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

Distributions, Combinations and Subdivisions; Other Adjustments. (A) If (i) the Partnership issues rights, warrants or appreciation rights to all holders of its Common Units entitling them for a period of not more than 60 calendar days to subscribe for or purchase Common Units at a price per unit less than the Current Market Price on the Business Day immediately preceding the date of announcement of such issuance or (ii) the Partnership or any Subsidiary of the Partnership distributes cash or other consideration in respect of a tender offer or exchange offer made by the Partnership or any Subsidiary of the Partnership for all or any portion of the Common Units where the sum of the aggregate amount of such cash distributed and the aggregate fair market value (as determined by the Board of Directors, whose determination shall be conclusive and set forth in a resolution of the Board of Directors), as of the Expiration Date (as defined below), of such other consideration distributed expressed as an amount per Common Unit validly tendered or exchanged, and accepted for purchase, pursuant to such tender offer or exchange offer as of the last time at which tenders or exchanges could have been made pursuant to such tender offer or exchange offer (such tendered or exchanged Common Units, the “Purchased Units”) exceeds the Current Market Price per Common Unit on the first Trading Day immediately following the last date (such last date, the “Expiration Date”) on which tenders or conversions could have been made pursuant to such tender offer or exchange offer (as the same may be amended through the Expiration Date), then in each such case the Partnership will make proper provision such that such subscription, purchase, tender offer or exchange offer is made to the Class C Convertible Preferred Units as if such Class C Convertible Preferred Units were Common Units and receive the same rights, warrants, appreciation rights, cash or other consideration, as the case may be, per Class C Convertible Preferred Unit as would be payable to a Common Unit. (B) If (1) there shall occur (a) any reclassification of the Common Units (other than a change as a result of a subdivision or combination of the Common Units); (b) a statutory unit exchange, consolidation, merger or combination involving the Partnership other than a merger in which the Partnership is the continuing partnership and which does not result in any reclassification of, or change (other than as a result of a subdivision or combination pursuant to the final sentence of Section 5.9(a) above) in, outstanding Common Units; or (c) a sale or conveyance as an entirety or substantially as an entirety of the property and assets of the Partnership, directly or indirectly, to another Person; and (2) pursuant to such reclassification, statutory unit exchange, consolidation, merger, combination, sale or conveyance, outstanding Common Units are converted or exchanged into or for stock (other than Common Units), other securities, other property, assets or cash, then the Partnership, or such successor or surviving, purchasing or transferee Person, as the case may be, shall, as a condition precedent to such reclassification, statutory unit exchange, consolidation, merger, combination, sale or conveyance, execute an amendment to this Agreement providing that, at and after the effective time of such reclassification, statutory unit exchange, consolidation, sale or conveyance, the right to convert a Class C Convertible Preferred Unit will be changed into a right to convert it into the kind and amount of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a Common Unit immediately prior to such reclassification, statutory unit exchange, consolidation, merger, combination, sale or conveyance would have owned or been entitled to receive (the “Reference Property”) upon such transaction immediately prior to such reclassification, statutory unit exchange, consolidation, merger, combination, sale or conveyance. If the reclassification, statutory unit exchange, consolidation, merger, combination, sale or conveyance causes the Common Units to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of election), the Reference Property into which the Class C Convertible Preferred Units will be convertible will be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Units that affirmatively make such an election. None of the foregoing provisions shall affect the right of a holder of Class C Convertible Preferred Units to convert its Class C Convertible Preferred Units in accordance with the provisions of Section 5.12(b)(vii) prior to the effective date of such reclassification, statutory unit exchange, consolidation, merger, combination, sale or conveyance. (C) If the Partnership proposes to distribute to holders of its Partnership Interests any equity interests of the Partnership, evidences of indebtedness or other non-cash assets, or rights or warrants (excluding distributions and rights or warrants referred to in subsection (A) above of this Section 5.12) (such capital stock, evidences of indebtedness or other non-cash assets, or rights or warrants, “Property”), the aggregate fair market value of such Property shall be determined by the Board of Directors (whose determination shall be conclusive and set forth in a resolution of the Board of Directors). Such Property will then be distributed pursuant to Sections 6.4 and 6.5 as if it were Available Cash (from Operating Surplus or Capital Surplus as determined pursuant to the provisions of Section 6.3 or 6.5, respectively).

Distributions, Combinations and Subdivisions; Other Adjustments. The Conversion Ratio (and the Conversion Price) shall be subject to adjustment from time to time hereafter solely for purposes of applying Section 5.10(b)(ix)(A), as follows; it being intended that such adjustments to the Conversion Ratio (and the Conversion Price) are to be made in order to avoid unintended dilution or anti-dilution as a result of certain transactions in which Common Units are issued, redeemed or exchanged without a corresponding issuance, redemption or exchange of Class B Convertible Preferred Units: (A) If (i) In case the Partnership issues rightsshall, warrants at any time or appreciation rights from time to time prior to conversion of all Class B Convertible Preferred Units, (1) make a distribution on the outstanding Common Units, in Common Units, (2) split or subdivide the outstanding Common Units into a larger number of Common Units, (3) effect a reverse unit split or otherwise combine the outstanding Common Units into a smaller number of Common Units, or (4) issue by reclassification of the Common Units into any units of Partnership Interests, then, and in each such case, the Conversion Ratio (and the Conversion Price) in effect immediately prior to such event or the Record Date therefor, whichever is earlier, shall be adjusted so that the holder of any Class B Convertible Preferred Units thereafter surrendered for conversion shall be entitled to receive the Common Units that such holder would have been entitled to receive after the happening of any of the events described above, had such Class B Convertible Preferred Units been converted immediately prior to the happening of such event or the Record Date therefor, whichever is earlier. An adjustment made pursuant to this Section 5.10(b)(xiii)(A) shall become effective (1) in the case of any such distribution, immediately after the close of business on the Record Date for the determination of holders of its Common Units entitled to receive such distribution, or (2) in the case of any such subdivision, reclassification, reverse unit split or combination, at the close of business on the day upon which such action becomes effective. (B) In case the Partnership shall, at any time or from time to time prior to conversion of all Class B Convertible Preferred Units, declare, order, pay or make a distribution (including any distribution of units or other securities or property or rights or warrants to subscribe for securities of the Partnership entitling them for a period of not more than 60 calendar days holders thereof to subscribe for or purchase Common Units such securities at a price per unit less than the Current Market Price fair market value of such securities, by way of distribution or spin-off) on its Common Units, other than regular and customary quarterly distributions by the Partnership of Available Cash, then, and in each such case, the Conversion Ratio (and the Conversion Price) shall be adjusted so that the holder of each Class B Convertible Preferred Unit shall be entitled to receive, upon the conversion thereof, the number of Common Units determined by multiplying (1) the applicable Conversion Ratio on the day immediately prior to the Record Date fixed for the determination of Common Unit holders entitled to receive such distribution by (2) a fraction, the numerator of which shall be the 30-day VWAP per Common Unit on such Record Date, and the denominator of which shall be such 30-day VWAP per Common Unit on such Record Date less the fair market value (as determined in good faith by resolution of the Board of Directors) of such distribution allocable to one Common Unit. An adjustment made pursuant to this Section 5.10(b)(xiii)(B) shall be made upon the opening of business on the next Business Day immediately preceding following the date on which any such distribution is made and shall be effective retroactively immediately after the close of announcement business on the Record Date fixed for the determination of Common Unit holders entitled to receive such issuance or distribution. (iiC) In case the Partnership shall, at any time or any Subsidiary from time to time prior to conversion of the Partnership distributes cash or other consideration in respect of all Class B Convertible Preferred Units, make a tender offer or exchange offer made for Common Units at a price per Common Unit greater than the 30-day VWAP per Common Unit as of the date of such repurchase (the number of Common Units so repurchased, multiplied by the Partnership or any Subsidiary amount by which such price per Common Unit exceeds the 30-day VWAP per Common Unit as of such date, being referred to in this Section 5.10(b)(xiii)(C) as the “Excess Amount”), then, and in each such case, the Conversion Ratio (and the Conversion Price) shall be adjusted, in accordance with the applicable provisions of Sections 5.10(b)(xiii)(A) and 5.10(b)(xiii)(B) above, as if, in lieu of such repurchase, the Partnership for all or any portion had made a distribution of the Common Units where the sum of the aggregate amount of such cash distributed and the aggregate property having a fair market value (as determined in good faith by the Board of Directors, whose determination shall be conclusive and set forth in a resolution of the Board of Directors)) equal to the Excess Amount, as of the Expiration Date (as defined below), of with such other consideration distributed expressed as an amount per Common Unit validly tendered or exchanged, and accepted for purchase, pursuant to such tender offer or exchange offer as of the last time at which tenders or exchanges could have been made pursuant to such tender offer or exchange offer (such tendered or exchanged Common Units, the “Purchased Units”) exceeds the Current Market Price per Common Unit on the first Trading Day immediately following the last date (such last date, the “Expiration Date”) on which tenders or conversions could have been made pursuant to such tender offer or exchange offer (as the same may be amended through the Expiration Date), then in each such case the Partnership will make proper provision such that such subscription, purchase, tender offer or exchange offer is distribution made to the Class C Convertible Preferred Units as if such Class C Convertible Preferred Units were Common Units and receive the same rights, warrants, appreciation rights, cash or other consideration, as the case may be, per Class C Convertible Preferred Unit as would be payable to a Common Unit. (B) If (1) there shall occur (a) any reclassification of the Common Units (other than a change as a result of a subdivision or combination of the Common Units); (b) a statutory unit exchange, consolidation, merger or combination involving the Partnership other than a merger in which the Partnership is the continuing partnership and which does not result in any reclassification of, or change (other than as a result of a subdivision or combination pursuant to the final sentence of Section 5.9(a) above) in, outstanding Common Units; or (c) a sale or conveyance as an entirety or substantially as an entirety of the property and assets of the Partnership, directly or indirectly, to another Person; and (2) pursuant to such reclassification, statutory unit exchange, consolidation, merger, combination, sale or conveyance, outstanding Common Units are converted or exchanged into or for stock (other than Common Units), other securities, other property, assets or cash, then the Partnership, or such successor or surviving, purchasing or transferee Person, as the case may be, shall, as a condition precedent to such reclassification, statutory unit exchange, consolidation, merger, combination, sale or conveyance, execute an amendment to this Agreement providing that, at and after the effective time of such reclassification, statutory unit exchange, consolidation, sale or conveyance, the right to convert a Class C Convertible Preferred Unit will be changed into a right to convert it into the kind and amount of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a Common Unit immediately prior to such reclassification, statutory unit exchange, consolidation, merger, combination, sale or conveyance would have owned or been entitled to receive (the “Reference Property”) upon such transaction immediately prior to such reclassification, statutory unit exchange, consolidation, merger, combination, sale or conveyance. If the reclassification, statutory unit exchange, consolidation, merger, combination, sale or conveyance causes the Common Units to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of election), the Reference Property into which the Class C Convertible Preferred Units will be convertible will be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Units that affirmatively make (including holders of Common Units so repurchased) on the date of such an election. None repurchase. (D) For purposes of this Section 5.10(b)(xiii), the number of Common Units at any time outstanding shall not include any Common Units then owned or held by or for the account of the foregoing provisions shall affect Partnership. (E) In the right event the number of Common Units to which a holder is entitled upon conversion of its Class C B Convertible Preferred Units is not equal to convert a whole number, the holder shall be paid (1) that number of Common Units which equals the nearest whole number less than such amount plus (2) an amount of cash which the General Partner determines, in its reasonable discretion, to represent the fair value of the remaining fractional Common Unit which would otherwise be payable to such holder. (F) The General Partner shall provide notice to holders of the Class C B Convertible Preferred Units following the occurrence of any transaction or event described in accordance with the provisions of this Section 5.12(b)(vii5.10(b)(xiii) prior that results in an adjustment to the effective date of Conversion Ratio (and the Conversion Price) as soon as reasonably practicable following such reclassification, statutory unit exchange, consolidation, merger, combination, sale transaction or conveyanceevent. (C) If the Partnership proposes to distribute to holders of its Partnership Interests any equity interests of the Partnership, evidences of indebtedness or other non-cash assets, or rights or warrants (excluding distributions and rights or warrants referred to in subsection (A) above of this Section 5.12) (such capital stock, evidences of indebtedness or other non-cash assets, or rights or warrants, “Property”), the aggregate fair market value of such Property shall be determined by the Board of Directors (whose determination shall be conclusive and set forth in a resolution of the Board of Directors). Such Property will then be distributed pursuant to Sections 6.4 and 6.5 as if it were Available Cash (from Operating Surplus or Capital Surplus as determined pursuant to the provisions of Section 6.3 or 6.5, respectively).

Distributions, Combinations and Subdivisions; Other Adjustments. The Conversion Ratio (and the Conversion Price) shall be subject to adjustment from time to time hereafter solely for purposes of applying Section 5.10(b)(ix)(A), as follows; it being intended that such adjustments to the Conversion Ratio (and the Conversion Price) are to be made in order to avoid unintended dilution or anti-dilution as a result of certain transactions in which Common Units are issued, redeemed or exchanged without a corresponding issuance, redemption or exchange of Class B Convertible Preferred Units: (A) If (i) In case the Partnership issues rightsshall, warrants at any time or appreciation rights from time to time prior to conversion of all Class B Convertible Preferred Units, (1) make a distribution on the outstanding Common Units, in Common Units, (2) split or subdivide the outstanding Common Units into a larger number of Common Units, (3) effect a reverse unit split or otherwise combine the outstanding Common Units into a smaller number of Common Units, or (4) issue by reclassification of the Common Units into any units of Partnership Interests, then, and in each such case, the Conversion Ratio (and the Conversion Price) in effect immediately prior to such event or the Record Date therefor, whichever is earlier, shall be adjusted so that the holder of any Class B Convertible Preferred Units thereafter surrendered for conversion shall be entitled to receive the Common Units that such holder would have been entitled to receive after the happening of any of the events described above, had such Class B Convertible Preferred Units been converted immediately prior to the happening of such event or the Record Date therefor, whichever is earlier. An adjustment made pursuant to this Section 5.10(b)(xiii)(A) shall become effective (1) in the case of any such distribution, immediately after the close of business on the Record Date for the determination of holders of its Common Units entitled to receive such distribution, or (2) in the case of any such subdivision, reclassification, reverse unit split or combination, at the close of business on the day upon which such action becomes effective. (B) In case the Partnership shall, at any time or from time to time prior to conversion of all Class B Convertible Preferred Units, declare, order, pay or make a distribution (including any distribution of units or other securities or property or rights or warrants to subscribe for securities of the Partnership entitling them for a period of not more than 60 calendar days holders thereof to subscribe for or purchase Common Units such securities at a price per unit less than the Current Market Price fair market value of such securities, by way of distribution or spin-off) on its Common Units, other than regular and customary quarterly distributions by the Partnership of Available Cash, then, and in each such case, the Conversion Ratio (and the Conversion Price) shall be adjusted so that the holder of each Class B Convertible Preferred Unit shall be entitled to receive, upon the conversion thereof, the number of Common Units determined by multiplying (1) the applicable Conversion Ratio on the day immediately prior to the Record Date fixed for the determination of Common Unit holders entitled to receive such distribution by (2) a fraction, the numerator of which shall be the 30-day VWAP per Common Unit on such Record Date, and the denominator of which shall be such 30-day VWAP per Common Unit on such Record Date less the fair market value (as determined in good faith by resolution of the Board of Directors) of such distribution allocable to one Common Unit. An adjustment made pursuant to this Section 5.10(b)(xiii)(B) shall be made upon the opening of business on the next Business Day immediately preceding following the date on which any such distribution is made and shall be effective retroactively immediately after the close of announcement business on the Record Date fixed for the determination of Common Unit holders entitled to receive such issuance or distribution. (iiC) In case the Partnership shall, at any time or any Subsidiary from time to time prior to conversion of the Partnership distributes cash or other consideration in respect of all Class B Convertible Preferred Units, make a tender offer or exchange offer made by the Partnership or any Subsidiary of the Partnership for all or any portion of the Common Units where at a price per Common Unit greater than the sum of the aggregate amount of such cash distributed and the aggregate fair market value (as determined by the Board of Directors, whose determination shall be conclusive and set forth in a resolution of the Board of Directors), 30-day VWAP per Common Unit as of the Expiration Date (as defined below), date of such other consideration distributed expressed as an repurchase (the number of Common Units so repurchased, multiplied by the amount by which such price per Common Unit validly tendered or exchanged, and accepted for purchase, pursuant to such tender offer or exchange offer as of the last time at which tenders or exchanges could have been made pursuant to such tender offer or exchange offer (such tendered or exchanged Common Units, the “Purchased Units”) exceeds the Current Market Price 30-day VWAP per Common Unit on the first Trading Day immediately following the last date (as of such last date, being referred to in this Section 5.10(b)(xiii)(C) as the “Expiration Date”Excess (D) on which tenders or conversions could have been made pursuant to such tender offer or exchange offer (as the same may be amended through the Expiration DateFor purposes of this Section 5.10(b)(xiii), the number of Common Units at any time outstanding shall not include any Common Units then in each such case owned or held by or for the Partnership will make proper provision such that such subscription, purchase, tender offer or exchange offer account of the Partnership. (E) In the event the number of Common Units to which a holder is made to the entitled upon conversion of its Class C B Convertible Preferred Units as if is not equal to a whole number, the holder shall be paid (1) that number of Common Units which equals the nearest whole number less than such amount plus (2) an amount of cash which the General Partner determines, in its reasonable discretion, to represent the fair value of the remaining fractional Common Unit which would otherwise be payable to such holder. (F) The General Partner shall provide notice to holders of the Class C B Convertible Preferred Units were Common Units and receive following the same rights, warrants, appreciation rights, cash occurrence of any transaction or other consideration, as the case may be, per Class C Convertible Preferred Unit as would be payable to a Common Unit. (Bevent described in this Section 5.10(b)(xiii) If (1) there shall occur (a) any reclassification of the Common Units (other than a change as a result of a subdivision or combination of the Common Units); (b) a statutory unit exchange, consolidation, merger or combination involving the Partnership other than a merger that results in which the Partnership is the continuing partnership and which does not result in any reclassification of, or change (other than as a result of a subdivision or combination pursuant an adjustment to the final sentence of Section 5.9(aConversion Ratio (and the Conversion Price) above) in, outstanding Common Units; or (c) a sale or conveyance as an entirety or substantially soon as an entirety of the property and assets of the Partnership, directly or indirectly, to another Person; and (2) pursuant to such reclassification, statutory unit exchange, consolidation, merger, combination, sale or conveyance, outstanding Common Units are converted or exchanged into or for stock (other than Common Units), other securities, other property, assets or cash, then the Partnership, or such successor or surviving, purchasing or transferee Person, as the case may be, shall, as a condition precedent to such reclassification, statutory unit exchange, consolidation, merger, combination, sale or conveyance, execute an amendment to this Agreement providing that, at and after the effective time of such reclassification, statutory unit exchange, consolidation, sale or conveyance, the right to convert a Class C Convertible Preferred Unit will be changed into a right to convert it into the kind and amount of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a Common Unit immediately prior to such reclassification, statutory unit exchange, consolidation, merger, combination, sale or conveyance would have owned or been entitled to receive (the “Reference Property”) upon reasonably practicable following such transaction immediately prior to such reclassification, statutory unit exchange, consolidation, merger, combination, sale or conveyance. If the reclassification, statutory unit exchange, consolidation, merger, combination, sale or conveyance causes the Common Units to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of election), the Reference Property into which the Class C Convertible Preferred Units will be convertible will be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Units that affirmatively make such an election. None of the foregoing provisions shall affect the right of a holder of Class C Convertible Preferred Units to convert its Class C Convertible Preferred Units in accordance with the provisions of Section 5.12(b)(vii) prior to the effective date of such reclassification, statutory unit exchange, consolidation, merger, combination, sale or conveyanceevent. (C) If the Partnership proposes to distribute to holders of its Partnership Interests any equity interests of the Partnership, evidences of indebtedness or other non-cash assets, or rights or warrants (excluding distributions and rights or warrants referred to in subsection (A) above of this Section 5.12) (such capital stock, evidences of indebtedness or other non-cash assets, or rights or warrants, “Property”), the aggregate fair market value of such Property shall be determined by the Board of Directors (whose determination shall be conclusive and set forth in a resolution of the Board of Directors). Such Property will then be distributed pursuant to Sections 6.4 and 6.5 as if it were Available Cash (from Operating Surplus or Capital Surplus as determined pursuant to the provisions of Section 6.3 or 6.5, respectively).