Common use of LP Merger Clause in Contracts

LP Merger. Subject in each case to Section 2.1(e) and Section 2.1(f), at the Effective Time, by virtue of the LP Merger and without any action on the part of the parties or the holders of any securities of the parties: (A) 6,520,944 Partnership Common Units issued and outstanding immediately prior to the Effective Time and owned by Holdings (the “Sponsor Cash Units”) shall be converted into and shall thereafter represent the right to receive $150,000,000 in cash in the aggregate (the “Cash Consideration”) and each other Partnership Common Unit issued and outstanding immediately prior to the Effective Time owned by the Sponsor or its Subsidiaries (other than the Partnership) (the “Sponsor Equity Units” and, together with the Sponsor Cash Units, the “Sponsor Units”) shall be converted into and shall thereafter represent the right to receive 0.7680 (the “Sponsor Exchange Ratio”) Parent Common Units (the “Sponsor Equity Consideration and, together with the Cash Consideration, the “Sponsor LP Merger Consideration”); and (B) each Partnership Common Unit issued and outstanding immediately prior to the Effective Time (other than the Sponsor Units), shall be converted into and shall thereafter represent the right to receive 0.8700 (the “Public Holder Exchange Ratio”) Parent Common Units (the “Public Holder Merger Consideration,” and together with Sponsor Equity Consideration, the “Equity Consideration”). Upon the exchange of Partnership Common Units for the Equity Consideration in accordance with this Article II, each Person that receives Parent Common Units shall be deemed to have made a capital contribution to Parent, and shall be admitted as a limited partner of Parent and Parent GP hereby consents to such admission.