Common use of Limited Preemptive Rights Clause in Contracts

Limited Preemptive Rights. Except as provided in this Section 4.4 and Section 4.3, no Person shall have any preemptive, preferential or other similar right with respect to (a) additional Capital Contributions; (b) issuance or sale of any class or series of Units, IDRs or other Partnership Securities, whether unissued, held in the treasury or hereafter created; (c) issuance of any obligations, evidences of indebtedness or other securities of the Partnership convertible into or exchangeable for, or carrying or accompanied by any rights to receive, purchase or subscribe to, any such Units, IDRs or other Partnership Securities; (d) issuance of any right of subscription to or right to receive, or any warrant or option for the purchase of, any such Units, IDRs or other Partnership Securities; or (e) issuance or sale of any other securities that may be issued or sold by the Partnership. The General Partner shall have the right, which it may from time to time assign in whole or in part to any of its Affiliates, to purchase Units, IDRs or other Partnership Securities from the Partnership whenever, and on the same terms that, the Partnership issues Units, IDRs or other Partnership Securities to Persons other than the General Partner and its Affiliates, to the extent necessary to maintain the Percentage Interests of the General Partner and its Affiliates equal to that which existed immediately prior to the issuance of such Units, IDRs or other Partnership Securities. Notwithstanding the type of Partnership Securities issued by the Partnership to Persons other than the General Partner and its Affiliates, the right of the General Partner and its Affiliates to purchase Units, IDRs or other Partnership Securities pursuant to the immediately preceding sentence may be exercised through the purchase of General Partner Units (based on a value which is proportionate to the price for which the Partnership Securities are issued to such Persons) in an amount necessary to maintain the Percentage Interest of the General Partner and its Affiliates with respect to the General Partner Interest equal to that which existed immediately prior to the issuance of Units, IDRs or other Partnership Securities.

Limited Preemptive Rights. Except (a) If the Company issues to the 399 Stockholders any shares of Common Stock or any securities containing options or rights to acquire any shares of Common Stock or any securities convertible or exchangeable for Common Stock (a "Triggering Issuance"), in each case, after the date hereof, other than pursuant to a Permitted Issuance (as provided defined in the Warrants), other than pursuant to Purchase Rights (as defined in the Warrants) and other than pursuant to any transaction or event in which the provisions of Sections 2C, 2D or 2E of the Warrants would be operative, the Company will offer to sell to each of the CMP Stockholders, if any, a number of such securities ("Preemptive Offered Shares") so that the Ownership Ratio of each such CMP Stockholder immediately after such Triggering Issuance of such securities to the 399 Stockholders would be equal to the Ownership Ratio of each such CMP Stockholder immediately prior to such Triggering Issuance of securities to the 399 Stockholders. The Company shall give at least 30 days' prior written notice to each CMP Stockholder (as of the date such notice is sent) of any proposed Triggering Issuance to the 399 Stockholders, which notice shall disclose in reasonable detail the proposed terms and conditions of such Triggering Issuance, including a proposed closing date (the "Issuance Notice"). Each CMP Stockholder will be entitled to purchase the Preemptive Offered Shares at the same price, on the same terms, and at the same time as the securities are issued to the 399 Stockholders pursuant to such Triggering Issuance by delivery of written notice to the Company of such election within 15 days after delivery of the Issuance Notice (the "Election Notice"); provided, that if more than one type of security (including any debt or hybrid security) was issued to the 399 Stockholders pursuant to such Triggering Issuance, each CMP Stockholder shall, if it exercises its rights pursuant to this Section 4.4 7.18, purchase such securities in the same ratio as issued to the 399 Stockholders pursuant to such Triggering Issuance. If any CMP Stockholder has elected to purchase any Preemptive Offered Shares, the sale of such shares shall be consummated on the proposed closing date set forth in the Issuance Notice or as soon as practical thereafter, but in any event within 10 days after such proposed closing date. In the event that any CMP Stockholder elects to purchase Preemptive Offered Shares, at the request of the CMP Stockholders (which request shall be included in the Election Notice), the Company shall issue to the CMP Stockholders which have elected to purchase Preemptive Offered Shares, in lieu of the securities constituting Preemptive Offered Shares, (a) a warrant substantially in the form of the Warrant for an issuance price per underlying share of Common Stock equal to the per share consideration paid by the 399 Stockholder in such Triggering Issuance or (b) nonvoting securities which shall otherwise be identical in all respects to such securities constituting Preemptive Offered Shares, except that it (i) shall be nonvoting and (ii) shall be convertible into the voting security constituting Preemptive Offered Shares on such terms as are required by the CMP Stockholders in light of the applicable regulatory considerations then prevailing. In the event any CMP Stockholder elects not to exercise its rights pursuant to this Section 4.37.18, no Person fails to timely give an Election Notice or fails to purchase the securities allocated to it at the closing designated therefor by the Company, such CMP Stockholder shall cease to have any preemptive, preferential or other similar right rights hereunder with respect to (a) additional Capital Contributions; (b) issuance or sale of any class or series of Units, IDRs or such Triggering Issuance and no other Partnership Securities, whether unissued, held in the treasury or hereafter created; (c) issuance of any obligations, evidences of indebtedness or other securities of the Partnership convertible into or exchangeable for, or carrying or accompanied by any rights to receive, purchase or subscribe to, any such Units, IDRs or other Partnership Securities; (d) issuance of any right of subscription to or right to receive, or any warrant or option for the purchase of, any such Units, IDRs or other Partnership Securities; or (e) issuance or sale of any other securities that may be issued or sold by the Partnership. The General Partner CMP Stockholder shall have the right, which it may from time to time assign in whole or in part to any of its Affiliates, right to purchase Unitsthe securities offered to such CMP Stockholder. This Section 7.18 will terminate automatically and be of no further force and effect, IDRs or other Partnership upon the consummation of an underwritten public offering registered under the Securities from the Partnership whenever, and on the same terms that, the Partnership issues Units, IDRs or other Partnership Securities to Persons other than the General Partner and its Affiliates, to the extent necessary to maintain the Percentage Interests Act of the General Partner and its Affiliates equal to that which existed immediately prior to the issuance of such Units, IDRs or other Partnership Securities. Notwithstanding the type of Partnership Securities issued by the Partnership to Persons other than the General Partner and its Affiliates, the right of the General Partner and its Affiliates to purchase Units, IDRs or other Partnership Securities pursuant to the immediately preceding sentence may be exercised through the purchase of General Partner Units (based on a value which is proportionate to the price for which the Partnership Securities are issued to such Persons) in an amount necessary to maintain the Percentage Interest of the General Partner and its Affiliates with respect to the General Partner Interest equal to that which existed immediately prior to the issuance of Units, IDRs or other Partnership SecuritiesCommon Stock.

Limited Preemptive Rights. (i) Except as provided in this Section 4.4 and Section 4.3, no Person shall have any preemptive, preferential or other similar right with respect to (aA) additional Capital Contributions; (b) issuance or sale for the conversion of any shares of one class or series of UnitsCommon Stock into shares of another class or series of Common Stock, IDRs or other Partnership Securities(B) as otherwise contemplated pursuant to Section 3A, whether unissued, held in prior to any issuance by the treasury or hereafter created; (c) issuance Company to CVC of any obligationsshares of Common Stock or any securities containing options or rights to acquire any shares of Common Stock or any securities convertible or exchangeable for Common Stock in each case, evidences of indebtedness or other securities after the date hereof ("Proposed Issuance"), the Company will offer to sell to each Registered Holder, in accordance with, the provisions of the Partnership convertible into or exchangeable forSecurities Act, or carrying or accompanied by any rights to receive, purchase or subscribe to, any a number of such Units, IDRs or other Partnership Securities; securities (d"Offered Shares") issuance of any right of subscription to or right to receive, or any warrant or option for so that the purchase of, any such Units, IDRs or other Partnership Securities; or (e) issuance or sale of any other securities that may be issued or sold by the Partnership. The General Partner shall have the right, which it may from time to time assign in whole or in part to any of its Affiliates, to purchase Units, IDRs or other Partnership Securities from the Partnership whenever, and on the same terms that, the Partnership issues Units, IDRs or other Partnership Securities to Persons other than the General Partner and its Affiliates, to the extent necessary to maintain the Percentage Interests of the General Partner and its Affiliates equal to that which existed Ownership Ratio immediately prior to after the issuance of such Unitssecurities for each Registered Holder would be equal to the Ownership Ratio for such Registered Holder immediately prior to such issuance of securities to CVC. The Company shall give each Registered Holder at least fifteen (15) days prior written notice of any Proposed Issuance to CVC, IDRs or other Partnership Securities. Notwithstanding which notice shall disclose in reasonable detail the type proposed terms and conditions of Partnership Securities issued by such issuance and the Partnership to Persons other than the General Partner and its Affiliates, the right number of the General Partner and its Affiliates Offered Shares available for such Registered Holder to purchase Units(the "Issuance Notice"). Each Registered Holder will be entitled to purchase such securities at the same price, IDRs or other Partnership Securities pursuant to on the immediately preceding sentence may be exercised through same terms, and at the purchase of General Partner Units (based on a value which is proportionate to same time as the price for which the Partnership Securities securities are issued to CVC by delivery of written notice to the Company of such Personselection (the "Election Notice") in an amount necessary to maintain the Percentage Interest within fifteen (15) days after delivery of the General Partner and Issuance Notice (the "Election Period"); provided, that if more than one type of security was issued to CVC, each Registered Holder shall, if it exercises its Affiliates with respect rights pursuant to this Section 3B. purchase such securities in the General Partner Interest equal same ratio as issued to that which existed immediately CVC. If any Registered Holder fails to deliver an Election Notice prior to the issuance expiration of Unitsthe Election Period and CVC does not acquire the Offered Shares described in the related Issuance Notice within thirty (30) days after the expiration of the Election Period, IDRs or other Partnership Securitiessuch Offered Shares shall again be subject to the provisions of this Section 3B. If any of the Registered Holders have elected to purchase any Offered Shares, the sale of such Offered Shares shall be consummated as soon as practical (but in any event within ten (10) days) after the delivery of the Election Notice.

Limited Preemptive Rights. Except as provided in this Section 4.4 and Section 4.3, no Person shall have any preemptive, preferential or other similar right with respect to (a) additional Capital Contributions; Except for issuances of shares of Common Stock or Preferred Stock or any securities containing options or rights to acquire any class of Common Stock or Preferred Stock or any securities convertible or exchangeable for Common Stock or Preferred Stock (bcollectively, “Equity Securities”) (i) issued as a dividend or share split of any Common Stock or Preferred Stock then outstanding or (ii) pursuant to a Public Offering, if the Company authorizes the issuance or sale of any class Equity Securities to BRS or series of Units, IDRs or other Partnership Securities, whether unissued, held in the treasury or hereafter created; (c) issuance of any obligations, evidences of indebtedness or other securities of the Partnership convertible into or exchangeable for, or carrying or accompanied by any rights to receive, purchase or subscribe to, any such Units, IDRs or other Partnership Securities; (d) issuance of any right of subscription to or right to receive, or any warrant or option for the purchase of, any such Units, IDRs or other Partnership Securities; or (e) issuance or sale of any other securities that may be issued or sold by the Partnership. The General Partner shall have the right, which it may from time to time assign in whole or in part to any of its AffiliatesAffiliates or Permitted Transferees (other than its Permitted Transferees pursuant to subclause (ii)(C) of Section 4(d)) after the date hereof, the Company shall first offer to sell to each other Stockholder a portion of such Equity Securities equal to the quotient determined by dividing (1) the number of Equity Securities of the applicable class held by such Stockholder by (2) the aggregate number of Equity Securities of the applicable class then held by all Stockholders. The Company shall give each other Stockholder at least 40 days prior written notice of any proposed issuance, which notice shall disclose in reasonable detail the proposed terms and conditions of such issuance (the “Issuance Notice”). Each such Stockholder will be entitled to purchase Unitssuch Equity Securities at the same price, IDRs or other Partnership Securities from the Partnership whenever, and on the same terms that(including, if more than one type of security is issued, the Partnership issues Unitssame proportionate mix of such securities), IDRs and at the same time as the Equity Securities issued or other Partnership Securities sold to Persons other than the General Partner and BRS or any of its Affiliates, Affiliates by delivery of irrevocable written notice to the extent necessary to maintain the Percentage Interests Company of such election within 30 days after delivery of the General Partner and its Affiliates equal Issuance Notice (the “Election Notice”). If any such Stockholder has elected to that which existed immediately prior to purchase any Equity Securities, the issuance sale of such Units, IDRs or other Partnership Securities. Notwithstanding Equity Securities shall be consummated as soon as practical (but in any event within 10 days) after the type of Partnership Securities issued by the Partnership to Persons other than the General Partner and its Affiliates, the right delivery of the General Partner and its Affiliates to purchase Units, IDRs or other Partnership Securities pursuant to the immediately preceding sentence may be exercised through the purchase of General Partner Units (based on a value which is proportionate to the price for which the Partnership Securities are issued to such Persons) in an amount necessary to maintain the Percentage Interest of the General Partner and its Affiliates with respect to the General Partner Interest equal to that which existed immediately prior to the issuance of Units, IDRs or other Partnership SecuritiesElection Notice.

Limited Preemptive Rights. Except as provided in this Section 4.4 and Section 4.3, no Person shall have any preemptive, preferential or other similar right with respect to (a) additional Capital Contributions; (b) issuance or sale of any class or series of Units, IDRs or other Partnership Securities, whether unissued, held in the treasury or hereafter created; (c) issuance of any obligations, evidences of indebtedness or other securities of the Partnership convertible into or exchangeable for, or carrying or accompanied by any rights to receive, purchase or subscribe to, any such Units, IDRs or other Partnership Securities; (d) issuance of any right of subscription to or right to receive, or any warrant or option for the purchase of, any such Units, IDRs or other Partnership Securities; or (e) issuance or sale of any other securities that may be issued or sold by the Partnership. The General Partner shall have the right, which it may from time to time assign in whole or in part to any of its Affiliates, to purchase Units, IDRs or other Partnership Securities from the Partnership whenever, and on the same terms that, the Partnership issues Units, IDRs or other Partnership Securities to Persons other than the General 34 US-DOCS\98994761.5 Partner and its Affiliates, to the extent necessary to maintain the Percentage Interests of the General Partner and its Affiliates equal to that which existed immediately prior to the issuance of such Units, IDRs or other Partnership Securities. Notwithstanding the type of Partnership Securities issued by the Partnership to Persons other than the General Partner and its Affiliates, the right of the General Partner and its Affiliates to purchase Units, IDRs or other Partnership Securities pursuant to the immediately preceding sentence may be exercised through the purchase of General Partner Units (based on a value which is proportionate to the price for which the Partnership Securities are issued to such Persons) in an amount necessary to maintain the Percentage Interest of the General Partner and its Affiliates with respect to the General Partner Interest equal to that which existed immediately prior to the issuance of Units, IDRs or other Partnership Securities.

Limited Preemptive Rights. Except If the Company issues any shares of Common ------------------------- Stock or any securities containing options or rights to acquire any shares of Common Stock or any securities convertible or exchangeable for Common Stock in each case, after the date hereof to CVC, any Permitted Transferee of CVC or any Affiliate of CVC, the Company will offer to sell to each Other Shareholder a number of such securities ("Offered Shares") so that the Ownership Ratio immediately after the issuance -------------- of such securities for each Shareholder would be equal to the Ownership Ratio for such Shareholder immediately prior to such issuance of securities. The Company shall give each Shareholder at least 30 days prior written notice of any proposed issuance, which notice shall disclose in reasonable detail the proposed terms and conditions of such issuance (the "Issuance Notice"). Each Shareholder ---------------- will be entitled to purchase such securities at the same price, on the same terms, and at the same time as provided in the securities are issued by delivery of written notice to the Company of such election within 15 days after delivery of the Issuance Notice (the "Election Notice"); provided, that if more than one type of --------------- -------- security was issued, each Shareholder shall, if it exercises its rights pursuant to this Section 4.4 10, purchase such securities in the same ratio as issued. If any of the Shareholders have elected to purchase any Offered Shares, the sale of such shares shall be consummated as soon as practical (but in any event within 10 days) after the delivery of the Election Notice. In the event that any Shareholder elects to purchase Offered Shares, at such Shareholder's request (which request shall be included in the Election Notice), the Company shall issue to such Shareholders, in lieu of the securities constituting Offered Shares, nonvoting securities which shall otherwise be identical in all respects to such securities constituting Offered Shares, except that it (i) shall be nonvoting, (ii) shall be convertible into a voting security (including the securities constituting Offered Shares) on such terms as are requested by such Shareholder in light of the applicable regulatory considerations then prevailing, and (iii) may not, at Shareholder's request, be a common equity security. In the event any Shareholder elects not to exercise its rights pursuant to this Section 4.310, no Person shall have any preemptive, preferential or other similar right with respect to (a) additional Capital Contributions; (b) issuance or sale of any class or series of Units, IDRs or other Partnership Securities, whether unissued, held in the treasury or hereafter created; (c) issuance of any obligations, evidences of indebtedness or other securities of the Partnership convertible into or exchangeable for, or carrying or accompanied by any rights to receive, purchase or subscribe to, any such Units, IDRs or other Partnership Securities; (d) issuance of any right of subscription to or right to receive, or any warrant or option for the purchase of, any such Units, IDRs or other Partnership Securities; or (e) issuance or sale of any other securities that may be issued or sold by the Partnership. The General Partner Shareholder shall have the right, which it may from time to time assign in whole or in part to any of its Affiliates, right to purchase Units, IDRs or other Partnership Securities from the Partnership wheneversecurities offered to such Shareholder. This Section 10 will terminate automatically, and on be of no further force and effect, upon the same terms that, the Partnership issues Units, IDRs or other Partnership Securities to Persons other than the General Partner and its Affiliates, to the extent necessary to maintain the Percentage Interests consummation of the General Partner and its Affiliates equal to that which existed immediately prior to the issuance of such Units, IDRs or other Partnership Securities. Notwithstanding the type of Partnership Securities issued by the Partnership to Persons other than the General Partner and its Affiliates, the right of the General Partner and its Affiliates to purchase Units, IDRs or other Partnership Securities pursuant to the immediately preceding sentence may be exercised through the purchase of General Partner Units (based on a value which is proportionate to the price for which the Partnership Securities are issued to such Persons) in an amount necessary to maintain the Percentage Interest of the General Partner and its Affiliates with respect to the General Partner Interest equal to that which existed immediately prior to the issuance of Units, IDRs or other Partnership SecuritiesQualified Public Offering.