Common use of Manner of Reclassification Clause in Contracts

Manner of Reclassification. (a) The Reclassification Privilege may be exercised by notice in writing (an “Election Notice”) given not earlier than the 30th day prior to a Series 8 Reclassification Date but not later than 5:00 p.m. (Toronto time) on the 13th day preceding the applicable Series 8 Reclassification Date during usual business hours at any principal office of the Transfer Agent, or such other place or places in Canada as the Partnership may agree, accompanied by (1) payment or evidence of payment of the tax (if any) payable as provided in this Section 5.3; and (2) the certificate or certificates representing the Series 8 Preferred Limited Partnership Units in respect of which the Holder thereof desires to exercise the Reclassification Privilege with the notice of reclassification on the back thereof or other appropriate notice of reclassification duly endorsed by the Holder, or his or her attorney duly authorized in writing, in which Election Notice such Holder may also elect to reclassify part only of the Series 8 Preferred Limited Partnership Units represented by such certificate or certificates not theretofore called for redemption in which event the Partnership will issue and deliver or cause to be delivered to such Holder, at the expense of the Partnership, a new certificate representing the Series 8 Preferred Limited Partnership Units represented by such certificate or certificates that have not been reclassified. Each Election Notice will be irrevocable once received by the Partnership. (b) If the Partnership does not receive an Election Notice from a Holder of Series 8 Preferred Limited Partnership Units during the notice period therefor, then the Series 8 Preferred Limited Partnership Units shall be deemed not to have been reclassified (except in the case of an automatic reclassification pursuant to Section 5.2). (c) In the event the Partnership is required to reclassify all remaining Outstanding Series 8 Preferred Limited Partnership Units into Series 7 Preferred Limited Partnership Units on the applicable Series 8 Reclassification Date as provided for in Section 5.2, the Series 8 Preferred Limited Partnership Units in respect of which the Holders have not previously elected to reclassify will be reclassified on the Series 8 Reclassification Date into Series 7 Preferred Limited Partnership Units and the Holders thereof will be deemed to be Holders of Series 7 Preferred Limited Partnership Units at 5:00 p.m. (Toronto time) on the Series 8 Reclassification Date and will be entitled, upon surrender during usual business hours at any principal office of the Transfer Agent, or such other place or places in Canada as the Partnership may agree, of the certificate or certificates representing Series 8 Preferred Limited Partnership Units not previously provided for reclassification, to receive a certificate or certificates representing the same number of Series 7 Preferred Limited Partnership Units in the manner and subject to the terms and provisions as provided in this Section 5.3. (d) As promptly as practicable after the Series 8 Reclassification Date, the Partnership will issue and deliver, or cause to be delivered to or upon the written order of the Holder of the Series 8 Preferred Limited Partnership Units so reclassified in accordance with this Section 5, a certificate or certificates, issued in the name of, or in such name or names as may be directed by, such Holder representing the number of fully-paid and non-assessable Series 7 Preferred Limited Partnership Units and the number of remaining Series 8 Preferred Limited Partnership Units, if any, to which such Holder is entitled. Such reclassification will be deemed to have been made at 5:00 p.m. (Toronto time) on the Series 8 Reclassification Date, so that the rights of the Holder of such Series 8 Preferred Limited Partnership Units as the Holder thereof will cease at such time and the person or persons entitled to receive the Series 7 Preferred Limited Partnership Units upon such reclassification will be treated for all purposes as having become the Holder or Holders of record of such Series 7 Preferred Limited Partnership Units at such time. (e) The Holder of any Series 8 Preferred Limited Partnership Unit on the record date for any Series 8 Distributions declared payable on such unit will be entitled to such distributions notwithstanding that such unit is reclassified into a Series 7 Preferred Limited Partnership Unit after such record date and on or before the date of the payment of such distribution. (f) The issuance of certificates for the Series 7 Preferred Limited Partnership Units upon the reclassification of Series 8 Preferred Limited Partnership Units will be made without charge to the reclassifying Holders for any fee in respect of the issuance of such certificates or the Series 7 Preferred Limited Partnership Units represented thereby; provided, however, that the Partnership will not be required to pay any tax that may be imposed upon such Holder as a result of the reclassification or the issuance of such certificate representing such Series 7 Preferred Limited Partnership Units or any security transfer taxes, and the Partnership will not be required to issue or deliver a certificate or certificates in a name or names other than that of the Holder of the Series 7 Preferred Limited Partnership Units reclassified unless the person or persons requesting the issuance thereof has paid to the Partnership the amount of any such security transfer tax or has established to the satisfaction of the Partnership that such tax has been paid.

Appears in 5 contracts

Samples: Limited Partnership Agreement (Brookfield Infrastructure Partners L.P.), Limited Partnership Agreement (Brookfield Infrastructure Partners L.P.), Limited Partnership Agreement (Brookfield Infrastructure Partners L.P.)

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Manner of Reclassification. (a) The Reclassification Privilege may be exercised by notice in writing (an “Election Notice”) given not earlier than the 30th day prior to a Series 8 2 Reclassification Date but not later than 5:00 p.m. (Toronto time) on the 13th day preceding the applicable Series 8 2 Reclassification Date during usual business hours at any principal office of the Transfer Agent, or such other place or places in Canada as the Partnership may agree, accompanied by (1) payment or evidence of payment of the tax (if any) payable as provided in this Section 5.3; and (2) the certificate or certificates representing the Series 8 2 Preferred Limited Partnership Units in respect of which the Holder thereof desires to exercise the Reclassification Privilege with the notice of reclassification on the back thereof or other appropriate notice of reclassification duly endorsed by the Holder, or his or her attorney duly authorized in writing, in which Election Notice such Holder may also elect to reclassify part only of the Series 8 2 Preferred Limited Partnership Units represented by such certificate or certificates not theretofore called for redemption in which event the Partnership will issue and deliver or cause to be delivered to such Holder, at the expense of the Partnership, a new certificate representing the Series 8 2 Preferred Limited Partnership Units represented by such certificate or certificates that have not been reclassified. Each Election Notice will be irrevocable once received by the Partnership. (b) If the Partnership does not receive an Election Notice from a Holder of Series 8 2 Preferred Limited Partnership Units during the notice period therefor, then the Series 8 2 Preferred Limited Partnership Units shall be deemed not to have been reclassified (except in the case of an automatic reclassification pursuant to Section 5.2). (c) In the event the Partnership is required to reclassify all remaining Outstanding Series 8 2 Preferred Limited Partnership Units into Series 7 1 Preferred Limited Partnership Units on the applicable Series 8 2 Reclassification Date as provided for in Section 5.2, the Series 8 2 Preferred Limited Partnership Units in respect of which the Holders have not previously elected to reclassify will be reclassified on the Series 8 2 Reclassification Date into Series 7 1 Preferred Limited Partnership Units and the Holders thereof will be deemed to be Holders of Series 7 1 Preferred Limited Partnership Units at 5:00 p.m. (Toronto time) on the Series 8 2 Reclassification Date and will be entitled, upon surrender during usual business hours at any principal office of the Transfer Agent, or such other place or places in Canada as the Partnership may agree, of the certificate or certificates representing Series 8 2 Preferred Limited Partnership Units not previously provided for reclassification, to receive a certificate or certificates representing the same number of Series 7 1 Preferred Limited Partnership Units in the manner and subject to the terms and provisions as provided in this Section 5.3. (d) As promptly as practicable after the Series 8 2 Reclassification Date, the Partnership will issue and deliver, or cause to be delivered to or upon the written order of the Holder of the Series 8 2 Preferred Limited Partnership Units so reclassified in accordance with this Section 5, a certificate or certificates, issued in the name of, or in such name or names as may be directed by, such Holder representing the number of fully-paid and non-assessable Series 7 1 Preferred Limited Partnership Units and the number of remaining Series 8 2 Preferred Limited Partnership Units, if any, to which such Holder is entitled. Such reclassification will be deemed to have been made at 5:00 p.m. (Toronto time) on the Series 8 2 Reclassification Date, so that the rights of the Holder of such Series 8 2 Preferred Limited Partnership Units as the Holder thereof will cease at such time and the person or persons entitled to receive the Series 7 1 Preferred Limited Partnership Units upon such reclassification will be treated for all purposes as having become the Holder or Holders of record of such Series 7 1 Preferred Limited Partnership Units at such time. (e) The Holder of any Series 8 2 Preferred Limited Partnership Unit on the record date for any Series 8 2 Distributions declared payable on such unit will be entitled to such distributions notwithstanding that such unit is reclassified into a Series 7 1 Preferred Limited Partnership Unit after such record date and on or before the date of the payment of such distribution. (f) The issuance of certificates for the Series 7 1 Preferred Limited Partnership Units upon the reclassification of Series 8 2 Preferred Limited Partnership Units will be made without charge to the reclassifying Holders for any fee in respect of the issuance of such certificates or the Series 7 1 Preferred Limited Partnership Units represented thereby; provided, however, that the Partnership will not be required to pay any tax that may be imposed upon such Holder as a result of the reclassification or the issuance of such certificate representing such Series 7 1 Preferred Limited Partnership Units or any security transfer taxes, and the Partnership will not be required to issue or deliver a certificate or certificates in a name or names other than that of the Holder of the Series 7 1 Preferred Limited Partnership Units reclassified unless the person or persons requesting the issuance thereof has paid to the Partnership the amount of any such security transfer tax or has established to the satisfaction of the Partnership that such tax has been paid.

Appears in 5 contracts

Samples: Limited Partnership Agreement (Brookfield Infrastructure Partners L.P.), Limited Partnership Agreement (Brookfield Infrastructure Partners L.P.), Limited Partnership Agreement (Brookfield Infrastructure Partners L.P.)

Manner of Reclassification. (a) The Reclassification Privilege may be exercised by notice in writing (an “Election Notice”) given not earlier than the 30th day prior to a Series 8 7 Reclassification Date but not later than 5:00 p.m. (Toronto time) on the 13th day preceding the applicable Series 8 7 Reclassification Date during usual business hours at any principal office of the Transfer Agent, or such other place or places in Canada as the Partnership may agree, accompanied by (1) payment or evidence of payment of the tax (if any) payable as provided in this Section 5.3; and (2) the certificate or certificates representing the Series 8 7 Preferred Limited Partnership Units in respect of which the Holder thereof desires to exercise the Reclassification Privilege with the notice of reclassification on the back thereof or other appropriate notice of reclassification duly endorsed by the Holder, or his or her attorney duly authorized in writing, in which Election Notice such Holder may also elect to reclassify part only of the Series 8 7 Preferred Limited Partnership Units represented by such certificate or certificates not theretofore called for redemption in which event the Partnership will issue and deliver or cause to be delivered to such Holder, at the expense of the Partnership, a new certificate representing the Series 8 7 Preferred Limited Partnership Units represented by such certificate or certificates that have not been reclassified. Each Election Notice will be irrevocable once received by the Partnership. (b) If the Partnership does not receive an Election Notice from a Holder of Series 8 7 Preferred Limited Partnership Units during the notice period therefor, then the Series 8 7 Preferred Limited Partnership Units shall be deemed not to have been reclassified (except in the case of an automatic reclassification pursuant to Section 5.2). (c) In the event the Partnership is required to reclassify all remaining Outstanding Series 8 7 Preferred Limited Partnership Units into Series 7 8 Preferred Limited Partnership Units on the applicable Series 8 7 Reclassification Date as provided for in Section 5.2, the Series 8 7 Preferred Limited Partnership Units in respect of which the Holders have not previously elected to reclassify will be reclassified on the Series 8 7 Reclassification Date into Series 7 8 Preferred Limited Partnership Units and the Holders thereof will be deemed to be Holders of Series 7 8 Preferred Limited Partnership Units at 5:00 p.m. (Toronto time) on the Series 8 7 Reclassification Date and will be entitled, upon surrender during usual business hours at any principal office of the Transfer Agent, or such other place or places in Canada as the Partnership may agree, of the certificate or certificates representing Series 8 7 Preferred Limited Partnership Units not previously provided for reclassification, to receive a certificate or certificates representing the same number of Series 7 8 Preferred Limited Partnership Units in the manner and subject to the terms and provisions as provided in this Section 5.3. (d) As promptly as practicable after the Series 8 7 Reclassification Date, the Partnership will issue and deliver, or cause to be delivered to or upon the written order of the Holder of the Series 8 7 Preferred Limited Partnership Units so reclassified in accordance with this Section 5, a certificate or certificates, issued in the name of, or in such name or names as may be directed by, such Holder representing the number of fully-paid and non-assessable Series 7 8 Preferred Limited Partnership Units and the number of remaining Series 8 7 Preferred Limited Partnership Units, if any, to which such Holder is entitled. Such reclassification will be deemed to have been made at 5:00 p.m. (Toronto time) on the Series 8 7 Reclassification Date, so that the rights of the Holder of such Series 8 7 Preferred Limited Partnership Units as the Holder thereof will cease at such time and the person or persons entitled to receive the Series 7 8 Preferred Limited Partnership Units upon such reclassification will be treated for all purposes as having become the Holder or Holders of record of such Series 7 8 Preferred Limited Partnership Units at such time. (e) The Holder of any Series 8 7 Preferred Limited Partnership Unit on the record date for any Series 8 7 Distributions declared payable on such unit will be entitled to such distributions notwithstanding that such unit is reclassified into a Series 7 8 Preferred Limited Partnership Unit after such record date and on or before the date of the payment of such distribution. (f) The issuance of certificates for the Series 7 8 Preferred Limited Partnership Units upon the reclassification of Series 8 7 Preferred Limited Partnership Units will be made without charge to the reclassifying Holders for any fee in respect of the issuance of such certificates or the Series 7 8 Preferred Limited Partnership Units represented thereby; provided, however, that the Partnership will not be required to pay any tax that may be imposed upon such Holder as a result of the reclassification or the issuance of such certificate representing such Series 7 8 Preferred Limited Partnership Units or any security transfer taxes, and the Partnership will not be required to issue or deliver a certificate or certificates in a name or names other than that of the Holder of the Series 7 8 Preferred Limited Partnership Units reclassified unless the person or persons requesting the issuance thereof has paid to the Partnership the amount of any such security transfer tax or has established to the satisfaction of the Partnership that such tax has been paid.

Appears in 5 contracts

Samples: Limited Partnership Agreement, Limited Partnership Agreement (Brookfield Infrastructure Partners L.P.), Limited Partnership Agreement (Brookfield Infrastructure Partners L.P.)

Manner of Reclassification. (a) The Reclassification Privilege may be exercised by notice in writing (an “Election Notice”) given not earlier than the 30th day prior to a Series 8 3 Reclassification Date but not later than 5:00 p.m. (Toronto time) on the 13th day preceding the applicable Series 8 3 Reclassification Date during usual business hours at any principal office of the Transfer Agent, or such other place or places in Canada as the Partnership may agree, accompanied by (1) payment or evidence of payment of the tax (if any) payable as provided in this Section 5.3; and (2) the certificate or certificates representing the Series 8 3 Preferred Limited Partnership Units in respect of which the Holder thereof desires to exercise the Reclassification Privilege with the notice of reclassification on the back thereof or other appropriate notice of reclassification duly endorsed by the Holder, or his or her attorney duly authorized in writing, in which Election Notice such Holder may also elect to reclassify part only of the Series 8 3 Preferred Limited Partnership Units represented by such certificate or certificates not theretofore called for redemption in which event the Partnership will issue and deliver or cause to be delivered to such Holder, at the expense of the Partnership, a new certificate representing the Series 8 3 Preferred Limited Partnership Units represented by such certificate or certificates that have not been reclassified. Each Election Notice will be irrevocable once received by the Partnership. (b) If the Partnership does not receive an Election Notice from a Holder of Series 8 3 Preferred Limited Partnership Units during the notice period therefor, then the Series 8 3 Preferred Limited Partnership Units shall be deemed not to have been reclassified (except in the case of an automatic reclassification pursuant to Section 5.2). (c) In the event the Partnership is required to reclassify all remaining Outstanding Series 8 3 Preferred Limited Partnership Units into Series 7 4 Preferred Limited Partnership Units on the applicable Series 8 3 Reclassification Date as provided for in Section 5.2, the Series 8 3 Preferred Limited Partnership Units in respect of which the Holders have not previously elected to reclassify will be reclassified on the Series 8 3 Reclassification Date into Series 7 4 Preferred Limited Partnership Units and the Holders thereof will be deemed to be Holders of Series 7 4 Preferred Limited Partnership Units at 5:00 p.m. (Toronto time) on the Series 8 3 Reclassification Date and will be entitled, upon surrender during usual business hours at any principal office of the Transfer Agent, or such other place or places in Canada as the Partnership may agree, of the certificate or certificates representing Series 8 3 Preferred Limited Partnership Units not previously provided for reclassification, to receive a certificate or certificates representing the same number of Series 7 4 Preferred Limited Partnership Units in the manner and subject to the terms and provisions as provided in this Section 5.3. (d) As promptly as practicable after the Series 8 3 Reclassification Date, the Partnership will issue and deliver, or cause to be delivered to or upon the written order of the Holder of the Series 8 3 Preferred Limited Partnership Units so reclassified in accordance with this Section 5, a certificate or certificates, issued in the name of, or in such name or names as may be directed by, such Holder representing the number of fully-paid and non-assessable Series 7 4 Preferred Limited Partnership Units and the number of remaining Series 8 3 Preferred Limited Partnership Units, if any, to which such Holder is entitled. Such reclassification will be deemed to have been made at 5:00 p.m. (Toronto time) on the Series 8 3 Reclassification Date, so that the rights of the Holder of such Series 8 3 Preferred Limited Partnership Units as the Holder thereof will cease at such time and the person or persons entitled to receive the Series 7 4 Preferred Limited Partnership Units upon such reclassification will be treated for all purposes as having become the Holder or Holders of record of such Series 7 4 Preferred Limited Partnership Units at such time. (e) The Holder of any Series 8 3 Preferred Limited Partnership Unit on the record date for any Series 8 3 Distributions declared payable on such unit will be entitled to such distributions notwithstanding that such unit is reclassified into a Series 7 4 Preferred Limited Partnership Unit after such record date and on or before the date of the payment of such distribution. (f) The issuance of certificates for the Series 7 4 Preferred Limited Partnership Units upon the reclassification of Series 8 3 Preferred Limited Partnership Units will be made without charge to the reclassifying Holders for any fee in respect of the issuance of such certificates or the Series 7 4 Preferred Limited Partnership Units represented thereby; provided, however, that the Partnership will not be required to pay any tax that may be imposed upon such Holder as a result of the reclassification or the issuance of such certificate representing such Series 7 4 Preferred Limited Partnership Units or any security transfer taxes, and the Partnership will not be required to issue or deliver a certificate or certificates in a name or names other than that of the Holder of the Series 7 4 Preferred Limited Partnership Units reclassified unless the person or persons requesting the issuance thereof has paid to the Partnership the amount of any such security transfer tax or has established to the satisfaction of the Partnership that such tax has been paid.

Appears in 5 contracts

Samples: Limited Partnership Agreement (Brookfield Infrastructure Partners L.P.), Limited Partnership Agreement (Brookfield Infrastructure Partners L.P.), Limited Partnership Agreement (Brookfield Infrastructure Partners L.P.)

Manner of Reclassification. (a) The Reclassification Privilege may be exercised by notice in writing (an “Election Notice”) given not earlier than the 30th day prior to a Series 8 4 Reclassification Date but not later than 5:00 p.m. (Toronto time) on the 13th day preceding the applicable Series 8 4 Reclassification Date during usual business hours at any principal office of the Transfer Agent, or such other place or places in Canada as the Partnership may agree, accompanied by (1) payment or evidence of payment of the tax (if any) payable as provided in this Section 5.3; and (2) the certificate or certificates representing the Series 8 4 Preferred Limited Partnership Units in respect of which the Holder thereof desires to exercise the Reclassification Privilege with the notice of reclassification on the back thereof or other appropriate notice of reclassification duly endorsed by the Holder, or his or her attorney duly authorized in writing, in which Election Notice such Holder may also elect to reclassify part only of the Series 8 4 Preferred Limited Partnership Units represented by such certificate or certificates not theretofore called for redemption in which event the Partnership will issue and deliver or cause to be delivered to such Holder, at the expense of the Partnership, a new certificate representing the Series 8 4 Preferred Limited Partnership Units represented by such certificate or certificates that have not been reclassified. Each Election Notice will be irrevocable once received by the Partnership. (b) If the Partnership does not receive an Election Notice from a Holder of Series 8 4 Preferred Limited Partnership Units during the notice period therefor, then the Series 8 4 Preferred Limited Partnership Units shall be deemed not to have been reclassified (except in the case of an automatic reclassification pursuant to Section 5.2). (c) In the event the Partnership is required to reclassify all remaining Outstanding Series 8 4 Preferred Limited Partnership Units into Series 7 3 Preferred Limited Partnership Units on the applicable Series 8 4 Reclassification Date as provided for in Section 5.2, the Series 8 4 Preferred Limited Partnership Units in respect of which the Holders have not previously elected to reclassify will be reclassified on the Series 8 4 Reclassification Date into Series 7 3 Preferred Limited Partnership Units and the Holders thereof will be deemed to be Holders of Series 7 3 Preferred Limited Partnership Units at 5:00 p.m. (Toronto time) on the Series 8 4 Reclassification Date and will be entitled, upon surrender during usual business hours at any principal office of the Transfer Agent, or such other place or places in Canada as the Partnership may agree, of the certificate or certificates representing Series 8 4 Preferred Limited Partnership Units not previously provided for reclassification, to receive a certificate or certificates representing the same number of Series 7 3 Preferred Limited Partnership Units in the manner and subject to the terms and provisions as provided in this Section 5.3. (d) As promptly as practicable after the Series 8 4 Reclassification Date, the Partnership will issue and deliver, or cause to be delivered to or upon the written order of the Holder of the Series 8 4 Preferred Limited Partnership Units so reclassified in accordance with this Section 5, a certificate or certificates, issued in the name of, or in such name or names as may be directed by, such Holder representing the number of fully-paid and non-assessable Series 7 3 Preferred Limited Partnership Units and the number of remaining Series 8 4 Preferred Limited Partnership Units, if any, to which such Holder is entitled. Such reclassification will be deemed to have been made at 5:00 p.m. (Toronto time) on the Series 8 4 Reclassification Date, so that the rights of the Holder of such Series 8 4 Preferred Limited Partnership Units as the Holder thereof will cease at such time and the person or persons entitled to receive the Series 7 3 Preferred Limited Partnership Units upon such reclassification will be treated for all purposes as having become the Holder or Holders of record of such Series 7 3 Preferred Limited Partnership Units at such time. (e) The Holder of any Series 8 4 Preferred Limited Partnership Unit on the record date for any Series 8 4 Distributions declared payable on such unit will be entitled to such distributions notwithstanding that such unit is reclassified into a Series 7 3 Preferred Limited Partnership Unit after such record date and on or before the date of the payment of such distribution. (f) The issuance of certificates for the Series 7 3 Preferred Limited Partnership Units upon the reclassification of Series 8 4 Preferred Limited Partnership Units will be made without charge to the reclassifying Holders for any fee in respect of the issuance of such certificates or the Series 7 3 Preferred Limited Partnership Units represented thereby; provided, however, that the Partnership will not be required to pay any tax that may be imposed upon such Holder as a result of the reclassification or the issuance of such certificate representing such Series 7 3 Preferred Limited Partnership Units or any security transfer taxes, and the Partnership will not be required to issue or deliver a certificate or certificates in a name or names other than that of the Holder of the Series 7 3 Preferred Limited Partnership Units reclassified unless the person or persons requesting the issuance thereof has paid to the Partnership the amount of any such security transfer tax or has established to the satisfaction of the Partnership that such tax has been paid.

Appears in 5 contracts

Samples: Limited Partnership Agreement (Brookfield Infrastructure Partners L.P.), Limited Partnership Agreement (Brookfield Infrastructure Partners L.P.), Limited Partnership Agreement (Brookfield Infrastructure Partners L.P.)

Manner of Reclassification. (a) The Reclassification Privilege may be exercised by notice in writing (an “Election Notice”) given not earlier than the 30th day prior to a Series 8 1 Reclassification Date but not later than 5:00 p.m. (Toronto time) on the 13th day preceding the applicable Series 8 1 Reclassification Date during usual business hours at any principal office of the Transfer Agent, or such other place or places in Canada as the Partnership may agree, accompanied by (1) payment or evidence of payment of the tax (if any) payable as provided in this Section 5.3; and (2) the certificate or certificates representing the Series 8 1 Preferred Limited Partnership Units in respect of which the Holder thereof desires to exercise the Reclassification Privilege with the notice of reclassification on the back thereof or other appropriate notice of reclassification duly endorsed by the Holder, or his or her attorney duly authorized in writing, in which Election Notice such Holder may also elect to reclassify part only of the Series 8 1 Preferred Limited Partnership Units represented by such certificate or certificates not theretofore called for redemption in which event the Partnership will issue and deliver or cause to be delivered to such Holder, at the expense of the Partnership, a new certificate representing the Series 8 1 Preferred Limited Partnership Units represented by such certificate or certificates that have not been reclassified. Each Election Notice will be irrevocable once received by the Partnership. (b) If the Partnership does not receive an Election Notice from a Holder of Series 8 1 Preferred Limited Partnership Units during the notice period therefor, then the Series 8 1 Preferred Limited Partnership Units shall be deemed not to have been reclassified (except in the case of an automatic reclassification pursuant to Section 5.2). (c) In the event the Partnership is required to reclassify all remaining Outstanding Series 8 1 Preferred Limited Partnership Units into Series 7 2 Preferred Limited Partnership Units on the applicable Series 8 1 Reclassification Date as provided for in Section 5.2, the Series 8 1 Preferred Limited Partnership Units in respect of which the Holders have not previously elected to reclassify will be reclassified on the Series 8 1 Reclassification Date into Series 7 2 Preferred Limited Partnership Units and the Holders thereof will be deemed to be Holders of Series 7 2 Preferred Limited Partnership Units at 5:00 p.m. (Toronto time) on the Series 8 1 Reclassification Date and will be entitled, upon surrender during usual business hours at any principal office of the Transfer Agent, or such other place or places in Canada as the Partnership may agree, of the certificate or certificates representing Series 8 1 Preferred Limited Partnership Units not previously provided for reclassification, to receive a certificate or certificates representing the same number of Series 7 2 Preferred Limited Partnership Units in the manner and subject to the terms and provisions as provided in this Section 5.3. (d) As promptly as practicable after the Series 8 1 Reclassification Date, the Partnership will issue and deliver, or cause to be delivered to or upon the written order of the Holder of the Series 8 1 Preferred Limited Partnership Units so reclassified in accordance with this Section 5, a certificate or certificates, issued in the name of, or in such name or names as may be directed by, such Holder representing the number of fully-paid and non-assessable Series 7 2 Preferred Limited Partnership Units and the number of remaining Series 8 1 Preferred Limited Partnership Units, if any, to which such Holder is entitled. Such reclassification will be deemed to have been made at 5:00 p.m. (Toronto time) on the Series 8 1 Reclassification Date, so that the rights of the Holder of such Series 8 1 Preferred Limited Partnership Units as the Holder thereof will cease at such time and the person or persons entitled to receive the Series 7 2 Preferred Limited Partnership Units upon such reclassification will be treated for all purposes as having become the Holder or Holders of record of such Series 7 2 Preferred Limited Partnership Units at such time. (e) The Holder of any Series 8 1 Preferred Limited Partnership Unit on the record date for any Series 8 1 Distributions declared payable on such unit will be entitled to such distributions notwithstanding that such unit is reclassified into a Series 7 2 Preferred Limited Partnership Unit after such record date and on or before the date of the payment of such distribution. (f) The issuance of certificates for the Series 7 2 Preferred Limited Partnership Units upon the reclassification of Series 8 1 Preferred Limited Partnership Units will be made without charge to the reclassifying Holders for any fee in respect of the issuance of such certificates or the Series 7 2 Preferred Limited Partnership Units represented thereby; provided, however, that the Partnership will not be required to pay any tax that may be imposed upon such Holder as a result of the reclassification or the issuance of such certificate representing such Series 7 2 Preferred Limited Partnership Units or any security transfer taxes, and the Partnership will not be required to issue or deliver a certificate or certificates in a name or names other than that of the Holder of the Series 7 2 Preferred Limited Partnership Units reclassified unless the person or persons requesting the issuance thereof has paid to the Partnership the amount of any such security transfer tax or has established to the satisfaction of the Partnership that such tax has been paid.

Appears in 5 contracts

Samples: Limited Partnership Agreement (Brookfield Infrastructure Partners L.P.), Limited Partnership Agreement (Brookfield Infrastructure Partners L.P.), Limited Partnership Agreement (Brookfield Infrastructure Partners L.P.)

Manner of Reclassification. (a) The Subject to the provisions of Section 17, the Reclassification Privilege may be exercised by notice in writing (an “Election Notice”) given not earlier than the 30th day prior to a Series 8 4 Reclassification Date but not later than 5:00 p.m. (Toronto time) on the 13th 15th day preceding the applicable Series 8 4 Reclassification Date during usual business hours at any principal transfer office of the Transfer Agent, or such other place or places in Canada as the Partnership may agree, accompanied by (1) payment or evidence of payment of the tax (if any) payable as provided in this Section 5.3; and (2) the certificate or certificates representing the Series 8 4 Preferred Limited Partnership Units in respect of which the Holder thereof desires to exercise the Reclassification Privilege with the notice of reclassification on the back thereof or other appropriate notice of reclassification duly endorsed by the Holder, or his or her attorney duly authorized in writing, in which Election Notice such Holder may also elect to reclassify part only of the Series 8 4 Preferred Limited Partnership Units represented by such certificate or certificates not theretofore called for redemption in which event the Partnership will issue and deliver or cause to be delivered to such Holder, at the expense of the Partnership, a new certificate representing the Series 8 4 Preferred Limited Partnership Units represented by such certificate or certificates that have not been reclassified. Each Election Notice will be irrevocable once received by the Partnership. (b) If the Partnership does not receive an Election Notice from a Holder of Series 8 4 Preferred Limited Partnership Units during the notice period therefor, then the Series 8 4 Preferred Limited Partnership Units shall be deemed not to have been reclassified (except in the case of an automatic reclassification pursuant to Section 5.2). (c) In Subject to the provisions of Section 17, in the event the Partnership is required to reclassify all remaining Outstanding Series 8 4 Preferred Limited Partnership Units into Series 7 3 Preferred Limited Partnership Units on the applicable Series 8 4 Reclassification Date as provided for in Section 5.2, the Series 8 4 Preferred Limited Partnership Units in respect of which the Holders have not previously elected to reclassify will be reclassified on the Series 8 4 Reclassification Date into Series 7 3 Preferred Limited Partnership Units and the Holders thereof will be deemed to be Holders of Series 7 3 Preferred Limited Partnership Units at 5:00 p.m. (Toronto time) on the Series 8 4 Reclassification Date and will be entitled, upon surrender during usual business hours at any principal transfer office of the Transfer Agent, or such other place or places in Canada as the Partnership may agree, of the certificate or certificates representing Series 8 4 Preferred Limited Partnership Units not previously provided for reclassification, to receive a certificate or certificates representing the same number of Series 7 3 Preferred Limited Partnership Units in the manner and subject to the terms and provisions as provided in this Section 5.3. (d) As Subject to the provisions of Section 17, as promptly as practicable after the Series 8 4 Reclassification Date, the Partnership will issue and deliver, or cause to be delivered to or upon the written order of the Holder of the Series 8 4 Preferred Limited Partnership Units so reclassified in accordance with this Section 5, a certificate or certificates, issued in the name of, or in such name or names as may be directed by, such Holder representing the number of fully-paid and non-assessable Series 7 3 Preferred Limited Partnership Units and the number of remaining Series 8 4 Preferred Limited Partnership Units, if any, to which such Holder is entitled. Such reclassification will be deemed to have been made at 5:00 p.m. (Toronto time) on the Series 8 4 Reclassification Date, so that the rights of the Holder of such Series 8 4 Preferred Limited Partnership Units as the Holder thereof will cease at such time and the person or persons entitled to receive the Series 7 3 Preferred Limited Partnership Units upon such reclassification will be treated for all purposes as having become the Holder or Holders of record of such Series 7 3 Preferred Limited Partnership Units at such time. (e) The Holder of any Series 8 4 Preferred Limited Partnership Unit on the record date for any Series 8 4 Distributions declared payable on such unit will be entitled to such distributions notwithstanding that such unit is reclassified into a Series 7 3 Preferred Limited Partnership Unit after such record date and on or before the date of the payment of such distribution. (f) The Subject to the provisions of Section 17, the issuance of certificates for the Series 7 3 Preferred Limited Partnership Units upon the reclassification of Series 8 4 Preferred Limited Partnership Units will be made without charge to the reclassifying Holders for any fee in respect of the issuance of such certificates or the Series 7 3 Preferred Limited Partnership Units represented thereby; provided, however, that the Partnership will not be required to pay any tax that may be imposed upon such Holder as a result of the reclassification or the issuance of such certificate representing such Series 7 3 Preferred Limited Partnership Units or any security transfer taxes, and the Partnership will not be required to issue or deliver a certificate or certificates in a name or names other than that of the Holder of the Series 7 3 Preferred Limited Partnership Units reclassified unless the person or persons requesting the issuance thereof has paid to the Partnership the amount of any such security transfer tax or has established to the satisfaction of the Partnership that such tax has been paid.

Appears in 4 contracts

Samples: Limited Partnership Agreement (Brookfield Infrastructure Partners L.P.), Limited Partnership Agreement (Brookfield Infrastructure Partners L.P.), Limited Partnership Agreement (Brookfield Infrastructure Partners L.P.)

Manner of Reclassification. (a) The Subject to the provisions of Section 17, the Reclassification Privilege may be exercised by notice in writing (an “Election Notice”) given not earlier than the 30th day prior to a Series 8 2 Reclassification Date but not later than 5:00 p.m. (Toronto time) on the 13th 15th day preceding the applicable Series 8 2 Reclassification Date during usual business hours at any principal transfer office of the Transfer Agent, or such other place or places in Canada as the Partnership may agree, accompanied by (1) payment or evidence of payment of the tax (if any) payable as provided in this Section 5.3; and (2) the certificate or certificates representing the Series 8 2 Preferred Limited Partnership Units in respect of which the Holder thereof desires to exercise the Reclassification Privilege with the notice of reclassification on the back thereof or other appropriate notice of reclassification duly endorsed by the Holder, or his or her attorney duly authorized in writing, in which Election Notice such Holder may also elect to reclassify part only of the Series 8 2 Preferred Limited Partnership Units represented by such certificate or certificates not theretofore called for redemption in which event the Partnership will issue and deliver or cause to be delivered to such Holder, at the expense of the Partnership, a new certificate representing the Series 8 2 Preferred Limited Partnership Units represented by such certificate or certificates that have not been reclassified. Each Election Notice will be irrevocable once received by the Partnership. (b) If the Partnership does not receive an Election Notice from a Holder of Series 8 2 Preferred Limited Partnership Units during the notice period therefor, then the Series 8 2 Preferred Limited Partnership Units shall be deemed not to have been reclassified (except in the case of an automatic reclassification pursuant to Section 5.2). (c) In Subject to the provisions of Section 17, in the event the Partnership is required to reclassify all remaining Outstanding Series 8 2 Preferred Limited Partnership Units into Series 7 1 Preferred Limited Partnership Units on the applicable Series 8 2 Reclassification Date as provided for in Section 5.2, the Series 8 2 Preferred Limited Partnership Units in respect of which the Holders have not previously elected to reclassify will be reclassified on the Series 8 2 Reclassification Date into Series 7 1 Preferred Limited Partnership Units and the Holders thereof will be deemed to be Holders of Series 7 1 Preferred Limited Partnership Units at 5:00 p.m. (Toronto time) on the Series 8 2 Reclassification Date and will be entitled, upon surrender during usual business hours at any principal transfer office of the Transfer Agent, or such other place or places in Canada as the Partnership may agree, of the certificate or certificates representing Series 8 2 Preferred Limited Partnership Units not previously provided for reclassification, to receive a certificate or certificates representing the same number of Series 7 1 Preferred Limited Partnership Units in the manner and subject to the terms and provisions as provided in this Section 5.3. (d) As Subject to the provisions of Section 17, as promptly as practicable after the Series 8 2 Reclassification Date, the Partnership will issue and deliver, or cause to be delivered to or upon the written order of the Holder of the Series 8 2 Preferred Limited Partnership Units so reclassified in accordance with this Section 5, a certificate or certificates, issued in the name of, or in such name or names as may be directed by, such Holder representing the number of fully-paid and non-assessable Series 7 1 Preferred Limited Partnership Units and the number of remaining Series 8 2 Preferred Limited Partnership Units, if any, to which such Holder is entitled. Such reclassification will be deemed to have been made at 5:00 p.m. (Toronto time) on the Series 8 2 Reclassification Date, so that the rights of the Holder of such Series 8 2 Preferred Limited Partnership Units as the Holder thereof will cease at such time and the person or persons entitled to receive the Series 7 1 Preferred Limited Partnership Units upon such reclassification will be treated for all purposes as having become the Holder or Holders of record of such Series 7 1 Preferred Limited Partnership Units at such time. (e) The Holder of any Series 8 2 Preferred Limited Partnership Unit on the record date for any Series 8 2 Distributions declared payable on such unit will be entitled to such distributions notwithstanding that such unit is reclassified into a Series 7 1 Preferred Limited Partnership Unit after such record date and on or before the date of the payment of such distribution. (f) The Subject to the provisions of Section 17, the issuance of certificates for the Series 7 1 Preferred Limited Partnership Units upon the reclassification of Series 8 2 Preferred Limited Partnership Units will be made without charge to the reclassifying Holders for any fee in respect of the issuance of such certificates or the Series 7 1 Preferred Limited Partnership Units represented thereby; provided, however, that the Partnership will not be required to pay any tax that may be imposed upon such Holder as a result of the reclassification or the issuance of such certificate representing such Series 7 1 Preferred Limited Partnership Units or any security transfer taxes, and the Partnership will not be required to issue or deliver a certificate or certificates in a name or names other than that of the Holder of the Series 7 1 Preferred Limited Partnership Units reclassified unless the person or persons requesting the issuance thereof has paid to the Partnership the amount of any such security transfer tax or has established to the satisfaction of the Partnership that such tax has been paid.

Appears in 4 contracts

Samples: Limited Partnership Agreement (Brookfield Infrastructure Partners L.P.), Limited Partnership Agreement (Brookfield Infrastructure Partners L.P.), Limited Partnership Agreement (Brookfield Infrastructure Partners L.P.)

Manner of Reclassification. (a) The Subject to the provisions of Section 17, the Reclassification Privilege may be exercised by notice in writing (an “Election Notice”) given not earlier than the 30th day prior to a Series 8 1 Reclassification Date but not later than 5:00 p.m. (Toronto time) on the 13th 15th day preceding the applicable Series 8 1 Reclassification Date during usual business hours at any principal transfer office of the Transfer Agent, or such other place or places in Canada as the Partnership may agree, accompanied by (1) payment or evidence of payment of the tax (if any) payable as provided in this Section 5.3; and (2) the certificate or certificates representing the Series 8 1 Preferred Limited Partnership Units in respect of which the Holder thereof desires to exercise the Reclassification Privilege with the notice of reclassification on the back thereof or other appropriate notice of reclassification duly endorsed by the Holder, or his or her attorney duly authorized in writing, in which Election Notice such Holder may also elect to reclassify part only of the Series 8 1 Preferred Limited Partnership Units represented by such certificate or certificates not theretofore called for redemption in which event the Partnership will issue and deliver or cause to be delivered to such Holder, at the expense of the Partnership, a new certificate representing the Series 8 1 Preferred Limited Partnership Units represented by such certificate or certificates that have not been reclassified. Each Election Notice will be irrevocable once received by the Partnership. (b) If the Partnership does not receive an Election Notice from a Holder of Series 8 1 Preferred Limited Partnership Units during the notice period therefor, then the Series 8 1 Preferred Limited Partnership Units shall be deemed not to have been reclassified (except in the case of an automatic reclassification pursuant to Section 5.2). (c) In Subject to the provisions of Section 17, in the event the Partnership is required to reclassify all remaining Outstanding Series 8 1 Preferred Limited Partnership Units into Series 7 2 Preferred Limited Partnership Units on the applicable Series 8 1 Reclassification Date as provided for in Section 5.2, the Series 8 1 Preferred Limited Partnership Units in respect of which the Holders have not previously elected to reclassify will be reclassified on the Series 8 1 Reclassification Date into Series 7 2 Preferred Limited Partnership Units and the Holders thereof will be deemed to be Holders of Series 7 2 Preferred Limited Partnership Units at 5:00 p.m. (Toronto time) on the Series 8 1 Reclassification Date and will be entitled, upon surrender during usual business hours at any principal transfer office of the Transfer Agent, or such other place or places in Canada as the Partnership may agree, of the certificate or certificates representing Series 8 1 Preferred Limited Partnership Units not previously provided for reclassification, to receive a certificate or certificates representing the same number of Series 7 2 Preferred Limited Partnership Units in the manner and subject to the terms and provisions as provided in this Section 5.3. (d) As Subject to the provisions of Section 17, as promptly as practicable after the Series 8 1 Reclassification Date, the Partnership will issue and deliver, or cause to be delivered to or upon the written order of the Holder of the Series 8 1 Preferred Limited Partnership Units so reclassified in accordance with this Section 5, a certificate or certificates, issued in the name of, or in such name or names as may be directed by, such Holder representing the number of fully-paid and non-assessable Series 7 2 Preferred Limited Partnership Units and the number of remaining Series 8 1 Preferred Limited Partnership Units, if any, to which such Holder is entitled. Such reclassification will be deemed to have been made at 5:00 p.m. (Toronto time) on the Series 8 1 Reclassification Date, so that the rights of the Holder of such Series 8 1 Preferred Limited Partnership Units as the Holder thereof will cease at such time and the person or persons entitled to receive the Series 7 2 Preferred Limited Partnership Units upon such reclassification will be treated for all purposes as having become the Holder or Holders of record of such Series 7 2 Preferred Limited Partnership Units at such time. (e) The Holder of any Series 8 1 Preferred Limited Partnership Unit on the record date for any Series 8 1 Distributions declared payable on such unit will be entitled to such distributions notwithstanding that such unit is reclassified into a Series 7 2 Preferred Limited Partnership Unit after such record date and on or before the date of the payment of such distribution. (f) The Subject to the provisions of Section 17, the issuance of certificates for the Series 7 2 Preferred Limited Partnership Units upon the reclassification of Series 8 1 Preferred Limited Partnership Units will be made without charge to the reclassifying Holders for any fee in respect of the issuance of such certificates or the Series 7 2 Preferred Limited Partnership Units represented thereby; provided, however, that the Partnership will not be required to pay any tax that may be imposed upon such Holder as a result of the reclassification or the issuance of such certificate representing such Series 7 2 Preferred Limited Partnership Units or any security transfer taxes, and the Partnership will not be required to issue or deliver a certificate or certificates in a name or names other than that of the Holder of the Series 7 2 Preferred Limited Partnership Units reclassified unless the person or persons requesting the issuance thereof has paid to the Partnership the amount of any such security transfer tax or has established to the satisfaction of the Partnership that such tax has been paid.

Appears in 4 contracts

Samples: Limited Partnership Agreement (Brookfield Infrastructure Partners L.P.), Limited Partnership Agreement (Brookfield Infrastructure Partners L.P.), Limited Partnership Agreement (Brookfield Infrastructure Partners L.P.)

Manner of Reclassification. (a) The Subject to the provisions of Section 17, the Reclassification Privilege may be exercised by notice in writing (an “Election Notice”) given not earlier than the 30th day prior to a Series 8 7 Reclassification Date but not later than 5:00 p.m. (Toronto time) on the 13th 15th day preceding the applicable Series 8 7 Reclassification Date during usual business hours at any principal transfer office of the Transfer Agent, or such other place or places in Canada as the Partnership may agree, accompanied by (1) payment or evidence of payment of the tax (if any) payable as provided in this Section 5.3; and (2) the certificate or certificates representing the Series 8 7 Preferred Limited Partnership Units in respect of which the Holder thereof desires to exercise the Reclassification Privilege with the notice of reclassification on the back thereof or other appropriate notice of reclassification duly endorsed by the Holder, or his or her attorney duly authorized in writing, in which Election Notice such Holder may also elect to reclassify part only of the Series 8 7 Preferred Limited Partnership Units represented by such certificate or certificates not theretofore called for redemption in which event the Partnership will issue and deliver or cause to be delivered to such Holder, at the expense of the Partnership, a new certificate representing the Series 8 7 Preferred Limited Partnership Units represented by such certificate or certificates that have not been reclassified. Each Election Notice will be irrevocable once received by the Partnership. (b) If the Partnership does not receive an Election Notice from a Holder of Series 8 7 Preferred Limited Partnership Units during the notice period therefor, then the Series 8 7 Preferred Limited Partnership Units shall be deemed not to have been reclassified (except in the case of an automatic reclassification pursuant to Section 5.2). (c) In Subject to the provisions of Section 17, in the event the Partnership is required to reclassify all remaining Outstanding Series 8 7 Preferred Limited Partnership Units into Series 7 8 Preferred Limited Partnership Units on the applicable Series 8 7 Reclassification Date as provided for in Section 5.2, the Series 8 7 Preferred Limited Partnership Units in respect of which the Holders have not previously elected to reclassify will be reclassified on the Series 8 7 Reclassification Date into Series 7 8 Preferred Limited Partnership Units and the Holders thereof will be deemed to be Holders of Series 7 8 Preferred Limited Partnership Units at 5:00 p.m. (Toronto time) on the Series 8 7 Reclassification Date and will be entitled, upon surrender during usual business hours at any principal transfer office of the Transfer Agent, or such other place or places in Canada as the Partnership may agree, of the certificate or certificates representing Series 8 7 Preferred Limited Partnership Units not previously provided for reclassification, to receive a certificate or certificates representing the same number of Series 7 8 Preferred Limited Partnership Units in the manner and subject to the terms and provisions as provided in this Section 5.3. (d) As Subject to the provisions of Section 17, as promptly as practicable after the Series 8 7 Reclassification Date, the Partnership will issue and deliver, or cause to be delivered to or upon the written order of the Holder of the Series 8 7 Preferred Limited Partnership Units so reclassified in accordance with this Section 5, a certificate or certificates, issued in the name of, or in such name or names as may be directed by, such Holder representing the number of fully-paid and non-assessable Series 7 8 Preferred Limited Partnership Units and the number of remaining Series 8 7 Preferred Limited Partnership Units, if any, to which such Holder is entitled. Such reclassification will be deemed to have been made at 5:00 p.m. (Toronto time) on the Series 8 7 Reclassification Date, so that the rights of the Holder of such Series 8 7 Preferred Limited Partnership Units as the Holder thereof will cease at such time and the person or persons entitled to receive the Series 7 8 Preferred Limited Partnership Units upon such reclassification will be treated for all purposes as having become the Holder or Holders of record of such Series 7 8 Preferred Limited Partnership Units at such time. (e) The Holder of any Series 8 7 Preferred Limited Partnership Unit on the record date for any Series 8 7 Distributions declared payable on such unit will be entitled to such distributions notwithstanding that such unit is reclassified into a Series 7 8 Preferred Limited Partnership Unit after such record date and on or before the date of the payment of such distribution. (f) The Subject to the provisions of Section 17, the issuance of certificates for the Series 7 8 Preferred Limited Partnership Units upon the reclassification of Series 8 7 Preferred Limited Partnership Units will be made without charge to the reclassifying Holders for any fee in respect of the issuance of such certificates or the Series 7 8 Preferred Limited Partnership Units represented thereby; provided, however, that the Partnership will not be required to pay any tax that may be imposed upon such Holder as a result of the reclassification or the issuance of such certificate representing such Series 7 8 Preferred Limited Partnership Units or any security transfer taxes, and the Partnership will not be required to issue or deliver a certificate or certificates in a name or names other than that of the Holder of the Series 7 8 Preferred Limited Partnership Units reclassified unless the person or persons requesting the issuance thereof has paid to the Partnership the amount of any such security transfer tax or has established to the satisfaction of the Partnership that such tax has been paid.

Appears in 4 contracts

Samples: Limited Partnership Agreement (Brookfield Infrastructure Partners L.P.), Limited Partnership Agreement (Brookfield Infrastructure Partners L.P.), Limited Partnership Agreement (Brookfield Renewable Energy Partners L.P.)

Manner of Reclassification. (a) The Subject to the provisions of Section 17, the Reclassification Privilege may be exercised by notice in writing (an “Election Notice”) given not earlier than the 30th day prior to a Series 8 3 Reclassification Date but not later than 5:00 p.m. (Toronto time) on the 13th 15th day preceding the applicable Series 8 3 Reclassification Date during usual business hours at any principal transfer office of the Transfer Agent, or such other place or places in Canada as the Partnership may agree, accompanied by (1) payment or evidence of payment of the tax (if any) payable as provided in this Section 5.3; and (2) the certificate or certificates representing the Series 8 3 Preferred Limited Partnership Units in respect of which the Holder thereof desires to exercise the Reclassification Privilege with the notice of reclassification on the back thereof or other appropriate notice of reclassification duly endorsed by the Holder, or his or her attorney duly authorized in writing, in which Election Notice such Holder may also elect to reclassify part only of the Series 8 3 Preferred Limited Partnership Units represented by such certificate or certificates not theretofore called for redemption in which event the Partnership will issue and deliver or cause to be delivered to such Holder, at the expense of the Partnership, a new certificate representing the Series 8 3 Preferred Limited Partnership Units represented by such certificate or certificates that have not been reclassified. Each Election Notice will be irrevocable once received by the Partnership. (b) If the Partnership does not receive an Election Notice from a Holder of Series 8 3 Preferred Limited Partnership Units during the notice period therefor, then the Series 8 3 Preferred Limited Partnership Units shall be deemed not to have been reclassified (except in the case of an automatic reclassification pursuant to Section 5.2). (c) In Subject to the provisions of Section 17, in the event the Partnership is required to reclassify all remaining Outstanding Series 8 3 Preferred Limited Partnership Units into Series 7 4 Preferred Limited Partnership Units on the applicable Series 8 3 Reclassification Date as provided for in Section 5.2, the Series 8 3 Preferred Limited Partnership Units in respect of which the Holders have not previously elected to reclassify will be reclassified on the Series 8 3 Reclassification Date into Series 7 4 Preferred Limited Partnership Units and the Holders thereof will be deemed to be Holders of Series 7 4 Preferred Limited Partnership Units at 5:00 p.m. (Toronto time) on the Series 8 3 Reclassification Date and will be entitled, upon surrender during usual business hours at any principal transfer office of the Transfer Agent, or such other place or places in Canada as the Partnership may agree, of the certificate or certificates representing Series 8 3 Preferred Limited Partnership Units not previously provided for reclassification, to receive a certificate or certificates representing the same number of Series 7 4 Preferred Limited Partnership Units in the manner and subject to the terms and provisions as provided in this Section 5.3. (d) As Subject to the provisions of Section 17, as promptly as practicable after the Series 8 3 Reclassification Date, the Partnership will issue and deliver, or cause to be delivered to or upon the written order of the Holder of the Series 8 3 Preferred Limited Partnership Units so reclassified in accordance with this Section 5, a certificate or certificates, issued in the name of, or in such name or names as may be directed by, such Holder representing the number of fully-paid and non-assessable Series 7 4 Preferred Limited Partnership Units and the number of remaining Series 8 3 Preferred Limited Partnership Units, if any, to which such Holder is entitled. Such reclassification will be deemed to have been made at 5:00 p.m. (Toronto time) on the Series 8 3 Reclassification Date, so that the rights of the Holder of such Series 8 3 Preferred Limited Partnership Units as the Holder thereof will cease at such time and the person or persons entitled to receive the Series 7 4 Preferred Limited Partnership Units upon such reclassification will be treated for all purposes as having become the Holder or Holders of record of such Series 7 4 Preferred Limited Partnership Units at such time. (e) The Holder of any Series 8 3 Preferred Limited Partnership Unit on the record date for any Series 8 3 Distributions declared payable on such unit will be entitled to such distributions notwithstanding that such unit is reclassified into a Series 7 4 Preferred Limited Partnership Unit after such record date and on or before the date of the payment of such distribution. (f) The Subject to the provisions of Section 17, the issuance of certificates for the Series 7 4 Preferred Limited Partnership Units upon the reclassification of Series 8 3 Preferred Limited Partnership Units will be made without charge to the reclassifying Holders for any fee in respect of the issuance of such certificates or the Series 7 4 Preferred Limited Partnership Units represented thereby; provided, however, that the Partnership will not be required to pay any tax that may be imposed upon such Holder as a result of the reclassification or the issuance of such certificate representing such Series 7 4 Preferred Limited Partnership Units or any security transfer taxes, and the Partnership will not be required to issue or deliver a certificate or certificates in a name or names other than that of the Holder of the Series 7 4 Preferred Limited Partnership Units reclassified unless the person or persons requesting the issuance thereof has paid to the Partnership the amount of any such security transfer tax or has established to the satisfaction of the Partnership that such tax has been paid.

Appears in 4 contracts

Samples: Limited Partnership Agreement (Brookfield Infrastructure Partners L.P.), Limited Partnership Agreement (Brookfield Infrastructure Partners L.P.), Limited Partnership Agreement (Brookfield Infrastructure Partners L.P.)

Manner of Reclassification. (a) The Reclassification Privilege may be exercised by notice in writing (an “Election Notice”) given not earlier than the 30th day prior to a Series 8 5 Reclassification Date but not later than 5:00 p.m. (Toronto time) on the 13th day preceding the applicable Series 8 5 Reclassification Date during usual business hours at any principal office of the Transfer Agent, or such other place or places in Canada as the Partnership may agree, accompanied by (1) payment or evidence of payment of the tax (if any) payable as provided in this Section 5.3; and (2) the certificate or certificates representing the Series 8 5 Preferred Limited Partnership Units in respect of which the Holder thereof desires to exercise the Reclassification Privilege with the notice of reclassification on the back thereof or other appropriate notice of reclassification duly endorsed by the Holder, or his or her attorney duly authorized in writing, in which Election Notice such Holder may also elect to reclassify part only of the Series 8 5 Preferred Limited Partnership Units represented by such certificate or certificates not theretofore called for redemption in which event the Partnership will issue and deliver or cause to be delivered to such Holder, at the expense of the Partnership, a new certificate representing the Series 8 5 Preferred Limited Partnership Units represented by such certificate or certificates that have not been reclassified. Each Election Notice will be irrevocable once received by the Partnership. (b) If the Partnership does not receive an Election Notice from a Holder of Series 8 5 Preferred Limited Partnership Units during the notice period therefor, then the Series 8 5 Preferred Limited Partnership Units shall be deemed not to have been reclassified (except in the case of an automatic reclassification pursuant to Section 5.2). (c) In the event the Partnership is required to reclassify all remaining Outstanding Series 8 5 Preferred Limited Partnership Units into Series 7 6 Preferred Limited Partnership Units on the applicable Series 8 5 Reclassification Date as provided for in Section 5.2, the Series 8 5 Preferred Limited Partnership Units in respect of which the Holders have not previously elected to reclassify will be reclassified on the Series 8 5 Reclassification Date into Series 7 6 Preferred Limited Partnership Units and the Holders thereof will be deemed to be Holders of Series 7 6 Preferred Limited Partnership Units at 5:00 p.m. (Toronto time) on the Series 8 5 Reclassification Date and will be entitled, upon surrender during usual business hours at any principal office of the Transfer Agent, or such other place or places in Canada as the Partnership may agree, of the certificate or certificates representing Series 8 5 Preferred Limited Partnership Units not previously provided for reclassification, to receive a certificate or certificates representing the same number of Series 7 6 Preferred Limited Partnership Units in the manner and subject to the terms and provisions as provided in this Section 5.3. (d) As promptly as practicable after the Series 8 5 Reclassification Date, the Partnership will issue and deliver, or cause to be delivered to or upon the written order of the Holder of the Series 8 5 Preferred Limited Partnership Units so reclassified in accordance with this Section 5, a certificate or certificates, issued in the name of, or in such name or names as may be directed by, such Holder representing the number of fully-paid and non-assessable Series 7 6 Preferred Limited Partnership Units and the number of remaining Series 8 5 Preferred Limited Partnership Units, if any, to which such Holder is entitled. Such reclassification will be deemed to have been made at 5:00 p.m. (Toronto time) on the Series 8 5 Reclassification Date, so that the rights of the Holder of such Series 8 5 Preferred Limited Partnership Units as the Holder thereof will cease at such time and the person or persons entitled to receive the Series 7 6 Preferred Limited Partnership Units upon such reclassification will be treated for all purposes as having become the Holder or Holders of record of such Series 7 6 Preferred Limited Partnership Units at such time. (e) The Holder of any Series 8 5 Preferred Limited Partnership Unit on the record date for any Series 8 5 Distributions declared payable on such unit will be entitled to such distributions notwithstanding that such unit is reclassified into a Series 7 6 Preferred Limited Partnership Unit after such record date and on or before the date of the payment of such distribution. (f) The issuance of certificates for the Series 7 6 Preferred Limited Partnership Units upon the reclassification of Series 8 5 Preferred Limited Partnership Units will be made without charge to the reclassifying Holders for any fee in respect of the issuance of such certificates or the Series 7 6 Preferred Limited Partnership Units represented thereby; provided, however, that the Partnership will not be required to pay any tax that may be imposed upon such Holder as a result of the reclassification or the issuance of such certificate representing such Series 7 6 Preferred Limited Partnership Units or any security transfer taxes, and the Partnership will not be required to issue or deliver a certificate or certificates in a name or names other than that of the Holder of the Series 7 6 Preferred Limited Partnership Units reclassified unless the person or persons requesting the issuance thereof has paid to the Partnership the amount of any such security transfer tax or has established to the satisfaction of the Partnership that such tax has been paid.

Appears in 4 contracts

Samples: Limited Partnership Agreement (Brookfield Infrastructure Partners L.P.), Limited Partnership Agreement (Brookfield Infrastructure Partners L.P.), Limited Partnership Agreement (Brookfield Infrastructure Partners L.P.)

Manner of Reclassification. (a) The Subject to the provisions of Section 17, the Reclassification Privilege may be exercised by notice in writing (an “Election Notice”) given not earlier than the 30th day prior to a Series 8 5 Reclassification Date but not later than 5:00 p.m. (Toronto time) on the 13th 15th day preceding the applicable Series 8 5 Reclassification Date during usual business hours at any principal transfer office of the Transfer Agent, or such other place or places in Canada as the Partnership may agree, accompanied by (1) payment or evidence of payment of the tax (if any) payable as provided in this Section 5.3; and (2) the certificate or certificates representing the Series 8 5 Preferred Limited Partnership Units in respect of which the Holder thereof desires to exercise the Reclassification Privilege with the notice of reclassification on the back thereof or other appropriate notice of reclassification duly endorsed by the Holder, or his or her attorney duly authorized in writing, in which Election Notice such Holder may also elect to reclassify part only of the Series 8 5 Preferred Limited Partnership Units represented by such certificate or certificates not theretofore called for redemption in which event the Partnership will issue and deliver or cause to be delivered to such Holder, at the expense of the Partnership, a new certificate representing the Series 8 5 Preferred Limited Partnership Units represented by such certificate or certificates that have not been reclassified. Each Election Notice will be irrevocable once received by the Partnership. (b) If the Partnership does not receive an Election Notice from a Holder of Series 8 5 Preferred Limited Partnership Units during the notice period therefor, then the Series 8 5 Preferred Limited Partnership Units shall be deemed not to have been reclassified (except in the case of an automatic reclassification pursuant to Section 5.2). (c) In Subject to the provisions of Section 17, in the event the Partnership is required to reclassify all remaining Outstanding Series 8 5 Preferred Limited Partnership Units into Series 7 6 Preferred Limited Partnership Units on the applicable Series 8 5 Reclassification Date as provided for in Section 5.2, the Series 8 5 Preferred Limited Partnership Units in respect of which the Holders have not previously elected to reclassify will be reclassified on the Series 8 5 Reclassification Date into Series 7 6 Preferred Limited Partnership Units and the Holders thereof will be deemed to be Holders of Series 7 6 Preferred Limited Partnership Units at 5:00 p.m. (Toronto time) on the Series 8 5 Reclassification Date and will be entitled, upon surrender during usual business hours at any principal transfer office of the Transfer Agent, or such other place or places in Canada as the Partnership may agree, of the certificate or certificates representing Series 8 5 Preferred Limited Partnership Units not previously provided for reclassification, to receive a certificate or certificates representing the same number of Series 7 6 Preferred Limited Partnership Units in the manner and subject to the terms and provisions as provided in this Section 5.3. (d) As Subject to the provisions of Section 17, as promptly as practicable after the Series 8 5 Reclassification Date, the Partnership will issue and deliver, or cause to be delivered to or upon the written order of the Holder of the Series 8 5 Preferred Limited Partnership Units so reclassified in accordance with this Section 5, a certificate or certificates, issued in the name of, or in such name or names as may be directed by, such Holder representing the number of fully-paid and non-assessable Series 7 6 Preferred Limited Partnership Units and the number of remaining Series 8 5 Preferred Limited Partnership Units, if any, to which such Holder is entitled. Such reclassification will be deemed to have been made at 5:00 p.m. (Toronto time) on the Series 8 5 Reclassification Date, so that the rights of the Holder of such Series 8 5 Preferred Limited Partnership Units as the Holder thereof will cease at such time and the person or persons entitled to receive the Series 7 6 Preferred Limited Partnership Units upon such reclassification will be treated for all purposes as having become the Holder or Holders of record of such Series 7 6 Preferred Limited Partnership Units at such time. (e) The Holder of any Series 8 5 Preferred Limited Partnership Unit on the record date for any Series 8 5 Distributions declared payable on such unit will be entitled to such distributions notwithstanding that such unit is reclassified into a Series 7 6 Preferred Limited Partnership Unit after such record date and on or before the date of the payment of such distribution. (f) The Subject to the provisions of Section 17, the issuance of certificates for the Series 7 6 Preferred Limited Partnership Units upon the reclassification of Series 8 5 Preferred Limited Partnership Units will be made without charge to the reclassifying Holders for any fee in respect of the issuance of such certificates or the Series 7 6 Preferred Limited Partnership Units represented thereby; provided, however, that the Partnership will not be required to pay any tax that may be imposed upon such Holder as a result of the reclassification or the issuance of such certificate representing such Series 7 6 Preferred Limited Partnership Units or any security transfer taxes, and the Partnership will not be required to issue or deliver a certificate or certificates in a name or names other than that of the Holder of the Series 7 6 Preferred Limited Partnership Units reclassified unless the person or persons requesting the issuance thereof has paid to the Partnership the amount of any such security transfer tax or has established to the satisfaction of the Partnership that such tax has been paid.

Appears in 3 contracts

Samples: Limited Partnership Agreement (Brookfield Infrastructure Partners L.P.), Limited Partnership Agreement (Brookfield Infrastructure Partners L.P.), Limited Partnership Agreement (Brookfield Infrastructure Partners L.P.)

Manner of Reclassification. (a) The Subject to the provisions of Section 17, the Reclassification Privilege may be exercised by notice in writing (an “Election Notice”) given not earlier than the 30th day prior to a Series 8 6 Reclassification Date but not later than 5:00 p.m. (Toronto time) on the 13th 15th day preceding the applicable Series 8 6 Reclassification Date during usual business hours at any principal transfer office of the Transfer Agent, or such other place or places in Canada as the Partnership may agree, accompanied by (1) payment or evidence of payment of the tax (if any) payable as provided in this Section 5.3; and (2) the certificate or certificates representing the Series 8 6 Preferred Limited Partnership Units in respect of which the Holder thereof desires to exercise the Reclassification Privilege with the notice of reclassification on the back thereof or other appropriate notice of reclassification duly endorsed by the Holder, or his or her attorney duly authorized in writing, in which Election Notice such Holder may also elect to reclassify part only of the Series 8 6 Preferred Limited Partnership Units represented by such certificate or certificates not theretofore called for redemption in which event the Partnership will issue and deliver or cause to be delivered to such Holder, at the expense of the Partnership, a new certificate representing the Series 8 6 Preferred Limited Partnership Units represented by such certificate or certificates that have not been reclassified. Each Election Notice will be irrevocable once received by the Partnership. (b) If the Partnership does not receive an Election Notice from a Holder of Series 8 6 Preferred Limited Partnership Units during the notice period therefor, then the Series 8 6 Preferred Limited Partnership Units shall be deemed not to have been reclassified (except in the case of an automatic reclassification pursuant to Section 5.2). (c) In Subject to the provisions of Section 17, in the event the Partnership is required to reclassify all remaining Outstanding Series 8 6 Preferred Limited Partnership Units into Series 7 5 Preferred Limited Partnership Units on the applicable Series 8 6 Reclassification Date as provided for in Section 5.2, the Series 8 6 Preferred Limited Partnership Units in respect of which the Holders have not previously elected to reclassify will be reclassified on the Series 8 6 Reclassification Date into Series 7 5 Preferred Limited Partnership Units and the Holders thereof will be deemed to be Holders of Series 7 5 Preferred Limited Partnership Units at 5:00 p.m. (Toronto time) on the Series 8 6 Reclassification Date and will be entitled, upon surrender during usual business hours at any principal transfer office of the Transfer Agent, or such other place or places in Canada as the Partnership may agree, of the certificate or certificates representing Series 8 6 Preferred Limited Partnership Units not previously provided for reclassification, to receive a certificate or certificates representing the same number of Series 7 5 Preferred Limited Partnership Units in the manner and subject to the terms and provisions as provided in this Section 5.3. (d) As Subject to the provisions of Section 17, as promptly as practicable after the Series 8 6 Reclassification Date, the Partnership will issue and deliver, or cause to be delivered to or upon the written order of the Holder of the Series 8 6 Preferred Limited Partnership Units so reclassified in accordance with this Section 5, a certificate or certificates, issued in the name of, or in such name or names as may be directed by, such Holder representing the number of fully-paid and non-assessable Series 7 5 Preferred Limited Partnership Units and the number of remaining Series 8 6 Preferred Limited Partnership Units, if any, to which such Holder is entitled. Such reclassification will be deemed to have been made at 5:00 p.m. (Toronto time) on the Series 8 6 Reclassification Date, so that the rights of the Holder of such Series 8 6 Preferred Limited Partnership Units as the Holder thereof will cease at such time and the person or persons entitled to receive the Series 7 5 Preferred Limited Partnership Units upon such reclassification will be treated for all purposes as having become the Holder or Holders of record of such Series 7 5 Preferred Limited Partnership Units at such time. (e) The Holder of any Series 8 6 Preferred Limited Partnership Unit on the record date for any Series 8 6 Distributions declared payable on such unit will be entitled to such distributions notwithstanding that such unit is reclassified into a Series 7 5 Preferred Limited Partnership Unit after such record date and on or before the date of the payment of such distribution. (f) The Subject to the provisions of Section 17, the issuance of certificates for the Series 7 5 Preferred Limited Partnership Units upon the reclassification of Series 8 6 Preferred Limited Partnership Units will be made without charge to the reclassifying Holders for any fee in respect of the issuance of such certificates or the Series 7 5 Preferred Limited Partnership Units represented thereby; provided, however, that the Partnership will not be required to pay any tax that may be imposed upon such Holder as a result of the reclassification or the issuance of such certificate representing such Series 7 5 Preferred Limited Partnership Units or any security transfer taxes, and the Partnership will not be required to issue or deliver a certificate or certificates in a name or names other than that of the Holder of the Series 7 5 Preferred Limited Partnership Units reclassified unless the person or persons requesting the issuance thereof has paid to the Partnership the amount of any such security transfer tax or has established to the satisfaction of the Partnership that such tax has been paid.

Appears in 3 contracts

Samples: Limited Partnership Agreement (Brookfield Infrastructure Partners L.P.), Limited Partnership Agreement (Brookfield Infrastructure Partners L.P.), Limited Partnership Agreement (Brookfield Infrastructure Partners L.P.)

Manner of Reclassification. (a) The Subject to the provisions of Section 17, the Reclassification Privilege may be exercised by notice in writing (an “Election Notice”) given not earlier than the 30th day prior to a Series 8 Reclassification Date but not later than 5:00 p.m. (Toronto time) on the 13th 15th day preceding the applicable Series 8 Reclassification Date during usual business hours at any principal transfer office of the Transfer Agent, or such other place or places in Canada as the Partnership may agree, accompanied by (1) payment or evidence of payment of the tax (if any) payable as provided in this Section 5.3; and (2) the certificate or certificates representing the Series 8 Preferred Limited Partnership Units in respect of which the Holder thereof desires to exercise the Reclassification Privilege with the notice of reclassification on the back thereof or other appropriate notice of reclassification duly endorsed by the Holder, or his or her attorney duly authorized in writing, in which Election Notice such Holder may also elect to reclassify part only of the Series 8 Preferred Limited Partnership Units represented by such certificate or certificates not theretofore called for redemption in which event the Partnership will issue and deliver or cause to be delivered to such Holder, at the expense of the Partnership, a new certificate representing the Series 8 Preferred Limited Partnership Units represented by such certificate or certificates that have not been reclassified. Each Election Notice will be irrevocable once received by the Partnership. (b) If the Partnership does not receive an Election Notice from a Holder of Series 8 Preferred Limited Partnership Units during the notice period therefor, then the Series 8 Preferred Limited Partnership Units shall be deemed not to have been reclassified (except in the case of an automatic reclassification pursuant to Section 5.2). (c) In Subject to the provisions of Section 17, in the event the Partnership is required to reclassify all remaining Outstanding Series 8 Preferred Limited Partnership Units into Series 7 Preferred Limited Partnership Units on the applicable Series 8 Reclassification Date as provided for in Section 5.2, the Series 8 Preferred Limited Partnership Units in respect of which the Holders have not previously elected to reclassify will be reclassified on the Series 8 Reclassification Date into Series 7 Preferred Limited Partnership Units and the Holders thereof will be deemed to be Holders of Series 7 Preferred Limited Partnership Units at 5:00 p.m. (Toronto time) on the Series 8 Reclassification Date and will be entitled, upon surrender during usual business hours at any principal transfer office of the Transfer Agent, or such other place or places in Canada as the Partnership may agree, of the certificate or certificates representing Series 8 Preferred Limited Partnership Units not previously provided for reclassification, to receive a certificate or certificates representing the same number of Series 7 Preferred Limited Partnership Units in the manner and subject to the terms and provisions as provided in this Section 5.3. (d) As Subject to the provisions of Section 17, as promptly as practicable after the Series 8 Reclassification Date, the Partnership will issue and deliver, or cause to be delivered to or upon the written order of the Holder of the Series 8 Preferred Limited Partnership Units so reclassified in accordance with this Section 5, a certificate or certificates, issued in the name of, or in such name or names as may be directed by, such Holder representing the number of fully-paid and non-assessable Series 7 Preferred Limited Partnership Units and the number of remaining Series 8 Preferred Limited Partnership Units, if any, to which such Holder is entitled. Such reclassification will be deemed to have been made at 5:00 p.m. (Toronto time) on the Series 8 Reclassification Date, so that the rights of the Holder of such Series 8 Preferred Limited Partnership Units as the Holder thereof will cease at such time and the person or persons entitled to receive the Series 7 Preferred Limited Partnership Units upon such reclassification will be treated for all purposes as having become the Holder or Holders of record of such Series 7 Preferred Limited Partnership Units at such time. (e) The Holder of any Series 8 Preferred Limited Partnership Unit on the record date for any Series 8 Distributions declared payable on such unit will be entitled to such distributions notwithstanding that such unit is reclassified into a Series 7 Preferred Limited Partnership Unit after such record date and on or before the date of the payment of such distribution. (f) The Subject to the provisions of Section 17, the issuance of certificates for the Series 7 Preferred Limited Partnership Units upon the reclassification of Series 8 Preferred Limited Partnership Units will be made without charge to the reclassifying Holders for any fee in respect of the issuance of such certificates or the Series 7 Preferred Limited Partnership Units represented thereby; provided, however, that the Partnership will not be required to pay any tax that may be imposed upon such Holder as a result of the reclassification or the issuance of such certificate representing such Series 7 Preferred Limited Partnership Units or any security transfer taxes, and the Partnership will not be required to issue or deliver a certificate or certificates in a name or names other than that of the Holder of the Series 7 Preferred Limited Partnership Units reclassified unless the person or persons requesting the issuance thereof has paid to the Partnership the amount of any such security transfer tax or has established to the satisfaction of the Partnership that such tax has been paid.

Appears in 3 contracts

Samples: Limited Partnership Agreement (Brookfield Infrastructure Partners L.P.), Limited Partnership Agreement (Brookfield Renewable Energy Partners L.P.), Limited Partnership Agreement (Brookfield Renewable Energy Partners L.P.)

Manner of Reclassification. (a) The Reclassification Privilege may be exercised by notice in writing (an “Election Notice”) given not earlier than the 30th day prior to a Series 8 12 Reclassification Date but not later than 5:00 p.m. (Toronto time) on the 13th day preceding the applicable Series 8 12 Reclassification Date during usual business hours at any principal office of the Transfer Agent, or such other place or places in Canada as the Partnership may agree, accompanied by (1) payment or evidence of payment of the tax (if any) payable as provided in this Section 5.3; and (2) the certificate or certificates representing the Series 8 12 Preferred Limited Partnership Units in respect of which the Holder thereof desires to exercise the Reclassification Privilege with the notice of reclassification on the back thereof or other appropriate notice of reclassification duly endorsed by the Holder, or his or her attorney duly authorized in writing, in which Election Notice such Holder may also elect to reclassify part only of the Series 8 12 Preferred Limited Partnership Units represented by such certificate or certificates not theretofore called for redemption in which event the Partnership will issue and deliver or cause to be delivered to such Holder, at the expense of the Partnership, a new certificate representing the Series 8 12 Preferred Limited Partnership Units represented by such certificate or certificates that have not been reclassified. Each Election Notice will be irrevocable once received by the Partnership. (b) If the Partnership does not receive an Election Notice from a Holder of Series 8 12 Preferred Limited Partnership Units during the notice period therefor, then the Series 8 12 Preferred Limited Partnership Units shall be deemed not to have been reclassified (except in the case of an automatic reclassification pursuant to Section 5.2). (c) In the event the Partnership is required to reclassify all remaining Outstanding Series 8 12 Preferred Limited Partnership Units into Series 7 11 Preferred Limited Partnership Units on the applicable Series 8 12 Reclassification Date as provided for in Section 5.2, the Series 8 12 Preferred Limited Partnership Units in respect of which the Holders have not previously elected to reclassify will be reclassified on the Series 8 12 Reclassification Date into Series 7 11 Preferred Limited Partnership Units and the Holders thereof will be deemed to be Holders of Series 7 11 Preferred Limited Partnership Units at 5:00 p.m. (Toronto time) on the Series 8 12 Reclassification Date and will be entitled, upon surrender during usual business hours at any principal office of the Transfer Agent, or such other place or places in Canada as the Partnership may agree, of the certificate or certificates representing Series 8 12 Preferred Limited Partnership Units not previously provided for reclassification, to receive a certificate or certificates representing the same number of Series 7 11 Preferred Limited Partnership Units in the manner and subject to the terms and provisions as provided in this Section 5.3. (d) As promptly as practicable after the Series 8 12 Reclassification Date, the Partnership will issue and deliver, or cause to be delivered to or upon the written order of the Holder of the Series 8 12 Preferred Limited Partnership Units so reclassified in accordance with this Section 5, a certificate or certificates, issued in the name of, or in such name or names as may be directed by, such Holder representing the number of fully-paid and non-assessable Series 7 11 Preferred Limited Partnership Units and the number of remaining Series 8 12 Preferred Limited Partnership Units, if any, to which such Holder is entitled. Such reclassification will be deemed to have been made at 5:00 p.m. (Toronto time) on the Series 8 12 Reclassification Date, so that the rights of the Holder of such Series 8 12 Preferred Limited Partnership Units as the Holder thereof will cease at such time and the person or persons entitled to receive the Series 7 11 Preferred Limited Partnership Units upon such reclassification will be treated for all purposes as having become the Holder or Holders of record of such Series 7 11 Preferred Limited Partnership Units at such time. (e) The Holder of any Series 8 12 Preferred Limited Partnership Unit on the record date for any Series 8 12 Distributions declared payable on such unit will be entitled to such distributions notwithstanding that such unit is reclassified into a Series 7 11 Preferred Limited Partnership Unit after such record date and on or before the date of the payment of such distribution. (f) The issuance of certificates for the Series 7 11 Preferred Limited Partnership Units upon the reclassification of Series 8 12 Preferred Limited Partnership Units will be made without charge to the reclassifying Holders for any fee in respect of the issuance of such certificates or the Series 7 11 Preferred Limited Partnership Units represented thereby; provided, however, that the Partnership will not be required to pay any tax that may be imposed upon such Holder as a result of the reclassification or the issuance of such certificate representing such Series 7 11 Preferred Limited Partnership Units or any security transfer taxes, and the Partnership will not be required to issue or deliver a certificate or certificates in a name or names other than that of the Holder of the Series 7 11 Preferred Limited Partnership Units reclassified unless the person or persons requesting the issuance thereof has paid to the Partnership the amount of any such security transfer tax or has established to the satisfaction of the Partnership that such tax has been paid.

Appears in 2 contracts

Samples: Limited Partnership Agreement (Brookfield Infrastructure Partners L.P.), Limited Partnership Agreement (Brookfield Renewable Partners L.P.)

Manner of Reclassification. (a) The Reclassification Privilege may be exercised by notice in writing (an “Election Notice”) given not earlier than the 30th day prior to a Series 8 9 Reclassification Date but not later than 5:00 p.m. (Toronto time) on the 13th day preceding the applicable Series 8 9 Reclassification Date during usual business hours at any principal office of the Transfer Agent, or such other place or places in Canada as the Partnership may agree, accompanied by (1) payment or evidence of payment of the tax (if any) payable as provided in this Section 5.3; and (2) the certificate or certificates representing the Series 8 9 Preferred Limited Partnership Units in respect of which the Holder thereof desires to exercise the Reclassification Privilege with the notice of reclassification on the back thereof or other appropriate notice of reclassification duly endorsed by the Holder, or his or her attorney duly authorized in writing, in which Election Notice such Holder may also elect to reclassify part only of the Series 8 9 Preferred Limited Partnership Units represented by such certificate or certificates not theretofore called for redemption in which event the Partnership will issue and deliver or cause to be delivered to such Holder, at the expense of the Partnership, a new certificate representing the Series 8 9 Preferred Limited Partnership Units represented by such certificate or certificates that have not been reclassified. Each Election Notice will be irrevocable once received by the Partnership. (b) If the Partnership does not receive an Election Notice from a Holder of Series 8 9 Preferred Limited Partnership Units during the notice period therefor, then the Series 8 9 Preferred Limited Partnership Units shall be deemed not to have been reclassified (except in the case of an automatic reclassification pursuant to Section 5.2). (c) In the event the Partnership is required to reclassify all remaining Outstanding Series 8 9 Preferred Limited Partnership Units into Series 7 10 Preferred Limited Partnership Units on the applicable Series 8 9 Reclassification Date as provided for in Section 5.2, the Series 8 9 Preferred Limited Partnership Units in respect of which the Holders have not previously elected to reclassify will be reclassified on the Series 8 9 Reclassification Date into Series 7 10 Preferred Limited Partnership Units and the Holders thereof will be deemed to be Holders of Series 7 10 Preferred Limited Partnership Units at 5:00 p.m. (Toronto time) on the Series 8 9 Reclassification Date and will be entitled, upon surrender during usual business hours at any principal office of the Transfer Agent, or such other place or places in Canada as the Partnership may agree, of the certificate or certificates representing Series 8 9 Preferred Limited Partnership Units not previously provided for reclassification, to receive a certificate or certificates representing the same number of Series 7 10 Preferred Limited Partnership Units in the manner and subject to the terms and provisions as provided in this Section 5.3. (d) As promptly as practicable after the Series 8 9 Reclassification Date, the Partnership will issue and deliver, or cause to be delivered to or upon the written order of the Holder of the Series 8 9 Preferred Limited Partnership Units so reclassified in accordance with this Section 5, a certificate or certificates, issued in the name of, or in such name or names as may be directed by, such Holder representing the number of fully-paid and non-assessable Series 7 10 Preferred Limited Partnership Units and the number of remaining Series 8 9 Preferred Limited Partnership Units, if any, to which such Holder is entitled. Such reclassification will be deemed to have been made at 5:00 p.m. (Toronto time) on the Series 8 9 Reclassification Date, so that the rights of the Holder of such Series 8 9 Preferred Limited Partnership Units as the Holder thereof will cease at such time and the person or persons entitled to receive the Series 7 10 Preferred Limited Partnership Units upon such reclassification will be treated for all purposes as having become the Holder or Holders of record of such Series 7 10 Preferred Limited Partnership Units at such time. (e) The Holder of any Series 8 9 Preferred Limited Partnership Unit on the record date for any Series 8 9 Distributions declared payable on such unit will be entitled to such distributions notwithstanding that such unit is reclassified into a Series 7 10 Preferred Limited Partnership Unit after such record date and on or before the date of the payment of such distribution. (f) The issuance of certificates for the Series 7 10 Preferred Limited Partnership Units upon the reclassification of Series 8 9 Preferred Limited Partnership Units will be made without charge to the reclassifying Holders for any fee in respect of the issuance of such certificates or the Series 7 10 Preferred Limited Partnership Units represented thereby; provided, however, that the Partnership will not be required to pay any tax that may be imposed upon such Holder as a result of the reclassification or the issuance of such certificate representing such Series 7 10 Preferred Limited Partnership Units or any security transfer taxes, and the Partnership will not be required to issue or deliver a certificate or certificates in a name or names other than that of the Holder of the Series 7 10 Preferred Limited Partnership Units reclassified unless the person or persons requesting the issuance thereof has paid to the Partnership the amount of any such security transfer tax or has established to the satisfaction of the Partnership that such tax has been paid.

Appears in 2 contracts

Samples: Limited Partnership Agreement (Brookfield Infrastructure Partners L.P.), Limited Partnership Agreement (Brookfield Renewable Partners L.P.)

Manner of Reclassification. (a) The Reclassification Privilege may be exercised by notice in writing (an “Election Notice”) given not earlier than the 30th day prior to a Series 8 13 Reclassification Date but not later than 5:00 p.m. (Toronto time) on the 13th 15th day preceding the applicable Series 8 13 Reclassification Date during usual business hours at any principal office of the Transfer Agent, or such other place or places in Canada as the Partnership may agree, accompanied by (1) payment or evidence of payment of the tax (if any) payable as provided in this Section 5.3; and (2) the certificate or certificates representing the Series 8 13 Preferred Limited Partnership Units in respect of which the Holder thereof desires to exercise the Reclassification Privilege with the notice of reclassification on the back thereof or other appropriate notice of reclassification duly endorsed by the Holder, or his or her attorney duly authorized in writing, in which Election Notice such Holder may also elect to reclassify part only of the Series 8 13 Preferred Limited Partnership Units represented by such certificate or certificates not theretofore called for redemption in which event the Partnership will issue and deliver or cause to be delivered to such Holder, at the expense of the Partnership, a new certificate representing the Series 8 13 Preferred Limited Partnership Units represented by such certificate or certificates that have not been reclassified. Each Election Notice will be irrevocable once received by the Partnership. (b) If the Partnership does not receive an Election Notice from a Holder of Series 8 13 Preferred Limited Partnership Units during the notice period therefor, then the Series 8 13 Preferred Limited Partnership Units shall be deemed not to have been reclassified (except in the case of an automatic reclassification pursuant to Section 5.2). (c) In the event the Partnership is required to reclassify all remaining Outstanding Series 8 13 Preferred Limited Partnership Units into Series 7 14 Preferred Limited Partnership Units on the applicable Series 8 13 Reclassification Date as provided for in Section 5.2, the Series 8 13 Preferred Limited Partnership Units in respect of which the Holders have not previously elected to reclassify will be reclassified on the Series 8 13 Reclassification Date into Series 7 14 Preferred Limited Partnership Units and the Holders thereof will be deemed to be Holders of Series 7 14 Preferred Limited Partnership Units at 5:00 p.m. (Toronto time) on the Series 8 13 Reclassification Date and will be entitled, upon surrender during usual business hours at any principal office of the Transfer Agent, or such other place or places in Canada as the Partnership may agree, of the certificate or certificates representing Series 8 13 Preferred Limited Partnership Units not previously provided for reclassification, to receive a certificate or certificates representing the same number of Series 7 14 Preferred Limited Partnership Units in the manner and subject to the terms and provisions as provided in this Section 5.3. (d) As promptly as practicable after the Series 8 13 Reclassification Date, the Partnership will issue and deliver, or cause to be delivered to or upon the written order of the Holder of the Series 8 13 Preferred Limited Partnership Units so reclassified in accordance with this Section 5, a certificate or certificates, issued in the name of, or in such name or names as may be directed by, such Holder representing the number of fully-paid and non-assessable Series 7 14 Preferred Limited Partnership Units and the number of remaining Series 8 13 Preferred Limited Partnership Units, if any, to which such Holder is entitled. Such reclassification will be deemed to have been made at 5:00 p.m. (Toronto time) on the Series 8 13 Reclassification Date, so that the rights of the Holder of such Series 8 13 Preferred Limited Partnership Units as the Holder thereof will cease at such time and the person or persons entitled to receive the Series 7 14 Preferred Limited Partnership Units upon such reclassification will be treated for all purposes as having become the Holder or Holders of record of such Series 7 14 Preferred Limited Partnership Units at such time. (e) The Holder of any Series 8 13 Preferred Limited Partnership Unit on the record date for any Series 8 13 Distributions declared payable on such unit will be entitled to such distributions notwithstanding that such unit is reclassified into a Series 7 14 Preferred Limited Partnership Unit after such record date and on or before the date of the payment of such distribution. (f) The issuance of certificates for the Series 7 14 Preferred Limited Partnership Units upon the reclassification of Series 8 13 Preferred Limited Partnership Units will be made without charge to the reclassifying Holders for any fee in respect of the issuance of such certificates or the Series 7 14 Preferred Limited Partnership Units represented thereby; provided, however, that the Partnership will not be required to pay any tax that may be imposed upon such Holder as a result of the reclassification or the issuance of such certificate representing such Series 7 14 Preferred Limited Partnership Units or any security transfer taxes, and the Partnership will not be required to issue or deliver a certificate or certificates in a name or names other than that of the Holder of the Series 7 14 Preferred Limited Partnership Units reclassified unless the person or persons requesting the issuance thereof has paid to the Partnership the amount of any such security transfer tax or has established to the satisfaction of the Partnership that such tax has been paid.

Appears in 2 contracts

Samples: Limited Partnership Agreement (Brookfield Renewable Partners L.P.), Limited Partnership Agreement

Manner of Reclassification. (a) The Subject to the provisions of Section 17, the Reclassification Privilege may be exercised by notice in writing (an “Election Notice”) given not earlier than the 30th day prior to a Series 8 9 Reclassification Date but not later than 5:00 p.m. (Toronto time) on the 13th 15th day preceding the applicable Series 8 9 Reclassification Date during usual business hours at any principal transfer office of the Transfer Agent, or such other place or places in Canada as the Partnership may agree, accompanied by (1) payment or evidence of payment of the tax (if any) payable as provided in this Section 5.3; and (2) the certificate or certificates representing the Series 8 9 Preferred Limited Partnership Units in respect of which the Holder thereof desires to exercise the Reclassification Privilege with the notice of reclassification on the back thereof or other appropriate notice of reclassification duly endorsed by the Holder, or his or her attorney duly authorized in writing, in which Election Notice such Holder may also elect to reclassify part only of the Series 8 9 Preferred Limited Partnership Units represented by such certificate or certificates not theretofore called for redemption in which event the Partnership will issue and deliver or cause to be delivered to such Holder, at the expense of the Partnership, a new certificate representing the Series 8 9 Preferred Limited Partnership Units represented by such certificate or certificates that have not been reclassified. Each Election Notice will be irrevocable once received by the Partnership. (b) If the Partnership does not receive an Election Notice from a Holder of Series 8 9 Preferred Limited Partnership Units during the notice period therefor, then the Series 8 9 Preferred Limited Partnership Units shall be deemed not to have been reclassified (except in the case of an automatic reclassification pursuant to Section 5.2). (c) In Subject to the provisions of Section 17, in the event the Partnership is required to reclassify all remaining Outstanding Series 8 9 Preferred Limited Partnership Units into Series 7 10 Preferred Limited Partnership Units on the applicable Series 8 9 Reclassification Date as provided for in Section 5.2, the Series 8 9 Preferred Limited Partnership Units in respect of which the Holders have not previously elected to reclassify will be reclassified on the Series 8 9 Reclassification Date into Series 7 10 Preferred Limited Partnership Units and the Holders thereof will be deemed to be Holders of Series 7 10 Preferred Limited Partnership Units at 5:00 p.m. (Toronto time) on the Series 8 9 Reclassification Date and will be entitled, upon surrender during usual business hours at any principal transfer office of the Transfer Agent, or such other place or places in Canada as the Partnership may agree, of the certificate or certificates representing Series 8 9 Preferred Limited Partnership Units not previously provided for reclassification, to receive a certificate or certificates representing the same number of Series 7 10 Preferred Limited Partnership Units in the manner and subject to the terms and provisions as provided in this Section 5.3. (d) As Subject to the provisions of Section 17, as promptly as practicable after the Series 8 9 Reclassification Date, the Partnership will issue and deliver, or cause to be delivered to or upon the written order of the Holder of the Series 8 9 Preferred Limited Partnership Units so reclassified in accordance with this Section 5, a certificate or certificates, issued in the name of, or in such name or names as may be directed by, such Holder representing the number of fully-paid and non-non- assessable Series 7 10 Preferred Limited Partnership Units and the number of remaining Series 8 9 Preferred Limited Partnership Units, if any, to which such Holder is entitled. Such reclassification will be deemed to have been made at 5:00 p.m. (Toronto time) on the Series 8 9 Reclassification Date, so that the rights of the Holder of such Series 8 9 Preferred Limited Partnership Units as the Holder thereof will cease at such time and the person or persons entitled to receive the Series 7 10 Preferred Limited Partnership Units upon such reclassification will be treated for all purposes as having become the Holder or Holders of record of such Series 7 10 Preferred Limited Partnership Units at such time. (e) The Holder of any Series 8 9 Preferred Limited Partnership Unit on the record date for any Series 8 9 Distributions declared payable on such unit will be entitled to such distributions notwithstanding that such unit is reclassified into a Series 7 10 Preferred Limited Partnership Unit after such record date and on or before the date of the payment of such distribution. (f) The Subject to the provisions of Section 17, the issuance of certificates for the Series 7 10 Preferred Limited Partnership Units upon the reclassification of Series 8 9 Preferred Limited Partnership Units will be made without charge to the reclassifying Holders for any fee in respect of the issuance of such certificates or the Series 7 10 Preferred Limited Partnership Units represented thereby; provided, however, that the Partnership will not be required to pay any tax that may be imposed upon such Holder as a result of the reclassification or the issuance of such certificate representing such Series 7 10 Preferred Limited Partnership Units or any security transfer taxes, and the Partnership will not be required to issue or deliver a certificate or certificates in a name or names other than that of the Holder of the Series 7 10 Preferred Limited Partnership Units reclassified unless the person or persons requesting the issuance thereof has paid to the Partnership the amount of any such security transfer tax or has established to the satisfaction of the Partnership that such tax has been paid.

Appears in 2 contracts

Samples: Limited Partnership Agreement (Brookfield Renewable Partners L.P.), Fourth Amended and Restated Limited Partnership Agreement

Manner of Reclassification. (a) The Reclassification Privilege may be exercised by notice in writing (an “Election Notice”) given not earlier than the 30th day prior to a Series 8 14 Reclassification Date but not later than 5:00 p.m. (Toronto time) on the 13th 15th day preceding the applicable Series 8 14 Reclassification Date during usual business hours at any principal office of the Transfer Agent, or such other place or places in Canada as the Partnership may agree, accompanied by (1) payment or evidence of payment of the tax (if any) payable as provided in this Section 5.3; and (2) the certificate or certificates representing the Series 8 14 Preferred Limited Partnership Units in respect of which the Holder thereof desires to exercise the Reclassification Privilege with the notice of reclassification on the back thereof or other appropriate notice of reclassification duly endorsed by the Holder, or his or her attorney duly authorized in writing, in which Election Notice such Holder may also elect to reclassify part only of the Series 8 14 Preferred Limited Partnership Units represented by such certificate or certificates not theretofore called for redemption in which event the Partnership will issue and deliver or cause to be delivered to such Holder, at the expense of the Partnership, a new certificate representing the Series 8 14 Preferred Limited Partnership Units represented by such certificate or certificates that have not been reclassified. Each Election Notice will be irrevocable once received by the Partnership. (b) If the Partnership does not receive an Election Notice from a Holder of Series 8 14 Preferred Limited Partnership Units during the notice period therefor, then the Series 8 14 Preferred Limited Partnership Units shall be deemed not to have been reclassified (except in the case of an automatic reclassification pursuant to Section 5.2). (c) In the event the Partnership is required to reclassify all remaining Outstanding Series 8 14 Preferred Limited Partnership Units into Series 7 13 Preferred Limited Partnership Units on the applicable Series 8 14 Reclassification Date as provided for in Section 5.2, the Series 8 14 Preferred Limited Partnership Units in respect of which the Holders have not previously elected to reclassify will be reclassified on the Series 8 14 Reclassification Date into Series 7 13 Preferred Limited Partnership Units and the Holders thereof will be deemed to be Holders of Series 7 13 Preferred Limited Partnership Units at 5:00 p.m. (Toronto time) on the Series 8 14 Reclassification Date and will be entitled, upon surrender during usual business hours at any principal office of the Transfer Agent, or such other place or places in Canada as the Partnership may agree, of the certificate or certificates representing Series 8 14 Preferred Limited Partnership Units not previously provided for reclassification, to receive a certificate or certificates representing the same number of Series 7 13 Preferred Limited Partnership Units in the manner and subject to the terms and provisions as provided in this Section 5.3. (d) As promptly as practicable after the Series 8 14 Reclassification Date, the Partnership will issue and deliver, or cause to be delivered to or upon the written order of the Holder of the Series 8 14 Preferred Limited Partnership Units so reclassified in accordance with this Section 5, a certificate or certificates, issued in the name of, or in such name or names as may be directed by, such Holder representing the number of fully-paid and non-assessable Series 7 13 Preferred Limited Partnership Units and the number of remaining Series 8 14 Preferred Limited Partnership Units, if any, to which such Holder is entitled. Such reclassification will be deemed to have been made at 5:00 p.m. (Toronto time) on the Series 8 14 Reclassification Date, so that the rights of the Holder of such Series 8 14 Preferred Limited Partnership Units as the Holder thereof will cease at such time and the person or persons entitled to receive the Series 7 13 Preferred Limited Partnership Units upon such reclassification will be treated for all purposes as having become the Holder or Holders of record of such Series 7 13 Preferred Limited Partnership Units at such time. (e) The Holder of any Series 8 14 Preferred Limited Partnership Unit on the record date for any Series 8 14 Distributions declared payable on such unit will be entitled to such distributions notwithstanding that such unit is reclassified into a Series 7 13 Preferred Limited Partnership Unit after such record date and on or before the date of the payment of such distribution. (f) The issuance of certificates for the Series 7 13 Preferred Limited Partnership Units upon the reclassification of Series 8 14 Preferred Limited Partnership Units will be made without charge to the reclassifying Holders for any fee in respect of the issuance of such certificates or the Series 7 13 Preferred Limited Partnership Units represented thereby; provided, however, that the Partnership will not be required to pay any tax that may be imposed upon such Holder as a result of the reclassification or the issuance of such certificate representing such Series 7 13 Preferred Limited Partnership Units or any security transfer taxes, and the Partnership will not be required to issue or deliver a certificate or certificates in a name or names other than that of the Holder of the Series 7 13 Preferred Limited Partnership Units reclassified unless the person or persons requesting the issuance thereof has paid to the Partnership the amount of any such security transfer tax or has established to the satisfaction of the Partnership that such tax has been paid.

Appears in 2 contracts

Samples: Limited Partnership Agreement (Brookfield Renewable Partners L.P.), Limited Partnership Agreement

Manner of Reclassification. (a) The Subject to the provisions of Section 17, the Reclassification Privilege may be exercised by notice in writing (an “Election Notice”) given not earlier than the 30th day prior to a Series 8 12 Reclassification Date but not later than 5:00 p.m. (Toronto time) on the 13th 15th day preceding the applicable Series 8 12 Reclassification Date during usual business hours at any principal transfer office of the Transfer Agent, or such other place or places in Canada as the Partnership may agree, accompanied by (1) payment or evidence of payment of the tax (if any) payable as provided in this Section 5.3; and (2) the certificate or certificates representing the Series 8 12 Preferred Limited Partnership Units in respect of which the Holder thereof desires to exercise the Reclassification Privilege with the notice of reclassification on the back thereof or other appropriate notice of reclassification duly endorsed by the Holder, or his or her attorney duly authorized in writing, in which Election Notice such Holder may also elect to reclassify part only of the Series 8 12 Preferred Limited Partnership Units represented by such certificate or certificates not theretofore called for redemption in which event the Partnership will issue and deliver or cause to be delivered to such Holder, at the expense of the Partnership, a new certificate representing the Series 8 12 Preferred Limited Partnership Units represented by such certificate or certificates that have not been reclassified. Each Election Notice will be irrevocable once received by the Partnership. (b) If the Partnership does not receive an Election Notice from a Holder of Series 8 12 Preferred Limited Partnership Units during the notice period therefor, then the Series 8 12 Preferred Limited Partnership Units shall be deemed not to have been reclassified (except in the case of an automatic reclassification pursuant to Section 5.2). (c) In Subject to the provisions of Section 17, in the event the Partnership is required to reclassify all remaining Outstanding Series 8 12 Preferred Limited Partnership Units into Series 7 11 Preferred Limited Partnership Units on the applicable Series 8 12 Reclassification Date as provided for in Section 5.2, the Series 8 12 Preferred Limited Partnership Units in respect of which the Holders have not previously elected to reclassify will be reclassified on the Series 8 12 Reclassification Date into Series 7 11 Preferred Limited Partnership Units and the Holders thereof will be deemed to be Holders of Series 7 11 Preferred Limited Partnership Units at 5:00 p.m. (Toronto time) on the Series 8 12 Reclassification Date and will be entitled, upon surrender during usual business hours at any principal transfer office of the Transfer Agent, or such other place or places in Canada as the Partnership may agree, of the certificate or certificates representing Series 8 12 Preferred Limited Partnership Units not previously provided for reclassification, to receive a certificate or certificates representing the same number of Series 7 11 Preferred Limited Partnership Units in the manner and subject to the terms and provisions as provided in this Section 5.3. (d) As Subject to the provisions of Section 17, as promptly as practicable after the Series 8 12 Reclassification Date, the Partnership will issue and deliver, or cause to be delivered to or upon the written order of the Holder of the Series 8 12 Preferred Limited Partnership Units so reclassified in accordance with this Section 5, a certificate or certificates, issued in the name of, or in such name or names as may be directed by, such Holder representing the number of fully-paid and non-assessable Series 7 11 Preferred Limited Partnership Units and the number of remaining Series 8 12 Preferred Limited Partnership Units, if any, to which such Holder is entitled. Such reclassification will be deemed to have been made at 5:00 p.m. (Toronto time) on the Series 8 12 Reclassification Date, so that the rights of the Holder of such Series 8 12 Preferred Limited Partnership Units as the Holder thereof will cease at such time and the person or persons entitled to receive the Series 7 11 Preferred Limited Partnership Units upon such reclassification will be treated for all purposes as having become the Holder or Holders of record of such Series 7 11 Preferred Limited Partnership Units at such time. (e) The Holder of any Series 8 12 Preferred Limited Partnership Unit on the record date for any Series 8 12 Distributions declared payable on such unit will be entitled to such distributions notwithstanding that such unit is reclassified into a Series 7 11 Preferred Limited Partnership Unit after such record date and on or before the date of the payment of such distribution. (f) The Subject to the provisions of Section 17, the issuance of certificates for the Series 7 11 Preferred Limited Partnership Units upon the reclassification of Series 8 12 Preferred Limited Partnership Units will be made without charge to the reclassifying Holders for any fee in respect of the issuance of such certificates or the Series 7 11 Preferred Limited Partnership Units represented thereby; provided, however, that the Partnership will not be required to pay any tax that may be imposed upon such Holder as a result of the reclassification or the issuance of such certificate representing such Series 7 11 Preferred Limited Partnership Units or any security transfer taxes, and the Partnership will not be required to issue or deliver a certificate or certificates in a name or names other than that of the Holder of the Series 7 11 Preferred Limited Partnership Units reclassified unless the person or persons requesting the issuance thereof has paid to the Partnership the amount of any such security transfer tax or has established to the satisfaction of the Partnership that such tax has been paid.

Appears in 2 contracts

Samples: Limited Partnership Agreement (Brookfield Infrastructure Partners L.P.), Limited Partnership Agreement (Brookfield Renewable Partners L.P.)

Manner of Reclassification. (a) The Reclassification Privilege may be exercised by notice in writing (an “Election Notice”) given not earlier than the 30th day prior to a Series 8 11 Reclassification Date but not later than 5:00 p.m. (Toronto time) on the 13th day preceding the applicable Series 8 11 Reclassification Date during usual business hours at any principal office of the Transfer Agent, or such other place or places in Canada as the Partnership may agree, accompanied by (1) payment or evidence of payment of the tax (if any) payable as provided in this Section 5.3; and (2) the certificate or certificates representing the Series 8 11 Preferred Limited Partnership Units in respect of which the Holder thereof desires to exercise the Reclassification Privilege with the notice of reclassification on the back thereof or other appropriate notice of reclassification duly endorsed by the Holder, or his or her attorney duly authorized in writing, in which Election Notice such Holder may also elect to reclassify part only of the Series 8 11 Preferred Limited Partnership Units represented by such certificate or certificates not theretofore called for redemption in which event the Partnership will issue and deliver or cause to be delivered to such Holder, at the expense of the Partnership, a new certificate representing the Series 8 11 Preferred Limited Partnership Units represented by such certificate or certificates that have not been reclassified. Each Election Notice will be irrevocable once received by the Partnership. (b) If the Partnership does not receive an Election Notice from a Holder of Series 8 11 Preferred Limited Partnership Units during the notice period therefor, then the Series 8 11 Preferred Limited Partnership Units shall be deemed not to have been reclassified (except in the case of an automatic reclassification pursuant to Section 5.2). (c) In the event the Partnership is required to reclassify all remaining Outstanding Series 8 11 Preferred Limited Partnership Units into Series 7 12 Preferred Limited Partnership Units on the applicable Series 8 11 Reclassification Date as provided for in Section 5.2, the Series 8 11 Preferred Limited Partnership Units in respect of which the Holders have not previously elected to reclassify will be reclassified on the Series 8 11 Reclassification Date into Series 7 12 Preferred Limited Partnership Units and the Holders thereof will be deemed to be Holders of Series 7 12 Preferred Limited Partnership Units at 5:00 p.m. (Toronto time) on the Series 8 11 Reclassification Date and will be entitled, upon surrender during usual business hours at any principal office of the Transfer Agent, or such other place or places in Canada as the Partnership may agree, of the certificate or certificates representing Series 8 11 Preferred Limited Partnership Units not previously provided for reclassification, to receive a certificate or certificates representing the same number of Series 7 12 Preferred Limited Partnership Units in the manner and subject to the terms and provisions as provided in this Section 5.3. (d) As promptly as practicable after the Series 8 11 Reclassification Date, the Partnership will issue and deliver, or cause to be delivered to or upon the written order of the Holder of the Series 8 11 Preferred Limited Partnership Units so reclassified in accordance with this Section 5, a certificate or certificates, issued in the name of, or in such name or names as may be directed by, such Holder representing the number of fully-paid and non-assessable Series 7 12 Preferred Limited Partnership Units and the number of remaining Series 8 11 Preferred Limited Partnership Units, if any, to which such Holder is entitled. Such reclassification will be deemed to have been made at 5:00 p.m. (Toronto time) on the Series 8 11 Reclassification Date, so that the rights of the Holder of such Series 8 11 Preferred Limited Partnership Units as the Holder thereof will cease at such time and the person or persons entitled to receive the Series 7 12 Preferred Limited Partnership Units upon such reclassification will be treated for all purposes as having become the Holder or Holders of record of such Series 7 12 Preferred Limited Partnership Units at such time. (e) The Holder of any Series 8 11 Preferred Limited Partnership Unit on the record date for any Series 8 11 Distributions declared payable on such unit will be entitled to such distributions notwithstanding that such unit is reclassified into a Series 7 12 Preferred Limited Partnership Unit after such record date and on or before the date of the payment of such distribution. (f) The issuance of certificates for the Series 7 12 Preferred Limited Partnership Units upon the reclassification of Series 8 11 Preferred Limited Partnership Units will be made without charge to the reclassifying Holders for any fee in respect of the issuance of such certificates or the Series 7 12 Preferred Limited Partnership Units represented thereby; provided, however, that the Partnership will not be required to pay any tax that may be imposed upon such Holder as a result of the reclassification or the issuance of such certificate representing such Series 7 12 Preferred Limited Partnership Units or any security transfer taxes, and the Partnership will not be required to issue or deliver a certificate or certificates in a name or names other than that of the Holder of the Series 7 12 Preferred Limited Partnership Units reclassified unless the person or persons requesting the issuance thereof has paid to the Partnership the amount of any such security transfer tax or has established to the satisfaction of the Partnership that such tax has been paid.

Appears in 2 contracts

Samples: Limited Partnership Agreement (Brookfield Infrastructure Partners L.P.), Limited Partnership Agreement (Brookfield Renewable Partners L.P.)

Manner of Reclassification. (a) The Reclassification Privilege may be exercised by notice in writing (an “Election Notice”) given not earlier than the 30th day prior to a Series 8 6 Reclassification Date but not later than 5:00 p.m. (Toronto time) on the 13th day preceding the applicable Series 8 6 Reclassification Date during usual business hours at any principal office of the Transfer Agent, or such other place or places in Canada as the Partnership may agree, accompanied by (1) payment or evidence of payment of the tax (if any) payable as provided in this Section 5.3; and (2) the certificate or certificates representing the Series 8 6 Preferred Limited Partnership Units in respect of which the Holder thereof desires to exercise the Reclassification Privilege with the notice of reclassification on the back thereof or other appropriate notice of reclassification duly endorsed by the Holder, or his or her attorney duly authorized in writing, in which Election Notice such Holder may also elect to reclassify part only of the Series 8 6 Preferred Limited Partnership Units represented by such certificate or certificates not theretofore called for redemption in which event the Partnership will issue and deliver or cause to be delivered to such Holder, at the expense of the Partnership, a new certificate representing the Series 8 6 Preferred Limited Partnership Units represented by such certificate or certificates that have not been reclassified. Each Election Notice will be irrevocable once received by the Partnership. (b) If the Partnership does not receive an Election Notice from a Holder of Series 8 6 Preferred Limited Partnership Units during the notice period therefor, then the Series 8 6 Preferred Limited Partnership Units shall be deemed not to have been reclassified (except in the case of an automatic reclassification pursuant to Section 5.2). (c) In the event the Partnership is required to reclassify all remaining Outstanding Series 8 6 Preferred Limited Partnership Units into Series 7 5 Preferred Limited Partnership Units on the applicable Series 8 6 Reclassification Date as provided for in Section 5.2, the Series 8 6 Preferred Limited Partnership Units in respect of which the Holders have not previously elected to reclassify will be reclassified on the Series 8 6 Reclassification Date into Series 7 5 Preferred Limited Partnership Units and the Holders thereof will be deemed to be Holders of Series 7 5 Preferred Limited Partnership Units at 5:00 p.m. (Toronto time) on the Series 8 6 Reclassification Date and will be entitled, upon surrender during usual business hours at any principal office of the Transfer Agent, or such other place or places in Canada as the Partnership may agree, of the certificate or certificates representing Series 8 6 Preferred Limited Partnership Units not previously provided for reclassification, to receive a certificate or certificates representing the same number of Series 7 5 Preferred Limited Partnership Units in the manner and subject to the terms and provisions as provided in this Section 5.3. (d) As promptly as practicable after the Series 8 6 Reclassification Date, the Partnership will issue and deliver, or cause to be delivered to or upon the written order of the Holder of the Series 8 6 Preferred Limited Partnership Units so reclassified in accordance with this Section 5, a certificate or certificates, issued in the name of, or in such name or names as may be directed by, such Holder representing the number of fully-paid and non-assessable Series 7 5 Preferred Limited Partnership Units and the number of remaining Series 8 6 Preferred Limited Partnership Units, if any, to which such Holder is entitled. Such reclassification will be deemed to have been made at 5:00 p.m. (Toronto time) on the Series 8 6 Reclassification Date, so that the rights of the Holder of such Series 8 6 Preferred Limited Partnership Units as the Holder thereof will cease at such time and the person or persons entitled to receive the Series 7 5 Preferred Limited Partnership Units upon such reclassification will be treated for all purposes as having become the Holder or Holders of record of such Series 7 5 Preferred Limited Partnership Units at such time. (e) The Holder of any Series 8 6 Preferred Limited Partnership Unit on the record date for any Series 8 6 Distributions declared payable on such unit will be entitled to such distributions notwithstanding that such unit is reclassified into a Series 7 5 Preferred Limited Partnership Unit after such record date and on or before the date of the payment of such distribution. (f) The issuance of certificates for the Series 7 5 Preferred Limited Partnership Units upon the reclassification of Series 8 6 Preferred Limited Partnership Units will be made without charge to the reclassifying Holders for any fee in respect of the issuance of such certificates or the Series 7 5 Preferred Limited Partnership Units represented thereby; provided, however, that the Partnership will not be required to pay any tax that may be imposed upon such Holder as a result of the reclassification or the issuance of such certificate representing such Series 7 5 Preferred Limited Partnership Units or any security transfer taxes, and the Partnership will not be required to issue or deliver a certificate or certificates in a name or names other than that of the Holder of the Series 7 5 Preferred Limited Partnership Units reclassified unless the person or persons requesting the issuance thereof has paid to the Partnership the amount of any such security transfer tax or has established to the satisfaction of the Partnership that such tax has been paid.

Appears in 2 contracts

Samples: Limited Partnership Agreement (Brookfield Infrastructure Partners L.P.), Limited Partnership Agreement (Brookfield Infrastructure Partners L.P.)

Manner of Reclassification. (a) The Reclassification Privilege may be exercised by notice in writing (an “Election Notice”) given not earlier than the 30th day prior to a Series 8 10 Reclassification Date but not later than 5:00 p.m. (Toronto time) on the 13th day preceding the applicable Series 8 10 Reclassification Date during usual business hours at any principal office of the Transfer Agent, or such other place or places in Canada as the Partnership may agree, accompanied by (1) payment or evidence of payment of the tax (if any) payable as provided in this Section 5.3; and (2) the certificate or certificates representing the Series 8 10 Preferred Limited Partnership Units in respect of which the Holder thereof desires to exercise the Reclassification Privilege with the notice of reclassification on the back thereof or other appropriate notice of reclassification duly endorsed by the Holder, or his or her attorney duly authorized in writing, in which Election Notice such Holder may also elect to reclassify part only of the Series 8 10 Preferred Limited Partnership Units represented by such certificate or certificates not theretofore called for redemption in which event the Partnership will issue and deliver or cause to be delivered to such Holder, at the expense of the Partnership, a new certificate representing the Series 8 10 Preferred Limited Partnership Units represented by such certificate or certificates that have not been reclassified. Each Election Notice will be irrevocable once received by the Partnership. (b) If the Partnership does not receive an Election Notice from a Holder of Series 8 10 Preferred Limited Partnership Units during the notice period therefor, then the Series 8 10 Preferred Limited Partnership Units shall be deemed not to have been reclassified (except in the case of an automatic reclassification pursuant to Section 5.2). (c) In the event the Partnership is required to reclassify all remaining Outstanding Series 8 10 Preferred Limited Partnership Units into Series 7 9 Preferred Limited Partnership Units on the applicable Series 8 10 Reclassification Date as provided for in Section 5.2, the Series 8 10 Preferred Limited Partnership Units in respect of which the Holders have not previously elected to reclassify will be reclassified on the Series 8 10 Reclassification Date into Series 7 9 Preferred Limited Partnership Units and the Holders thereof will be deemed to be Holders of Series 7 9 Preferred Limited Partnership Units at 5:00 p.m. (Toronto time) on the Series 8 10 Reclassification Date and will be entitled, upon surrender during usual business hours at any principal office of the Transfer Agent, or such other place or places in Canada as the Partnership may agree, of the certificate or certificates representing Series 8 10 Preferred Limited Partnership Units not previously provided for reclassification, to receive a certificate or certificates representing the same number of Series 7 9 Preferred Limited Partnership Units in the manner and subject to the terms and provisions as provided in this Section 5.3. (d) As promptly as practicable after the Series 8 10 Reclassification Date, the Partnership will issue and deliver, or cause to be delivered to or upon the written order of the Holder of the Series 8 10 Preferred Limited Partnership Units so reclassified in accordance with this Section 5, a certificate or certificates, issued in the name of, or in such name or names as may be directed by, such Holder representing the number of fully-paid and non-assessable Series 7 9 Preferred Limited Partnership Units and the number of remaining Series 8 10 Preferred Limited Partnership Units, if any, to which such Holder is entitled. Such reclassification will be deemed to have been made at 5:00 p.m. (Toronto time) on the Series 8 10 Reclassification Date, so that the rights of the Holder of such Series 8 10 Preferred Limited Partnership Units as the Holder thereof will cease at such time and the person or persons entitled to receive the Series 7 9 Preferred Limited Partnership Units upon such reclassification will be treated for all purposes as having become the Holder or Holders of record of such Series 7 9 Preferred Limited Partnership Units at such time. (e) The Holder of any Series 8 10 Preferred Limited Partnership Unit on the record date for any Series 8 10 Distributions declared payable on such unit will be entitled to such distributions notwithstanding that such unit is reclassified into a Series 7 9 Preferred Limited Partnership Unit after such record date and on or before the date of the payment of such distribution. (f) The issuance of certificates for the Series 7 9 Preferred Limited Partnership Units upon the reclassification of Series 8 10 Preferred Limited Partnership Units will be made without charge to the reclassifying Holders for any fee in respect of the issuance of such certificates or the Series 7 9 Preferred Limited Partnership Units represented thereby; provided, however, that the Partnership will not be required to pay any tax that may be imposed upon such Holder as a result of the reclassification or the issuance of such certificate representing such Series 7 9 Preferred Limited Partnership Units or any security transfer taxes, and the Partnership will not be required to issue or deliver a certificate or certificates in a name or names other than that of the Holder of the Series 7 9 Preferred Limited Partnership Units reclassified unless the person or persons requesting the issuance thereof has paid to the Partnership the amount of any such security transfer tax or has established to the satisfaction of the Partnership that such tax has been paid.

Appears in 2 contracts

Samples: Limited Partnership Agreement (Brookfield Infrastructure Partners L.P.), Limited Partnership Agreement (Brookfield Renewable Partners L.P.)

Manner of Reclassification. (a) The Subject to the provisions of Section 17, the Reclassification Privilege may be exercised by notice in writing (an “Election Notice”) given not earlier than the 30th day prior to a Series 8 10 Reclassification Date but not later than 5:00 p.m. (Toronto time) on the 13th 15th day preceding the applicable Series 8 10 Reclassification Date during usual business hours at any principal transfer office of the Transfer Agent, or such other place or places in Canada as the Partnership may agree, accompanied by (1) payment or evidence of payment of the tax (if any) payable as provided in this Section 5.3; and (2) the certificate or certificates representing the Series 8 10 Preferred Limited Partnership Units in respect of which the Holder thereof desires to exercise the Reclassification Privilege with the notice of reclassification on the back thereof or other appropriate notice of reclassification duly endorsed by the Holder, or his or her attorney duly authorized in writing, in which Election Notice such Holder may also elect to reclassify part only of the Series 8 10 Preferred Limited Partnership Units represented by such certificate or certificates not theretofore called for redemption in which event the Partnership will issue and deliver or cause to be delivered to such Holder, at the expense of the Partnership, a new certificate representing the Series 8 10 Preferred Limited Partnership Units represented by such certificate or certificates that have not been reclassified. Each Election Notice will be irrevocable once received by the Partnership. (b) If the Partnership does not receive an Election Notice from a Holder of Series 8 10 Preferred Limited Partnership Units during the notice period therefor, then the Series 8 10 Preferred Limited Partnership Units shall be deemed not to have been reclassified (except in the case of an automatic reclassification pursuant to Section 5.2). (c) In Subject to the provisions of Section 17, in the event the Partnership is required to reclassify all remaining Outstanding Series 8 10 Preferred Limited Partnership Units into Series 7 9 Preferred Limited Partnership Units on the applicable Series 8 10 Reclassification Date as provided for in Section 5.2, the Series 8 10 Preferred Limited Partnership Units in respect of which the Holders have not previously elected to reclassify will be reclassified on the Series 8 10 Reclassification Date into Series 7 9 Preferred Limited Partnership Units and the Holders thereof will be deemed to be Holders of Series 7 9 Preferred Limited Partnership Units at 5:00 p.m. (Toronto time) on the Series 8 10 Reclassification Date and will be entitled, upon surrender during usual business hours at any principal transfer office of the Transfer Agent, or such other place or places in Canada as the Partnership may agree, of the certificate or certificates representing Series 8 10 Preferred Limited Partnership Units not previously provided for reclassification, to receive a certificate or certificates representing the same number of Series 7 9 Preferred Limited Partnership Units in the manner and subject to the terms and provisions as provided in this Section 5.3. (d) As Subject to the provisions of Section 17, as promptly as practicable after the Series 8 10 Reclassification Date, the Partnership will issue and deliver, or cause to be delivered to or upon the written order of the Holder of the Series 8 10 Preferred Limited Partnership Units so reclassified in accordance with this Section 5, a certificate or certificates, issued in the name of, or in such name or names as may be directed by, such Holder representing the number of fully-paid and non-assessable Series 7 9 Preferred Limited Partnership Units and the number of remaining Series 8 10 Preferred Limited Partnership Units, if any, to which such Holder is entitled. Such reclassification will be deemed to have been made at 5:00 p.m. (Toronto time) on the Series 8 10 Reclassification Date, so that the rights of the Holder of such Series 8 10 Preferred Limited Partnership Units as the Holder thereof will cease at such time and the person or persons entitled to receive the Series 7 Preferred Limited Partnership Units upon such reclassification will be treated for all purposes as having become the Holder or Holders of record of such Series 7 Preferred Limited Partnership Units at such time. (e) The Holder of any Series 8 Preferred Limited Partnership Unit on the record date for any Series 8 Distributions declared payable on such unit will be entitled to such distributions notwithstanding that such unit is reclassified into a Series 7 Preferred Limited Partnership Unit after such record date and on or before the date of the payment of such distribution. (f) The issuance of certificates for the Series 7 Preferred Limited Partnership Units upon the reclassification of Series 8 Preferred Limited Partnership Units will be made without charge to the reclassifying Holders for any fee in respect of the issuance of such certificates or the Series 7 Preferred Limited Partnership Units represented thereby; provided, however, that the Partnership will not be required to pay any tax that may be imposed upon such Holder as a result of the reclassification or the issuance of such certificate representing such Series 7 Preferred Limited Partnership Units or any security transfer taxes, and the Partnership will not be required to issue or deliver a certificate or certificates in a name or names other than that of the Holder of the Series 7 Preferred Limited Partnership Units reclassified unless the person or persons requesting the issuance thereof has paid to the Partnership the amount of any such security transfer tax or has established to the satisfaction of the Partnership that such tax has been paid.the

Appears in 1 contract

Samples: Limited Partnership Agreement (Brookfield Infrastructure Partners L.P.)

Manner of Reclassification. (a) The Reclassification Privilege may be exercised by notice in writing (an “Election Notice”) given not earlier than the 30th day prior to a Series 8 9 Reclassification Date but not later than 5:00 p.m. (Toronto time) on the 13th day preceding the applicable Series 8 9 Reclassification Date during usual business hours at any principal office of the Transfer Agent, or such other place or places in Canada as the Partnership may agree, accompanied by (1) payment or evidence of payment of the tax (if any) payable as provided in this Section 5.3Schedule APart IX5.3; and (2) the certificate or certificates representing the Series 8 9 Preferred Limited Partnership Units in respect of which the Holder thereof desires to exercise the Reclassification Privilege with the notice of reclassification on the back thereof or other appropriate notice of reclassification duly endorsed by the Holder, or his or her attorney duly authorized in writing, in which Election Notice such Holder may also elect to reclassify part only of the Series 8 9 Preferred Limited Partnership Units represented by such certificate or certificates not theretofore called for redemption in which event the Partnership will issue and deliver or cause to be delivered to such Holder, at the expense of the Partnership, a new certificate representing the Series 8 9 Preferred Limited Partnership Units represented by such certificate or certificates that have not been reclassified. Each Election Notice will be irrevocable once received by the Partnership. (b) If the Partnership does not receive an Election Notice from a Holder of Series 8 9 Preferred Limited Partnership Units during the notice period therefor, then the Series 8 9 Preferred Limited Partnership Units shall be deemed not to have been reclassified (except in the case of an automatic reclassification pursuant to Section 5.2). (c) In the event the Partnership is required to reclassify all remaining Outstanding Series 8 9 Preferred Limited Partnership Units into Series 7 10 Preferred Limited Partnership Units on the applicable Series 8 9 Reclassification Date as provided for in Section 5.2, the Series 8 9 Preferred Limited Partnership Units in respect of which the Holders have not previously elected to reclassify will be reclassified on the Series 8 9 Reclassification Date into Series 7 10 Preferred Limited Partnership Units and the Holders thereof will be deemed to be Holders of Series 7 10 Preferred Limited Partnership Units at 5:00 p.m. (Toronto time) on the Series 8 9 Reclassification Date and will be entitled, upon surrender during usual business hours at any principal office of the Transfer Agent, or such other place or places in Canada as the Partnership may agree, of the certificate or certificates representing Series 8 9 Preferred Limited Partnership Units not previously provided for reclassification, to receive a certificate or certificates representing the same number of Series 7 10 Preferred Limited Partnership Units in the manner and subject to the terms and provisions as provided in this Section 5.3. (d) As promptly as practicable after the Series 8 9 Reclassification Date, the Partnership will issue and deliver, or cause to be delivered to or upon the written order of the Holder of the Series 8 9 Preferred Limited Partnership Units so reclassified in accordance with this Section 5, a certificate or certificates, issued in the name of, or in such name or names as may be directed by, such Holder representing the number of fully-paid and non-assessable Series 7 10 Preferred Limited Partnership Units and the number of remaining Series 8 9 Preferred Limited Partnership Units, if any, to which such Holder is entitled. Such reclassification will be deemed to have been made at 5:00 p.m. (Toronto time) on the Series 8 9 Reclassification Date, so that the rights of the Holder of such Series 8 9 Preferred Limited Partnership Units as the Holder thereof will cease at such time and the person or persons entitled to receive the Series 7 10 Preferred Limited Partnership Units upon such reclassification will be treated for all purposes as having become the Holder or Holders of record of such Series 7 10 Preferred Limited Partnership Units at such time. (e) The Holder of any Series 8 9 Preferred Limited Partnership Unit on the record date for any Series 8 9 Distributions declared payable on such unit will be entitled to such distributions notwithstanding that such unit is reclassified into a Series 7 10 Preferred Limited Partnership Unit after such record date and on or before the date of the payment of such distribution. (f) The issuance of certificates for the Series 7 10 Preferred Limited Partnership Units upon the reclassification of Series 8 9 Preferred Limited Partnership Units will be made without charge to the reclassifying Holders for any fee in respect of the issuance of such certificates or the Series 7 10 Preferred Limited Partnership Units represented thereby; provided, however, that the Partnership will not be required to pay any tax that may be imposed upon such Holder as a result of the reclassification or the issuance of such certificate representing such Series 7 10 Preferred Limited Partnership Units or any security transfer taxes, and the Partnership will not be required to issue or deliver a certificate or certificates in a name or names other than that of the Holder of the Series 7 10 Preferred Limited Partnership Units reclassified unless the person or persons requesting the issuance thereof has paid to the Partnership the amount of any such security transfer tax or has established to the satisfaction of the Partnership that such tax has been paid.

Appears in 1 contract

Samples: Limited Partnership Agreement (Brookfield Infrastructure Partners L.P.)

Manner of Reclassification. (a) The Subject to the provisions of Section 17, the Reclassification Privilege may be exercised by notice in writing (an “Election Notice”) given not earlier than the 30th day prior to a Series 8 Reclassification Date but not later than 5:00 p.m. (Toronto time) on the 13th 15th day preceding the applicable Series 8 Reclassification Date during usual business hours at any principal transfer office of the Transfer Agent, or such other place or places in Canada as the Partnership may agree, accompanied by (1) payment or evidence of payment of the tax (if any) payable as provided in this Section 5.3; and (2) the certificate or certificates representing the Series 8 Preferred Limited Partnership Units in respect of which the Holder thereof desires to exercise the Reclassification Privilege with the notice of reclassification on the back thereof or other appropriate notice of reclassification duly endorsed by the Holder, or his or her attorney duly authorized in writing, in which Election Notice such Holder may also elect to reclassify part only of the Series 8 Preferred Limited Partnership Units represented by such certificate or certificates not theretofore called for redemption in which event the Partnership will issue and deliver or cause to be delivered to such Holder, at the expense of the Partnership, a new certificate representing the Series 8 Preferred Limited Partnership Units represented by such certificate or certificates that have not been reclassified. Each Election Notice will be irrevocable once received by the Partnership. (b) If the Partnership does not receive an Election Notice from a Holder of Series 8 Preferred Limited Partnership Units during the notice period therefor, then the Series 8 Preferred Limited Partnership Units shall be deemed not to have been reclassified (except in the case of an automatic reclassification pursuant to Section 5.2). (c) In Subject to the provisions of Section 17, in the event the Partnership is required to reclassify all remaining Outstanding Series 8 Preferred Limited Partnership Units into Series 7 Preferred Limited Partnership Units on the applicable Series 8 Reclassification Date as provided for in Section 5.2, the Series 8 Preferred Limited Partnership Units in respect of which the Holders have not previously elected to reclassify will be reclassified on the Series 8 Reclassification Date into Series 7 Preferred Limited Partnership Units and the Holders thereof will be deemed to be Holders of Series 7 Preferred Limited Partnership Units at 5:00 p.m. (Toronto time) on the Series 8 Reclassification Date and will be entitled, upon surrender during usual business hours at any principal transfer office of the Transfer Agent, or such other place or places in Canada as the Partnership may agree, of the certificate or certificates representing Series 8 Preferred Limited Partnership Units not previously provided for reclassification, to receive a certificate or certificates representing the same number of Series 7 Preferred Limited Partnership Units in the manner and subject to the terms and provisions as provided in this Section 5.3. (d) As Subject to the provisions of Section 17, as promptly as practicable after the Series 8 Reclassification Date, the Partnership will issue and deliver, or cause to be delivered to or upon the written order of the Holder of the Series 8 Preferred Limited Partnership Units so reclassified in accordance with this Section 5, a certificate or certificates, issued in the name of, or in such name or names as may be directed by, such Holder representing the number of fully-paid and non-non- assessable Series 7 Preferred Limited Partnership Units and the number of remaining Series 8 Preferred Limited Partnership Units, if any, to which such Holder is entitled. Such reclassification will be deemed to have been made at 5:00 p.m. (Toronto time) on the Series 8 Reclassification Date, so that the rights of the Holder of such Series 8 Preferred Limited Partnership Units as the Holder thereof will cease at such time and the person or persons entitled to receive the Series 7 Preferred Limited Partnership Units upon such reclassification will be treated for all purposes as having become the Holder or Holders of record of such Series 7 Preferred Limited Partnership Units at such time. (e) The Holder of any Series 8 Preferred Limited Partnership Unit on the record date for any Series 8 Distributions declared payable on such unit will be entitled to such distributions notwithstanding that such unit is reclassified into a Series 7 Preferred Limited Partnership Unit after such record date and on or before the date of the payment of such distribution. (f) The Subject to the provisions of Section 17, the issuance of certificates for the Series 7 Preferred Limited Partnership Units upon the reclassification of Series 8 Preferred Limited Partnership Units will be made without charge to the reclassifying Holders for any fee in respect of the issuance of such certificates or the Series 7 Preferred Limited Partnership Units represented thereby; provided, however, that the Partnership will not be required to pay any tax that may be imposed upon such Holder as a result of the reclassification or the issuance of such certificate representing such Series 7 Preferred Limited Partnership Units or any security transfer taxes, and the Partnership will not be required to issue or deliver a certificate or certificates in a name or names other than that of the Holder of the Series 7 Preferred Limited Partnership Units reclassified unless the person or persons requesting the issuance thereof has paid to the Partnership the amount of any such security transfer tax or has established to the satisfaction of the Partnership that such tax has been paid.

Appears in 1 contract

Samples: Limited Partnership Agreement

Manner of Reclassification. (a) The Subject to the provisions of Section 17, the Reclassification Privilege may be exercised by notice in writing (an “Election Notice”) given not earlier than the 30th day prior to a Series 8 7 Reclassification Date but not later than 5:00 p.m. (Toronto time) on the 13th 15th day preceding the applicable Series 8 7 Reclassification Date during usual business hours at any principal transfer office of the Transfer Agent, or such other place or places in Canada as the Partnership may agree, accompanied by (1) payment or evidence of payment of the tax (if any) payable as provided in this Section 5.3; and (2) the certificate or certificates representing the Series 8 7 Preferred Limited Partnership Units in respect of which the Holder thereof desires to exercise the Reclassification Privilege with the notice of reclassification on the back thereof or other appropriate notice of reclassification duly endorsed by the Holder, or his or her attorney duly authorized in writing, in which Election Notice such Holder may also elect to reclassify part only of the Series 8 7 Preferred Limited Partnership Units represented by such certificate or certificates not theretofore called for redemption in which event the Partnership will issue and deliver or cause to be delivered to such Holder, at the expense of the Partnership, a new certificate representing the Series 8 7 Preferred Limited Partnership Units represented by such certificate or certificates that have not been reclassified. Each Election Notice will be irrevocable once received by the Partnership. (b) If the Partnership does not receive an Election Notice from a Holder of Series 8 7 Preferred Limited Partnership Units during the notice period therefor, then the Series 8 7 Preferred Limited Partnership Units shall be deemed not to have been reclassified (except in the case of an automatic reclassification pursuant to Section 5.2). (c) In Subject to the provisions of Section 17, in the event the Partnership is required to reclassify all remaining Outstanding Series 8 7 Preferred Limited Partnership Units into Series 7 8 Preferred Limited Partnership Units on the applicable Series 8 7 Reclassification Date as provided for in Section 5.2, the Series 8 7 Preferred Limited Partnership Units in respect of which the Holders have not previously elected to reclassify will be reclassified on the Series 8 7 Reclassification Date into Series 7 8 Preferred Limited Partnership Units and the Holders thereof will be deemed to be Holders of Series 7 8 Preferred Limited Partnership Units at 5:00 p.m. (Toronto time) on the Series 8 7 Reclassification Date and will be entitled, upon surrender during usual business hours at any principal transfer office of the Transfer Agent, or such other place or places in Canada as the Partnership may agree, of the certificate or certificates representing Series 8 7 Preferred Limited Partnership Units not previously provided for reclassification, to receive a certificate or certificates representing the same number of Series 7 8 Preferred Limited Partnership Units in the manner and subject to the terms and provisions as provided in this Section 5.3.. A-104 (d) As Subject to the provisions of Section 17, as promptly as practicable after the Series 8 7 Reclassification Date, the Partnership will issue and deliver, or cause to be delivered to or upon the written order of the Holder of the Series 8 7 Preferred Limited Partnership Units so reclassified in accordance with this Section 5, a certificate or certificates, issued in the name of, or in such name or names as may be directed by, such Holder representing the number of fully-paid and non-assessable Series 7 8 Preferred Limited Partnership Units and the number of remaining Series 8 7 Preferred Limited Partnership Units, if any, to which such Holder is entitled. Such reclassification will be deemed to have been made at 5:00 p.m. (Toronto time) on the Series 8 7 Reclassification Date, so that the rights of the Holder of such Series 8 7 Preferred Limited Partnership Units as the Holder thereof will cease at such time and the person or persons entitled to receive the Series 7 8 Preferred Limited Partnership Units upon such reclassification will be treated for all purposes as having become the Holder or Holders of record of such Series 7 8 Preferred Limited Partnership Units at such time. (e) The Holder of any Series 8 7 Preferred Limited Partnership Unit on the record date for any Series 8 7 Distributions declared payable on such unit will be entitled to such distributions notwithstanding that such unit is reclassified into a Series 7 8 Preferred Limited Partnership Unit after such record date and on or before the date of the payment of such distribution. (f) The Subject to the provisions of Section 17, the issuance of certificates for the Series 7 8 Preferred Limited Partnership Units upon the reclassification of Series 8 7 Preferred Limited Partnership Units will be made without charge to the reclassifying Holders for any fee in respect of the issuance of such certificates or the Series 7 8 Preferred Limited Partnership Units represented thereby; provided, however, that the Partnership will not be required to pay any tax that may be imposed upon such Holder as a result of the reclassification or the issuance of such certificate representing such Series 7 8 Preferred Limited Partnership Units or any security transfer taxes, and the Partnership will not be required to issue or deliver a certificate or certificates in a name or names other than that of the Holder of the Series 7 8 Preferred Limited Partnership Units reclassified unless the person or persons requesting the issuance thereof has paid to the Partnership the amount of any such security transfer tax or has established to the satisfaction of the Partnership that such tax has been paid.

Appears in 1 contract

Samples: Limited Partnership Agreement (Brookfield Infrastructure Partners L.P.)

Manner of Reclassification. (a) The Subject to the provisions of Section 17, the Reclassification Privilege may be exercised by notice in writing (an “Election Notice”) given not earlier than the 30th day prior to a Series 8 7 Reclassification Date but not later than 5:00 p.m. (Toronto time) on the 13th 15th day preceding the applicable Series 8 7 Reclassification Date during usual business hours at any principal transfer office of the Transfer Agent, or such other place or places in Canada as the Partnership may agree, accompanied by (1) payment or evidence of payment of the tax (if any) payable as provided in this Section 5.3; and (2) the certificate or certificates representing the Series 8 7 Preferred Limited Partnership Units in respect of which the Holder thereof desires to exercise the Reclassification Privilege with the notice of reclassification on the back thereof or other appropriate notice of reclassification duly endorsed by the Holder, or his or her attorney duly authorized in writing, in which Election Notice such Holder may also elect to reclassify part only of the Series 8 7 Preferred Limited Partnership Units represented by such certificate or certificates not theretofore called for redemption in which event the Partnership will issue and deliver or cause to be delivered to such Holder, at the expense of the Partnership, a new certificate representing the Series 8 7 Preferred Limited Partnership Units represented by such certificate or certificates that have not been reclassified. Each Election Notice will be irrevocable once received by the Partnership. (b) If the Partnership does not receive an Election Notice from a Holder of Series 8 7 Preferred Limited Partnership Units during the notice period therefor, then the Series 8 7 Preferred Limited Partnership Units shall be deemed not to have been reclassified (except in the case of an automatic reclassification pursuant to Section 5.2). (c) In Subject to the provisions of Section 17, in the event the Partnership is required to reclassify all remaining Outstanding Series 8 7 Preferred Limited Partnership Units into Series 7 8 Preferred Limited Partnership Units on the applicable Series 8 7 Reclassification Date as provided for in Section 5.2, the Series 8 7 Preferred Limited Partnership Units in respect of which the Holders have not previously elected to reclassify will be reclassified on the Series 8 7 Reclassification Date into Series 7 8 Preferred Limited Partnership Units and the Holders thereof will be deemed to be Holders of Series 7 8 Preferred Limited Partnership Units at 5:00 p.m. (Toronto time) on the Series 8 7 Reclassification Date and will be entitled, upon surrender during usual business hours at any principal transfer office of the Transfer Agent, or such other place or places in Canada as the Partnership may agree, of the certificate or certificates representing Series 8 7 Preferred Limited Partnership Units not previously provided for reclassification, to receive a certificate or certificates representing the same number of Series 7 8 Preferred Limited Partnership Units in the manner and subject to the terms and provisions as provided in this Section 5.3. (d) As Subject to the provisions of Section 17, as promptly as practicable after the Series 8 7 Reclassification Date, the Partnership will issue and deliver, or cause to be delivered to or upon the written order of the Holder of the Series 8 7 Preferred Limited Partnership Units so reclassified in accordance with this Section 5, a certificate or certificates, issued in the name of, or in such name or names as may be directed by, such Holder representing the number of fully-paid and non-non- assessable Series 7 8 Preferred Limited Partnership Units and the number of remaining Series 8 7 Preferred Limited Partnership Units, if any, to which such Holder is entitled. Such reclassification will be deemed to have been made at 5:00 p.m. (Toronto time) on the Series 8 7 Reclassification Date, so that the rights of the Holder of such Series 8 7 Preferred Limited Partnership Units as the Holder thereof will cease at such time and the person or persons entitled to receive the Series 7 8 Preferred Limited Partnership Units upon such reclassification will be treated for all purposes as having become the Holder or Holders of record of such Series 7 8 Preferred Limited Partnership Units at such time. (e) The Holder of any Series 8 7 Preferred Limited Partnership Unit on the record date for any Series 8 7 Distributions declared payable on such unit will be entitled to such distributions notwithstanding that such unit is reclassified into a Series 7 8 Preferred Limited Partnership Unit after such record date and on or before the date of the payment of such distribution. (f) The Subject to the provisions of Section 17, the issuance of certificates for the Series 7 8 Preferred Limited Partnership Units upon the reclassification of Series 8 7 Preferred Limited Partnership Units will be made without charge to the reclassifying Holders for any fee in respect of the issuance of such certificates or the Series 7 8 Preferred Limited Partnership Units represented thereby; provided, however, that the Partnership will not be required to pay any tax that may be imposed upon such Holder as a result of the reclassification or the issuance of such certificate representing such Series 7 8 Preferred Limited Partnership Units or any security transfer taxes, and the Partnership will not be required to issue or deliver a certificate or certificates in a name or names other than that of the Holder of the Series 7 8 Preferred Limited Partnership Units reclassified unless the person or persons requesting the issuance thereof has paid to the Partnership the amount of any such security transfer tax or has established to the satisfaction of the Partnership that such tax has been paid.

Appears in 1 contract

Samples: Limited Partnership Agreement

Manner of Reclassification. (a) The Subject to the provisions of Section 17, the Reclassification Privilege may be exercised by notice in writing (an "Election Notice") given not earlier than the 30th day prior to a Series 8 7 Reclassification Date but not later than 5:00 p.m. (Toronto time) on the 13th 15th day preceding the applicable Series 8 7 Reclassification Date during usual business hours at any principal transfer office of the Transfer Agent, or such other place or places in Canada as the Partnership may agree, accompanied by (1) payment or evidence of payment of the tax (if any) payable as provided in this Section 5.3; and (2) the certificate or certificates representing the Series 8 7 Preferred Limited Partnership Units in respect of which the Holder thereof desires to exercise the Reclassification Privilege with the notice of reclassification on the back thereof or other appropriate notice of reclassification duly endorsed by the Holder, or his or her attorney duly authorized in writing, in which Election Notice such Holder may also elect to reclassify part only of the Series 8 7 Preferred Limited Partnership Units represented by such certificate or certificates not theretofore called for redemption in which event the Partnership will issue and deliver or cause to be delivered to such Holder, at the expense of the Partnership, a new certificate representing the Series 8 7 Preferred Limited Partnership Units represented by such certificate or certificates that have not been reclassified. Each Election Notice will be irrevocable once received by the Partnership. (b) If the Partnership does not receive an Election Notice from a Holder of Series 8 7 Preferred Limited Partnership Units during the notice period therefor, then the Series 8 7 Preferred Limited Partnership Units shall be deemed not to have been reclassified (except in the case of an automatic reclassification pursuant to Section 5.2). (c) In Subject to the provisions of Section 17, in the event the Partnership is required to reclassify all remaining Outstanding Series 8 7 Preferred Limited Partnership Units into Series 7 8 Preferred Limited Partnership Units on the applicable Series 8 7 Reclassification Date as provided for in Section 5.2, the Series 8 7 Preferred Limited Partnership Units in respect of which the Holders have not previously elected to reclassify will be reclassified on the Series 8 7 Reclassification Date into Series 7 8 Preferred Limited Partnership Units and the Holders thereof will be deemed to be Holders of Series 7 8 Preferred Limited Partnership Units at 5:00 p.m. (Toronto time) on the Series 8 7 Reclassification Date and will be entitled, upon surrender during usual business hours at any principal transfer office of the Transfer Agent, or such other place or places in Canada as the Partnership may agree, of the certificate or certificates representing Series 8 7 Preferred Limited Partnership Units not previously provided for reclassification, to receive a certificate or certificates representing the same number of Series 7 8 Preferred Limited Partnership Units in the manner and subject to the terms and provisions as provided in this Section 5.3. (d) As Subject to the provisions of Section 17, as promptly as practicable after the Series 8 7 Reclassification Date, the Partnership will issue and deliver, or cause to be delivered to or upon the written order of the Holder of the Series 8 7 Preferred Limited Partnership Units so reclassified in accordance with this Section 5, a certificate or certificates, issued in the name of, or in such name or names as may be directed by, such Holder representing the number of fully-paid and non-non- assessable Series 7 8 Preferred Limited Partnership Units and the number of remaining Series 8 7 Preferred Limited Partnership Units, if any, to which such Holder is entitled. Such reclassification will be deemed to have been made at 5:00 p.m. (Toronto time) on the Series 8 7 Reclassification Date, so that the rights of the Holder of such Series 8 7 Preferred Limited Partnership Units as the Holder thereof will cease at such time and the person or persons entitled to receive the Series 7 8 Preferred Limited Partnership Units upon such reclassification will be treated for all purposes as having become the Holder or Holders of record of such Series 7 8 Preferred Limited Partnership Units at such time. (e) The Holder of any Series 8 7 Preferred Limited Partnership Unit on the record date for any Series 8 7 Distributions declared payable on such unit will be entitled to such distributions notwithstanding that such unit is reclassified into a Series 7 8 Preferred Limited Partnership Unit after such record date and on or before the date of the payment of such distribution. (f) The Subject to the provisions of Section 17, the issuance of certificates for the Series 7 8 Preferred Limited Partnership Units upon the reclassification of Series 8 7 Preferred Limited Partnership Units will be made without charge to the reclassifying Holders for any fee in respect of the issuance of such certificates or the Series 7 8 Preferred Limited Partnership Units represented thereby; provided, however, that the Partnership will not be required to pay any tax that may be imposed upon such Holder as a result of the reclassification or the issuance of such certificate representing such Series 7 8 Preferred Limited Partnership Units or any security transfer taxes, and the Partnership will not be required to issue or deliver a certificate or certificates in a name or names other than that of the Holder of the Series 7 8 Preferred Limited Partnership Units reclassified unless the person or persons requesting the issuance thereof has paid to the Partnership the amount of any such security transfer tax or has established to the satisfaction of the Partnership that such tax has been paid.

Appears in 1 contract

Samples: Limited Partnership Agreement (Brookfield Renewable Partners L.P.)

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Manner of Reclassification. (a) The Reclassification Privilege may be exercised by notice in writing (an “Election Notice”) given not earlier than the 30th day prior to a Series 8 10 Reclassification Date but not later than 5:00 p.m. (Toronto time) on the 13th day preceding the applicable Series 8 10 Reclassification Date during usual business hours at any principal office of the Transfer Agent, or such other place or places in Canada as the Partnership may agree, accompanied by (1) payment or evidence of payment of the tax (if any) payable as provided in this Section 5.3Schedule APart IX5.3; and (2) the certificate or certificates representing the Series 8 10 Preferred Limited Partnership Units in respect of which the Holder thereof desires to exercise the Reclassification Privilege with the notice of reclassification on the back thereof or other appropriate notice of reclassification duly endorsed by the Holder, or his or her attorney duly authorized in writing, in which Election Notice such Holder may also elect to reclassify part only of the Series 8 10 Preferred Limited Partnership Units represented by such certificate or certificates not theretofore called for redemption in which event the Partnership will issue and deliver or cause to be delivered to such Holder, at the expense of the Partnership, a new certificate representing the Series 8 10 Preferred Limited Partnership Units represented by such certificate or certificates that have not been reclassified. Each Election Notice will be irrevocable once received by the Partnership. (b) If the Partnership does not receive an Election Notice from a Holder of Series 8 10 Preferred Limited Partnership Units during the notice period therefor, then the Series 8 10 Preferred Limited Partnership Units shall be deemed not to have been reclassified (except in the case of an automatic reclassification pursuant to Section 5.2). (c) In the event the Partnership is required to reclassify all remaining Outstanding Series 8 10 Preferred Limited Partnership Units into Series 7 9 Preferred Limited Partnership Units on the applicable Series 8 10 Reclassification Date as provided for in Section 5.2, the Series 8 10 Preferred Limited Partnership Units in respect of which the Holders have not previously elected to reclassify will be reclassified on the Series 8 10 Reclassification Date into Series 7 9 Preferred Limited Partnership Units and the Holders thereof will be deemed to be Holders of Series 7 9 Preferred Limited Partnership Units at 5:00 p.m. (Toronto time) on the Series 8 10 Reclassification Date and will be entitled, upon surrender during usual business hours at any principal office of the Transfer Agent, or such other place or places in Canada as the Partnership may agree, of the certificate or certificates representing Series 8 10 Preferred Limited Partnership Units not previously provided for reclassification, to receive a certificate or certificates representing the same number of Series 7 9 Preferred Limited Partnership Units in the manner and subject to the terms and provisions as provided in this Section 5.3. (d) As promptly as practicable after the Series 8 10 Reclassification Date, the Partnership will issue and deliver, or cause to be delivered to or upon the written order of the Holder of the Series 8 10 Preferred Limited Partnership Units so reclassified in accordance with this Section 5, a certificate or certificates, issued in the name of, or in such name or names as may be directed by, such Holder representing the number of fully-paid and non-assessable Series 7 9 Preferred Limited Partnership Units and the number of remaining Series 8 10 Preferred Limited Partnership Units, if any, to which such Holder is entitled. Such reclassification will be deemed to have been made at 5:00 p.m. (Toronto time) on the Series 8 10 Reclassification Date, so that the rights of the Holder of such Series 8 10 Preferred Limited Partnership Units as the Holder thereof will cease at such time and the person or persons entitled to receive the Series 7 9 Preferred Limited Partnership Units upon such reclassification will be treated for all purposes as having become the Holder or Holders of record of such Series 7 9 Preferred Limited Partnership Units at such time. (e) The Holder of any Series 8 10 Preferred Limited Partnership Unit on the record date for any Series 8 10 Distributions declared payable on such unit will be entitled to such distributions notwithstanding that such unit is reclassified into a Series 7 9 Preferred Limited Partnership Unit after such record date and on or before the date of the payment of such distribution. (f) The issuance of certificates for the Series 7 9 Preferred Limited Partnership Units upon the reclassification of Series 8 10 Preferred Limited Partnership Units will be made without charge to the reclassifying Holders for any fee in respect of the issuance of such certificates or the Series 7 9 Preferred Limited Partnership Units represented thereby; provided, however, that the Partnership will not be required to pay any tax that may be imposed upon such Holder as a result of the reclassification or the issuance of such certificate representing such Series 7 9 Preferred Limited Partnership Units or any security transfer taxes, and the Partnership will not be required to issue or deliver a certificate or certificates in a name or names other than that of the Holder of the Series 7 9 Preferred Limited Partnership Units reclassified unless the person or persons requesting the issuance thereof has paid to the Partnership the amount of any such security transfer tax or has established to the satisfaction of the Partnership that such tax has been paid.

Appears in 1 contract

Samples: Limited Partnership Agreement (Brookfield Infrastructure Partners L.P.)

Manner of Reclassification. (a) The Subject to the provisions of Section 17, the Reclassification Privilege may be exercised by notice in writing (an “Election Notice”) given not earlier than the 30th day prior to a Series 8 10 Reclassification Date but not later than 5:00 p.m. (Toronto time) on the 13th 15th day preceding the applicable Series 8 10 Reclassification Date during usual business hours at any principal transfer office of the Transfer Agent, or such other place or places in Canada as the Partnership may agree, accompanied by (1) payment or evidence of payment of the tax (if any) payable as provided in this Section 5.3; and (2) the certificate or certificates representing the Series 8 10 Preferred Limited Partnership Units in respect of which the Holder thereof desires to exercise the Reclassification Privilege with the notice of reclassification on the back thereof or other appropriate notice of reclassification duly endorsed by the Holder, or his or her attorney duly authorized in writing, in which Election Notice such Holder may also elect to reclassify part only of the Series 8 10 Preferred Limited Partnership Units represented by such certificate or certificates not theretofore called for redemption in which event the Partnership will issue and deliver or cause to be delivered to such Holder, at the expense of the Partnership, a new certificate representing the Series 8 10 Preferred Limited Partnership Units represented by such certificate or certificates that have not been reclassified. Each Election Notice will be irrevocable once received by the Partnership. (b) If the Partnership does not receive an Election Notice from a Holder of Series 8 10 Preferred Limited Partnership Units during the notice period therefor, then the Series 8 10 Preferred Limited Partnership Units shall be deemed not to have been reclassified (except in the case of an automatic reclassification pursuant to Section 5.2). (c) In Subject to the provisions of Section 17, in the event the Partnership is required to reclassify all remaining Outstanding Series 8 10 Preferred Limited Partnership Units into Series 7 9 Preferred Limited Partnership Units on the applicable Series 8 10 Reclassification Date as provided for in Section 5.2, the Series 8 10 Preferred Limited Partnership Units in respect of which the Holders have not previously elected to reclassify will be reclassified on the Series 8 10 Reclassification Date into Series 7 9 Preferred Limited Partnership Units and the Holders thereof will be deemed to be Holders of Series 7 9 Preferred Limited Partnership Units at 5:00 p.m. (Toronto time) on the Series 8 10 Reclassification Date and will be entitled, upon surrender during usual business hours at any principal transfer office of the Transfer Agent, or such other place or places in Canada as the Partnership may agree, of the certificate or certificates representing Series 8 10 Preferred Limited Partnership Units not previously provided for reclassification, to receive a certificate or certificates representing the same number of Series 7 9 Preferred Limited Partnership Units in the manner and subject to the terms and provisions as provided in this Section 5.3. (d) As Subject to the provisions of Section 17, as promptly as practicable after the Series 8 10 Reclassification Date, the Partnership will issue and deliver, or cause to be delivered to or upon the written order of the Holder of the Series 8 10 Preferred Limited Partnership Units so reclassified in accordance with this Section 5, a certificate or certificates, issued in the name of, or in such name or names as may be directed by, such Holder representing the number of fully-paid and non-assessable Series 7 9 Preferred Limited Partnership Units and the number of remaining Series 8 10 Preferred Limited Partnership Units, if any, to which such Holder is entitled. Such reclassification will be deemed to have been made at 5:00 p.m. (Toronto time) on the Series 8 10 Reclassification Date, so that the rights of the Holder of such Series 8 10 Preferred Limited Partnership Units as the Holder thereof will cease at such time and the person or persons entitled to receive the Series 7 9 Preferred Limited Partnership Units upon such reclassification will be treated for all purposes as having become the Holder or Holders of record of such Series 7 9 Preferred Limited Partnership Units at such time. (e) The Holder of any Series 8 10 Preferred Limited Partnership Unit on the record date for any Series 8 10 Distributions declared payable on such unit will be entitled to such distributions notwithstanding that such unit is reclassified into a Series 7 9 Preferred Limited Partnership Unit after such record date and on or before the date of the payment of such distribution. (f) The Subject to the provisions of Section 17, the issuance of certificates for the Series 7 9 Preferred Limited Partnership Units upon the reclassification of Series 8 10 Preferred Limited Partnership Units will be made without charge to the reclassifying Holders for any fee in respect of the issuance of such certificates or the Series 7 9 Preferred Limited Partnership Units represented thereby; provided, however, that the Partnership will not be required to pay any tax that may be imposed upon such Holder as a result of the reclassification or the issuance of such certificate representing such Series 7 9 Preferred Limited Partnership Units or any security transfer taxes, and the Partnership will not be required to issue or deliver a certificate or certificates in a name or names other than that of the Holder of the Series 7 9 Preferred Limited Partnership Units reclassified unless the person or persons requesting the issuance thereof has paid to the Partnership the amount of any such security transfer tax or has established to the satisfaction of the Partnership that such tax has been paid.

Appears in 1 contract

Samples: Limited Partnership Agreement (Brookfield Renewable Partners L.P.)

Manner of Reclassification. (a) The Subject to the provisions of Section 17, the Reclassification Privilege may be exercised by notice in writing (an “Election Notice”) given not earlier than the 30th day prior to a Series 8 11 Reclassification Date but not later than 5:00 p.m. (Toronto time) on the 13th 15th day preceding the applicable Series 8 11 Reclassification Date during usual business hours at any principal transfer office of the Transfer Agent, or such other place or places in Canada as the Partnership may agree, accompanied by (1) payment or evidence of payment of the tax (if any) payable as provided in this Section 5.3; and (2) the certificate or certificates representing the Series 8 11 Preferred Limited Partnership Units in respect of which the Holder thereof desires to exercise the Reclassification Privilege with the notice of reclassification on the back thereof or other appropriate notice of reclassification duly endorsed by the Holder, or his or her attorney duly authorized in writing, in which Election Notice such Holder may also elect to reclassify part only of the Series 8 11 Preferred Limited Partnership Units represented by such certificate or certificates not theretofore called for redemption in which event the Partnership will issue and deliver or cause to be delivered to such Holder, at the expense of the Partnership, a new certificate representing the Series 8 11 Preferred Limited Partnership Units represented by such certificate or certificates that have not been reclassified. Each Election Notice will be irrevocable once received by the Partnership. (b) If the Partnership does not receive an Election Notice from a Holder of Series 8 11 Preferred Limited Partnership Units during the notice period therefor, then the Series 8 11 Preferred Limited Partnership Units shall be deemed not to have been reclassified (except in the case of an automatic reclassification pursuant to Section 5.2). (c) In Subject to the provisions of Section 17, in the event the Partnership is required to reclassify all remaining Outstanding Series 8 11 Preferred Limited Partnership Units into Series 7 12 Preferred Limited Partnership Units on the applicable Series 8 11 Reclassification Date as provided for in Section 5.2, the Series 8 11 Preferred Limited Partnership Units in respect of which the Holders have not previously elected to reclassify will be reclassified on the Series 8 11 Reclassification Date into Series 7 12 Preferred Limited Partnership Units and the Holders thereof will be deemed to be Holders of Series 7 12 Preferred Limited Partnership Units at 5:00 p.m. (Toronto time) on the Series 8 11 Reclassification Date and will be entitled, upon surrender during usual business hours at any principal transfer office of the Transfer Agent, or such other place or places in Canada as the Partnership may agree, of the certificate or certificates representing Series 8 11 Preferred Limited Partnership Units not previously provided for reclassification, to receive a certificate or certificates representing the same number of Series 7 12 Preferred Limited Partnership Units in the manner and subject to the terms and provisions as provided in this Section 5.3. (d) As Subject to the provisions of Section 17, as promptly as practicable after the Series 8 11 Reclassification Date, the Partnership will issue and deliver, or cause to be delivered to or upon the written order of the Holder of the Series 8 11 Preferred Limited Partnership Units so reclassified in accordance with this Section 5, a certificate or certificates, issued in the name of, or in such name or names as may be directed by, such Holder representing the number of fully-paid and non-non- assessable Series 7 12 Preferred Limited Partnership Units and the number of remaining Series 8 11 Preferred Limited Partnership Units, if any, to which such Holder is entitled. Such reclassification will be deemed to have been made at 5:00 p.m. (Toronto time) on the Series 8 11 Reclassification Date, so that the rights of the Holder of such Series 8 11 Preferred Limited Partnership Units as the Holder thereof will cease at such time and the person or persons entitled to receive the Series 7 12 Preferred Limited Partnership Units upon such reclassification will be treated for all purposes as having become the Holder or Holders of record of such Series 7 12 Preferred Limited Partnership Units at such time. (e) The Holder of any Series 8 11 Preferred Limited Partnership Unit on the record date for any Series 8 11 Distributions declared payable on such unit will be entitled to such distributions notwithstanding that such unit is reclassified into a Series 7 12 Preferred Limited Partnership Unit after such record date and on or before the date of the payment of such distribution. (f) The Subject to the provisions of Section 17, the issuance of certificates for the Series 7 12 Preferred Limited Partnership Units upon the reclassification of Series 8 11 Preferred Limited Partnership Units will be made without charge to the reclassifying Holders for any fee in respect of the issuance of such certificates or the Series 7 12 Preferred Limited Partnership Units represented thereby; provided, however, that the Partnership will not be required to pay any tax that may be imposed upon such Holder as a result of the reclassification or the issuance of such certificate representing such Series 7 12 Preferred Limited Partnership Units or any security transfer taxes, and the Partnership will not be required to issue or deliver a certificate or certificates in a name or names other than that of the Holder of the Series 7 12 Preferred Limited Partnership Units reclassified unless the person or persons requesting the issuance thereof has paid to the Partnership the amount of any such security transfer tax or has established to the satisfaction of the Partnership that such tax has been paid.

Appears in 1 contract

Samples: Limited Partnership Agreement

Manner of Reclassification. (a) The Subject to the provisions of Section 17, the Reclassification Privilege may be exercised by notice in writing (an “Election Notice”) given not earlier than the 30th day prior to a Series 8 2 Reclassification Date but not later than 5:00 p.m. (Toronto time) on the 13th 15th day preceding the applicable Series 8 2 Reclassification Date during usual business hours at any principal transfer office of the Transfer Agent, or such other place or places in Canada as the Partnership may agree, accompanied by (1) payment or evidence of payment of the tax (if any) payable as provided in this Section 5.3; and (2) the certificate or certificates representing the Series 8 2 Preferred Limited Partnership Units in respect of which the Holder thereof desires to exercise the Reclassification Privilege with the notice of reclassification on the back thereof or other appropriate notice of reclassification duly endorsed by the Holder, or his or her attorney duly authorized in writing, in which Election Notice such Holder may also elect to reclassify part only of the Series 8 2 Preferred Limited Partnership Units represented by such certificate or certificates not theretofore called for redemption in which event the Partnership will issue and deliver or cause to be delivered to such Holder, at the expense of the Partnership, a new certificate representing the Series 8 2 Preferred Limited Partnership Units represented by such certificate or certificates that have not been reclassified. Each Election Notice will be irrevocable once received by the Partnership. (b) If the Partnership does not receive an Election Notice from a Holder of Series 8 2 Preferred Limited Partnership Units during the notice period therefor, then the Series 8 2 Preferred Limited Partnership Units shall be deemed not to have been reclassified (except in the case of an automatic reclassification pursuant to Section 5.2). (c) In Subject to the provisions of Section 17, in the event the Partnership is required to reclassify all remaining Outstanding Series 8 2 Preferred Limited Partnership Units into Series 7 1 Preferred Limited Partnership Units on the applicable Series 8 2 Reclassification Date as provided for in Section 5.2, the Series 8 2 Preferred Limited Partnership Units in respect of which the Holders have not previously elected to reclassify will be reclassified on the Series 8 2 Reclassification Date into Series 7 1 Preferred Limited Partnership Units and the Holders thereof will be deemed to be Holders of Series 7 1 Preferred Limited Partnership Units at 5:00 p.m. (Toronto time) on the Series 8 2 Reclassification Date and will be entitled, upon surrender during usual business hours at any principal transfer office of the Transfer Agent, or such other place or places in Canada as the Partnership may agree, of the certificate or certificates representing Series 8 2 Preferred Limited Partnership Units not previously provided for reclassification, to receive a certificate or certificates representing the same number of Series 7 1 Preferred Limited Partnership Units in the manner and subject to the terms and provisions as provided in this Section 5.3. (d) As Subject to the provisions of Section 17, as promptly as practicable after the Series 8 2 Reclassification Date, the Partnership will issue and deliver, or cause to be delivered to or upon the written order of the Holder of the Series 8 2 Preferred Limited Partnership Units so reclassified in accordance with this Section 5, a certificate or certificates, issued in the name of, or in such name or names as may be directed by, such Holder representing the number of fully-paid and non-non- assessable Series 7 1 Preferred Limited Partnership Units and the number of remaining Series 8 2 Preferred Limited Partnership Units, if any, to which such Holder is entitled. Such reclassification will be deemed to have been made at 5:00 p.m. (Toronto time) on the Series 8 2 Reclassification Date, so that the rights of the Holder of such Series 8 2 Preferred Limited Partnership Units as the Holder thereof will cease at such time and the person or persons entitled to receive the Series 7 1 Preferred Limited Partnership Units upon such reclassification will be treated for all purposes as having become the Holder or Holders of record of such Series 7 1 Preferred Limited Partnership Units at such time. (e) The Holder of any Series 8 2 Preferred Limited Partnership Unit on the record date for any Series 8 2 Distributions declared payable on such unit will be entitled to such distributions notwithstanding that such unit is reclassified into a Series 7 1 Preferred Limited Partnership Unit after such record date and on or before the date of the payment of such distribution. (f) The Subject to the provisions of Section 17, the issuance of certificates for the Series 7 1 Preferred Limited Partnership Units upon the reclassification of Series 8 2 Preferred Limited Partnership Units will be made without charge to the reclassifying Holders for any fee in respect of the issuance of such certificates or the Series 7 1 Preferred Limited Partnership Units represented thereby; provided, however, that the Partnership will not be required to pay any tax that may be imposed upon such Holder as a result of the reclassification or the issuance of such certificate representing such Series 7 1 Preferred Limited Partnership Units or any security transfer taxes, and the Partnership will not be required to issue or deliver a certificate or certificates in a name or names other than that of the Holder of the Series 7 1 Preferred Limited Partnership Units reclassified unless the person or persons requesting the issuance thereof has paid to the Partnership the amount of any such security transfer tax or has established to the satisfaction of the Partnership that such tax has been paid.

Appears in 1 contract

Samples: Limited Partnership Agreement

Manner of Reclassification. (a) The Subject to the provisions of Section 17, the Reclassification Privilege may be exercised by notice in writing (an “Election Notice”) given not earlier than the 30th day prior to a Series 8 12 Reclassification Date but not later than 5:00 p.m. (Toronto time) on the 13th 15th day preceding the applicable Series 8 12 Reclassification Date during usual business hours at any principal transfer office of the Transfer Agent, or such other place or places in Canada as the Partnership may agree, accompanied by (1) payment or evidence of payment of the tax (if any) payable as provided in this Section 5.3; and (2) the certificate or certificates representing the Series 8 12 Preferred Limited Partnership Units in respect of which the Holder thereof desires to exercise the Reclassification Privilege with the notice of reclassification on the back thereof or other appropriate notice of reclassification duly endorsed by the Holder, or his or her attorney duly authorized in writing, in which Election Notice such Holder may also elect to reclassify part only of the Series 8 12 Preferred Limited Partnership Units represented by such certificate or certificates not theretofore called for redemption in which event the Partnership will issue and deliver or cause to be delivered to such Holder, at the expense of the Partnership, a new certificate representing the Series 8 12 Preferred Limited Partnership Units represented by such certificate or certificates that have not been reclassified. Each Election Notice will be irrevocable once received by the Partnership. (b) If the Partnership does not receive an Election Notice from a Holder of Series 8 12 Preferred Limited Partnership Units during the notice period therefor, then the Series 8 12 Preferred Limited Partnership Units shall be deemed not to have been reclassified (except in the case of an automatic reclassification pursuant to Section 5.2). (c) In Subject to the provisions of Section 17, in the event the Partnership is required to reclassify all remaining Outstanding Series 8 12 Preferred Limited Partnership Units into Series 7 11 Preferred Limited Partnership Units on the applicable Series 8 12 Reclassification Date as provided for in Section 5.2, the Series 8 12 Preferred Limited Partnership Units in respect of which the Holders have not previously elected to reclassify will be reclassified on the Series 8 12 Reclassification Date into Series 7 11 Preferred Limited Partnership Units and the Holders thereof will be deemed to be Holders of Series 7 11 Preferred Limited Partnership Units at 5:00 p.m. (Toronto time) on the Series 8 12 Reclassification Date and will be entitled, upon surrender during usual business hours at any principal transfer office of the Transfer Agent, or such other place or places in Canada as the Partnership may agree, of the certificate or certificates representing Series 8 12 Preferred Limited Partnership Units not previously provided for reclassification, to receive a certificate or certificates representing the same number of Series 7 11 Preferred Limited Partnership Units in the manner and subject to the terms and provisions as provided in this Section 5.3. (d) As Subject to the provisions of Section 17, as promptly as practicable after the Series 8 12 Reclassification Date, the Partnership will issue and deliver, or cause to be delivered to or upon the written order of the Holder of the Series 8 12 Preferred Limited Partnership Units so reclassified in accordance with this Section 5, a certificate or certificates, issued in the name of, or in such name or names as may be directed by, such Holder representing the number of fully-paid and non-non- assessable Series 7 11 Preferred Limited Partnership Units and the number of remaining Series 8 12 Preferred Limited Partnership Units, if any, to which such Holder is entitled. Such reclassification will be deemed to have been made at 5:00 p.m. (Toronto time) on the Series 8 12 Reclassification Date, so that the rights of the Holder of such Series 8 12 Preferred Limited Partnership Units as the Holder thereof will cease at such time and the person or persons entitled to receive the Series 7 11 Preferred Limited Partnership Units upon such reclassification will be treated for all purposes as having become the Holder or Holders of record of such Series 7 11 Preferred Limited Partnership Units at such time. (e) The Holder of any Series 8 12 Preferred Limited Partnership Unit on the record date for any Series 8 12 Distributions declared payable on such unit will be entitled to such distributions notwithstanding that such unit is reclassified into a Series 7 11 Preferred Limited Partnership Unit after such record date and on or before the date of the payment of such distribution. (f) The Subject to the provisions of Section 17, the issuance of certificates for the Series 7 11 Preferred Limited Partnership Units upon the reclassification of Series 8 12 Preferred Limited Partnership Units will be made without charge to the reclassifying Holders for any fee in respect of the issuance of such certificates or the Series 7 11 Preferred Limited Partnership Units represented thereby; provided, however, that the Partnership will not be required to pay any tax that may be imposed upon such Holder as a result of the reclassification or the issuance of such certificate representing such Series 7 11 Preferred Limited Partnership Units or any security transfer taxes, and the Partnership will not be required to issue or deliver a certificate or certificates in a name or names other than that of the Holder of the Series 7 11 Preferred Limited Partnership Units reclassified unless the person or persons requesting the issuance thereof has paid to the Partnership the amount of any such security transfer tax or has established to the satisfaction of the Partnership that such tax has been paid.

Appears in 1 contract

Samples: Limited Partnership Agreement

Manner of Reclassification. (a) The Subject to the provisions of Section 17, the Reclassification Privilege may be exercised by notice in writing (an “Election Notice”) given not earlier than the 30th day prior to a Series 8 16 Reclassification Date but not later than 5:00 p.m. (Toronto time) on the 13th 15th day preceding the applicable Series 8 16 Reclassification Date during usual business hours at any principal transfer office of the Transfer Agent, or such other place or places in Canada as the Partnership may agree, accompanied by (1) payment or evidence of payment of the tax (if any) payable as provided in this Section 5.3; and (2) the certificate or certificates representing the Series 8 16 Preferred Limited Partnership Units in respect of which the Holder thereof desires to exercise the Reclassification Privilege with the notice of reclassification on the back thereof or other appropriate notice of reclassification duly endorsed by the Holder, or his or her attorney duly authorized in writing, in which Election Notice such Holder may also elect to reclassify part only of the Series 8 16 Preferred Limited Partnership Units represented by such certificate or certificates not theretofore called for redemption in which event the Partnership will issue and deliver or cause to be delivered to such Holder, at the expense of the Partnership, a new certificate representing the Series 8 16 Preferred Limited Partnership Units represented by such certificate or certificates that have not been reclassified. Each Election Notice will be irrevocable once received by the Partnership. (b) If the Partnership does not receive an Election Notice from a Holder of Series 8 16 Preferred Limited Partnership Units during the notice period therefor, then the Series 8 16 Preferred Limited Partnership Units shall be deemed not to have been reclassified (except in the case of an automatic reclassification pursuant to Section 5.2). (c) In Subject to the provisions of Section 17, in the event the Partnership is required to reclassify all remaining Outstanding Series 8 16 Preferred Limited Partnership Units into Series 7 15 Preferred Limited Partnership Units on the applicable Series 8 16 Reclassification Date as provided for in Section 5.2, the Series 8 16 Preferred Limited Partnership Units in respect of which the Holders have not previously elected to reclassify will be reclassified on the Series 8 16 Reclassification Date into Series 7 15 Preferred Limited Partnership Units and the Holders thereof will be deemed to be Holders of Series 7 15 Preferred Limited Partnership Units at 5:00 p.m. (Toronto time) on the Series 8 16 Reclassification Date and will be entitled, upon surrender during usual business hours at any principal transfer office of the Transfer Agent, or such other place or places in Canada as the Partnership may agree, of the certificate or certificates representing Series 8 16 Preferred Limited Partnership Units not previously provided for reclassification, to receive a certificate or certificates representing the same number of Series 7 15 Preferred Limited Partnership Units in the manner and subject to the terms and provisions as provided in this Section 5.3. (d) As Subject to the provisions of Section 17, as promptly as practicable after the Series 8 16 Reclassification Date, the Partnership will issue and deliver, or cause to be delivered to or upon the written order of the Holder of the Series 8 16 Preferred Limited Partnership Units so reclassified in accordance with this Section 5, a certificate or certificates, issued in the name of, or in such name or names as may be directed by, such Holder representing the number of fully-paid and non-assessable Series 7 15 Preferred Limited Partnership Units and the number of remaining Series 8 16 Preferred Limited Partnership Units, if any, to which such Holder is entitled. Such reclassification will be deemed to have been made at 5:00 p.m. (Toronto time) on the Series 8 16 Reclassification Date, so that the rights of the Holder of such Series 8 16 Preferred Limited Partnership Units as the Holder thereof will cease at such time and the person or persons entitled to receive the Series 7 15 Preferred Limited Partnership Units upon such reclassification will be treated for all purposes as having become the Holder or Holders of record of such Series 7 15 Preferred Limited Partnership Units at such time. (e) The Holder of any Series 8 16 Preferred Limited Partnership Unit on the record date for any Series 8 16 Distributions declared payable on such unit will be entitled to such distributions notwithstanding that such unit is reclassified into a Series 7 15 Preferred Limited Partnership Unit after such record date and on or before the date of the payment of such distribution. (f) The Subject to the provisions of Section 17, the issuance of certificates for the Series 7 15 Preferred Limited Partnership Units upon the reclassification of Series 8 16 Preferred Limited Partnership Units will be made without charge to the reclassifying Holders for any fee in respect of the issuance of such certificates or the Series 7 15 Preferred Limited Partnership Units represented thereby; provided, however, that the Partnership will not be required to pay any tax that may be imposed upon such Holder as a result of the reclassification or the issuance of such certificate representing such Series 7 15 Preferred Limited Partnership Units or any security transfer taxes, and the Partnership will not be required to issue or deliver a certificate or certificates in a name or names other than that of the Holder of the Series 7 15 Preferred Limited Partnership Units reclassified unless the person or persons requesting the issuance thereof has paid to the Partnership the amount of any such security transfer tax or has established to the satisfaction of the Partnership that such tax has been paid.

Appears in 1 contract

Samples: Limited Partnership Agreement (Brookfield Renewable Partners L.P.)

Manner of Reclassification. (a) The Subject to the provisions of Section 17, the Reclassification Privilege may be exercised by notice in writing (an “Election Notice”) given not earlier than the 30th day prior to a Series 8 11 Reclassification Date but not later than 5:00 p.m. (Toronto time) on the 13th 15th day preceding the applicable Series 8 11 Reclassification Date during usual business hours at any principal transfer office of the Transfer Agent, or such other place or places in Canada as the Partnership may agree, accompanied by (1) payment or evidence of payment of the tax (if any) payable as provided in this Section 5.3; and (2) the certificate or certificates representing the Series 8 11 Preferred Limited Partnership Units in respect of which the Holder thereof desires to exercise the Reclassification Privilege with the notice of reclassification on the back thereof or other appropriate notice of reclassification duly endorsed by the Holder, or his or her attorney duly authorized in writing, in which Election Notice such Holder may also elect to reclassify part only of the Series 8 11 Preferred Limited Partnership Units represented by such certificate or certificates not theretofore called for redemption in which event the Partnership will issue and deliver or cause to be delivered to such Holder, at the expense of the Partnership, a new certificate representing the Series 8 11 Preferred Limited Partnership Units represented by such certificate or certificates that have not been reclassified. Each Election Notice will be irrevocable once received by the Partnership. (b) If the Partnership does not receive an Election Notice from a Holder of Series 8 11 Preferred Limited Partnership Units during the notice period therefor, then the Series 8 11 Preferred Limited Partnership Units shall be deemed not to have been reclassified (except in the case of an automatic reclassification pursuant to Section 5.2). (c) In Subject to the provisions of Section 17, in the event the Partnership is required to reclassify all remaining Outstanding Series 8 11 Preferred Limited Partnership Units into Series 7 12 Preferred Limited Partnership Units on the applicable Series 8 11 Reclassification Date as provided for in Section 5.2, the Series 8 11 Preferred Limited Partnership Units in respect of which the Holders have not previously elected to reclassify will be reclassified on the Series 8 11 Reclassification Date into Series 7 12 Preferred Limited Partnership Units and the Holders thereof will be deemed to be Holders of Series 7 12 Preferred Limited Partnership Units at 5:00 p.m. (Toronto time) on the Series 8 11 Reclassification Date and will be entitled, upon surrender during usual business hours at any principal transfer office of the Transfer Agent, or such other place or places in Canada as the Partnership may agree, of the certificate or certificates representing Series 8 11 Preferred Limited Partnership Units not previously provided for reclassification, to receive a certificate or certificates representing the same number of Series 7 12 Preferred Limited Partnership Units in the manner and subject to the terms and provisions as provided in this Section 5.3. (d) As Subject to the provisions of Section 17, as promptly as practicable after the Series 8 11 Reclassification Date, the Partnership will issue and deliver, or cause to be delivered to or upon the written order of the Holder of the Series 8 11 Preferred Limited Partnership Units so reclassified in accordance with this Section 5, a certificate or certificates, issued in the name of, or in such name or names as may be directed by, such Holder representing the number of fully-paid and non-assessable Series 7 12 Preferred Limited Partnership Units and the number of remaining Series 8 11 Preferred Limited Partnership Units, if any, to which such Holder is entitled. Such reclassification will be deemed to have been made at 5:00 p.m. (Toronto time) on the Series 8 11 Reclassification Date, so that the rights of the Holder of such Series 8 11 Preferred Limited Partnership Units as the Holder thereof will cease at such time and the person or persons entitled to receive the Series 7 12 Preferred Limited Partnership Units upon such reclassification will be treated for all purposes as having become the Holder or Holders of record of such Series 7 12 Preferred Limited Partnership Units at such time. (e) The Holder of any Series 8 11 Preferred Limited Partnership Unit on the record date for any Series 8 11 Distributions declared payable on such unit will be entitled to such distributions notwithstanding that such unit is reclassified into a Series 7 12 Preferred Limited Partnership Unit after such record date and on or before the date of the payment of such distribution. (f) The Subject to the provisions of Section 17, the issuance of certificates for the Series 7 12 Preferred Limited Partnership Units upon the reclassification of Series 8 11 Preferred Limited Partnership Units will be made without charge to the reclassifying Holders for any fee in respect of the issuance of such certificates or the Series 7 12 Preferred Limited Partnership Units represented thereby; provided, however, that the Partnership will not be required to pay any tax that may be imposed upon such Holder as a result of the reclassification or the issuance of such certificate representing such Series 7 12 Preferred Limited Partnership Units or any security transfer taxes, and the Partnership will not be required to issue or deliver a certificate or certificates in a name or names other than that of the Holder of the Series 7 12 Preferred Limited Partnership Units reclassified unless the person or persons requesting the issuance thereof has paid to the Partnership the amount of any such security transfer tax or has established to the satisfaction of the Partnership that such tax has been paid.

Appears in 1 contract

Samples: Limited Partnership Agreement (Brookfield Infrastructure Partners L.P.)

Manner of Reclassification. (a) The Subject to the provisions of Section 17, the Reclassification Privilege may be exercised by notice in writing (an “Election Notice”) given not earlier than the 30th day prior to a Series 8 14 Reclassification Date but not later than 5:00 p.m. (Toronto time) on the 13th 15th day preceding the applicable Series 8 14 Reclassification Date during usual business hours at any principal transfer office of the Transfer Agent, or such other place or places in Canada as the Partnership may agree, accompanied by (1) payment or evidence of payment of the tax (if any) payable as provided in this Section 5.3; and (2) the certificate or certificates representing the Series 8 14 Preferred Limited Partnership Units in respect of which the Holder thereof desires to exercise the Reclassification Privilege with the notice of reclassification on the back thereof or other appropriate notice of reclassification duly endorsed by the Holder, or his or her attorney duly authorized in writing, in which Election Notice such Holder may also elect to reclassify part only of the Series 8 14 Preferred Limited Partnership Units represented by such certificate or certificates not theretofore called for redemption in which event the Partnership will issue and deliver or cause to be delivered to such Holder, at the expense of the Partnership, a new certificate representing the Series 8 14 Preferred Limited Partnership Units represented by such certificate or certificates that have not been reclassified. Each Election Notice will be irrevocable once received by the Partnership. (b) If the Partnership does not receive an Election Notice from a Holder of Series 8 14 Preferred Limited Partnership Units during the notice period therefor, then the Series 8 14 Preferred Limited Partnership Units shall be deemed not to have been reclassified (except in the case of an automatic reclassification pursuant to Section 5.2). (c) In Subject to the provisions of Section 17, in the event the Partnership is required to reclassify all remaining Outstanding Series 8 14 Preferred Limited Partnership Units into Series 7 13 Preferred Limited Partnership Units on the applicable Series 8 14 Reclassification Date as provided for in Section 5.2, the Series 8 14 Preferred Limited Partnership Units in respect of which the Holders have not previously elected to reclassify will be reclassified on the Series 8 14 Reclassification Date into Series 7 13 Preferred Limited Partnership Units and the Holders thereof will be deemed to be Holders of Series 7 13 Preferred Limited Partnership Units at 5:00 p.m. (Toronto time) on the Series 8 14 Reclassification Date and will be entitled, upon surrender during usual business hours at any principal transfer office of the Transfer Agent, or such other place or places in Canada as the Partnership may agree, of the certificate or certificates representing Series 8 14 Preferred Limited Partnership Units not previously provided for reclassification, to receive a certificate or certificates representing the same number of Series 7 13 Preferred Limited Partnership Units in the manner and subject to the terms and provisions as provided in this Section 5.3. (d) As Subject to the provisions of Section 17, as promptly as practicable after the Series 8 14 Reclassification Date, the Partnership will issue and deliver, or cause to be delivered to or upon the written order of the Holder of the Series 8 14 Preferred Limited Partnership Units so reclassified in accordance with this Section 5, a certificate or certificates, issued in the name of, or in such name or names as may be directed by, such Holder representing the number of fully-paid and non-assessable Series 7 13 Preferred Limited Partnership Units and the number of remaining Series 8 14 Preferred Limited Partnership Units, if any, to which such Holder is entitled. Such reclassification will be deemed to have been made at 5:00 p.m. (Toronto time) on the Series 8 14 Reclassification Date, so that the rights of the Holder of such Series 8 14 Preferred Limited Partnership Units as the Holder thereof will cease at such time and the person or persons entitled to receive the Series 7 13 Preferred Limited Partnership Units upon such reclassification will be treated for all purposes as having become the Holder or Holders of record of such Series 7 13 Preferred Limited Partnership Units at such time. (e) The Holder of any Series 8 14 Preferred Limited Partnership Unit on the record date for any Series 8 14 Distributions declared payable on such unit will be entitled to such distributions notwithstanding that such unit is reclassified into a Series 7 13 Preferred Limited Partnership Unit after such record date and on or before the date of the payment of such distribution. (f) The Subject to the provisions of Section 17, the issuance of certificates for the Series 7 13 Preferred Limited Partnership Units upon the reclassification of Series 8 14 Preferred Limited Partnership Units will be made without charge to the reclassifying Holders for any fee in respect of the issuance of such certificates or the Series 7 13 Preferred Limited Partnership Units represented thereby; provided, however, that the Partnership will not be required to pay any tax that may be imposed upon such Holder as a result of the reclassification or the issuance of such certificate representing such Series 7 13 Preferred Limited Partnership Units or any security transfer taxes, and the Partnership will not be required to issue or deliver a certificate or certificates in a name or names other than that of the Holder of the Series 7 13 Preferred Limited Partnership Units reclassified unless the person or persons requesting the issuance thereof has paid to the Partnership the amount of any such security transfer tax or has established to the satisfaction of the Partnership that such tax has been paid.

Appears in 1 contract

Samples: Limited Partnership Agreement (Brookfield Renewable Partners L.P.)

Manner of Reclassification. (a) The Reclassification Privilege may be exercised by notice in writing (an “Election Notice”) given not earlier than the 30th day prior to a Series 8 1 Reclassification Date but not later than 5:00 p.m. (Toronto time) on the 13th day preceding the applicable Series 8 1 Reclassification Date during usual business hours at any principal office of the Transfer Agent, or such other place or places in Canada as the Partnership may agree, accompanied by (1) payment or evidence of payment of the tax (if any) payable as provided in this Section 5.3; and (2) the certificate or certificates representing the Series 8 1 Preferred Limited Partnership Units in respect of which the Holder thereof desires to exercise the Reclassification Privilege with the notice of reclassification on the back thereof or other appropriate notice of reclassification duly endorsed by the Holder, or his or her attorney duly authorized in writing, in which Election Notice such Holder may also elect to reclassify part only of the Series 8 1 Preferred Limited Partnership Units represented by such certificate or certificates not theretofore called for redemption in which event the Partnership will issue and deliver or cause to be delivered to such Holder, at the expense of the Partnership, a new certificate representing the Series 8 1 Preferred Limited Partnership Units represented by such certificate or certificates that have not been reclassified. Each Election Notice will be irrevocable once received by the Partnership. (b) If the Partnership does not receive an Election Notice from a Holder of Series 8 1 Preferred Limited Partnership Units during the notice period therefor, then the the Series 8 1 Preferred Limited Partnership Units shall be deemed not to have been reclassified (except in the case of an automatic reclassification pursuant to Section 5.2). (c) In the event the Partnership is required to reclassify all remaining Outstanding Series 8 1 Preferred Limited Partnership Units into Series 7 2 Preferred Limited Partnership Units on the applicable Series 8 1 Reclassification Date as provided for in Section 5.2, the Series 8 1 Preferred Limited Partnership Units in respect of which the Holders have not previously elected to reclassify will be reclassified on the Series 8 1 Reclassification Date into Series 7 2 Preferred Limited Partnership Units and the Holders thereof will be deemed to be Holders of Series 7 2 Preferred Limited Partnership Units at 5:00 p.m. (Toronto time) on the Series 8 1 Reclassification Date and will be entitled, upon surrender during usual business hours at any principal office of the Transfer Agent, or such other place or places in Canada as the Partnership may agree, of the certificate or certificates representing Series 8 1 Preferred Limited Partnership Units not previously provided for reclassification, to receive a certificate or certificates representing the same number of Series 7 2 Preferred Limited Partnership Units in the manner and subject to the terms and provisions as provided in this Section 5.3. (d) As promptly as practicable after the Series 8 1 Reclassification Date, the Partnership will issue and deliver, or cause to be delivered to or upon the written order of the Holder of the Series 8 1 Preferred Limited Partnership Units so reclassified in accordance with this Section 5, a certificate or certificates, issued in the name of, or in such name or names as may be directed by, such Holder representing the number of fully-paid and non-assessable Series 7 2 Preferred Limited Partnership Units and the number of remaining Series 8 1 Preferred Limited Partnership Units, if any, to which such Holder is entitled. Such reclassification will be deemed to have been made at 5:00 p.m. (Toronto time) on the Series 8 1 Reclassification Date, so that the rights of the Holder of such Series 8 1 Preferred Limited Partnership Units as the Holder thereof will cease at such time and the person or persons entitled to receive the Series 7 2 Preferred Limited Partnership Units upon such reclassification will be treated for all purposes as having become the Holder or Holders of record of such Series 7 2 Preferred Limited Partnership Units at such time. (e) The Holder of any Series 8 1 Preferred Limited Partnership Unit on the record date for any Series 8 1 Distributions declared payable on such unit will be entitled to such distributions notwithstanding that such unit is reclassified into a Series 7 2 Preferred Limited Partnership Unit after such record date and on or before the date of the payment of such distribution. (f) The issuance of certificates for the Series 7 2 Preferred Limited Partnership Units upon the reclassification of Series 8 1 Preferred Limited Partnership Units will be made without charge to the reclassifying Holders for any fee in respect of the issuance of such certificates or the Series 7 2 Preferred Limited Partnership Units represented thereby; provided, however, that the Partnership will not be required to pay any tax that may be imposed upon such Holder as a result of the reclassification or the issuance of such certificate representing such Series 7 2 Preferred Limited Partnership Units or any security transfer taxes, and the Partnership will not be required to issue or deliver a certificate or certificates in a name or names other than that of the Holder of the Series 7 2 Preferred Limited Partnership Units reclassified unless the person or persons requesting the issuance thereof has paid to the Partnership the amount of any such security transfer tax or has established to the satisfaction of the Partnership that such tax has been paid.

Appears in 1 contract

Samples: Limited Partnership Agreement (Brookfield Infrastructure Partners L.P.)

Manner of Reclassification. (a) The Subject to the provisions of Section 17, the Reclassification Privilege may be exercised by notice in writing (an “Election Notice”) given not earlier than the 30th day prior to a Series 8 16 Reclassification Date but not later than 5:00 p.m. (Toronto time) on the 13th 15th day preceding the applicable Series 8 16 Reclassification Date during usual business hours at any principal transfer office of the Transfer Agent, or such other place or places in Canada as the Partnership may agree, accompanied by (1) payment or evidence of payment of the tax (if any) payable as provided in this Section 5.3; and (2) the certificate or certificates representing the Series 8 16 Preferred Limited Partnership Units in respect of which the Holder thereof desires to exercise the Reclassification Privilege with the notice of reclassification on the back thereof or other appropriate notice of reclassification duly endorsed by the Holder, or his or her attorney duly authorized in writing, in which Election Notice such Holder may also elect to reclassify part only of the Series 8 16 Preferred Limited Partnership Units represented by such certificate or certificates not theretofore called for redemption in which event the Partnership will issue and deliver or cause to be delivered to such Holder, at the expense of the Partnership, a new certificate representing the Series 8 16 Preferred Limited Partnership Units represented by such certificate or certificates that have not been reclassified. Each Election Notice will be irrevocable once received by the Partnership. (b) If the Partnership does not receive an Election Notice from a Holder of Series 8 16 Preferred Limited Partnership Units during the notice period therefor, then the Series 8 16 Preferred Limited Partnership Units shall be deemed not to have been reclassified (except in the case of an automatic reclassification pursuant to Section 5.2). (c) In Subject to the provisions of Section 17, in the event the Partnership is required to reclassify all remaining Outstanding Series 8 16 Preferred Limited Partnership Units into Series 7 15 Preferred Limited Partnership Units on the applicable Series 8 16 Reclassification Date as provided for in Section 5.2, the Series 8 16 Preferred Limited Partnership Units in respect of which the Holders have not previously elected to reclassify will be reclassified on the Series 8 16 Reclassification Date into Series 7 15 Preferred Limited Partnership Units and the Holders thereof will be deemed to be Holders of Series 7 15 Preferred Limited Partnership Units at 5:00 p.m. (Toronto time) on the Series 8 16 Reclassification Date and will be entitled, upon surrender during usual business hours at any principal transfer office of the Transfer Agent, or such other place or places in Canada as the Partnership may agree, of the certificate or certificates representing Series 8 16 Preferred Limited Partnership Units not previously provided for reclassification, to receive a certificate or certificates representing the same number of Series 7 15 Preferred Limited Partnership Units in the manner and subject to the terms and provisions as provided in this Section 5.3. (d) As Subject to the provisions of Section 17, as promptly as practicable after the Series 8 16 Reclassification Date, the Partnership will issue and deliver, or cause to be delivered to or upon the written order of the Holder of the Series 8 16 Preferred Limited Partnership Units so reclassified in accordance with this Section 5, a certificate or certificates, issued in the name of, or in such name or names as may be directed by, such Holder representing the number of fully-paid and non-non- assessable Series 7 15 Preferred Limited Partnership Units and the number of remaining Series 8 16 Preferred Limited Partnership Units, if any, to which such Holder is entitled. Such reclassification will be deemed to have been made at 5:00 p.m. (Toronto time) on the Series 8 16 Reclassification Date, so that the rights of the Holder of such Series 8 16 Preferred Limited Partnership Units as the Holder thereof will cease at such time and the person or persons entitled to receive the Series 7 15 Preferred Limited Partnership Units upon such reclassification will be treated for all purposes as having become the Holder or Holders of record of such Series 7 15 Preferred Limited Partnership Units at such time. (e) The Holder of any Series 8 16 Preferred Limited Partnership Unit on the record date for any Series 8 16 Distributions declared payable on such unit will be entitled to such distributions notwithstanding that such unit is reclassified into a Series 7 15 Preferred Limited Partnership Unit after such record date and on or before the date of the payment of such distribution. (f) The Subject to the provisions of Section 17, the issuance of certificates for the Series 7 15 Preferred Limited Partnership Units upon the reclassification of Series 8 16 Preferred Limited Partnership Units will be made without charge to the reclassifying Holders for any fee in respect of the issuance of such certificates or the Series 7 15 Preferred Limited Partnership Units represented thereby; provided, however, that the Partnership will not be required to pay any tax that may be imposed upon such Holder as a result of the reclassification or the issuance of such certificate representing such Series 7 15 Preferred Limited Partnership Units or any security transfer taxes, and the Partnership will not be required to issue or deliver a certificate or certificates in a name or names other than that of the Holder of the Series 7 15 Preferred Limited Partnership Units reclassified unless the person or persons requesting the issuance thereof has paid to the Partnership the amount of any such security transfer tax or has established to the satisfaction of the Partnership that such tax has been paid.

Appears in 1 contract

Samples: Limited Partnership Agreement

Manner of Reclassification. (a) The Subject to the provisions of Section 17, the Reclassification Privilege may be exercised by notice in writing (an “Election Notice”) given not earlier than the 30th day prior to a Series 8 1 Reclassification Date but not later than 5:00 p.m. (Toronto time) on the 13th 15th day preceding the applicable Series 8 1 Reclassification Date during usual business hours at any principal transfer office of the Transfer Agent, or such other place or places in Canada as the Partnership may agree, accompanied by (1) payment or evidence of payment of the tax (if any) payable as provided in this Section 5.3; and (2) the certificate or certificates representing the Series 8 1 Preferred Limited Partnership Units in respect of which the Holder thereof desires to exercise the Reclassification Privilege with the notice of reclassification on the back thereof or other appropriate notice of reclassification duly endorsed by the Holder, or his or her attorney duly authorized in writing, in which Election Notice such Holder may also elect to reclassify part only of the Series 8 1 Preferred Limited Partnership Units represented by such certificate or certificates not theretofore called for redemption in which event the Partnership will issue and deliver or cause to be delivered to such Holder, at the expense of the Partnership, a new certificate representing the Series 8 1 Preferred Limited Partnership Units represented by such certificate or certificates that have not been reclassified. Each Election Notice will be irrevocable once received by the Partnership. (b) If the Partnership does not receive an Election Notice from a Holder of Series 8 1 Preferred Limited Partnership Units during the notice period therefor, then the Series 8 1 Preferred Limited Partnership Units shall be deemed not to have been reclassified (except in the case of an automatic reclassification pursuant to Section 5.2). (c) In Subject to the provisions of Section 17, in the event the Partnership is required to reclassify all remaining Outstanding Series 8 1 Preferred Limited Partnership Units into Series 7 2 Preferred Limited Partnership Units on the applicable Series 8 1 Reclassification Date as provided for in Section 5.2, the Series 8 1 Preferred Limited Partnership Units in respect of which the Holders have not previously elected to reclassify will be reclassified on the Series 8 1 Reclassification Date into Series 7 2 Preferred Limited Partnership Units and the Holders thereof will be deemed to be Holders of Series 7 2 Preferred Limited Partnership Units at 5:00 p.m. (Toronto time) on the Series 8 1 Reclassification Date and will be entitled, upon surrender during usual business hours at any principal transfer office of the Transfer Agent, or such other place or places in Canada as the Partnership may agree, of the certificate or certificates representing Series 8 1 Preferred Limited Partnership Units not previously provided for reclassification, to receive a certificate or certificates representing the same number of Series 7 2 Preferred Limited Partnership Units in the manner and subject to the terms and provisions as provided in this Section 5.3. (d) As Subject to the provisions of Section 17, as promptly as practicable after the Series 8 1 Reclassification Date, the Partnership will issue and deliver, or cause to be delivered to or upon the written order of the Holder of the Series 8 1 Preferred Limited Partnership Units so reclassified in accordance with this Section 5, a certificate or certificates, issued in the name of, or in such name or names as may be directed by, such Holder representing the number of fully-paid and non-non- assessable Series 7 2 Preferred Limited Partnership Units and the number of remaining Series 8 1 Preferred Limited Partnership Units, if any, to which such Holder is entitled. Such reclassification will be deemed to have been made at 5:00 p.m. (Toronto time) on the Series 8 1 Reclassification Date, so that the rights of the Holder of such Series 8 1 Preferred Limited Partnership Units as the Holder thereof will cease at such time and the person or persons entitled to receive the Series 7 2 Preferred Limited Partnership Units upon such reclassification will be treated for all purposes as having become the Holder or Holders of record of such Series 7 2 Preferred Limited Partnership Units at such time. (e) The Holder of any Series 8 1 Preferred Limited Partnership Unit on the record date for any Series 8 1 Distributions declared payable on such unit will be entitled to such distributions notwithstanding that such unit is reclassified into a Series 7 2 Preferred Limited Partnership Unit after such record date and on or before the date of the payment of such distribution. (f) The Subject to the provisions of Section 17, the issuance of certificates for the Series 7 2 Preferred Limited Partnership Units upon the reclassification of Series 8 1 Preferred Limited Partnership Units will be made without charge to the reclassifying Holders for any fee in respect of the issuance of such certificates or the Series 7 2 Preferred Limited Partnership Units represented thereby; provided, however, that the Partnership will not be required to pay any tax that may be imposed upon such Holder as a result of the reclassification or the issuance of such certificate representing such Series 7 2 Preferred Limited Partnership Units or any security transfer taxes, and the Partnership will not be required to issue or deliver a certificate or certificates in a name or names other than that of the Holder of the Series 7 2 Preferred Limited Partnership Units reclassified unless the person or persons requesting the issuance thereof has paid to the Partnership the amount of any such security transfer tax or has established to the satisfaction of the Partnership that such tax has been paid.

Appears in 1 contract

Samples: Limited Partnership Agreement

Manner of Reclassification. (a) The Reclassification Privilege may be exercised by notice in writing (an “Election Notice”) given not earlier than the 30th day prior to a Series 8 16 Reclassification Date but not later than 5:00 p.m. (Toronto time) on the 13th 15th day preceding the applicable Series 8 16 Reclassification Date during usual business hours at any principal office of the Transfer Agent, or such other place or places in Canada as the Partnership may agree, accompanied by (1) payment or evidence of payment of the tax (if any) payable as provided in this Section 5.3; and (2) the certificate or certificates representing the Series 8 16 Preferred Limited Partnership Units in respect of which the Holder thereof desires to exercise the Reclassification Privilege with the notice of reclassification on the back thereof or other appropriate notice of reclassification duly endorsed by the Holder, or his or her attorney duly authorized in writing, in which Election Notice such Holder may also elect to reclassify part only of the Series 8 16 Preferred Limited Partnership Units represented by such certificate or certificates not theretofore called for redemption in which event the Partnership will issue and deliver or cause to be delivered to such Holder, at the expense of the Partnership, a new certificate representing the Series 8 16 Preferred Limited Partnership Units represented by such certificate or certificates that have not been reclassified. Each Election Notice will be irrevocable once received by the Partnership. (b) If the Partnership does not receive an Election Notice from a Holder of Series 8 16 Preferred Limited Partnership Units during the notice period therefor, then the Series 8 16 Preferred Limited Partnership Units shall be deemed not to have been reclassified (except in the case of an automatic reclassification pursuant to Section 5.2). (c) In the event the Partnership is required to reclassify all remaining Outstanding Series 8 16 Preferred Limited Partnership Units into Series 7 15 Preferred Limited Partnership Units on the applicable Series 8 16 Reclassification Date as provided for in Section 5.2, the Series 8 16 Preferred Limited Partnership Units in respect of which the Holders have not previously elected to reclassify will be reclassified on the Series 8 16 Reclassification Date into Series 7 15 Preferred Limited Partnership Units and the Holders thereof will be deemed to be Holders of Series 7 15 Preferred Limited Partnership Units at 5:00 p.m. (Toronto time) on the Series 8 16 Reclassification Date and will be entitled, upon surrender during usual business hours at any principal office of the Transfer Agent, or such other place or places in Canada as the Partnership may agree, of the certificate or certificates representing Series 8 16 Preferred Limited Partnership Units not previously provided for reclassification, to receive a certificate or certificates representing the same number of Series 7 15 Preferred Limited Partnership Units in the manner and subject to the terms and provisions as provided in this Section 5.3. (d) As promptly as practicable after the Series 8 16 Reclassification Date, the Partnership will issue and deliver, or cause to be delivered to or upon the written order of the Holder of the Series 8 16 Preferred Limited Partnership Units so reclassified in accordance with this Section 5, a certificate or certificates, issued in the name of, or in such name or names as may be directed by, such Holder representing the number of fully-paid and non-assessable Series 7 15 Preferred Limited Partnership Units and the number of remaining Series 8 16 Preferred Limited Partnership Units, if any, to which such Holder is entitled. Such reclassification will be deemed to have been made at 5:00 p.m. (Toronto time) on the Series 8 16 Reclassification Date, so that the rights of the Holder of such Series 8 16 Preferred Limited Partnership Units as the Holder thereof will cease at such time and the person or persons entitled to receive the Series 7 15 Preferred Limited Partnership Units upon such reclassification will be treated for all purposes as having become the Holder or Holders of record of such Series 7 15 Preferred Limited Partnership Units at such time. (e) The Holder of any Series 8 16 Preferred Limited Partnership Unit on the record date for any Series 8 16 Distributions declared payable on such unit will be entitled to such distributions notwithstanding that such unit is reclassified into a Series 7 15 Preferred Limited Partnership Unit after such record date and on or before the date of the payment of such distribution. (f) The issuance of certificates for the Series 7 15 Preferred Limited Partnership Units upon the reclassification of Series 8 16 Preferred Limited Partnership Units will be made without charge to the reclassifying Holders for any fee in respect of the issuance of such certificates or the Series 7 15 Preferred Limited Partnership Units represented thereby; provided, however, that the Partnership will not be required to pay any tax that may be imposed upon such Holder as a result of the reclassification or the issuance of such certificate representing such Series 7 15 Preferred Limited Partnership Units or any security transfer taxes, and the Partnership will not be required to issue or deliver a certificate or certificates in a name or names other than that of the Holder of the Series 7 15 Preferred Limited Partnership Units reclassified unless the person or persons requesting the issuance thereof has paid to the Partnership the amount of any such security transfer tax or has established to the satisfaction of the Partnership that such tax has been paid.

Appears in 1 contract

Samples: Limited Partnership Agreement (Brookfield Renewable Partners L.P.)

Manner of Reclassification. (a) The Reclassification Privilege may be exercised by notice in writing (an “Election Notice”) given not earlier than the 30th day prior to a Series 8 6 Reclassification Date but not later than 5:00 p.m. (Toronto time) on the 13th day preceding the applicable Series 8 6 Reclassification Date during usual business hours at any principal office of the Transfer Agent, or such other place or places in Canada as the Partnership may agree, accompanied by (1) payment or evidence of payment of the tax (if any) payable as provided in this Section 5.3; and (2) the certificate or certificates representing the Series 8 6 Preferred Limited Partnership Units in respect of which the Holder thereof desires to exercise the Reclassification Privilege with the notice of reclassification on the back thereof or other appropriate notice of reclassification duly endorsed by the Holder, or his or her attorney duly authorized in writing, in which Election Notice such Holder may also elect to reclassify part only of the Series 8 6 Preferred Limited Partnership Units represented by such certificate or certificates not theretofore called for redemption in which event the Partnership will issue and deliver or cause to be delivered to such Holder, at the expense of the Partnership, a new certificate representing the Series 8 6 Preferred Limited Partnership Units represented by such certificate or certificates that have not been reclassified. Each Election Notice will be irrevocable once received by the Partnership. (b) If the Partnership does not receive an Election Notice from a Holder of Series 8 6 Preferred Limited Partnership Units during the notice period therefor, then the Series 8 6 Preferred Limited Partnership Units shall be deemed not to have been reclassified (except in the case of an automatic reclassification pursuant to Section 5.2). (c) In the event the Partnership is required to reclassify all remaining Outstanding Series 8 6 Preferred Limited Partnership Units into Series 7 5 Preferred Limited Partnership Units on the applicable Series 8 6 Reclassification Date as provided for in Section 5.2, the Series 8 6 Preferred Limited Partnership Units in respect of which the Holders have not previously elected to reclassify will be reclassified on the Series 8 6 Reclassification Date into Series 7 5 Preferred Limited Partnership Units and the Holders thereof will be deemed to be Holders of Series 7 5 Preferred Limited Partnership Units at 5:00 p.m. (Toronto time) on the Series 8 6 Reclassification Date and will be entitled, upon surrender during usual business hours at any principal office of the Transfer Agent, or such other place or places in Canada as the Partnership may agree, of the certificate or certificates representing Series 8 6 Preferred Limited Partnership Units not previously provided for reclassification, to receive a certificate or certificates representing the same number of Series 7 5 Preferred Limited Partnership Units in the manner and subject to the terms and provisions as provided in this Section 5.3. (d) As promptly as practicable after the Series 8 6 Reclassification Date, the Partnership will issue and deliver, or cause to be delivered to or upon the written order of the Holder of the Series 8 6 Preferred Limited Partnership Units so reclassified in accordance with this Section 5, a certificate or certificates, issued in the name of, or in such name or names as may be directed by, such Holder representing the number of fully-paid and non-assessable Series 7 5 Preferred Limited Partnership Units and the number of remaining Series 8 6 Preferred Limited Partnership Units, if any, to which such Holder is entitled. Such reclassification will be deemed to have been made at 5:00 p.m. (Toronto time) on the Series 8 6 Reclassification Date, so that the rights of the Holder of such Series 8 6 Preferred Limited Partnership Units as the Holder thereof will cease at such time and the person or persons entitled to receive the Series 7 5 Preferred Limited Partnership Units upon such reclassification will be treated for all purposes as having become the Holder or Holders of record of such Series 7 5 Preferred Limited Partnership Units at such time. (e) The Holder of any Series 8 6 Preferred Limited Partnership Unit on the record date for any Series 8 6 Distributions declared payable on such unit will be entitled to such distributions notwithstanding that such unit is reclassified into a Series 7 Preferred Limited Partnership Unit after such record date and on or before the date of the payment of such distribution.to (f) The issuance of certificates for the Series 7 5 Preferred Limited Partnership Units upon the reclassification of Series 8 6 Preferred Limited Partnership Units will be made without charge to the reclassifying Holders for any fee in respect of the issuance of such certificates or the Series 7 5 Preferred Limited Partnership Units represented thereby; provided, however, that the Partnership will not be required to pay any tax that may be imposed upon such Holder as a result of the reclassification or the issuance of such certificate representing such Series 7 5 Preferred Limited Partnership Units or any security transfer taxes, and the Partnership will not be required to issue or deliver a certificate or certificates in a name or names other than that of the Holder of the Series 7 5 Preferred Limited Partnership Units reclassified unless the person or persons requesting the issuance thereof has paid to the Partnership the amount of any such security transfer tax or has established to the satisfaction of the Partnership that such tax has been paid.

Appears in 1 contract

Samples: Limited Partnership Agreement (Brookfield Infrastructure Partners L.P.)

Manner of Reclassification. (a) The Reclassification Privilege may be exercised by notice in writing (an “Election Notice”) given not earlier than the 30th day prior to a Series 8 15 Reclassification Date but not later than 5:00 p.m. (Toronto time) on the 13th 15th day preceding the applicable Series 8 15 Reclassification Date during usual business hours at any principal office of the Transfer Agent, or such other place or places in Canada as the Partnership may agree, accompanied by (1) payment or evidence of payment of the tax (if any) payable as provided in this Section 5.3; and (2) the certificate or certificates representing the Series 8 15 Preferred Limited Partnership Units in respect of which the Holder thereof desires to exercise the Reclassification Privilege with the notice of reclassification on the back thereof or other appropriate notice of reclassification duly endorsed by the Holder, or his or her attorney duly authorized in writing, in which Election Notice such Holder may also elect to reclassify part only of the Series 8 15 Preferred Limited Partnership Units represented by such certificate or certificates not theretofore called for redemption in which event the Partnership will issue and deliver or cause to be delivered to such Holder, at the expense of the Partnership, a new certificate representing the Series 8 15 Preferred Limited Partnership Units represented by such certificate or certificates that have not been reclassified. Each Election Notice will be irrevocable once received by the Partnership. (b) If the Partnership does not receive an Election Notice from a Holder of Series 8 15 Preferred Limited Partnership Units during the notice period therefor, then the Series 8 15 Preferred Limited Partnership Units shall be deemed not to have been reclassified (except in the case of an automatic reclassification pursuant to Section 5.2). (c) In the event the Partnership is required to reclassify all remaining Outstanding Series 8 15 Preferred Limited Partnership Units into Series 7 16 Preferred Limited Partnership Units on the applicable Series 8 15 Reclassification Date as provided for in Section 5.2, the Series 8 15 Preferred Limited Partnership Units in respect of which the Holders have not previously elected to reclassify will be reclassified on the Series 8 15 Reclassification Date into Series 7 16 Preferred Limited Partnership Units and the Holders thereof will be deemed to be Holders of Series 7 16 Preferred Limited Partnership Units at 5:00 p.m. (Toronto time) on the Series 8 15 Reclassification Date and will be entitled, upon surrender during usual business hours at any principal office of the Transfer Agent, or such other place or places in Canada as the Partnership may agree, of the certificate or certificates representing Series 8 15 Preferred Limited Partnership Units not previously provided for reclassification, to receive a certificate or certificates representing the same number of Series 7 16 Preferred Limited Partnership Units in the manner and subject to the terms and provisions as provided in this Section 5.3. (d) As promptly as practicable after the Series 8 15 Reclassification Date, the Partnership will issue and deliver, or cause to be delivered to or upon the written order of the Holder of the Series 8 15 Preferred Limited Partnership Units so reclassified in accordance with this Section 5, a certificate or certificates, issued in the name of, or in such name or names as may be directed by, such Holder representing the number of fully-paid and non-assessable Series 7 16 Preferred Limited Partnership Units and the number of remaining Series 8 15 Preferred Limited Partnership Units, if any, to which such Holder is entitled. Such reclassification will be deemed to have been made at 5:00 p.m. (Toronto time) on the Series 8 15 Reclassification Date, so that the rights of the Holder of such Series 8 15 Preferred Limited Partnership Units as the Holder thereof will cease at such time and the person or persons entitled to receive the Series 7 16 Preferred Limited Partnership Units upon such reclassification will be treated for all purposes as having become the Holder or Holders of record of such Series 7 16 Preferred Limited Partnership Units at such time. (e) The Holder of any Series 8 15 Preferred Limited Partnership Unit on the record date for any Series 8 15 Distributions declared payable on such unit will be entitled to such distributions notwithstanding that such unit is reclassified into a Series 7 16 Preferred Limited Partnership Unit after such record date and on or before the date of the payment of such distribution. (f) The issuance of certificates for the Series 7 16 Preferred Limited Partnership Units upon the reclassification of Series 8 15 Preferred Limited Partnership Units will be made without charge to the reclassifying Holders for any fee in respect of the issuance of such certificates or the Series 7 16 Preferred Limited Partnership Units represented thereby; provided, however, that the Partnership will not be required to pay any tax that may be imposed upon such Holder as a result of the reclassification or the issuance of such certificate representing such Series 7 16 Preferred Limited Partnership Units or any security transfer taxes, and the Partnership will not be required to issue or deliver a certificate or certificates in a name or names other than that of the Holder of the Series 7 16 Preferred Limited Partnership Units reclassified unless the person or persons requesting the issuance thereof has paid to the Partnership the amount of any such security transfer tax or has established to the satisfaction of the Partnership that such tax has been paid.

Appears in 1 contract

Samples: Limited Partnership Agreement (Brookfield Renewable Partners L.P.)

Manner of Reclassification. (a) The Subject to the provisions of Section 17, the Reclassification Privilege may be exercised by notice in writing (an “Election Notice”) given not earlier than the 30th day prior to a Series 8 10 Reclassification Date but not later than 5:00 p.m. (Toronto time) on the 13th 15th day preceding the applicable Series 8 10 Reclassification Date during usual business hours at any principal transfer office of the Transfer Agent, or such other place or places in Canada as the Partnership may agree, accompanied by (1) payment or evidence of payment of the tax (if any) payable as provided in this Section 5.3; and (2) the certificate or certificates representing the Series 8 10 Preferred Limited Partnership Units in respect of which the Holder thereof desires to exercise the Reclassification Privilege with the notice of reclassification on the back thereof or other appropriate notice of reclassification duly endorsed by the Holder, or his or her attorney duly authorized in writing, in which Election Notice such Holder may also elect to reclassify part only of the Series 8 10 Preferred Limited Partnership Units represented by such certificate or certificates not theretofore called for redemption in which event the Partnership will issue and deliver or cause to be delivered to such Holder, at the expense of the Partnership, a new certificate representing the Series 8 10 Preferred Limited Partnership Units represented by such certificate or certificates that have not been reclassified. Each Election Notice will be irrevocable once received by the Partnership. (b) If the Partnership does not receive an Election Notice from a Holder of Series 8 10 Preferred Limited Partnership Units during the notice period therefor, then the Series 8 10 Preferred Limited Partnership Units shall be deemed not to have been reclassified (except in the case of an automatic reclassification pursuant to Section 5.2). (c) In Subject to the provisions of Section 17, in the event the Partnership is required to reclassify all remaining Outstanding Series 8 10 Preferred Limited Partnership Units into Series 7 9 Preferred Limited Partnership Units on the applicable Series 8 10 Reclassification Date as provided for in Section 5.2, the Series 8 10 Preferred Limited Partnership Units in respect of which the Holders have not previously elected to reclassify will be reclassified on the Series 8 10 Reclassification Date into Series 7 9 Preferred Limited Partnership Units and the Holders thereof will be deemed to be Holders of Series 7 9 Preferred Limited Partnership Units at 5:00 p.m. (Toronto time) on the Series 8 10 Reclassification Date and will be entitled, upon surrender during usual business hours at any principal transfer office of the Transfer Agent, or such other place or places in Canada as the Partnership may agree, of the certificate or certificates representing Series 8 10 Preferred Limited Partnership Units not previously provided for reclassification, to receive a certificate or certificates representing the same number of Series 7 9 Preferred Limited Partnership Units in the manner and subject to the terms and provisions as provided in this Section 5.3. (d) As Subject to the provisions of Section 17, as promptly as practicable after the Series 8 10 Reclassification Date, the Partnership will issue and deliver, or cause to be delivered to or upon the written order of the Holder of the Series 8 10 Preferred Limited Partnership Units so reclassified in accordance with this Section 5, a certificate or certificates, issued in the name of, or in such name or names as may be directed by, such Holder representing the number of fully-paid and non-non- assessable Series 7 9 Preferred Limited Partnership Units and the number of remaining Series 8 10 Preferred Limited Partnership Units, if any, to which such Holder is entitled. Such reclassification will be deemed to have been made at 5:00 p.m. (Toronto time) on the Series 8 10 Reclassification Date, so that the rights of the Holder of such Series 8 10 Preferred Limited Partnership Units as the Holder thereof will cease at such time and the person or persons entitled to receive the Series 7 9 Preferred Limited Partnership Units upon such reclassification will be treated for all purposes as having become the Holder or Holders of record of such Series 7 9 Preferred Limited Partnership Units at such time. (e) The Holder of any Series 8 10 Preferred Limited Partnership Unit on the record date for any Series 8 10 Distributions declared payable on such unit will be entitled to such distributions notwithstanding that such unit is reclassified into a Series 7 9 Preferred Limited Partnership Unit after such record date and on or before the date of the payment of such distribution. (f) The Subject to the provisions of Section 17, the issuance of certificates for the Series 7 9 Preferred Limited Partnership Units upon the reclassification of Series 8 10 Preferred Limited Partnership Units will be made without charge to the reclassifying Holders for any fee in respect of the issuance of such certificates or the Series 7 9 Preferred Limited Partnership Units represented thereby; provided, however, that the Partnership will not be required to pay any tax that may be imposed upon such Holder as a result of the reclassification or the issuance of such certificate representing such Series 7 9 Preferred Limited Partnership Units or any security transfer taxes, and the Partnership will not be required to issue or deliver a certificate or certificates in a name or names other than that of the Holder of the Series 7 9 Preferred Limited Partnership Units reclassified unless the person or persons requesting the issuance thereof has paid to the Partnership the amount of any such security transfer tax or has established to the satisfaction of the Partnership that such tax has been paid.

Appears in 1 contract

Samples: Fourth Amended and Restated Limited Partnership Agreement

Manner of Reclassification. (a) The Subject to the provisions of Section 17, the Reclassification Privilege may be exercised by notice in writing (an “Election Notice”) given not earlier than the 30th day prior to a Series 8 9 Reclassification Date but not later than 5:00 p.m. (Toronto time) on the 13th 15th day preceding the applicable Series 8 9 Reclassification Date during usual business hours at any principal transfer office of the Transfer Agent, or such other place or places in Canada as the Partnership may agree, accompanied by (1) payment or evidence of payment of the tax (if any) payable as provided in this Section 5.3; and (2) the certificate or certificates representing the Series 8 9 Preferred Limited Partnership Units in respect of which the Holder thereof desires to exercise the Reclassification Privilege with the notice of reclassification on the back thereof or other appropriate notice of reclassification duly endorsed by the Holder, or his or her attorney duly authorized in writing, in which Election Notice such Holder may also elect to reclassify part only of the Series 8 9 Preferred Limited Partnership Units represented by such certificate or certificates not theretofore called for redemption in which event the Partnership will issue and deliver or cause to be delivered to such Holder, at the expense of the Partnership, a new certificate representing the Series 8 9 Preferred Limited Partnership Units represented by such certificate or certificates that have not been reclassified. Each Election Notice will be irrevocable once received by the Partnership. (b) If the Partnership does not receive an Election Notice from a Holder of Series 8 9 Preferred Limited Partnership Units during the notice period therefor, then the Series 8 9 Preferred Limited Partnership Units shall be deemed not to have been reclassified (except in the case of an automatic reclassification pursuant to Section 5.2). (c) In Subject to the provisions of Section 17, in the event the Partnership is required to reclassify all remaining Outstanding Series 8 9 Preferred Limited Partnership Units into Series 7 10 Preferred Limited Partnership Units on the applicable Series 8 9 Reclassification Date as provided for in Section 5.2, the Series 8 9 Preferred Limited Partnership Units in respect of which the Holders have not previously elected to reclassify will be reclassified on the Series 8 9 Reclassification Date into Series 7 10 Preferred Limited Partnership Units and the Holders thereof will be deemed to be Holders of Series 7 10 Preferred Limited Partnership Units at 5:00 p.m. (Toronto time) on the Series 8 9 Reclassification Date and will be entitled, upon surrender during usual business hours at any principal transfer office of the Transfer Agent, or such other place or places in Canada as the Partnership may agree, of the certificate or certificates representing Series 8 9 Preferred Limited Partnership Units not previously provided for reclassification, to receive a certificate or certificates representing the same number of Series 7 10 Preferred Limited Partnership Units in the manner and subject to the terms and provisions as provided in this Section 5.3. (d) As Subject to the provisions of Section 17, as promptly as practicable after the Series 8 9 Reclassification Date, the Partnership will issue and deliver, or cause to be delivered to or upon the written order of the Holder of the Series 8 9 Preferred Limited Partnership Units so reclassified in accordance with this Section 5, a certificate or certificates, issued in the name of, or in such name or names as may be directed by, such Holder representing the number of fully-paid and non-assessable Series 7 10 Preferred Limited Partnership Units and the number of remaining Series 8 9 Preferred Limited Partnership Units, if any, to which such Holder is entitled. Such reclassification will be deemed to have been made at 5:00 p.m. (Toronto time) on the Series 8 9 Reclassification Date, so that the rights of the Holder of such Series 8 9 Preferred Limited Partnership Units as the Holder thereof will cease at such time and the person or persons entitled to receive the Series 7 10 Preferred Limited Partnership Units upon such reclassification will be treated for all purposes as having become the Holder or Holders of record of such Series 7 10 Preferred Limited Partnership Units at such time. (e) The Holder of any Series 8 9 Preferred Limited Partnership Unit on the record date for any Series 8 9 Distributions declared payable on such unit will be entitled to such distributions notwithstanding that such unit is reclassified into a Series 7 10 Preferred Limited Partnership Unit after such record date and on or before the date of the payment of such distribution. (f) The Subject to the provisions of Section 17, the issuance of certificates for the Series 7 10 Preferred Limited Partnership Units upon the reclassification of Series 8 9 Preferred Limited Partnership Units will be made without charge to the reclassifying Holders for any fee in respect of the issuance of such certificates or the Series 7 10 Preferred Limited Partnership Units represented thereby; provided, however, that the Partnership will not be required to pay any tax that may be imposed upon such Holder as a result of the reclassification or the issuance of such certificate representing such Series 7 10 Preferred Limited Partnership Units or any security transfer taxes, and the Partnership will not be required to issue or deliver a certificate or certificates in a name or names other than that of the Holder of the Series 7 10 Preferred Limited Partnership Units reclassified unless the person or persons requesting the issuance thereof has paid to the Partnership the amount of any such security transfer tax or has established to the satisfaction of the Partnership that such tax has been paid.

Appears in 1 contract

Samples: Limited Partnership Agreement (Brookfield Infrastructure Partners L.P.)

Manner of Reclassification. (a) The Subject to the provisions of Section Part VII17, the Reclassification Privilege may be exercised by notice in writing (an “Election Notice”) given not earlier than the 30th day prior to a Series 8 10 Reclassification Date but not later than 5:00 p.m. (Toronto time) on the 13th 15th day preceding the applicable Series 8 10 Reclassification Date during usual business hours at any principal transfer office of the Transfer Agent, or such other place or places in Canada as the Partnership may agree, accompanied by (1) payment or evidence of payment of the tax (if any) payable as provided in this Section 5.3Schedule APart VII5.3; and (2) the certificate or certificates representing the Series 8 10 Preferred Limited Partnership Units in respect of which the Holder thereof desires to exercise the Reclassification Privilege with the notice of reclassification on the back thereof or other appropriate notice of reclassification duly endorsed by the Holder, or his or her attorney duly authorized in writing, in which Election Notice such Holder may also elect to reclassify part only of the Series 8 10 Preferred Limited Partnership Units represented by such certificate or certificates not theretofore called for redemption in which A-150 event the Partnership will issue and deliver or cause to be delivered to such Holder, at the expense of the Partnership, a new certificate representing the Series 8 10 Preferred Limited Partnership Units represented by such certificate or certificates that have not been reclassified. Each Election Notice will be irrevocable once received by the Partnership. (b) If the Partnership does not receive an Election Notice from a Holder of Series 8 10 Preferred Limited Partnership Units during the notice period therefor, then the Series 8 10 Preferred Limited Partnership Units shall be deemed not to have been reclassified (except in the case of an automatic reclassification pursuant to Section 5.2Part VII5.2). (c) In Subject to the provisions of Section Part VII17, in the event the Partnership is required to reclassify all remaining Outstanding Series 8 10 Preferred Limited Partnership Units into Series 7 9 Preferred Limited Partnership Units on the applicable Series 8 10 Reclassification Date as provided for in Section 5.2, the Series 8 10 Preferred Limited Partnership Units in respect of which the Holders have not previously elected to reclassify will be reclassified on the Series 8 10 Reclassification Date into Series 7 9 Preferred Limited Partnership Units and the Holders thereof will be deemed to be Holders of Series 7 9 Preferred Limited Partnership Units at 5:00 p.m. (Toronto time) on the Series 8 10 Reclassification Date and will be entitled, upon surrender during usual business hours at any principal transfer office of the Transfer Agent, or such other place or places in Canada as the Partnership may agree, of the certificate or certificates representing Series 8 10 Preferred Limited Partnership Units not previously provided for reclassification, to receive a certificate or certificates representing the same number of Series 7 9 Preferred Limited Partnership Units in the manner and subject to the terms and provisions as provided in this Section 5.3. (d) As Subject to the provisions of Section Part VII17, as promptly as practicable after the Series 8 10 Reclassification Date, the Partnership will issue and deliver, or cause to be delivered to or upon the written order of the Holder of the Series 8 10 Preferred Limited Partnership Units so reclassified in accordance with this Section 5Part VII5, a certificate or certificates, issued in the name of, or in such name or names as may be directed by, such Holder representing the number of fully-paid and non-assessable Series 7 9 Preferred Limited Partnership Units and the number of remaining Series 8 10 Preferred Limited Partnership Units, if any, to which such Holder is entitled. Such reclassification will be deemed to have been made at 5:00 p.m. (Toronto time) on the Series 8 10 Reclassification Date, so that the rights of the Holder of such Series 8 10 Preferred Limited Partnership Units as the Holder thereof will cease at such time and the person or persons entitled to receive the Series 7 9 Preferred Limited Partnership Units upon such reclassification will be treated for all purposes as having become the Holder or Holders of record of such Series 7 9 Preferred Limited Partnership Units at such time. (e) The Holder of any Series 8 10 Preferred Limited Partnership Unit on the record date for any Series 8 10 Distributions declared payable on such unit will be entitled to such distributions notwithstanding that such unit is reclassified into a Series 7 9 Preferred Limited Partnership Unit after such record date and on or before the date of the payment of such distribution. (f) The Subject to the provisions of Section Part VII17, the issuance of certificates for the Series 7 9 Preferred Limited Partnership Units upon the reclassification of Series 8 10 Preferred Limited Partnership Units will be made without charge to the reclassifying Holders for any fee in respect of the issuance of such certificates or the Series 7 9 Preferred Limited Partnership Units represented thereby; provided, however, that the Partnership will not be required to pay any tax that may be imposed upon such Holder as a result of the reclassification or the issuance of such certificate representing such Series 7 9 Preferred Limited Partnership Units or any security transfer taxes, and the Partnership will not be required to issue or deliver a certificate or certificates in a name or names other than that of the Holder of the Series 7 9 Preferred Limited Partnership Units reclassified unless the person or persons requesting the issuance thereof has paid to the Partnership the amount of any such security transfer tax or has established to the satisfaction of the Partnership that such tax has been paid.

Appears in 1 contract

Samples: Limited Partnership Agreement (Brookfield Infrastructure Partners L.P.)

Manner of Reclassification. (a) The Subject to the provisions of Section 17, the Reclassification Privilege may be exercised by notice in writing (an “Election Notice”) given not earlier than the 30th day prior to a Series 8 15 Reclassification Date but not later than 5:00 p.m. (Toronto time) on the 13th 15th day preceding the applicable Series 8 15 Reclassification Date during usual business hours at any principal transfer office of the Transfer Agent, or such other place or places in Canada as the Partnership may agree, accompanied by (1) payment or evidence of payment of the tax (if any) payable as provided in this Section 5.3; and (2) the certificate or certificates representing the Series 8 15 Preferred Limited Partnership Units in respect of which the Holder thereof desires to exercise the Reclassification Privilege with the notice of reclassification on the back thereof or other appropriate notice of reclassification duly endorsed by the Holder, or his or her attorney duly authorized in writing, in which Election Notice such Holder may also elect to reclassify part only of the Series 8 15 Preferred Limited Partnership Units represented by such certificate or certificates not theretofore called for redemption in which event the Partnership will issue and deliver or cause to be delivered to such Holder, at the expense of the Partnership, a new certificate representing the Series 8 15 Preferred Limited Partnership Units represented by such certificate or certificates that have not been reclassified. Each Election Notice will be irrevocable once received by the Partnership. (b) If the Partnership does not receive an Election Notice from a Holder of Series 8 15 Preferred Limited Partnership Units during the notice period therefor, then the Series 8 15 Preferred Limited Partnership Units shall be deemed not to have been reclassified (except in the case of an automatic reclassification pursuant to Section 5.2). (c) In Subject to the provisions of Section 17, in the event the Partnership is required to reclassify all remaining Outstanding Series 8 15 Preferred Limited Partnership Units into Series 7 16 Preferred Limited Partnership Units on the applicable Series 8 15 Reclassification Date as provided for in Section 5.2, the Series 8 15 Preferred Limited Partnership Units in respect of which the Holders have not previously elected to reclassify will be reclassified on the Series 8 15 Reclassification Date into Series 7 16 Preferred Limited Partnership Units and the Holders thereof will be deemed to be Holders of Series 7 16 Preferred Limited Partnership Units at 5:00 p.m. (Toronto time) on the Series 8 15 Reclassification Date and will be entitled, upon surrender during usual business hours at any principal transfer office of the Transfer Agent, or such other place or places in Canada as the Partnership may agree, of the certificate or certificates representing Series 8 15 Preferred Limited Partnership Units not previously provided for reclassification, to receive a certificate or certificates representing the same number of Series 7 16 Preferred Limited Partnership Units in the manner and subject to the terms and provisions as provided in this Section 5.3. (d) As Subject to the provisions of Section 17, as promptly as practicable after the Series 8 15 Reclassification Date, the Partnership will issue and deliver, or cause to be delivered to or upon the written order of the Holder of the Series 8 15 Preferred Limited Partnership Units so reclassified in accordance with this Section 5, a certificate or certificates, issued in the name of, or in such name or names as may be directed by, such Holder representing the number of fully-paid and non-non- assessable Series 7 16 Preferred Limited Partnership Units and the number of remaining Series 8 15 Preferred Limited Partnership Units, if any, to which such Holder is entitled. Such reclassification will be deemed to have been made at 5:00 p.m. (Toronto time) on the Series 8 15 Reclassification Date, so that the rights of the Holder of such Series 8 15 Preferred Limited Partnership Units as the Holder thereof will cease at such time and the person or persons entitled to receive the Series 7 16 Preferred Limited Partnership Units upon such reclassification will be treated for all purposes as having become the Holder or Holders of record of such Series 7 16 Preferred Limited Partnership Units at such time. (e) The Holder of any Series 8 15 Preferred Limited Partnership Unit on the record date for any Series 8 15 Distributions declared payable on such unit will be entitled to such distributions notwithstanding that such unit is reclassified into a Series 7 16 Preferred Limited Partnership Unit after such record date and on or before the date of the payment of such distribution. (f) The Subject to the provisions of Section 17, the issuance of certificates for the Series 7 16 Preferred Limited Partnership Units upon the reclassification of Series 8 15 Preferred Limited Partnership Units will be made without charge to the reclassifying Holders for any fee in respect of the issuance of such certificates or the Series 7 16 Preferred Limited Partnership Units represented thereby; provided, however, that the Partnership will not be required to pay any tax that may be imposed upon such Holder as a result of the reclassification or the issuance of such certificate representing such Series 7 16 Preferred Limited Partnership Units or any security transfer taxes, and the Partnership will not be required to issue or deliver a certificate or certificates in a name or names other than that of the Holder of the Series 7 16 Preferred Limited Partnership Units reclassified unless the person or persons requesting the issuance thereof has paid to the Partnership the amount of any such security transfer tax or has established to the satisfaction of the Partnership that such tax has been paid.

Appears in 1 contract

Samples: Limited Partnership Agreement

Manner of Reclassification. (a) The Subject to the provisions of Section 17, the Reclassification Privilege may be exercised by notice in writing (an "Election Notice") given not earlier than the 30th day prior to a Series 8 Reclassification Date but not later than 5:00 p.m. (Toronto time) on the 13th 15th day preceding the applicable Series 8 Reclassification Date during usual business hours at any principal transfer office of the Transfer Agent, or such other place or places in Canada as the Partnership may agree, accompanied by (1) payment or evidence of payment of the tax (if any) payable as provided in this Section 5.3; and (2) the certificate or certificates representing the Series 8 Preferred Limited Partnership Units in respect of which the Holder thereof desires to exercise the Reclassification Privilege with the notice of reclassification on the back thereof or other appropriate notice of reclassification duly endorsed by the Holder, or his or her attorney duly authorized in writing, in which Election Notice such Holder may also elect to reclassify part only of the Series 8 Preferred Limited Partnership Units represented by such certificate or certificates not theretofore called for redemption in which event the Partnership will issue and deliver or cause to be delivered to such Holder, at the expense of the Partnership, a new certificate representing the Series 8 Preferred Limited Partnership Units represented by such certificate or certificates that have not been reclassified. Each Election Notice will be irrevocable once received by the Partnership. (b) If the Partnership does not receive an Election Notice from a Holder of Series 8 Preferred Limited Partnership Units during the notice period therefor, then the Series 8 Preferred Limited Partnership Units shall be deemed not to have been reclassified (except in the case of an automatic reclassification pursuant to Section 5.2). (c) In Subject to the provisions of Section 17, in the event the Partnership is required to reclassify all remaining Outstanding Series 8 Preferred Limited Partnership Units into Series 7 Preferred Limited Partnership Units on the applicable Series 8 Reclassification Date as provided for in Section 5.2, the Series 8 Preferred Limited Partnership Units in respect of which the Holders have not previously elected to reclassify will be reclassified on the Series 8 Reclassification Date into Series 7 Preferred Limited Partnership Units and the Holders thereof will be deemed to be Holders of Series 7 Preferred Limited Partnership Units at 5:00 p.m. (Toronto time) on the Series 8 Reclassification Date and will be entitled, upon surrender during usual business hours at any principal transfer office of the Transfer Agent, or such other place or places in Canada as the Partnership may agree, of the certificate or certificates representing Series 8 Preferred Limited Partnership Units not previously provided for reclassification, to receive a certificate or certificates representing the same number of Series 7 Preferred Limited Partnership Units in the manner and subject to the terms and provisions as provided in this Section 5.3. (d) As Subject to the provisions of Section 17, as promptly as practicable after the Series 8 Reclassification Date, the Partnership will issue and deliver, or cause to be delivered to or upon the written order of the Holder of the Series 8 Preferred Limited Partnership Units so reclassified in accordance with this Section 5, a certificate or certificates, issued in the name of, or in such name or names as may be directed by, such Holder representing the number of fully-paid and non-non- assessable Series 7 Preferred Limited Partnership Units and the number of remaining Series 8 Preferred Limited Partnership Units, if any, to which such Holder is entitled. Such reclassification will be deemed to have been made at 5:00 p.m. (Toronto time) on the Series 8 Reclassification Date, so that the rights of the Holder of such Series 8 Preferred Limited Partnership Units as the Holder thereof will cease at such time and the person or persons entitled to receive the Series 7 Preferred Limited Partnership Units upon such reclassification will be treated for all purposes as having become the Holder or Holders of record of such Series 7 Preferred Limited Partnership Units at such time. (e) The Holder of any Series 8 Preferred Limited Partnership Unit on the record date for any Series 8 Distributions declared payable on such unit will be entitled to such distributions notwithstanding that such unit is reclassified into a Series 7 Preferred Limited Partnership Unit after such record date and on or before the date of the payment of such distribution. (f) The Subject to the provisions of Section 17, the issuance of certificates for the Series 7 Preferred Limited Partnership Units upon the reclassification of Series 8 Preferred Limited Partnership Units will be made without charge to the reclassifying Holders for any fee in respect of the issuance of such certificates or the Series 7 Preferred Limited Partnership Units represented thereby; provided, however, that the Partnership will not be required to pay any tax that may be imposed upon such Holder as a result of the reclassification or the issuance of such certificate representing such Series 7 Preferred Limited Partnership Units or any security transfer taxes, and the Partnership will not be required to issue or deliver a certificate or certificates in a name or names other than that of the Holder of the Series 7 Preferred Limited Partnership Units reclassified unless the person or persons requesting the issuance thereof has paid to the Partnership the amount of any such security transfer tax or has established to the satisfaction of the Partnership that such tax has been paid.

Appears in 1 contract

Samples: Limited Partnership Agreement (Brookfield Renewable Partners L.P.)

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