Common use of Distributions of Available Cash from Capital Surplus Clause in Contracts

Distributions of Available Cash from Capital Surplus. Available Cash that is deemed to be Capital Surplus pursuant to the provisions of Section 6.3(a) shall be distributed, unless the provisions of Section 6.3 require otherwise, to the General Partner and the holders of Common Units, Class A Units, and Subordinated Units, if any, Pro Rata (except that the holders of Class A Units will not be entitled to receive any Hydrocarbon Available Cash), until a hypothetical holder of a Common Unit acquired on the Closing Date has received with respect to such Common Unit distributions of Available Cash that are deemed to be Capital Surplus in an aggregate amount equal to the Initial Unit Price. Available Cash that is deemed to be Capital Surplus shall then be distributed (A) to the General Partner in accordance with its Percentage Interest and (B) to the holders of Common Units, Class A Units, and Subordinated Units, if any, Pro Rata (except that the holders of Class A Units will not be entitled to receive any Hydrocarbon Available Cash), a percentage equal to 100% less the General Partner’s Percentage Interest, until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the Cumulative Common Unit Arrearage. Thereafter, all Available Cash shall be distributed as if it were Operating Surplus and shall be distributed in accordance with Section 6.4.”

Distributions of Available Cash from Capital Surplus. Available Cash that is deemed to be Capital Surplus pursuant to the provisions of Section 6.3(a) shall shall, subject to Section 17-607 of the Delaware Act, be distributed, unless the provisions of Section 6.3 require otherwise, (i) first, (A) to the General Partner in accordance with its Percentage Interest and (B) to all Unitholders holding Series A Preferred Units, Pro Rata, a percentage equal to 100% less the General Partner's Percentage Interest, until there has been distributed in respect of each Series A Preferred Unit then Outstanding an amount equal to the Series A Cumulative Distribution Arrearage, and (ii) thereafter, 100% to the General Partner and the holders of Common Units, Class A Units, and Subordinated Units, if any, Pro Rata (except that the holders of Class A Units will not be entitled to receive any Hydrocarbon Available Cash)all Unitholders in accordance with their respective Fully-Diluted Percentage Interests, until a hypothetical holder of a Common Unit acquired on the Closing Date has received with respect to such Common Unit Unit, during the period since the Closing Date through such date, distributions of Available Cash that are deemed to be Capital Surplus in an aggregate amount equal to the Initial Unit Price. Available Cash that is deemed to be Capital Surplus shall then be distributed (A) to the General Partner in accordance with its Percentage Interest and (B) to the holders of all Unitholders holding Common Units, Class A Units, and Subordinated Units, if any, Pro Rata (except that the holders of Class A Units will not be entitled to receive any Hydrocarbon Available Cash)Rata, a percentage equal to 100% less the General Partner’s 's in Percentage Interest, until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the Cumulative Common Unit Arrearage. Thereafter, all Available Cash shall be distributed as if it were Operating Surplus and shall be distributed in accordance with Section 6.4.”

Distributions of Available Cash from Capital Surplus. Available Cash that is deemed to be Capital Surplus pursuant to the provisions of Section 6.3(a6.1(a) shall shall, subject to Section 51 of the Xxxxxxxx Islands Act, be distributed, subject to Section 5.10(b)(ii) in respect of Class B Convertible Preferred Units and unless the provisions of Section 6.3 6.1 require otherwise, (i) first, 100% to the Unitholders holding Class B Convertible Preferred Units, Pro Rata, until there has been distributed in respect of each Class B Convertible Preferred Unit then Outstanding an aggregate amount from Capital Surplus equal to the Class B Convertible Preferred Unit Liquidation Value (provided, that the holders of the Class B Convertible Preferred Units may, with the approval of the holders of a majority of the Class B Convertible Preferred Units, elect to waive part or all of any distributions under this clause (i)) and (ii) thereafter, 100% to the General Partner and the holders of Common Units, Class A Units, and Subordinated Units, if any, Pro Rata (except that the holders of Class A Units will not be entitled to receive any Hydrocarbon Available Cash)Unitholders in accordance with their respective Percentage Interests, until a hypothetical holder of a Common Unit acquired on the Closing Date has received with respect to such Common Unit Unit, during the period since the Closing Date through such date, distributions of Available Cash that are deemed to be Capital Surplus in an aggregate amount equal to the Initial Unit Price. ; provided, that for the avoidance of doubt, any amounts of Operating Surplus not distributed as Available Cash that is shall not be deemed to be Capital Surplus shall then be distributed (A) to the General Partner in accordance with its Percentage Interest and (B) to the holders of Common UnitsSurplus, Class A Units, and Subordinated Units, if any, Pro Rata (except that the holders of Class A Units will not be entitled to receive any Hydrocarbon Available Cash), a percentage equal to 100% less the General Partner’s Percentage Interest, until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the Cumulative Common Unit Arrearage. Thereafter, all Available Cash shall be distributed as if it were Operating Surplus and shall be distributed in accordance with Section 6.4carried over to subsequent Quarters as Operating Surplus.”

Distributions of Available Cash from Capital Surplus. Available Cash that is deemed to be Capital Surplus pursuant to the provisions of Section 6.3(a) shall shall, subject to Section 17-607 of the Delaware Act, be distributed, unless the provisions of Section 6.3 require otherwise, 98% to all Unitholders, Pro Rata, and 2% to the General Partner and the holders of Common Units, Class A Units, and Subordinated Units, if any, Pro Rata (except that the holders of Class A Units will not be entitled to receive any Hydrocarbon Available Cash)Partner, until a hypothetical holder of a Common Unit acquired on the Closing Date has received with respect to such Common Unit Unit, during the period since the Closing Date through such date, distributions of Available Cash that are deemed to be Capital Surplus in an aggregate amount equal to the Initial Unit Price. Available Cash that is deemed to be Capital Surplus shall then be distributed (A) 98% to all Unitholders holding Common Units, Pro Rata, and 2% to the General Partner in accordance with its Percentage Interest and (B) to the holders of Common Units, Class A Units, and Subordinated Units, if any, Pro Rata (except that the holders of Class A Units will not be entitled to receive any Hydrocarbon Available Cash), a percentage equal to 100% less the General Partner’s Percentage Interest, until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the Cumulative Common Unit Arrearage. Available Cash that is deemed to be Capital Surplus shall then be distributed 98% to all Unitholders holding Class B Units, Pro Rata, and 2% to the General Partner, until there has been distributed in respect of each Class B Unit then Outstanding an amount equal to the Cumulative Class B Unit Arrearage. Thereafter, all Available Cash shall be distributed as if it were Operating Surplus and shall be distributed in accordance with Section 6.4.”

Distributions of Available Cash from Capital Surplus. Available Cash that is deemed to be Capital Surplus pursuant to the provisions of Section 6.3(a) shall shall, subject to Section 17-607 of the Delaware Act, be distributed, unless the provisions of Section 6.3 require otherwise, as follows: (A) to the General Partner in accordance with its Percentage Interest; (B) to all Unitholders holding Class B Units, their Pro Rata share of a percentage equal to (x) 100% less the General Partner’s Percentage Interest, multiplied by (y) a fraction, the numerator of which is the aggregate Unrecovered Initial Unit Price for all Class B Units and the holders denominator of which is the aggregate Unrecovered Initial Unit Price for all Limited Partner Units and (C) to all Unitholders holding Common Units, Class A Units, Units and Subordinated Units, if any, their Pro Rata share of a percentage equal to 100% less the sum of the percentages applicable to subclauses (except that the holders A) and (B) of Class A Units will not be entitled to receive any Hydrocarbon Available Cash)this sentence, until a hypothetical holder of a Common Unit acquired on the Closing Date has received with respect to such Common Unit Unit, during the period since the Closing Date through such date, distributions of Available Cash that are deemed to be Capital Surplus in an aggregate amount equal to the Initial Unit Price. Available Cash that is deemed to be Capital Surplus shall then be distributed (A) to the General Partner in accordance with its Percentage Interest and (B) to the holders of Common Units, Class A Units, and Subordinated Units, if any, Pro Rata (except that the holders of Class A Units will not be entitled to receive any Hydrocarbon Available Cash), a percentage equal to 100% less the General Partner’s Percentage Interest, until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the Cumulative Common Unit Arrearage. Thereafter, all Available Cash shall be distributed as if it were Operating Surplus and shall be distributed in accordance with Section 6.4.”follows:

Distributions of Available Cash from Capital Surplus. Available Cash that is deemed to be Capital Surplus pursuant to the provisions of Section 6.3(a) shall shall, subject to Section 17-607 of the Delaware Act, be distributed, unless the provisions of Section 6.3 require otherwise, 98% to all Unitholders, Pro Rata, and 2% to the General Partner and the holders of Common Units, Class A Units, and Subordinated Units, if any, Pro Rata (except that the holders of Class A Units will not be entitled to receive any Hydrocarbon Available Cash)Partner, until a hypothetical holder of a an Initial Common Unit acquired on the Closing Date has received with respect to such Common Unit Unit, during the period since the Closing Date through such date, distributions of Available Cash that are deemed to be Capital Surplus in an aggregate amount equal to the Initial Unit Price. Available Cash that is deemed to be Capital Surplus shall then be distributed (A) 98% to all Unitholders holding Common Units, Pro Rata, and 2% to the General Partner in accordance with its Percentage Interest and (B) to the holders of Common Units, Class A Units, and Subordinated Units, if any, Pro Rata (except that the holders of Class A Units will not be entitled to receive any Hydrocarbon Available Cash), a percentage equal to 100% less the General Partner’s Percentage Interest, until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the Cumulative Common Unit Arrearage. Thereafter, all Available Cash shall be distributed as if it were Operating Surplus and shall be distributed in accordance with Section 6.4. For purposes of applying this Section 6.5, each Senior Subordinated Unit, each Senior Subordinated Series B Unit and each Senior Subordinated Series C Unit then Outstanding shall be treated as if it had converted into a Common Unit.”

Distributions of Available Cash from Capital Surplus. Available Cash that is deemed to be Capital Surplus pursuant to the provisions of Section 6.3(a6.1(a) shall shall, subject to Section 51 of the Xxxxxxxx Islands Act, be distributed, subject to Section 5.10 (b)(ii) in respect of Class B Convertible Preferred Units and unless the provisions of Section 6.3 6.1 require otherwise, (i) first, 100% to the Unitholders holding Class B Convertible Preferred Units, Pro Rata, until there has been distributed in respect of each Class B Convertible Preferred Unit then Outstanding an aggregate amount from Capital Surplus equal to the Class B Convertible Preferred Unit Redemption Value (provided, that the holders of the Class B Convertible Preferred Units may, with the approval of the holders of a majority of the Class B Convertible Preferred Units, elect to waive part or all of any distributions under this clause (i)) and (ii) thereafter, 100% to the General Partner and the holders of Common Units, Class A Units, and Subordinated Units, if any, Pro Rata (except that the holders of Class A Units will not be entitled to receive any Hydrocarbon Available Cash)Unitholders in accordance with their respective Percentage Interests, until a hypothetical holder of a Common Unit acquired on the Closing Date has received with respect to such Common Unit Unit, during the period since the Closing Date through such date, distributions of Available Cash that are deemed to be Capital Surplus in an aggregate amount equal to the Initial Unit Price. ; provided, that for the avoidance of doubt, any amounts of Operating Surplus not distributed as Available Cash that is shall not be deemed to be Capital Surplus shall then be distributed (A) to the General Partner in accordance with its Percentage Interest and (B) to the holders of Common UnitsSurplus, Class A Units, and Subordinated Units, if any, Pro Rata (except that the holders of Class A Units will not be entitled to receive any Hydrocarbon Available Cash), a percentage equal to 100% less the General Partner’s Percentage Interest, until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the Cumulative Common Unit Arrearage. Thereafter, all Available Cash shall be distributed as if it were Operating Surplus and shall be distributed in accordance with Section 6.4carried over to subsequent Quarters as Operating Surplus.”

Distributions of Available Cash from Capital Surplus. Available Cash that is deemed to be Capital Surplus pursuant to the provisions of Section 6.3(a) shall shall, subject to Section 17-607 of the Delaware Act, be distributed, unless the provisions of Section 6.3 require otherwise, to all Unitholders and the General Partner and the holders of Common Units, Class A Units, and Subordinated Units, if anyPartner, Pro Rata (except that the holders of Class A Units will not be entitled to receive any Hydrocarbon Available Cash)Rata, until a hypothetical holder of a an Initial Common Unit acquired on the Closing Date has received with respect to such Common Unit Unit, during the period since the Closing Date through such date, distributions of Available Cash that are deemed to be Capital Surplus in an aggregate amount equal to the Initial Unit Price. Available Cash that is deemed to be Capital Surplus shall then be distributed (A) to the General Partner in accordance with its Percentage Interest and (B) to the holders of all Unitholders holding Common Units, Class A Units, and Subordinated Units, if any, Pro Rata (except that the holders of Class A Units will not be entitled to receive any Hydrocarbon Available Cash)Rata, a percentage equal to 100% less the General Partner’s Percentage Interest, until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the Cumulative Common Unit Arrearage. Thereafter, all Available Cash shall be distributed as if it were Operating Surplus and shall be distributed in accordance with Section 6.4. For purposes of applying this Section 6.5, each Senior Subordinated Unit, each Senior Subordinated Series C Unit and each Senior Subordinated Series D Unit then Outstanding shall be treated as if it had converted into a Common Unit.”

Distributions of Available Cash from Capital Surplus. Available Cash that is deemed to be Capital Surplus pursuant to the provisions of Section 6.3(a) shall shall, subject to Section 17-607 of the Delaware Act, be distributed, unless the provisions of Section 6.3 require otherwise, 98% to all Unitholders, Pro Rata, and 2% to the General Partner and the holders of Common Units, Class A Units, and Subordinated Units, if any, Pro Rata (except that the holders of Class A Units will not be entitled to receive any Hydrocarbon Available Cash)Partner, until a hypothetical holder of a Common Unit acquired on the Closing Date has received with respect to such Common Unit Unit, during the period since the Closing Date through such date, distributions of Available Cash that are deemed to be Capital Surplus in an aggregate amount equal to the Initial Unit Price. Available Cash that is deemed to be Capital Surplus shall then be distributed (A) 98% to NATURAL RESOURCE PARTNERS L.P. SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP all Unitholders holding Common Units, Pro Rata, and 2% to the General Partner in accordance with its Percentage Interest and (B) to the holders of Common Units, Class A Units, and Subordinated Units, if any, Pro Rata (except that the holders of Class A Units will not be entitled to receive any Hydrocarbon Available Cash), a percentage equal to 100% less the General Partner’s Percentage Interest, until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the Cumulative Common Unit Arrearage. Available Cash that is deemed to be Capital Surplus shall then be distributed 98% to all Unitholders holding Class B Units, Pro Rata, and 2% to the General Partner, until there has been distributed in respect of each Class B Unit then Outstanding an amount equal to the Cumulative Class B Unit Arrearage. Thereafter, all Available Cash shall be distributed as if it were Operating Surplus and shall be distributed in accordance with Section 6.4.”

Distributions of Available Cash from Capital Surplus. Available Cash that is deemed to be Capital Surplus pursuant to the provisions of Section 6.3(a6.1(a) shall shall, subject to Section 51 of the Xxxxxxxx Islands Act, be distributed, subject to Section 5.10(b)(ii) in respect of Class B Convertible Preferred Units and unless the provisions of Section 6.3 6.1 require otherwise, (i) first, 100% to the Unitholders holding Class B Convertible Preferred Units, Pro Rata, until there has been distributed in respect of each Class B Convertible Preferred Unit then Outstanding an aggregate amount from Capital Surplus equal to the Class B Convertible Preferred Unit Redemption Value (provided, that the holders of the Class B Convertible Preferred Units may, with the approval of the holders of a majority of the Class B Convertible Preferred Units, elect to waive part or all of any distributions under this clause (i)) and (ii) thereafter, 100% to the General Partner and the holders of Common Units, Class A Units, and Subordinated Units, if any, Pro Rata (except that the holders of Class A Units will not be entitled to receive any Hydrocarbon Available Cash)Unitholders in accordance with their respective Percentage Interests, until a hypothetical holder of a Common Unit acquired on the Closing Date has received with respect to such Common Unit Unit, during the period since the Closing Date through such date, distributions of Available Cash that are deemed to be Capital Surplus in an aggregate amount equal to the Initial Unit Price. ; provided, that for the avoidance of doubt, any amounts of Operating Surplus not distributed as Available Cash that is shall not be deemed to be Capital Surplus shall then be distributed (A) to the General Partner in accordance with its Percentage Interest and (B) to the holders of Common UnitsSurplus, Class A Units, and Subordinated Units, if any, Pro Rata (except that the holders of Class A Units will not be entitled to receive any Hydrocarbon Available Cash), a percentage equal to 100% less the General Partner’s Percentage Interest, until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the Cumulative Common Unit Arrearage. Thereafter, all Available Cash shall be distributed as if it were Operating Surplus and shall be distributed in accordance with Section 6.4carried over to subsequent Quarters as Operating Surplus.”