Redemption of Units. (a) In the event that the General Partner determines that the Partnership will offer and sell more than 17,500,000 Common Units in the Initial Offering, then on the Closing Date (as defined below), and subject to the terms and conditions and in reliance on the representations and warranties herein set forth, the Initial Limited Partners agree to transfer to the Partnership, and the Partnership agrees to redeem from the Initial Limited Partners, a number of Common Units, the number of Common Units purchased from the Partnership by the Underwriters on the Closing Date (excluding the Option Units) that exceed 17,500,000 Common Units (the “Upsize IPO Units”). The redemption price per Common Unit redeemed by the Partnership pursuant to this Section 16.1(a) shall be equal to the Issue Price. The closing of such transfer and purchase (the “IPO Upsize Redemption”) shall take place at such place and such time so as to coincide with the Underwriters’ initial purchase of Common Units from the Partnership on the Closing Date. The number of Upsize IPO Units to be transferred by an Initial Limited Partner, and purchased by the Partnership, shall be determined on a pro rata basis based on the aggregate number of Common Units owned by such Initial Limited Partner on the Closing Date (prior to giving effect to this Section 16.1(a)) in relation to the total number of Common Units outstanding on the Closing Date (prior to giving effect to the Initial Offering and this Section 16.1(a)). (b) On the Option Closing Date, and subject to the terms and conditions and in reliance on the representations and warranties herein set forth, the Initial Limited Partners agree to transfer to the Partnership, and the Partnership agrees to redeem from the Initial Limited Partners a number of Common Units purchased from the Partnership by the Underwriters pursuant to the exercise of the Over-Allotment Option (the “Option Units Redemption”). The redemption price per Common Unit redeemed by the Partnership pursuant to this Section 16.1(b) shall be equal to the Issue Price. The closing of such Option Units Redemption shall take place at such place and such time so as to coincide with the Underwriters’ purchase of Option Units from the Partnership on the Option Closing Date. The number of Option Units to be transferred by an Initial Limited Partner, and purchased by the Partnership, shall be determined on a pro rata basis based on the aggregate number of Common Units owned by such Initial Limited Partner on the Option Closing Date (prior to giving effect to this Section 16.1(b)) in relation to the total number of Common Units outstanding on the Option Closing Date (prior to giving effect to this Section 16.1(b)). (c) At each closing pursuant to this Section 16.1, each Initial Limited Partner shall assign and transfer to the Partnership all its right, title and interest in and to the IPO Upsize Units or the Option Units, as the case may be, free and clear of all liens or other limitations or restrictions and deliver to the Partnership the certificate or certificates representing the IPO Upsize Units or the Option Units, as the case may be, duly endorsed in blank or accompanied by separate stock powers so endorsed. Each Initial Limited Partner shall execute the certificate of transfer on the back of the certificate or certificates representing the IPO Upsize Units or the Option Units, as the case may be. (d) The Partnership shall pay the Issue Price for the IPO Upsize Units or the Option Units, as the case may be, of each Initial Limited Partner on the Closing Date or Option Closing Date, as the case may be, without deduction, by wire transfer of immediately available funds to an account of such Initial Limited Partner (the number for which account shall have been furnished to the Partnership at least one business day prior to such closing date).
Appears in 2 contracts
Samples: Limited Partnership Agreement, Limited Partnership Agreement (Energy Transfer Equity, L.P.)
Redemption of Units. On the Initial Closing Date (a) In as defined below), and subject to the event that terms and conditions and in reliance upon the General Partner determines that representations and warranties herein set forth, the Holder agrees to transfer to the Partnership, and the Partnership will offer and sell more than 17,500,000 agrees to redeem from the Holder, up to 2,183,059 Common Units (the “Initial Redemption Units”) from the Holder, at a price per unit of $38.06 (the “Redemption Price”), which is equal to the net proceeds per unit received by the Partnership in the Initial Public Offering, then on after underwriting discounts and commissions, but before expenses (the “Initial Redemption”). In addition, upon the Additional Closing Date (as defined below), and subject to the terms and conditions and in reliance on the representations and warranties herein set forth, the Initial Limited Partners agree Holder agrees to transfer to the Partnership, and the Partnership agrees to redeem from the Initial Limited PartnersHolder, at the Redemption Price, a number of Common Units (the “Additional Redemption Units” and, together with the Initial Redemption Units, the “Redemption Units”) equal to the number of Common Option Units purchased from the Partnership by the Underwriters on the Closing Date (excluding the Option Units) that exceed 17,500,000 Common Units (the “Upsize IPO Units”). The redemption price per Common Unit redeemed by the Partnership pursuant to this Section 16.1(a) shall be equal to the Issue Price. The closing of such transfer and purchase (the “IPO Upsize Additional Redemption”) shall take place at such place and such time so as to coincide with the Underwriters’ initial purchase of Common Units from the Partnership on the Closing Date. The number of Upsize IPO Units to be transferred by an Initial Limited Partner, and purchased by the Partnership, shall be determined on a pro rata basis based on the aggregate number of Common Units owned by such Initial Limited Partner on the Closing Date (prior to giving effect to this Section 16.1(a)) in relation to the total number of Common Units outstanding on the Closing Date (prior to giving effect to the Initial Offering and this Section 16.1(a)).
(b) On the Option Closing Date, and subject to the terms and conditions and in reliance on the representations and warranties herein set forth, 1.1 The closings of the Initial Limited Partners agree to transfer to the Partnership, Redemption and the Partnership agrees to redeem from the Initial Limited Partners a number of Common Units purchased from the Partnership by the Underwriters pursuant to the exercise of the Over-Allotment Option (the “Option Units Redemption”). The redemption price per Common Unit redeemed by the Partnership pursuant to this Section 16.1(b) shall be equal to the Issue Price. The closing of such Option Units Additional Redemption shall take place at such place places and such time times so as to coincide with the Underwriters’ purchase of Primary Units (the “Initial Closing Date”) and Option Units (the “Additional Closing Date”) from the Partnership on in the Option Closing Date. The number of Option Units to be transferred by an Initial Limited Partner, and purchased by the Partnership, shall be determined on a pro rata basis based on the aggregate number of Common Units owned by such Initial Limited Partner on the Option Closing Date (prior to giving effect to this Section 16.1(b)) in relation to the total number of Common Units outstanding on the Option Closing Date (prior to giving effect to this Section 16.1(b))Public Offering.
(c) 1.2 At each closing pursuant to this Section 16.1closing, each Initial Limited Partner the Holder shall assign and transfer to the Partnership all its right, title and interest in and to the IPO Upsize Redemption Units or the Option Units, as the case may be, free and clear of all liens or other limitations or restrictions and deliver to the Partnership the certificate or certificates representing the IPO Upsize Units or the Option Redemption Units, as the case may be, duly endorsed in blank or accompanied by separate stock powers so endorsed. Each Initial Limited Partner The Holder shall execute the certificate of transfer on the back of the certificate or certificates representing the IPO Upsize Units or the Option Redemption Units, as the case may be.
(d) 1.3 The Partnership shall pay the Issue aggregate Redemption Price for the IPO Upsize Units or Initial Redemption and the Option UnitsAdditional Redemption, as the case may beapplicable, of each Initial Limited Partner on the Initial Closing Date or Option and the Additional Closing Date, as the case may beapplicable, without deduction, by wire transfer of immediately available funds to an account of such Initial Limited Partner the Holder (the number for which account shall have been furnished to the Partnership at least one business day prior to such closing datethe Initial Closing Date and the Additional Closing Date, as applicable).
1.4 The Partnership hereby acknowledges and agrees that, by executing and delivering this Agreement and consummating the transactions contemplated hereby, the Holder is not waiving, in whole or in part, any registration rights it has pursuant to Section 7.12 of the First Amended and Restated Agreement of Limited Partnership of the Partnership, as amended, dated as of February 8, 2002 (the “Partnership Agreement”) with respect to (i) any Units subject to this Agreement that are not redeemed pursuant to this Agreement or (ii) any other Common Units owned by the Holder that are not Redemption Units subject to this Agreement, including but not limited to the Holder’s right, as exercised by a registration request, to cause the Partnership to effect the registration under the Securities Act of all Common Units owned by the Holder pursuant to the terms and conditions of the Partnership Agreement.
1.5 The Partnership and the Holder intend that the transfer by the Partnership to the Holder of the aggregate Redemption Price for the Initial Redemption and the Additional Redemption shall not be treated as part of a sale of property by the Holder to the Partnership; rather, the transfer shall be treated as a reimbursement for capital expenditures incurred by the Holder with respect to Partnership property contributed by the Holder to the Partnership during the two year period preceding the initial formation of the Partnership.
Appears in 2 contracts
Samples: Common Unit Redemption Agreement (Sunoco Logistics Partners Lp), Common Unit Redemption Agreement (Sunoco Logistics Partners Lp)
Redemption of Units. (a) In the event that the General Partner determines that the Partnership will offer and sell more than 17,500,000 Common Units in the Initial Offering, then on the Closing Date (as defined below), and subject Subject to the terms and conditions and in reliance on upon the representations and warranties herein set forth, the Initial Limited Partners agree Holder agrees to transfer to the Partnership, and the Partnership agrees to redeem from the Initial Limited PartnersHolder, at a number price per unit of Common Units$23.612 (the "Redemption Price"), which is equal to the net proceeds per unit received by the Partnership in the Public Offering, after underwriting discounts and commissions, but before expenses, the number of Common Initial Units purchased from the Partnership by the Underwriters on the Initial Closing Date (excluding as defined herein). Upon the Underwriters' purchase of the Option Units) that exceed 17,500,000 Common Units (the “Upsize IPO Units”). The redemption price per Common Unit redeemed by the Partnership pursuant to this Section 16.1(a) shall be equal to the Issue Price. The closing of such transfer and purchase (the “IPO Upsize Redemption”) shall take place at such place and such time so as to coincide with the Underwriters’ initial purchase of Common Units from the Partnership on the Closing Date. The number of Upsize IPO Units to be transferred by an Initial Limited Partner, and purchased by the Partnership, shall be determined on a pro rata basis based on the aggregate number of Common Units owned by such Initial Limited Partner on the Closing Date (prior to giving effect to this Section 16.1(a)) in relation to the total number of Common Units outstanding on the Closing Date (prior to giving effect to the Initial Offering and this Section 16.1(a)).
(b) On the Option Closing Date, and subject to the terms and conditions and in reliance on upon the representations and warranties herein set forth, the Initial Limited Partners agree Holder agrees to transfer to the Partnership, and the Partnership agrees to redeem from the Initial Limited Partners a number of Common Holder, at the Redemption Price, the Additional Units purchased from on the Partnership by the Underwriters pursuant to the exercise Additional Closing Date (as defined herein).
1.1 The closing of the Over-Allotment Option redemption of the Initial Units (the “Option Units Redemption”"Initial Closing") shall take place at the offices of Xxxxxx & Xxxxxx L.L.P. in New York, New York, at 10:00 a.m., local time, or as soon as practicable thereafter, on August 25, 2003 (the "Initial Closing Date"). The closings for the redemption price per Common Unit redeemed by of Additional Units (the Partnership pursuant to this Section 16.1(b"Additional Closing", together with the Initial Closing, the "Closings") shall be equal to the Issue Price. The closing of such Option Units Redemption shall take place at such place places and such time so times as to coincide with the Underwriters’ ' purchase of Option Units from the Partnership on in the Option Public Offering (the "Additional Closing Date. The number of Option Units to be transferred by an ", together with the Initial Limited PartnerClosing Date, and purchased by the Partnership, shall be determined on a pro rata basis based on the aggregate number of Common Units owned by such Initial Limited Partner on the Option "Closing Date (prior to giving effect to this Section 16.1(b)) in relation to the total number of Common Units outstanding on the Option Closing Date (prior to giving effect to this Section 16.1(b)Dates").
(c) 1.2 At each closing pursuant to this Section 16.1Closing, each Initial Limited Partner the Holder shall assign and transfer to the Partnership all its right, title and interest in and to the IPO Upsize Units or the Option Units, as the case may be, free and clear of all liens or other limitations or restrictions and deliver to the Partnership the certificate or certificates representing the IPO Upsize Units or the Option Units, as the case may be, duly endorsed in blank or accompanied by separate stock powers so endorsed. Each Initial Limited Partner Holder shall execute the certificate of transfer on the back of the certificate or certificates representing the IPO Upsize Units or the Option Units, as the case may be.
(d) 1.3 The Partnership shall pay the Issue aggregate Redemption Price for the IPO Upsize Units or the Option Units, as the case may be, of on each Initial Limited Partner on the Closing Date or Option Closing Date, as the case may be, without deduction, by wire transfer of immediately available funds to an account of such Initial Limited Partner the Holder (the number for which account shall have been furnished to the Partnership at least one business day prior to such closing datethe Closing Date).
1.4 The Holder and the Partnership agree to treat the Redemption for United States federal income tax purposes as a redemption of the Units in reimbursement of certain capitalized expenditures. The Holder and the Partnership shall report, act and file all applicable tax returns in all respects and for all purposes consistent with such treatment and shall not take any position that is inconsistent with such treatment (whether in audits, tax returns or otherwise).
Appears in 1 contract
Samples: Common Unit Redemption Agreement (Anschutz Philip F)
Redemption of Units. On the Initial Closing Date (a) In as defined below), and subject to the event that terms and conditions and in reliance upon the General Partner determines that representations and warranties herein set forth, the Holder agrees to transfer to the Partnership, and the Partnership will offer and sell more than 17,500,000 agrees to redeem from the Holder, up to 2,500,000 Common Units (the "Initial Redemption Units") from the Holder, at a price per unit of $35.906 (the "Redemption Price"), which is equal to the net proceeds per unit received by the Partnership in the Initial Public Offering, then on after underwriting discounts and commissions, but before expenses (the "Initial Redemption"). In addition, upon the Additional Closing Date (as defined below), and subject to the terms and conditions and in reliance on the representations and warranties herein set forth, the Initial Limited Partners agree Holder agrees to transfer to the Partnership, and the Partnership agrees to redeem from the Initial Limited PartnersHolder, at the Redemption Price, a number of Common Units (the "Additional Redemption Units" and, together with the Initial Redemption Units, the "Redemption Units") equal to the number of Common Option Units purchased from the Partnership by the Underwriters on the Closing Date (excluding the Option Units) that exceed 17,500,000 Common Units (the “Upsize IPO Units”"Additional Redemption"). .
1.1 The redemption price per Common Unit redeemed by closings of the Partnership pursuant to this Section 16.1(a) shall be equal to Initial Redemption and the Issue Price. The closing of such transfer and purchase (the “IPO Upsize Redemption”) Additional Redemption shall take place at such place places and such time times so as to coincide with the Underwriters’ initial ' purchase of Common Primary Units (the "Initial Closing Date") and Option Units (the "Additional Closing Date") from the Partnership on in the Closing Date. The number of Upsize IPO Units to be transferred by an Initial Limited Partner, and purchased by the Partnership, shall be determined on a pro rata basis based on the aggregate number of Common Units owned by such Initial Limited Partner on the Closing Date (prior to giving effect to this Section 16.1(a)) in relation to the total number of Common Units outstanding on the Closing Date (prior to giving effect to the Initial Offering and this Section 16.1(a))Public Offering.
(b) On the Option Closing Date, and subject to the terms and conditions and in reliance on the representations and warranties herein set forth1.2 At each closing, the Initial Limited Partners agree to transfer to the Partnership, and the Partnership agrees to redeem from the Initial Limited Partners a number of Common Units purchased from the Partnership by the Underwriters pursuant to the exercise of the Over-Allotment Option (the “Option Units Redemption”). The redemption price per Common Unit redeemed by the Partnership pursuant to this Section 16.1(b) shall be equal to the Issue Price. The closing of such Option Units Redemption shall take place at such place and such time so as to coincide with the Underwriters’ purchase of Option Units from the Partnership on the Option Closing Date. The number of Option Units to be transferred by an Initial Limited Partner, and purchased by the Partnership, shall be determined on a pro rata basis based on the aggregate number of Common Units owned by such Initial Limited Partner on the Option Closing Date (prior to giving effect to this Section 16.1(b)) in relation to the total number of Common Units outstanding on the Option Closing Date (prior to giving effect to this Section 16.1(b)).
(c) At each closing pursuant to this Section 16.1, each Initial Limited Partner Holder shall assign and transfer to the Partnership all its right, title and interest in and to the IPO Upsize Redemption Units or the Option Units, as the case may be, free and clear of all liens or other limitations or restrictions and deliver to the Partnership the certificate or certificates representing the IPO Upsize Units or the Option Redemption Units, as the case may be, duly endorsed in blank or accompanied by separate stock powers so endorsed. Each Initial Limited Partner The Holder shall execute the certificate of transfer on the back of the certificate or certificates representing the IPO Upsize Units or the Option Redemption Units, as the case may be.
(d) 1.3 The Partnership shall pay the Issue aggregate Redemption Price for the IPO Upsize Units or Initial Redemption and the Option UnitsAdditional Redemption, as the case may beapplicable, of each Initial Limited Partner on the Initial Closing Date or Option and the Additional Closing Date, as the case may beapplicable, without deduction, by wire transfer of immediately available funds to an account of such Initial Limited Partner the Holder (the number for which account shall have been furnished to the Partnership at least one business day prior to such closing datethe Initial Closing Date and the Additional Closing Date, as applicable).
1.4 The Partnership hereby acknowledges and agrees that, by executing and delivering this Agreement and consummating the transactions contemplated hereby, the Holder is not waiving, in whole or in part, any registration rights it has pursuant to Section 7.12 of the Second Amended and Restated Agreement of Limited Partnership of the Partnership dated as of July 20, 2004 (the "Partnership Agreement") with respect to (i) any Units subject to this Agreement that are not redeemed pursuant to this Agreement or (ii) any other Common Units owned by the Holder that are not Redemption Units subject to this Agreement, including but not limited to the Holder's right, as exercised by a registration request, to cause the Partnership to effect the registration under the Securities Act of all Common Units owned by the Holder pursuant to the terms and conditions of the Partnership Agreement.
1.5 The Partnership and the Holder intend, for federal income tax purposes, that the transfer by the Partnership to the Holder of the aggregate Redemption Price for the Initial Redemption and the Additional Redemption shall not be treated as part of a sale of property by the Holder to the Partnership or a sale of a partnership interest by the Holder; rather, the transfer shall be treated as a reimbursement for capital expenditures incurred by the Holder with respect to Partnership property contributed by the Holder to the Partnership during the two year period preceding the initial formation of the Partnership.
Appears in 1 contract
Samples: Common Unit Redemption Agreement (Sunoco Logistics Partners Lp)
Redemption of Units. (a) In the event that the General Partner determines that the Partnership will offer and sell more than 17,500,000 Common Units in the Initial Offering, then on the Closing Date (as defined below), and subject to the terms and conditions and in reliance on the representations and warranties herein set forth, the Initial Limited Partners agree to transfer to the Partnership, and the Partnership agrees to redeem from the Initial Limited Partners, a number of Common Units, the number of Common Units purchased from the Partnership by the Underwriters on the Closing Date (excluding the Option Units) that exceed 17,500,000 Common Units (the ““ Upsize IPO UnitsUnits ”). The redemption price per Common Unit redeemed by the Partnership pursuant to this Section 16.1(a) shall be equal to the Issue Price. The closing of such transfer and purchase (the ““ IPO Upsize RedemptionRedemption ”) shall take place at such place and such time so as to coincide with the Underwriters’ initial purchase of Common Units from the Partnership on the Closing Date. The number of Upsize IPO Units to be transferred by an Initial Limited Partner, and purchased by the Partnership, shall be determined on a pro rata basis based on the aggregate number of Common Units owned by such Initial Limited Partner on the Closing Date (prior to giving effect to this Section 16.1(a)) in relation to the total number of Common Units outstanding on the Closing Date (prior to giving effect to the Initial Offering and this Section 16.1(a)).
(b) On the Option Closing Date, and subject to the terms and conditions and in reliance on the representations and warranties herein set forth, the Initial Limited Partners agree to transfer to the Partnership, and the Partnership agrees to redeem from the Initial Limited Partners a number of Common Units purchased from the Partnership by the Underwriters pursuant to the exercise of the Over-Allotment Option (the ““ Option Units RedemptionRedemption ”). The redemption price per Common Unit redeemed by the Partnership pursuant to this Section 16.1(b) shall be equal to the Issue Price. The closing of such Option Units Redemption shall take place at such place and such time so as to coincide with the Underwriters’ purchase of Option Units from the Partnership on the Option Closing Date. The number of Option Units to be transferred by an Initial Limited Partner, and purchased by the Partnership, shall be determined on a pro rata basis based on the aggregate number of Common Units owned by such Initial Limited Partner on the Option Closing Date (prior to giving effect to this Section 16.1(b)) in relation to the total number of Common Units outstanding on the Option Closing Date (prior to giving effect to this Section 16.1(b)).
(c) At each closing pursuant to this Section 16.1, each Initial Limited Partner shall assign and transfer to the Partnership all its right, title and interest in and to the IPO Upsize Units or the Option Units, as the case may be, free and clear of all liens or other limitations or restrictions and deliver to the Partnership the certificate or certificates representing the IPO Upsize Units or the Option Units, as the case may be, duly endorsed in blank or accompanied by separate stock powers so endorsed. Each Initial Limited Partner shall execute the certificate of transfer on the back of the certificate or certificates representing the IPO Upsize Units or the Option Units, as the case may be.
(d) The Partnership shall pay the Issue Price for the IPO Upsize Units or the Option Units, as the case may be, of each Initial Limited Partner on the Closing Date or Option Closing Date, as the case may be, without deduction, by wire transfer of immediately available funds to an account of such Initial Limited Partner (the number for which account shall have been furnished to the Partnership at least one business day prior to such closing date).
Appears in 1 contract
Redemption of Units. (a) In Upon the event that the General Partner determines that the Partnership will offer and sell more than 17,500,000 Common Units in the Initial Offering, then on the Option Closing Date (as defined below), and subject to the terms and conditions and in reliance on the representations and warranties herein set forth, the Initial Limited Partners agree Holder agrees to transfer to the Partnership, and the Partnership agrees to redeem from the Initial Limited PartnersHolder, up to an aggregate of 1,387,500 Common Units, at a price per unit of $36.24 (the “Per Unit Redemption Price”), which price is equal to the net proceeds per unit received by the Partnership in the Public Offering, after underwriting discounts and commissions, but before expenses, a number of Common Units (the “Redemption Units, ”) equal to the number of Common Option Units purchased from the Partnership by the Underwriters on the Closing Date (excluding the Option Units) that exceed 17,500,000 Common Units (the “Upsize IPO UnitsRedemption”). The redemption price per Common Unit redeemed by the Partnership pursuant to this Section 16.1(a) shall be equal to the Issue Price. .
1.1 The closing of such transfer and purchase (the “IPO Upsize RedemptionClosing”) shall take place at such place and such time so as to coincide with the Underwriters’ initial purchase of Common Units from the Partnership on the Closing Date. The number of Upsize IPO Units to be transferred by an Initial Limited Partner, and purchased by the Partnership, shall be determined on a pro rata basis based on the aggregate number of Common Units owned by such Initial Limited Partner on the Closing Date (prior to giving effect to this Section 16.1(a)) in relation to the total number of Common Units outstanding on the Closing Date (prior to giving effect to the Initial Offering and this Section 16.1(a)).
(b) On the Option Closing Date, and subject to the terms and conditions and in reliance on the representations and warranties herein set forth, the Initial Limited Partners agree to transfer to the Partnership, and the Partnership agrees to redeem from the Initial Limited Partners a number of Common Units purchased from the Partnership by the Underwriters pursuant to the exercise of the Over-Allotment Option (the “Option Units Redemption”). The redemption price per Common Unit redeemed by the Partnership pursuant to this Section 16.1(b) shall be equal to the Issue Price. The closing of such Option Units Redemption shall take place at such place and such time so as to coincide with the closing of the Underwriters’ purchase of the Option Units (the “Option Closing Date”) from the Partnership on in the Option Closing Date. The number of Option Units to be transferred by an Initial Limited Partner, and purchased by the Partnership, shall be determined on a pro rata basis based on the aggregate number of Common Units owned by such Initial Limited Partner on the Option Closing Date (prior to giving effect to this Section 16.1(b)) in relation to the total number of Common Units outstanding on the Option Closing Date (prior to giving effect to this Section 16.1(b))Public Offering.
(c) 1.2 At each closing pursuant to this Section 16.1the Closing, each Initial Limited Partner the Holder shall assign and transfer to the Partnership all its right, title and interest in and to the IPO Upsize Units or the Option Redemption Units, as the case may be, free and clear of all liens or other limitations or restrictions and deliver to the Partnership the certificate or certificates representing the IPO Upsize Units or the Option such Redemption Units, as the case may be, duly endorsed in blank or accompanied by separate stock powers so endorsed. Each Initial Limited Partner The Holder shall execute the certificate of transfer on the back of the certificate or certificates representing the IPO Upsize Units or the Option Redemption Units, as the case may be.
(d) The 1.3 At the Closing, the Partnership shall pay an amount equal to (i) the Issue Per Unit Redemption Price for multiplied by (ii) the IPO Upsize number of Redemption Units or (the Option Units, as the case may be, of each Initial Limited Partner on the Closing Date or Option Closing Date, as the case may be, without deduction, “Aggregate Redemption Price”) by wire transfer of immediately available funds to an account of such Initial Limited Partner (the number for which account shall have been Holder furnished to the Partnership.
1.4 The Partnership at least one business day prior hereby acknowledges and agrees that, by executing and delivering this Agreement and consummating the transactions contemplated hereby, the Holder is not waiving, in whole or in part, any registration rights it has pursuant to such closing dateSection 7.12 of the Amended and Restated Agreement of Limited Partnership of the Partnership dated as of August 23, 2005, as amended (the “Partnership Agreement”), with respect to any Common Units held by the Holder that are not redeemed subject to this Agreement, including but not limited to the Holder’s right, as exercised by a registration request, to cause the Partnership to effect the registration under the Securities Act of all Common Units owned by the Holder pursuant to the terms and conditions of the Partnership Agreement.
1.5 If the Underwriters do not exercise the Over-Allotment Option, then no Redemption will occur pursuant to this Agreement.
Appears in 1 contract
Samples: Common Unit Redemption Agreement (Williams Partners L.P.)
Redemption of Units. (a) In 5.1 Upon the event that occurrence of any of the General Partner determines that events contemplated by paragraph 7.1 or 7.2 of the Partnership will offer and sell more than 17,500,000 Common Units Performance Scheme Rules, the Trustees shall, as soon as practicable, but subject to the provisions of paragraph 2 of the Performance Scheme Rules and/or as may be stated in any other Rules from time to time in force in respect of the Initial Offering, then on the Closing Date (as defined below)ESOS, and subject also to clause 5.3 below, depending on the specific event giving rise to the terms and conditions and in reliance on right of redemption:
5.1.1 sell (all or part of) the representations and warranties herein set forth, the Initial Limited Partners agree to transfer Shares corresponding to the Partnership, and Units to be redeemed at the Partnership agrees latest trading price of the Shares at the NSE at the time the Trustees make the order to redeem from sell the Initial Limited Partners, a corresponding number of Common UnitsShares and remit the Redemption Proceeds to the Eligible Employee;
5.1.2 pay the balance standing to the credit of the Unitholder’s Account to the Unitholder either in cash, by electronic funds transfer or by cheque or by credit through the payroll account;
5.1.3 transfer, or procure the allotment by the Company of, such number of Shares as shall equal the number of Common Units purchased from allocated to or recorded in the Partnership by Register against the Underwriters on the Closing Date (excluding the Option Units) that exceed 17,500,000 Common Units (the “Upsize IPO Units”). The redemption price per Common Unit redeemed by the Partnership pursuant to this Section 16.1(a) shall be equal Unitholder’s name to the Issue PriceUnitholder and apply the balance (if any) standing to the credit of the Unitholder’s Account in cash, by electronic funds transfer or by cheque or by credit through the payroll account to the Unitholder. In order to implement redemption, the Trustees may sell the Shares corresponding to the Units redeemed.
5.2 The closing Trustees shall only allow redemption of such transfer and purchase (the “IPO Upsize Redemption”) shall take place at such place and such time so as to coincide Units by Unitholders in accordance with the Underwriters’ initial purchase applicable Rules and may, without limiting the foregoing, allow partial redemption and may satisfy redemption partly by cash payment and partly by transfer or allotment of Common Units from Shares (as the Partnership on the Closing Date. The number of Upsize IPO Units to be transferred instructions issued by an Initial Limited Partner, and purchased by the Partnership, Eligible Employee shall be determined on a pro rata basis based on the aggregate number of Common Units owned by such Initial Limited Partner on the Closing Date (prior to giving effect to this Section 16.1(a)) in relation to the total number of Common Units outstanding on the Closing Date (prior to giving effect to the Initial Offering and this Section 16.1(a)require).
(b) On 5.3 The Trustees may determine the Option Closing Datetime and date on which Units shall be redeemed and may suspend redemption if in their opinion conditions exist as a result of which disposal of Shares is impracticable or, and subject to the terms and conditions and in reliance price of the Shares on the representations and warranties herein set forth, Official List is too low having regard to movements in the Initial Limited Partners agree to transfer to the Partnership, and the Partnership agrees to redeem from the Initial Limited Partners a number of Common Units purchased from the Partnership by the Underwriters pursuant to the exercise price of the Over-Allotment Option (Shares within the “Option Units Redemption”). The redemption price per Common Unit redeemed by the Partnership pursuant to this Section 16.1(b) shall be equal to the Issue Price. The closing immediately preceding period of such Option Units Redemption shall take place at such place and such time so as to coincide with the Underwriters’ purchase of Option Units from the Partnership on the Option Closing Date. The number of Option Units to be transferred by an Initial Limited Partner, and purchased by the Partnership, shall be determined on a pro rata basis based on the aggregate number of Common Units owned by such Initial Limited Partner on the Option Closing Date (prior to giving effect to this Section 16.1(b)) in relation to the total number of Common Units outstanding on the Option Closing Date (prior to giving effect to this Section 16.1(b))30 days.
(c) At each closing pursuant to this Section 16.1, each Initial Limited Partner shall assign and transfer to the Partnership all its right, title and interest in and to the IPO Upsize Units or the Option Units, as the case may be, free and clear of all liens or other limitations or restrictions and deliver to the Partnership the certificate or certificates representing the IPO Upsize Units or the Option Units, as the case may be, duly endorsed in blank or accompanied by separate stock powers so endorsed. Each Initial Limited Partner shall execute the certificate of transfer on the back of the certificate or certificates representing the IPO Upsize Units or the Option Units, as the case may be.
(d) The Partnership shall pay the Issue Price for the IPO Upsize Units or the Option Units, as the case may be, of each Initial Limited Partner on the Closing Date or Option Closing Date, as the case may be, without deduction, by wire transfer of immediately available funds to an account of such Initial Limited Partner (the number for which account shall have been furnished to the Partnership at least one business day prior to such closing date).
Appears in 1 contract
Samples: Employee Share Ownership Scheme