), which such notice shall contain the names and addresses for purposes of notice of (i) if all or any portion of the Passing Interest that is directly held by such Deceased Executive’s personal representative (the personal representative of the Deceased Executive’s estate, the “Personal Representative”) and (ii) if all or any portion of the Passing Interest is directly held by any Class A Limited Partner Member (any such Class A Limited PartnerMember, a “Subject Holder” and together with each other Subject Holder, if any, and the -9- Personal Representative, if any, collectively referred to herein as the “Passing Holders” and individually referred to herein as a “Passing Holder”). (c) If, following the delivery of any Passing Interest Notice, either Xxxxxxx X. Xxxxx or Xxxxxx X. Xxxxxxxxx, as applicable (the “Surviving Party”), survives such Deceased Executive, then, within thirty (30) days after delivery of such Passing Interest Notice, each Passing Holder shall transfer voting control of the Passing Interest to the Surviving Party, and the Passing Interest may be transferred or retained, as applicable, to, or by such Persons who wouldwould have otherwise held such Passing Interest had such Passing Interest not been subject to the provisions of this Section 3.8, and such Persons may hold such portion of such Passing Interest subject to the terms and conditions hereof, including entering into a Voting Agreement. If the Transfer of such portion of such Passing Interest is in connection with an Indirect Transfer, after giving effect to such Indirect Transfer (but prior to giving effect to any future Indirect Transfer or Transfer), the holders of such portion of such Passing Interest will be considered for all purposes hereunder an Indirect Permitted Transferee with respect to such Passing Interest. If the Transfer of such portion of such Passing Interest is in connection with a direct Transfer after giving effect to such direct Transfer (but prior to giving effect to any future Indirect Transfer or Transfer), such Transfer will be considered a Permitted Transfer for all purposes hereunder and the holders of such portion of such Passing Interest will be considered for all purposes hereunder a Permitted Transferee with respect to such Passing Interest. A “Voting Agreement” is an agreement between the Passing Holder and the Surviving Party, whereby voting control of the Passing Interest is held by the Surviving Party. The Surviving Party will provide a copy of the Voting Agreement to the Company and the Highbridge Holders within forty-five (45) days of the end of such thirty (30)-day period. If the Surviving Party is a party to a Voting Agreement and such individual dies, then the provisions of this Section 3.8 shall apply with respect to the Units held by the Passing Holder and its successors, assigns and transferees.

Death of Certain Individuals. (a) Upon the death of either Xxxxxxx X. Xxxxx or Xxxxxx X. Xxxxxxxxx (such executive, the “Deceased Executive”), all or any portion of the Units held directly or indirectly by such Deceased Executive (including, for purposes of clarity, the Units of any Class A Limited Partner over or with respect to which such Deceased Executive possessed or held (including, pursuant to the definition of Permitted Transfer, any Class A Limited Partner over which such Deceased Executive was required to possess or hold), directly or indirectly, voting control of the Units held by such Class A Limited Partner, whether under a Voting Agreement or otherwise) (such Units or any interest therein being referred to herein as the “Passing Interest”) shall be subject to the provisions of this Section 3.9. (b) Upon such Deceased Executive’s death, the Partnership shall give prompt written notice to the Class B Limited Partner Partner, the Highbridge Holders and Highbridge the Bayou City Holders of such event (the “Passing Interest Notice”), which such notice shall contain the names and addresses for purposes of notice of (i) if all or any portion of the Passing Interest that is directly held by such Deceased Executive’s personal representative (the personal representative of the Deceased Executive’s estate, the “Personal Representative”) and (ii) if all or any portion of the Passing Interest is directly held by any Class A Limited Partner (any such Class A Limited Partner, a “Subject Holder” and together with each other Subject Holder, if any, and the Personal Representative, if any, collectively referred to herein as the “Passing Holders” and individually referred to herein as a “Passing Holder”). (c) If, following the delivery of any Passing Interest Notice, either Xxxxxxx X. Xxxxx or Xxxxxx X. Xxxxxxxxx, as applicable (the “Surviving Party”), survives such Deceased Executive, then, within thirty (30) days after delivery of such Passing Interest Notice, each Passing Holder shall transfer voting control of the Passing Interest to the Surviving Party, and the Passing Interest may be transferred or retained, as applicable, to, or by such Persons who wouldwould have otherwise held such Passing Interest had such Passing Interest not been subject to the provisions of this Section 3.9, and such Persons may hold such portion of such Passing Interest subject to the terms and conditions hereof, including entering into a Voting Agreement. If the Transfer of such portion of such Passing Interest is in connection with an Indirect Transfer, after giving effect to such Indirect Transfer (but prior to giving effect to any future Indirect Transfer or Transfer), the holders of such portion of such Passing Interest will be considered for all purposes hereunder an Indirect Permitted Transferee with respect to such Passing Interest. If the Transfer of such portion of such Passing Interest is in connection with a direct Transfer, subject to compliance with Section 3.4, after giving effect to such direct Transfer (but prior to giving effect to any future Indirect Transfer or Transfer), such Transfer will be considered a Permitted Transfer for all purposes hereunder and the holders of such portion of such Passing Interest will be considered for all purposes hereunder a Permitted Transferee with respect to such Passing Interest. A “Voting Agreement” is an agreement between the Passing Holder and the Surviving Party, whereby voting control of the Passing Interest is held by such Surviving Party. The Surviving Party will provide a copy of the Voting Agreement to the Company, the Highbridge Holders and the Bayou City Holders within forty-five (45) days of the end of such thirty (30)-day period. If Xxxxxx X.

Death of Certain Individuals. (a) Upon the death of either Xxxxxxx X. Xxxxx or Xxxxxx X. Xxxxxxxxx (such executive, the “Deceased Executive”), all or any portion of the Units held directly or indirectly by such Deceased Executive (including, for purposes of clarity, the Units of any Class A Limited Partner over or with respect to which such Deceased Executive possessed or held (including, pursuant to the definition of Permitted Transfer, any Class A Limited Partner over which such Deceased Executive was required to possess or hold), directly or indirectly, voting control of the Units held by such Class A Limited Partner, whether under a Voting Agreement or otherwise) (such Units or any interest therein being referred to herein as the “Passing Interest”) shall be subject to the provisions of this Section 3.9. (b) Upon such Deceased Executive’s death, the Partnership shall give prompt written notice to the Class B Limited Partner Partner, the Highbridge Holders and Highbridge the Bayou City Holders of such event (the “Passing Interest Notice”), which such notice shall contain the names and addresses for purposes of notice of (i) if all or any portion of the Passing Interest that is directly held by such Deceased Executive’s personal representative (the personal representative of the Deceased Executive’s estate, the “Personal Representative”) and (ii) if all or any portion of the Passing Interest is directly held by any Class A Limited Partner (any such Class A Limited Partner, a “Subject Holder” and together with each other Subject Holder, if any, and the Personal Representative, if any, collectively referred to herein as the “Passing Holders” and individually referred to herein as a “Passing Holder”). (c) If, following the delivery of any Passing Interest Notice, either Xxxxxxx X. Xxxxx or Xxxxxx X. Xxxxxxxxx, as applicable (the “Surviving Party”), survives such Deceased Executive, then, within thirty (30) days after delivery of such Passing Interest Notice, each Passing Holder shall transfer voting control of the Passing Interest to the Surviving Party, and the Passing Interest may be transferred or retained, as applicable, to, or by such Persons who wouldwould have otherwise held such Passing Interest had such Passing Interest not been subject to the provisions of this Section 3.9, and such Persons may hold such portion of such Passing Interest subject to the terms and conditions hereof, including entering into a Voting Agreement. If the Transfer of such portion of such Passing Interest is in connection with an Indirect Transfer, after giving effect to such Indirect Transfer (but prior to giving effect to any future Indirect Transfer or Transfer), the holders of such portion of such Passing Interest will be considered for all purposes hereunder an Indirect Permitted Transferee with respect to such Passing Interest. If the Transfer of such portion of such Passing Interest is in connection with a direct Transfer, subject to compliance with Section

Death of Certain Individuals. (a) Upon the death of either Xxxxxxx X. Xxxxx or Xxxxxx X. Xxxxxxxxx (such executive, the “Deceased Executive”), all or any portion of the Units held directly or indirectly by such Deceased Executive (including, for purposes of clarity, the Units of any Class A Limited Partner Member over or with respect to which such Deceased Executive possessed or held (including, pursuant to the definition of Permitted Transfer, any Class A Limited Partner Member over which such Deceased Executive was required to possess or hold), directly or indirectly, voting control of the Units held by such Class A Limited PartnerMember, whether under a Voting Agreement or otherwise) (such Units or any interest therein being referred to herein as the “Passing Interest”) shall be subject to the provisions of this Section 3.93.8. (b) Upon such Deceased Executive’s death, the Partnership Company shall give prompt written notice to the Class B Limited Partner Member, the Highbridge Holders and Highbridge the Bayou City Holders of such event (the “Passing Interest Notice”), which such notice shall contain the names and addresses for purposes of notice of (i) if all or any portion of the Passing Interest that is directly held by such Deceased Executive’s personal representative (the personal representative of the Deceased Executive’s estate, the “Personal Representative”) and (ii) if all or any portion of the Passing Interest is directly held by any Class A Limited Partner Member (any such Class A Limited PartnerMember, a “Subject Holder” and together with each other Subject Holder, if any, and the Personal Representative, if any, collectively referred to herein as the “Passing Holders” and individually referred to herein as a “Passing Holder”). (c) If, following the delivery of any Passing Interest Notice, either Xxxxxxx X. Xxxxx or Xxxxxx X. Xxxxxxxxx, as applicable (the “Surviving Party”), survives such Deceased Executive, then, within thirty (30) days after delivery of such Passing Interest Notice, each Passing Holder shall transfer voting control of the Passing Interest to the Surviving Party, and the Passing Interest may be transferred or retained, as applicable, to, or by such Persons who wouldwould have otherwise held such Passing Interest had such Passing Interest not been subject to the provisions of this Section 3.8, and such Persons may hold such portion of such Passing Interest subject to the terms and conditions hereof, including entering into a Voting Agreement. If the Transfer of such portion of such Passing Interest is in connection with an Indirect Transfer, after giving effect to such Indirect Transfer (but prior to giving effect to any future Indirect Transfer or Transfer), the holders of such portion of such Passing Interest will be considered for all purposes hereunder an Indirect Permitted Transferee with respect to such Passing Interest. If the Transfer of such portion of such Passing Interest is in connection with a direct Transfer after giving effect to such direct Transfer (but prior to giving effect to any future Indirect Transfer or Transfer), such Transfer will be considered a Permitted Transfer for all