Common use of No Adjustments for Certain Items Clause in Contracts

No Adjustments for Certain Items. Notwithstanding any of the other provisions of this Section 5.12(b)(viii), no adjustment shall be made to the Series A Conversion Rate pursuant to Section 5.12(b)(viii)(D) or Section 5.12(b)(viii)(E) as a result of any of the following: (I) The issuance of Series A PIK Preferred Units; (II) the grant of Common Units or options, warrants or rights to purchase Common Units or the issuance of Common Units upon the exercise of any such options, warrants or rights to employees, officers or directors of the General Partner or the Partnership and its Subsidiaries in respect of services provided to or for the benefit of the Partnership or its Subsidiaries, under compensation plans and agreements approved in good faith by the General Partner (including any Long Term Incentive Plan); provided that, in the case of options, warrants or rights to purchase Common Units, the exercise price per Common Unit shall not be less than the Closing Price on the date such option, warrant or other right is issued; (III) the issuance of any Common Units as all or part of the consideration to effect (i) the closing of any acquisition by the Partnership of assets of an unrelated third party in an arm’s-length transaction or (ii) the consummation of a merger, consolidation or other business combination of the Partnership with or into another entity to the extent such transaction(s) is or are validly approved by the vote or consent of the General Partner; or (IV) the issuance of Partnership Interests for which an adjustment is made under another provision of this Section 5.12(b)(viii).

No Adjustments for Certain Items. Notwithstanding any of the other provisions of this Section 5.12(b)(viii5.10(b)(viii), no adjustment shall be made to the Series A B Conversion Rate pursuant to Section 5.12(b)(viii)(D) or Section 5.12(b)(viii)(E5.10(b)(viii)(E) as a result of any of the following: (I1) The issuance of Series A B PIK Preferred UnitsUnits or the Class C PIK Common Units or additional Partnership Securities issued in connection with distributions paid in-kind; (II2) the grant of Common Units or options, warrants or rights to purchase Common Units or the issuance of Common Units upon the exercise of any such options, warrants or rights to employees, officers or directors of the General Partner or the Partnership and its Subsidiaries in respect of services provided to or for the benefit of the Partnership or its Subsidiaries, under compensation plans and agreements approved in good faith by the General Partner (including any Long Term Incentive Planlong term incentive plan); provided that, in the case of options, warrants or rights to purchase Common Units, the exercise price per Common Unit shall not be less than the Closing Price on the date such option, warrant or other right is issued; (III3) the issuance of any Common Units as all or part of the consideration to effect (i) the closing of any acquisition by the Partnership of assets or equity interests of an unrelated a third party in an arm’s-length transaction or (ii) the consummation of a merger, consolidation or other business combination of the Partnership with or into another entity in which the Partnership survives and the Common Units remain Outstanding to the extent any such transaction(stransaction set forth in clause (i) or (ii) above is or are validly approved by the vote or consent of the General Partner; or (IV4) the issuance of Partnership Interests for which an adjustment is made under another provision of this Section 5.12(b)(viii5.10(b)(viii).