Common use of Exchange Offers Clause in Contracts

Exchange Offers. Neither the General Partner nor its Affiliates will make or cause to be made any offer to a Unit Holder to exchange such Unit Holder's Units for a security unless: (a) such offer is made after the expiration of two years after such Partnership commenced operations; (b) such offer is made to all Unit Holders; (c) such offer is on a basis no more advantageous to the General Partner, exchange offeror or underwriter of the offer and their respective affiliates, than to Unit Holders, provided, however, that the foregoing clause shall not prohibit, if permitted under applicable state and self-regulatory organization guidelines: (i) compensation (including the issuance of securities) to such persons in exchange for such persons' other balance sheet assets (non-Partnership interests) for inclusion of the General Partner in the exchange offer or tender of other balance sheet assets of the General Partner, underwriter or their affiliates, based upon exchange valuation principles consistent with these guidelines; (ii) compensation to an underwriter for services in connection with the offer provided, however, that no compensation shall be payable to an underwriter for the tender of interests by the exchange offeror, its affiliates or the underwriter; and(iii) compensation that may be permitted under subparagraph (g) below; (d) payments for services rendered by any Person in connection with the exchange are fully supportable, actual and necessary; (e) in computing the exchange ratio, the value of reserves used is supported by an appraisal prepared by an independent petroleum consultant as of the most current feasible date, and the value of all other material balance sheet assets, including undeveloped acreage, is at fair market value as determined by an independent qualified appraiser; (f) the offer is made pursuant to all registration requirements under both federal and state laws; (g) if the exchange offeror is a corporation, the offer is made in compliance with applicable NASAA Guidelines for corporate securities and may not allow a security with different rights and privileges to be issued to the General Partner or its Affiliates unless there is justification therefor; (h) the offer does not allow for an accelerated reversionary interest to the General Partner without regard to the existing payout provisions; (i) additional shares or units to be issued pursuant to future reevaluation of properties include reevaluation of similar properties held by Unit Holders; (j) there will be no overrides newly established to the General Partner, exchange offeror, or affiliates on leases to be part of the exchange and any overrides to be established to non-affiliates on such leases and the basis therefor are disclosed in detail; (k) all properties to be exchanged are to be evaluated on the same basis or standard of evaluation; and (1) material properties of the General Partner or its Affiliates to be exchanged have complete cost disclosure; provided, however, that the General Partner may avoid any of such conditions and restrictions for which waivers or consents are obtained from appropriate state securities administrators or agencies. Notwithstanding the foregoing, neither the General Partner nor its Affiliates shall have any obligation to make any exchange offer to Unit Holders.

Exchange Offers. Neither the General Partner nor its Affiliates will make or cause to be made any offer to a Unit Holder to exchange such Unit Holder's Units for a security unless: (a) such offer is made after the expiration of two years after such Partnership commenced operations; (b) such offer is made to all Unit Holders; (c) such offer is on a basis no more advantageous to the General Partner, exchange offeror or underwriter of the offer and their respective affiliates, than to Unit Holders, provided, however, that the foregoing clause shall not prohibit, if permitted under applicable state and self-regulatory organization guidelines: (i) compensation i)compensation (including the issuance of securities) to such persons in exchange for such persons' other balance sheet assets (non-Partnership interests) for inclusion of the General Partner in the exchange offer or tender of other balance sheet assets of the General Partner, underwriter or their affiliates, based upon exchange valuation principles consistent with these guidelines; (ii) compensation to an underwriter for services in connection with the offer provided, however, that no compensation shall be payable to an underwriter for the tender of interests by the exchange offeror, its affiliates or the underwriter; and(iiiand (iii) compensation that may be permitted under subparagraph (g) below; (d) payments for services rendered by any Person in connection with the exchange are fully supportable, actual and necessary; (e) in computing the exchange ratio, the value of reserves used is supported by an appraisal prepared by an independent petroleum consultant as of the most current feasible date, and the value of all other material balance sheet assets, including undeveloped acreage, is at fair market value as determined by an independent qualified appraiser; (f) the offer is made pursuant to all registration requirements under both federal and state laws; (g) if the exchange offeror is a corporation, the offer is made in compliance with applicable NASAA Guidelines for corporate securities and may not allow a security with different rights and privileges to be issued to the General Partner or its Affiliates unless there is justification therefor; (h) the offer does not allow for an accelerated reversionary interest to the General Partner without regard to the existing payout provisions; (i) additional shares or units to be issued pursuant to future reevaluation of properties include reevaluation of similar properties held by Unit Holders; (j) there will be no overrides newly established to the General Partner, exchange offeror, or affiliates on leases to be part of the exchange and any overrides to be established to non-affiliates on such leases and the basis therefor are disclosed in detail; (k) all properties to be exchanged are to be evaluated on the same basis or standard of evaluation; and (1) material properties of the General Partner or its Affiliates to be exchanged have complete cost disclosure; provided, however, that the General Partner may avoid any of such conditions and restrictions for which waivers or consents are obtained from appropriate state securities administrators or agencies. Notwithstanding the foregoing, neither the General Partner nor its Affiliates shall have any obligation to make any exchange offer to Unit Holders.

Exchange Offers. Neither the General Partner nor its Affiliates will make or cause to be made any offer to a Unit Holder to exchange such Unit Holder's his Units for a security unless: (a) such offer is made after the expiration of two years after such the Partnership commenced operations; (b) such offer is made to all Unit Holders; (c) such offer is on a basis no more advantageous to the General Partner, exchange offeror or underwriter of the offer and their respective affiliates, than to Unit Holders, provided, however, that the foregoing clause shall not prohibit, if permitted under applicable state and self-regulatory organization guidelines: (i) compensation (including the issuance of securities) to such persons in exchange for such persons' other balance sheet assets (non-Partnership nonpartnership interests) for inclusion of the General Partner in the exchange offer or tender of other balance sheet assets of the General Partner, underwriter or their affiliates, based upon exchange valuation principles consistent with these guidelines; (ii) compensation to an underwriter for services in connection with the offer provided, however, that no compensation shall be payable to an underwriter for the tender of interests by the exchange offeror, its affiliates or the underwriter; and(iiiand (iii) compensation that may be permitted under subparagraph (g) below; (d) payments for services rendered by any Person in connection with the exchange are fully supportable, actual and necessary; (e) in computing the exchange ratio, the value of reserves used is supported by an appraisal prepared by an independent petroleum consultant as of the most current feasible date, and the value of all other material balance sheet assets, including undeveloped acreage, is at fair market value as determined by an independent qualified appraiser; (f) the offer is made pursuant to all registration requirements under both federal and state laws; (g) if the exchange offeror is a corporation, the offer is made in compliance with applicable NASAA Guidelines for corporate securities and may not allow a security with different rights and privileges to be issued to the General Partner or its Affiliates unless there is justification thereforthere for; (h) the offer does not allow for an accelerated reversionary interest to the General Partner without regard to the existing payout provisions; (i) additional shares or units to be issued pursuant to future reevaluation of properties include reevaluation of similar properties held by Unit Holders; (j) there will be no overrides newly established to the General Partner, exchange offeror, or affiliates on leases to be part of the exchange and any overrides to be established to non-affiliates on such leases and the basis therefor are disclosed in detail; (k) all properties to be exchanged are to be evaluated on the same basis or standard of evaluation; and (1l) material properties of the General Partner or its Affiliates to be exchanged have complete cost disclosure; provided, however, that the General Partner may avoid any of such conditions and restrictions for which waivers or consents are obtained from appropriate state securities administrators or agencies. Notwithstanding the foregoing, neither the General Partner nor its Affiliates shall have any obligation to make any exchange offer to Unit Holders.

Exchange Offers. Neither the General Partner nor its Affiliates will make or cause to be made any offer to a Unit Holder to exchange such Unit Holder's Units for a security unless: (a) such offer is made after the expiration of two years after such Partnership commenced operations; (b) such offer is made to all Unit Holders; (c) such offer is on a basis no more advantageous to the General Partner, exchange offeror or underwriter of the offer and their respective affiliates, than to Unit Holders, provided, however, that the foregoing clause shall not prohibit, if permitted under applicable state and self-regulatory organization guidelines: (i) compensation (including the issuance of securities) to such persons in exchange for such persons' other balance sheet assets (non-Partnership interests) for inclusion of the General Partner in the exchange offer or tender of other balance sheet assets of the General Partner, underwriter or their affiliates, based upon exchange valuation principles consistent with these guidelines; (ii) compensation to an underwriter for services in connection with the offer provided, however, that no compensation shall be payable to an underwriter for the tender of interests by the exchange offeror, its affiliates or the underwriter; and(iiiand (iii) compensation that may be permitted under subparagraph (g) below; (d) payments for services rendered by any Person in connection with the exchange are fully supportable, actual and necessary; (e) in computing the exchange ratio, the value of reserves used is supported by an appraisal prepared by an independent petroleum consultant as of the most current feasible date, and the value of all other material balance sheet assets, including undeveloped acreage, is at fair market value as determined by an independent qualified appraiser; (f) the offer is made pursuant to all registration requirements under both federal and state laws; (g) if the exchange offeror is a corporation, the offer is made in compliance with applicable NASAA Guidelines for corporate securities and may not allow a security with different rights and privileges to be issued to the General Partner or its Affiliates unless there is justification therefor; (h) the offer does not allow for an accelerated reversionary interest to the General Partner without regard to the existing payout provisions; (i) additional shares or units to be issued pursuant to future reevaluation of properties include reevaluation of similar properties held by Unit Holders; (j) there will be no overrides newly established to the General Partner, exchange offeror, or affiliates on leases to be part of the exchange and any overrides to be established to non-affiliates on such leases and the basis therefor are disclosed in detail; (k) all properties to be exchanged are to be evaluated on the same basis or standard of evaluation; and (1) material properties of the General Partner or its Affiliates to be exchanged have complete cost disclosure; provided, however, that the General Partner may avoid any of such conditions and restrictions for which waivers or consents are obtained from appropriate state securities administrators or agencies. Notwithstanding the foregoing, neither the General Partner nor its Affiliates shall have any obligation to make any exchange offer to Unit Holders.