Common use of Distributions, Combinations and Subdivisions; Other Adjustments of Class A Common Units Clause in Contracts

Distributions, Combinations and Subdivisions; Other Adjustments of Class A Common Units. If, after the Series 1 Preferred Unit Issuance Date, the Partnership (i) makes a distribution on its Class A Common Units in Class A Common Units, (ii) subdivides or splits its outstanding Class A Common Units into a greater number of Class A Common Units, (iii) combines or reclassifies its Class A Common Units into a smaller number of Class A Common Units or (iv) issues by reclassification of its Class A Common Units any Partnership Securities (including any reclassification in connection with a merger, consolidation or business combination in which the Partnership is the surviving Person), then the Series 1 Preferred Unit Conversion Price in effect at the time of the Record Date for such distribution or of the effective date of such subdivision, split, combination, or reclassification shall be proportionately adjusted so that the conversion of the Series 1 Preferred Units after such time shall entitle the holder to receive the aggregate number of Class A Common Units (or shares of any Partnership Securities into which such shares of Class A Common Units would have been combined, consolidated, merged or reclassified pursuant to clauses (iii) and (iv) above) that such holder would have been entitled to receive if the Series 1 Preferred Units had been converted into Class A Common Units immediately prior to such Record Date or effective date, as the case may be, and in the case of a merger, consolidation or business combination in which the Partnership is the surviving Person, the Partnership shall provide effective provisions to ensure that the provisions in this Section 4.13 relating to the Series 1 Preferred Units shall not be abridged or amended and that the Series 1 Preferred Units shall thereafter retain the same powers, preferences and relative participating, optional and other special rights, and the qualifications, limitations and restrictions thereon, that the Series 1 Preferred Units had immediately prior to such transaction or event. An adjustment made pursuant to this Section 4.13(k) shall become effective immediately after the Record Date in the case of a distribution and shall become effective immediately after the effective date in the case of a subdivision, combination, reclassification (including any reclassification in connection with a merger, consolidation or business combination in which the Partnership is the surviving Person) or split. Such adjustment shall be made successively whenever any event described above shall occur. If, in the future, the Partnership issues any options, warrants, or other rights to purchase Class A Common Units, or Partnership Securities exercisable or convertible into or exchangeable for Class A Common Units (or options, warrants, or other rights to purchase any such Partnership Securities that are exercisable or convertible into or exchangeable for Class A Common Units) (herein collectively, “Convertible Securities”), the General Partner shall, at the direction and at the option of the holders of a majority of the Outstanding Series 1 Preferred Units in their sole discretion, either (y) amend the provisions of this Agreement relating to antidilution protection to (1) revise any such provision that is less favorable than the corresponding provision offered in the terms of such Convertible Securities (or any related purchase agreement) so that such provision is the same as such provision offered in the terms of such Convertible Securities (or any related purchase agreement) and (2) incorporate any provision(s) offered in the terms of such Convertible Securities (or any related purchase agreement) that is not currently provided for in this Agreement and which would make the antidilution protection provisions of this Agreement more favorable to the holders of Series 1 Preferred Units, which amendment shall be effective concurrently with the issuance and/or execution of documentation relating to such Convertible Securities, or (z) retain the antidilution language applicable to the Series 1 Preferred Units at such time. The Partnership agrees to provide as much prior notice of an issuance of any such Convertible Securities and/or execution of documentation relating to such issuance of Convertible Securities as reasonably practicable (and in any event, such notice shall be provided at least ten (10) Business Days prior to such issuance and/or execution).

Appears in 6 contracts

Samples: Contribution Agreement (Enbridge Energy Partners Lp), www.lw.com, www.lw.com

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Distributions, Combinations and Subdivisions; Other Adjustments of Class A Common Units. If, after the Series 1 Preferred Class D Unit Issuance Date, the Partnership (i) makes a distribution on its Class A Common Units in Class A Common Units, (ii) subdivides or splits its outstanding Class A Common Units into a greater number of Class A Common Units, (iii) combines or reclassifies its Class A Common Units into a smaller number of Class A Common Units or other Partnership Securities or (iv) issues by reclassification of its Class A Common Units any Partnership Securities (including any reclassification in connection with a merger, consolidation or business combination in which the Partnership is the surviving Person), then the Series 1 Preferred number of Class D Units (and, if applicable, the Partnership Securities into which the Class D Units are convertible) and the Class D Unit Conversion Price in effect at the time Notional Value as of the Record Date for such distribution or of on the effective date of such subdivision, split, combination, or reclassification shall be proportionately adjusted so that (y) the conversion of the Series 1 Preferred Class D Units after such time shall entitle the holder to receive the aggregate number of Class A Common Units (or shares number of any such Partnership Securities into which such shares of Class A Common Units would have been combined, consolidated, merged or reclassified pursuant to clauses (iii) and or (iv) above) that such holder would have been entitled to receive if the Series 1 Preferred Class D Units had been converted into Class A Common Units immediately prior to such Record Date or effective date, as the case may be, and (z) such Class D Units have an aggregate Class D Unit Notional Value equal to the aggregate Class D Unit Notional Value immediately prior to such adjustment, and, in the case of a merger, consolidation or business combination in which the Partnership is the surviving Person, the Partnership shall provide effective provisions to ensure that the provisions in this Section 4.13 4.15 relating to the Series 1 Preferred Class D Units shall not be abridged or amended and that that, subject to any adjustments made pursuant to this Section 4.15, the Series 1 Preferred Class D Units shall thereafter retain the same powers, preferences and relative participating, optional and other special rights, and the qualifications, limitations and restrictions thereon, that the Series 1 Preferred Class D Units had immediately prior to such transaction or event. An adjustment made pursuant to this Section 4.13(k4.15(j) shall become effective immediately after the Record Date in the case of a distribution and shall become effective immediately after the effective date in the case of a subdivision, combination, reclassification (including any reclassification in connection with a merger, consolidation or business combination in which the Partnership is the surviving Person) or split. Such adjustment shall be made successively whenever any event described above shall occur. If, in the future, the Partnership issues any options, warrants, or other rights to purchase Class A Common Units, or Partnership Convertible Securities exercisable (in either case, other than under a compensation or convertible into or exchangeable for Class A Common Units (or options, warrants, or other rights to purchase any such Partnership Securities that are exercisable or convertible into or exchangeable for Class A Common Units) (herein collectively, “Convertible Securities”benefit plan), the General Partner shall, at the direction and at the option of the holders of a majority of the Outstanding Series 1 Preferred Class D Units in their sole discretion, either (y) amend the provisions of this Agreement relating to antidilution protection for the Class D Units to (1) revise any such provision that is less favorable in any material respect than the corresponding provision offered in the terms of such options, warrants, rights or Convertible Securities (or any related purchase agreement) so that such provision is no less favorable taken as a whole than the same as such provision offered in the terms of such options, warrants, rights or Convertible Securities (or any related purchase agreement) and (2) incorporate any provision(s) offered in the terms of such options, warrants, rights or Convertible Securities (or any related purchase agreement) that is not currently provided for in this Agreement and which would make the antidilution protection provisions of this Agreement more favorable to the holders of Series 1 Preferred Class D Units, which amendment shall be effective concurrently with the issuance and/or execution of documentation relating to such options, warrants, rights or Convertible Securities, or (z) retain the antidilution language applicable to the Series 1 Preferred Class D Units at such time. The Partnership agrees to provide as much prior notice of an issuance of any such options, warrants, rights or Convertible Securities and/or execution of documentation relating to such issuance of options, warrants, rights or Convertible Securities as reasonably practicable (and in any event, such notice shall be provided at least ten (10) Business Days prior to such issuance and/or execution).

Appears in 4 contracts

Samples: Contribution Agreement (Enbridge Energy Partners Lp), www.lw.com, Enbridge Energy Partners Lp

Distributions, Combinations and Subdivisions; Other Adjustments of Class A Common Units. If, after the Series 1 Preferred Class E Unit Issuance Date, the Partnership (i) makes a distribution on its Class A Common Units in Class A Common Units, (ii) subdivides or splits its outstanding Class A Common Units into a greater number of Class A Common Units, (iii) combines or reclassifies its Class A Common Units into a smaller number of Class A Common Units or other Partnership Securities or (iv) issues by reclassification of its Class A Common Units any Partnership Securities (including any reclassification in connection with a merger, consolidation or business combination in which the Partnership is the surviving Person), then the Series 1 Preferred number of Class E Units (and, if applicable, the Partnership Securities into which the Class E Units are convertible) and the Class E Unit Conversion Price in effect at the time Notional Value as of the Record Date for such distribution or of on the effective date of such subdivision, split, combination, or reclassification shall be proportionately adjusted so that (y) the conversion of the Series 1 Preferred Class E Units after such time shall entitle the holder to receive the aggregate number of Class A Common Units (or shares number of any such Partnership Securities into which such shares of Class A Common Units would have been combined, consolidated, merged or reclassified pursuant to clauses (iii) and or (iv) above) that such holder would have been entitled to receive if the Series 1 Preferred Class E Units had been converted into Class A Common Units immediately prior to such Record Date or effective date, as the case may be, and (z) such Class E Units have an aggregate Class E Unit Notional Value equal to the aggregate Class E Unit Notional Value immediately prior to such adjustment, and, in the case of a merger, consolidation or business combination in which the Partnership is the surviving Person, the Partnership shall provide effective provisions to ensure that the provisions in this Section 4.13 4.17 relating to the Series 1 Preferred Class E Units shall not be abridged or amended and that that, subject to any adjustments made pursuant to this Section 4.17, the Series 1 Preferred Class E Units shall thereafter retain the same powers, preferences and relative participating, optional and other special rights, and the qualifications, limitations and restrictions thereon, that the Series 1 Preferred Class E Units had immediately prior to such transaction or event. An adjustment made pursuant to this Section 4.13(k4.17(j) shall become effective immediately after the Record Date in the case of a distribution and shall become effective immediately after the effective date in the case of a subdivision, combination, reclassification (including any reclassification in connection with a merger, consolidation or business combination in which the Partnership is the surviving Person) or split. Such adjustment shall be made successively whenever any event described above shall occur. If, in the future, the Partnership issues any options, warrants, or other rights to purchase Class A Common Units, or Partnership Convertible Securities exercisable (in either case, other than under a compensation or convertible into or exchangeable for Class A Common Units (or options, warrants, or other rights to purchase any such Partnership Securities that are exercisable or convertible into or exchangeable for Class A Common Units) (herein collectively, “Convertible Securities”benefit plan), the General Partner shall, at the direction and at the option of the holders of a majority of the Outstanding Series 1 Preferred Class E Units in their sole discretion, either (y) amend the provisions of this Agreement relating to antidilution protection for the Class E Units to (1) revise any such provision that is less favorable in any material respect than the corresponding provision offered in the terms of such options, warrants, rights or Convertible Securities (or any related purchase agreement) so that such provision is no less favorable taken as a whole than the same as such provision offered in the terms of such options, warrants, rights or Convertible Securities (or any related purchase agreement) and (2) incorporate any provision(s) offered in the terms of such options, warrants, rights or Convertible Securities (or any related purchase agreement) that is not currently provided for in this Agreement and which would make the antidilution protection provisions of this Agreement more favorable to the holders of Series 1 Preferred Class E Units, which amendment shall be effective concurrently with the issuance and/or execution of documentation relating to such options, warrants, rights or Convertible Securities, or (z) retain the antidilution language applicable to the Series 1 Preferred Class E Units at such time. The Partnership agrees to provide as much prior notice of an issuance of any such options, warrants, rights or Convertible Securities and/or execution of documentation relating to such issuance of options, warrants, rights or Convertible Securities as reasonably practicable (and in any event, such notice shall be provided at least ten (10) Business Days prior to such issuance and/or execution).

Appears in 3 contracts

Samples: Contribution Agreement (Enbridge Energy Partners Lp), Contribution Agreement (Enbridge Energy Partners Lp), Enbridge Energy Partners Lp

Distributions, Combinations and Subdivisions; Other Adjustments of Class A Common Units. If, after the Series 1 Preferred Class E Unit Issuance Date, the Partnership (i) makes a distribution on its Class A Common Units in Class A Common Units, (ii) subdivides or splits its outstanding Class A Common Units into a greater number of Class A Common Units, (iii) combines or reclassifies its Class A Common Units into a smaller number of Class A Common Units or other Partnership Securities or (iv) issues by reclassification of its Class A Common Units any Partnership Securities (including any reclassification in connection with a merger, consolidation or business combination in which the Partnership is the surviving Person), then the Series 1 Preferred number of Class E Units (and, if applicable, the Partnership Securities into which the Class E Units are convertible) and the Class E Unit Conversion Price in effect at the time Notional Value as of the Record Date for such distribution or of on the effective date of such subdivision, split, combination, or reclassification shall be proportionately adjusted so that (y) the conversion of the Series 1 Preferred Class E Units after such time shall entitle the holder to receive the aggregate number of Class A Common Units (or shares number of any such Partnership Securities into which such shares of Class A Common Units would have been combined, consolidated, merged or reclassified pursuant to clauses (iii) and or (iv) above) that such holder would have been entitled to receive if the Series 1 Preferred Class E Units had been converted into Class A Common Units immediately prior to such Record Date or effective date, as the case may be, and (z) such Class E Units have an aggregate Class E Unit Notional Value equal to the aggregate Class E Unit Notional Value immediately prior to such adjustment, and, in the case of a merger, consolidation or business combination in which the Partnership is the surviving Person, the Partnership shall provide effective provisions to ensure that the provisions in this Section 4.13 4.17 relating to the Series 1 Preferred Class E Units shall not be abridged or amended and that that, subject to any adjustments made pursuant to this Section 4.17, the Series 1 Preferred Class E Units shall thereafter retain the same powers, preferences and relative participating, optional and other special rights, and the qualifications, limitations and restrictions thereon, that the Series 1 Preferred Class E Units had immediately prior to such transaction or event. An adjustment made pursuant to this Section 4.13(k4.17(j) shall become effective immediately after the Record Date in the case of a distribution and shall become effective immediately after the effective date in the case of a subdivision, combination, reclassification (including any reclassification in connection with a merger, consolidation or business combination in which the Partnership is the surviving Person) or split. Such adjustment shall be made successively whenever any event described above shall occur. If, in the future, the Partnership issues any options, warrants, or other rights to purchase Class A Common Units, or Partnership Convertible Securities exercisable (in either case, other than under a compensation or convertible into or exchangeable for Class A Common Units (or options, warrants, or other rights to purchase any such Partnership Securities that are exercisable or convertible into or exchangeable for Class A Common Units) (herein collectively, “Convertible Securities”benefit plan), the General Partner shall, at the direction and at the option of the holders of a majority of the Outstanding Series 1 Preferred Class E Units in their sole discretion, either (y) amend the provisions of this Agreement relating to antidilution protection to (1) revise any such provision that is less favorable than the corresponding provision offered in the terms of such Convertible Securities (or any related purchase agreement) so that such provision is the same as such provision offered in the terms of such Convertible Securities (or any related purchase agreement) and (2) incorporate any provision(s) offered in the terms of such Convertible Securities (or any related purchase agreement) that is not currently provided for in this Agreement and which would make the antidilution protection provisions of this Agreement more favorable to the holders of Series 1 Preferred Units, which amendment shall be effective concurrently with the issuance and/or execution of documentation relating to such Convertible Securities, or (z) retain the antidilution language applicable to the Series 1 Preferred Units at such time. The Partnership agrees to provide as much prior notice of an issuance of any such Convertible Securities and/or execution of documentation relating to such issuance of Convertible Securities as reasonably practicable (and in any event, such notice shall be provided at least ten (10) Business Days prior to such issuance and/or execution).either

Appears in 1 contract

Samples: www.lw.com

Distributions, Combinations and Subdivisions; Other Adjustments of Class A Common Units. If, after the Series 1 Preferred Class D Unit Issuance Date, the Partnership (i) makes a distribution on its Class A Common Units in Class A Common Units, (ii) subdivides or splits its outstanding Class A Common Units into a greater number of Class A Common Units, (iii) combines or reclassifies its Class A Common Units into a smaller number of Class A Common Units or other Partnership Securities or (iv) issues by reclassification of its Class A Common Units any Partnership Securities (including any reclassification in connection with a merger, consolidation or business combination in which the Partnership is the surviving Person), then the Series 1 Preferred number of Class D Units (and, if applicable, the Partnership Securities into which the Class D Units are convertible) and the Class D Unit Conversion Price in effect at the time Notional Value as of the Record Date for such distribution or of on the effective date of such subdivision, split, combination, or reclassification shall be proportionately adjusted so that (y) the conversion of the Series 1 Preferred Class D Units after such time shall entitle the holder to receive the aggregate number of Class A Common Units (or shares number of any such Partnership Securities into which such shares of Class A Common Units would have been combined, consolidated, merged or reclassified pursuant to clauses (iii) and or (iv) above) that such holder would have been entitled to receive if the Series 1 Preferred Class D Units had been converted into Class A Common Units immediately prior to such Record Date or effective date, as the case may be, and (z) such Class D Units have an aggregate Class D Unit Notional Value equal to the aggregate Class D Unit Notional Value immediately prior to such adjustment, and, in the case of a merger, consolidation or business combination in which the Partnership is the surviving Person, the Partnership shall provide effective provisions to ensure that the provisions in this Section 4.13 4.15 relating to the Series 1 Preferred Class D Units shall not be abridged or amended and that that, subject to any adjustments made pursuant to this Section 4.15, the Series 1 Preferred Class D Units shall thereafter retain the same powers, preferences and relative participating, optional and other special rights, and the qualifications, limitations and restrictions thereon, that the Series 1 Preferred Class D Units had immediately prior to such transaction or event. An adjustment made pursuant to this Section 4.13(k4.15(j) shall become effective immediately after the Record Date in the case of a distribution and shall become effective immediately after the effective date in the case of a subdivision, combination, reclassification (including any reclassification in connection with a merger, consolidation or business combination in which the Partnership is the surviving Person) or split. Such adjustment shall be made successively whenever any event described above shall occur. If, in the future, the Partnership issues any options, warrants, or other rights to purchase Class A Common Units, or Partnership Convertible Securities exercisable (in either case, other than under a compensation or convertible into or exchangeable for Class A Common Units (or options, warrants, or other rights to purchase any such Partnership Securities that are exercisable or convertible into or exchangeable for Class A Common Units) (herein collectively, “Convertible Securities”benefit plan), the General Partner shall, at the direction and at the option of the holders of a majority of the Outstanding Series 1 Preferred Class D Units in their sole discretion, either (y) amend the provisions of this Agreement relating to antidilution protection for the Class D Units to (1) revise any such provision that is less favorable in any material respect than the corresponding provision offered in the terms of such options, warrants, rights or Convertible Securities (or any related purchase agreement) so that such provision is no less favorable taken as a whole than the same as such provision offered in the terms of such options, warrants, rights or Convertible Securities (or any related purchase agreement) and (2) incorporate any provision(s) offered in the terms of such Convertible Securities (or any related purchase agreement) that is not currently provided for in this Agreement and which would make the antidilution protection provisions of this Agreement more favorable to the holders of Series 1 Preferred Units, which amendment shall be effective concurrently with the issuance and/or execution of documentation relating to such Convertible Securities, or (z) retain the antidilution language applicable to the Series 1 Preferred Units at such time. The Partnership agrees to provide as much prior notice of an issuance of any such Convertible Securities and/or execution of documentation relating to such issuance of Convertible Securities as reasonably practicable (and in any event, such notice shall be provided at least ten (10) Business Days prior to such issuance and/or execution).and

Appears in 1 contract

Samples: www.lw.com

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Distributions, Combinations and Subdivisions; Other Adjustments of Class A Common Units. If, after the Series 1 Preferred Class D Unit Issuance Date, the Partnership (i) makes a distribution on its Class A Common Units in Class A Common Units, (ii) subdivides or splits its outstanding Class A Common Units into a greater number of Class A Common Units, (iii) combines or reclassifies its Class A Common Units into a smaller number of Class A Common Units or other Partnership Securities or (iv) issues by reclassification of its Class A Common Units any Partnership Securities (including any reclassification in connection with a merger, consolidation or business combination in which the Partnership is the surviving Person), then the Series 1 Preferred number of Class D Units (and, if applicable, the Partnership Securities into which the Class D Units are convertible) and the Class D Unit Conversion Price in effect at the time Notional Value as of the Record Date for such distribution or of on the effective date of such subdivision, split, combination, or reclassification shall be proportionately adjusted so that (y) the conversion of the Series 1 Preferred Class D Units after such time shall entitle the holder to receive the aggregate number of Class A Common Units (or shares number of any such Partnership Securities into which such shares of Class A Common Units would have been combined, consolidated, merged or reclassified pursuant to clauses (iii) and or (iv) above) that such holder would have been entitled to receive if the Series 1 Preferred Class D Units had been converted into Class A Common Units immediately prior to such Record Date or effective date, as the case may be, and (z) such Class D Units have an aggregate Class D Unit Notional Value equal to the aggregate Class D Unit Notional Value immediately prior to such adjustment, and, in the case of a merger, consolidation or business combination in which the Partnership is the surviving Person, the Partnership shall provide effective provisions to ensure that the provisions in this Section 4.13 4.15 relating to the Series 1 Preferred Class D Units shall not be abridged or amended and that that, subject to any adjustments made pursuant to this Section 4.15, the Series 1 Preferred Class D Units shall thereafter retain the same powers, preferences and relative participating, optional and other special rights, and the qualifications, limitations and restrictions thereon, that the Series 1 Preferred Class D Units had immediately prior to such transaction or event. An adjustment made pursuant to this Section 4.13(k4.15(j) shall become effective immediately after the Record Date in the case of a distribution and shall become effective immediately after the effective date in the case of a subdivision, combination, reclassification (including any reclassification in connection with a merger, consolidation or business combination in which the Partnership is the surviving Person) or split. Such adjustment shall be made successively whenever any event described above shall occur. If, in the future, the Partnership issues any options, warrants, or other rights to purchase Class A Common Units, or Partnership Securities exercisable or convertible into or exchangeable for Class A Common Units (or options, warrants, or other rights to purchase any such Partnership Securities that are exercisable or convertible into or exchangeable for Class A Common Units) (herein collectively, “Convertible Securities”) (in either case, other than under a compensation or benefit plan), the General Partner shall, at the direction and at the option of the holders of a majority of the Outstanding Series 1 Preferred Class D Units in their sole discretion, either (y) amend the provisions of this Agreement relating to antidilution protection for the Class D Units to (1) revise any such provision that is less favorable in any material respect than the corresponding provision offered in the terms of such options, warrants, rights or Convertible Securities (or any related purchase agreement) so that such provision is no less favorable taken as a whole than the same as such provision offered in the terms of such options, warrants, rights or Convertible Securities (or any related purchase agreement) and (2) incorporate any provision(s) offered in the terms of such options, warrants, rights or Convertible Securities (or any related purchase agreement) that is not currently provided for in this Agreement and which would make the antidilution protection provisions of this Agreement more favorable to the holders of Series 1 Preferred Class D Units, which amendment shall be effective concurrently with the issuance and/or execution of documentation relating to such options, warrants, rights or Convertible Securities, or (z) retain the antidilution language applicable to the Series 1 Preferred Class D Units at such time. The Partnership agrees to provide as much prior notice of an issuance of any such options, warrants, rights or Convertible Securities and/or execution of documentation relating to such issuance of options, warrants, rights or Convertible Securities as reasonably practicable (and in any event, such notice shall be provided at least ten (10) Business Days prior to such issuance and/or execution).

Appears in 1 contract

Samples: Contribution Agreement (Enbridge Energy Partners Lp)

Distributions, Combinations and Subdivisions; Other Adjustments of Class A Common Units. If, after the Series 1 Preferred Unit Issuance Date, the Partnership (i) makes a distribution on its Class A Common Units in Class A Common Units, (ii) subdivides or splits its outstanding Class A Common Units into a greater number of Class A Common Units, (iii) combines or reclassifies its Class A Common Units into a smaller number of Class A Common Units or (iv) issues by reclassification of its Class A Common Units any Partnership Securities (including any reclassification in connection with a merger, consolidation or business combination in which the Partnership is the surviving Person), then the Series 1 Preferred Unit Conversion Price in effect at the time of the Record Date for such distribution or of the effective date of such subdivision, split, combination, or reclassification shall be proportionately adjusted so that the conversion of the Series 1 Preferred Units after such time shall entitle the holder to receive the aggregate number of Class A Common Units (or shares of any Partnership Securities into which such shares of Class A Common Units would have been combined, consolidated, merged or reclassified pursuant to clauses (iii) and (iv) above) that such holder would have been entitled to receive if the Series 1 Preferred Units had been converted into Class A Common Units immediately prior to such Record Date or effective date, as the case may be, and in the case of a merger, consolidation or business combination in which the Partnership is the surviving Person, the Partnership shall provide effective provisions to ensure that the provisions in this Section 4.13 relating to the Series 1 Preferred Units shall not be abridged or amended and that the Series 1 Preferred Units shall thereafter retain the same powers, preferences and relative participating, optional and other special rights, and the qualifications, limitations and restrictions thereon, that the Series 1 Preferred Units had immediately prior to such transaction or event. An adjustment made pursuant to this Section 4.13(k) shall become effective immediately after the Record Date in the case of a distribution and shall become effective immediately after the effective date in the case of a subdivision, combination, reclassification (including any reclassification in connection with a merger, consolidation or business combination in which the Partnership is the surviving Person) or split. Such adjustment shall be made successively whenever any event described above shall occur. If, in the future, the Partnership issues any options, warrants, or other rights to purchase Class A Common Units, or Partnership Securities exercisable or convertible into or exchangeable for Class A Common Units (or options, warrants, or other rights to purchase any such Partnership Securities that are exercisable or convertible into or exchangeable for Class A Common Units) (herein collectively, “Convertible Securities”), the General Partner shall, at the direction and at the option of the holders of a majority of the Outstanding Series 1 Preferred Units in their sole discretion, either (y) amend the provisions of this Agreement relating to antidilution protection to (1) revise any such provision that is less favorable than the corresponding provision offered in the terms of such Convertible Securities (or any related purchase agreement) so that such provision is 47 the same as such provision offered in the terms of such Convertible Securities (or any related purchase agreement) and (2) incorporate any provision(s) offered in the terms of such Convertible Securities (or any related purchase agreement) that is not currently provided for in this Agreement and which would make the antidilution protection provisions of this Agreement more favorable to the holders of Series 1 Preferred Units, which amendment shall be effective concurrently with the issuance and/or execution of documentation relating to such Convertible Securities, or (z) retain the antidilution language applicable to the Series 1 Preferred Units at such time. The Partnership agrees to provide as much prior notice of an issuance of any such Convertible Securities and/or execution of documentation relating to such issuance of Convertible Securities as reasonably practicable (and in any event, such notice shall be provided at least ten (10) Business Days prior to such issuance and/or execution).

Appears in 1 contract

Samples: www.lw.com

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