Common use of Fractional Rights and Fractional Units Clause in Contracts

Fractional Rights and Fractional Units. (a) The Partnership shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes of this Section 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price for any day shall be the last sale price, regular way, or, if no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case, as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading or, if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by any applicable system then in use or, if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights selected by the General Partner. If on any such date no such market maker is making a market in the Rights, the fair value of the Rights on such date as determined in good faith by the General Partner shall be used. (b) The Partnership shall not issue fractions of Common Units upon exercise of the Rights or distribute certificates or make Book Entries which evidence fractional Common Units. In lieu of issuing fractional Common Units, each fractional Common Unit shall be rounded to the nearest whole Common Unit (and a 0.5 Common Unit shall be rounded to the next higher Common Unit) and the Partnership shall issue to the registered holders of Right Certificates at the time such Rights are exercised as herein provided an additional Common Unit, if necessary, in lieu of issuing fractional Common Units. (c) The holder of a Right by the acceptance of the Right expressly waives his right to receive any fractional Rights or any fractional Units upon exercise of a Right (except as provided above).

Fractional Rights and Fractional Units. (a) The Partnership Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes of this Section 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price for any day shall be the last sale price, regular way, or, if in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either casecase as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Rights are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading or, if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by any applicable NASDAQ or such other system then in use or, if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights selected by the General PartnerBoard of Directors of the Company. If on any such date no such market maker is making a market in the Rights, the fair value of the Rights on such date as determined in good faith by the General Partner Board of Directors of the Company shall be used. (b) The Partnership Company shall not be required to issue fractions of Common Preferred Units (other than fractions which are integral multiples of one one-hundredth of a Preferred Unit) upon exercise of the Rights or to distribute certificates or make Book Entries which evidence fractional Common UnitsPreferred Units (other than fractions which are integral multiples of one one-hundredth of a Preferred Unit). Fractions of Preferred Units in integral multiples of one one-hundredth of a Preferred Unit may, at the election of the Company, be evidenced by depositary receipts, pursuant to an appropriate agreement between the Company and a depositary selected by it; provided, that such agreement shall provide that the holders of such depositary receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the Preferred Units represented by such depositary receipts. In lieu of issuing fractional Common UnitsPreferred Units that are not integral multiples of one one-hundredth of a Preferred Unit, each fractional Common Unit the Company shall be rounded to the nearest whole Common Unit (and a 0.5 Common Unit shall be rounded to the next higher Common Unit) and the Partnership shall issue pay to the registered holders of Right Certificates at the time such Rights are exercised as herein provided an additional Common amount in cash equal to the same fraction of the current market value of one Preferred Unit. For the purposes of this Section 14(b), if necessary, in lieu the current market value of issuing fractional Common Unitsa Preferred Unit shall be the closing price of a Preferred Unit (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of such exercise. (c) The holder of a Right by the acceptance of the Right expressly waives his right to receive any fractional Rights or any fractional Units units upon exercise of a Right (except as provided above).

Fractional Rights and Fractional Units. (a) The Partnership shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes of this Section 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price for any day shall be the last sale price, regular way, or, if in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either casecase as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Rights are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading or, if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by any applicable on Nasdaq or such other market or system then in use or, if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights selected by the General Partner. If on any such date no such market maker is making a market in the Rights, the fair value of the Rights on such date as fair value of the Rights on such date as determined in good faith by the General Partner shall be usedPartner. (b) The Partnership shall not be required to issue fractions of Common Preferred Units (other than fractions which are one one-thousandth or integral multiples of one one-thousandth of a Preferred Unit) upon exercise of the Rights or to distribute certificates or make Book Entries which evidence fractional Common UnitsPreferred Units (other than fractions which are one one-thousandth or integral multiples of one one-thousandth of a Preferred Unit). Fractions of Preferred Units in integral multiples of one one-thousandth of a Preferred Unit may, at the election of the Partnership, be evidenced by depositary receipts, pursuant to an appropriate agreement between the Partnership and a depositary selected by it; provided that such agreement shall provide that the holders of such depositary receipts shall have the rights, privileges and preferences to which they are entitled as beneficial owners of the Preferred Units represented by such depositary receipts. In lieu of issuing fractional Common UnitsPreferred Units that are not one one-thousandth or integral multiples of one one-thousandth of a Preferred Unit, each fractional Common Unit shall be rounded to the nearest whole Common Unit (and a 0.5 Common Unit shall be rounded to the next higher Common Unit) and the Partnership shall issue pay to the registered holders of Right Certificates at the time such Rights are exercised as herein provided an additional Common amount in cash equal to the same fraction of the current market value of one Preferred Unit. For the purposes of this Section 14(b), if necessary, in lieu the current market value of issuing fractional Common Unitsa Preferred Unit shall be the closing price of a Preferred Unit (as determined pursuant to Section 11(d)(ii) hereof) for the Trading Day immediately prior to the date of such exercise. (c) Following the occurrence of one of the transactions or events specified in Section 11 giving rise to the right to receive Partnership Units, unit equivalents (other than Preferred Units) or other securities upon the exercise of a Right, the Partnership shall not be required to issue fractions of such Partnership Units, unit equivalents or other securities upon exercise of the Rights or to distribute certificates which evidence fractions of such Partnership Units, unit equivalents or other securities. In lieu of fractional units of such Partnership Units, unit equivalents or other securities, the Partnership may pay to the registered holders of Right Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a unit of such Partnership Units, unit equivalents or other securities. For purposes of this Section 14(c), the current market value shall be determined in the manner set forth in Section 11(d) hereof for the Trading Day immediately prior to the date of such exercise and, if such unit equivalent is not traded, each such equivalent shall have the value of one one-thousandth of a Preferred Unit. (d) The holder of a Right by the acceptance of the Right expressly waives his right to receive any fractional Rights or any fractional Units unit upon exercise of a Right (except as provided above). The Rights Agent shall not be deemed to have knowledge of, and shall have no duty in respect of, the issuance of fractional Rights or fractional units until it shall have received instructions from the Partnership concerning the issuance of the fractional Rights or fractional units upon which instructions the Rights Agent may conclusively rely.