Common use of Redemption Right of a Limited Partner Clause in Contracts

Redemption Right of a Limited Partner. (a) Each Limited Partner (other than the Corporation) shall be entitled to cause the Partnership to redeem (a “Redemption”) all or any portion of its Common Units (the “Redemption Right”) on the terms and conditions set forth in this Article XI. A Limited Partner desiring to exercise its Redemption Right (the “Redeemed Partner”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Partnership with a copy to the Corporation and Royal LP (the date of the delivery of such Redemption Notice, the “Redemption Notice Date”). The Redemption Notice shall specify the number of Common Units (the “Redeemed Units”) that the Redeemed Partner intends to have the Partnership redeem. Notwithstanding the foregoing or anything to the contrary herein, other than with the prior written consent of Royal (which consent may be withheld or granted in Royal’s sole discretion), a Limited Partner shall only be entitled to exercise its Redemption Right with respect to a number of Common Units up to the Maximum Redeemed Unit Amount as of the Redemption Notice Date (and in the event a Limited Partner submits a Redemption Notice specifying a number of Common Units to be redeemed in excess of the Maximum Redeemed Unit Amount, the number of “Redeemed Units” for purposes of such Redemption Notice shall be deemed to equal either the Maximum Redeemed Unit Amount or such amount as consented to in writing by Royal LP). The Redemption shall be completed on the date that is three (3) Business Days following the later of (i) delivery of the applicable Redemption Notice and (ii) with respect to any Common Units to be redeemed in excess of the Maximum Redeemed Unit Amount, delivery by Royal of its written consent, if any, to such Redemption (the date of such completion, the “Redemption Date”); provided that the Partnership, the Corporation and the Redeemed Partner may (subject to the consent right of Royal in the foregoing sentence) change the number of Redeemed Units and/or the Redemption Date specified in such Redemption Notice to another number and/or date by mutual agreement signed in writing by each of them; provided further that (a) a Redemption Notice may be conditioned on the closing of an underwritten distribution of the shares of Class A Common Stock that may be issued in connection with such proposed Redemption; and (b) if the record date for any Partnership Distributions (as defined in the Charter) for any period would occur prior to any Redemption, then the Redemption Date for such Redemption shall in no event be earlier than the Business Day immediately following the record date designated by the Corporate Board for the corresponding Pass-Through Distribution (as defined in the Charter). Unless the Corporation has elected to effect a Direct Exchange as provided in Section 11.03, on the Redemption Date (to be effective immediately prior to the close of business on the Redemption Date) (1) the Redeemed Partner shall transfer and surrender the Redeemed Units to the Partnership and a corresponding number of shares of Class C Common Stock to the Corporation, in each case free and clear of all liens and encumbrances, (2) the Partnership shall (A) cancel the Redeemed Units, (B) transfer to the Redeemed Partner the consideration to which the Redeemed Partner is entitled under Section 11.01(b), and (C) if the Units are certificated, issue to the Redeemed Partner a certificate for a number of Common Units equal to the difference (if any) between the number of Common Units evidenced by the certificate surrendered by the Redeemed Partner pursuant to clause (1) of this Section 11.01(a) and the Redeemed Units and (3) the Corporation shall cancel such shares of Class C Common Stock.

Redemption Right of a Limited Partner. (a) Each Limited Partner (other than the Corporation) shall be entitled to cause the Partnership to redeem (a “Redemption”) all or any portion of its Common Units (the “Redemption Right”) at any time on or after the terms and conditions set forth in this Article XIdate that is 180 days after the Effective Time. A Limited Partner desiring to exercise its Redemption Right (the “Redeemed Partner”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Partnership with a copy to the Corporation and Royal LP (the date of the delivery of such Redemption Notice, the “Redemption Notice Date”). The Redemption Notice shall specify the number of Common Units (the “Redeemed Units”) that the Redeemed Partner intends to have the Partnership redeem. Notwithstanding the foregoing or anything to the contrary herein, other than with the prior written consent of Royal (which consent may be withheld or granted in Royal’s sole discretion), a Limited Partner shall only be entitled to exercise its Redemption Right with respect to a number of Common Units up to the Maximum Redeemed Unit Amount as of the Redemption Notice Date (and in the event a Limited Partner submits a Redemption Notice specifying a number of Common Units to be redeemed in excess of the Maximum Redeemed Unit Amount, the number of “Redeemed Units” for purposes of such Redemption Notice shall be deemed to equal either the Maximum Redeemed Unit Amount or such amount as consented to in writing by Royal LP). The Redemption shall be completed on the date that is three (3) Business Days following the later of (i) delivery of the applicable Redemption Notice and (ii) with respect Notice, unless the Partnership elects to any Common Units to make the redemption payment by means of a Cash Settlement, in which case the Redemption shall be redeemed in excess completed as promptly as practicable following delivery of the Maximum Redeemed Unit Amountapplicable Redemption Notice, but in any event, no more than ten (10) Business Days after delivery by Royal of its written consent, if any, to such Redemption Notice (unless and to the extent that the General Partner in its sole discretion agrees in writing to waive such time periods) (the date of such completion, the “Redemption Date”); provided provided, that the Partnership, the Corporation and the Redeemed Partner may (subject to the consent right of Royal in the foregoing sentence) change the number of Redeemed Units and/or the Redemption Date specified in such Redemption Notice to another number and/or date by mutual agreement signed in writing by each of them; provided further further, that (a) a Redemption Notice may be conditioned on the closing of an underwritten distribution of the shares of Class A Common Stock that may be issued in connection with such proposed Redemption; and (b) if the record date for any Partnership Distributions (as defined in the Charter) for any period would occur prior to any Redemption, then the Redemption Date for such Redemption shall in no event be earlier than the Business Day immediately following the record date designated by the Corporate Board for the corresponding Pass-Through Distribution (as defined in the Charter). Unless the Redeemed Partner has timely delivered a Retraction Notice as provided in Section 11.01(b) or has delayed a Redemption as provided in Section 11.01(c) or the Corporation has elected to effect a Direct Exchange as provided in Section 11.03, on the Redemption Date (to be effective immediately prior to the close of business on the Redemption Date) ), (1i) the Redeemed Partner shall transfer and surrender the Redeemed Units to the Partnership and a corresponding number of shares of Class C Common Stock the Required Preferred Shares to the Corporation, in each case free and clear of all liens and encumbrances, (2ii) the Partnership shall (Ax) cancel the Redeemed Units, (By) transfer to the Redeemed Partner the consideration to which the Redeemed Partner is entitled under Section 11.01(b), and (Cz) if the Units are certificated, issue to the Redeemed Partner a certificate for a number of Common Units equal to the difference (if any) between the number of Common Units evidenced by the certificate surrendered by the Redeemed Partner pursuant to clause (1i) of this Section 11.01(a) and the Redeemed Units and (3iii) the Corporation shall cancel such shares of Class C Common StockRequired Preferred Shares.

Redemption Right of a Limited Partner. (a) Each Limited Partner (other than the CorporationPublic Company) shall be entitled to cause the Partnership to redeem (a “Redemption”) all or any portion of its Common Class B Units (the “Redemption Right”) on the terms and conditions set forth in this Article XIat any time. A Limited Partner desiring to exercise its Redemption Right (the “Redeemed Partner”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Partnership with a copy to the Corporation and Royal LP Public Company (the date of the delivery of such Redemption Notice, the “Redemption Notice Date”). The Redemption Notice shall specify the number of Common Class B Units (the “Redeemed Units”) that the Redeemed Partner intends to have the Partnership redeem. Notwithstanding the foregoing or anything to the contrary herein, other than with the prior written consent of Royal (which consent may be withheld or granted in Royal’s sole discretion), a Limited Partner shall only be entitled to exercise its Redemption Right with respect to a number of Common Units up to the Maximum Redeemed Unit Amount as of the Redemption Notice Date (and in the event a Limited Partner submits a Redemption Notice specifying a number of Common Units to be redeemed in excess of the Maximum Redeemed Unit Amount, the number of “Redeemed Units” for purposes of such Redemption Notice shall be deemed to equal either the Maximum Redeemed Unit Amount or such amount as consented to in writing by Royal LP). The Redemption shall be completed on the date that is three (3) ten Business Days following the later of (i) delivery of the applicable Redemption Notice (unless and (iito the extent that the General Partner in its sole discretion agrees in writing to waive such time period) with respect to any Common Units to be redeemed in excess of the Maximum Redeemed Unit Amount, delivery by Royal of its written consent, if any, to such Redemption (the date of such completion, the “Redemption Date”); provided provided, however, that the Partnership, the Corporation Public Company and the Redeemed Partner may (subject to the consent right of Royal in the foregoing sentence) change the number of Redeemed Units and/or the Redemption Date specified in such Redemption Notice to another number and/or date by mutual agreement signed in writing by each of them; provided further that (a) a Redemption Notice may be conditioned on (i) the closing of an underwritten distribution of the shares of HESM Class A Common Stock Shares that may be issued in connection with such proposed Redemption; and Redemption or (bii) if the record date consummation of a purchase by another Person (whether in a tender or exchange offer, an underwritten offering or otherwise) of HESM Class A Shares for any Partnership Distributions which the Redeemed Units are redeemable, or contingent (including as defined to timing) upon the closing of an announced merger, consolidation or other transaction or event in which the Charter) HESM Class A Shares would be exchanged or converted or become exchangeable for any period would occur prior to any Redemption, then the Redemption Date for such Redemption shall in no event be earlier than the Business Day immediately following the record date designated by the Corporate Board for the corresponding Pass-Through Distribution (as defined in the Charter)or convertible into cash or other securities or property. Unless the Corporation Redeemed Partner timely has delivered a Retraction Notice as provided in Section 16.1(b) or has revoked or delayed a Redemption as provided in Section 16.1(c) or the Public Company has elected to effect a Direct Exchange as provided in Section 11.0316.3, on the Redemption Date (to be effective immediately prior to the close of business on the Redemption Date) (1A) the Redeemed Partner shall transfer and surrender surrender, or cause to be transferred and surrendered, as applicable, the Redeemed Units to the Partnership and a corresponding number of shares of HESM Class C Common Stock B Shares to the CorporationPublic Company, in each case free and clear of all liens and encumbrances, (2B) the Partnership shall (A1) cancel the Redeemed Units, (B2) transfer to the Redeemed Partner the consideration to which the Redeemed Partner is entitled under Section 11.01(b)Share Settlement, and (C3) if the Units are certificated, issue to the Redeemed Partner a certificate for a number of Common Class B Units equal to the difference (if any) between the number of Common Class B Units evidenced by the certificate surrendered by the Redeemed Partner pursuant to clause (1A) of this Section 11.01(a16.1(a) and the Redeemed Units and (3C) the Corporation Public Company shall cancel such shares of HESM Class C Common StockB Shares.

Redemption Right of a Limited Partner. (a) Each Limited Partner (other than the Corporation) shall be entitled to cause the Partnership to redeem (a “Redemption”) all or any portion of its Common Units (the “Redemption Right”) at any time on or after the terms and conditions set forth in date that is 180 days after the date of this Article XIAgreement. A Limited Partner desiring to exercise its Redemption Right (the “Redeemed Partner”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Partnership with a copy to the Corporation and Royal LP (the date of the delivery of such Redemption Notice, the “Redemption Notice Date”). The Redemption Notice shall specify the number of Common Units (the “Redeemed Units”) that the Redeemed Partner intends to have the Partnership redeem. Notwithstanding the foregoing or anything to the contrary herein, other than with the prior written consent of Royal (which consent may be withheld or granted in Royal’s sole discretion), a Limited Partner shall only be entitled to exercise its Redemption Right with respect to a number of Common Units up to the Maximum Redeemed Unit Amount as of the Redemption Notice Date (and in the event a Limited Partner submits a Redemption Notice specifying a number of Common Units to be redeemed in excess of the Maximum Redeemed Unit Amount, the number of “Redeemed Units” for purposes of such Redemption Notice shall be deemed to equal either the Maximum Redeemed Unit Amount or such amount as consented to in writing by Royal LP). The Redemption shall be completed on the date that is three (3) Business Days following the later of (i) delivery of the applicable Redemption Notice and (ii) with respect Notice, unless the Partnership elects to any Common Units to make the redemption payment by means of a Cash Settlement, in which case the Redemption shall be redeemed in excess completed as promptly as practicable following delivery of the Maximum Redeemed Unit Amountapplicable Redemption Notice, but in any event, no more than ten (10) Business Days after delivery by Royal of its written consent, if any, to such Redemption Notice (unless and to the extent that the General Partner in its sole discretion agrees in writing to waive such time periods) (the date of such completion, the “Redemption Date”); provided that the Partnership, the Corporation and the Redeemed Partner may (subject to the consent right of Royal in the foregoing sentence) change the number of Redeemed Units and/or the Redemption Date specified in such Redemption Notice to another number and/or date by mutual agreement signed in writing by each of them; provided further that (a) a Redemption Notice may be conditioned on the closing of an underwritten distribution of the shares of Class A Common Stock that may be issued in connection with such proposed Redemption; and (b) if the record date for any Partnership Distributions (as defined in the Charter) for any period would occur prior to any Redemption, then the Redemption Date for such Redemption shall in no event be earlier than the Business Day immediately following the record date designated by the Corporate Board for the corresponding Pass-Through Distribution (as defined in the Charter). Unless the Redeemed Partner has timely delivered a Retraction Notice as provided in Section 11.01(b) or has delayed a Redemption as provided in Section 11.01(c) or the Corporation has elected to effect a Direct Exchange as provided in Section 11.03, on the Redemption Date (to be effective immediately prior to the close of business on the Redemption Date) (1i) the Redeemed Partner shall transfer and surrender the Redeemed Units to the Partnership and a corresponding number of shares of Class C Common Stock to the Corporation, in each case free and clear of all liens and encumbrances, (2ii) the Partnership shall (Ax) cancel the Redeemed Units, (By) transfer to the Redeemed Partner the consideration to which the Redeemed Partner is entitled under Section 11.01(b), and (Cz) if the Units are certificated, issue to the Redeemed Partner a certificate for a number of Common Units equal to the difference (if any) between the number of Common Units evidenced by the certificate surrendered by the Redeemed Partner pursuant to clause (1i) of this Section 11.01(a) and the Redeemed Units and (3iii) the Corporation shall cancel such shares of Class C Common Stock.

Redemption Right of a Limited Partner. (a) Each Limited Partner (other than the Corporation) shall be entitled to cause the Partnership to redeem (a “Redemption”) all or any portion of its Common Units (the “Redemption Right”) on the terms and conditions set forth in this Article XIat any time. A Limited Partner desiring to exercise its Redemption Right (the “Redeemed Partner”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Partnership with a copy to the Corporation and Royal LP (the date of the delivery of such Redemption Notice, the “Redemption Notice Date”). The Redemption Notice shall specify the number of Common Units (the “Redeemed Units”) that the Redeemed Partner intends to have the Partnership redeem. Notwithstanding the foregoing or anything to the contrary herein, other than with the prior written consent of Royal (which consent may be withheld or granted in Royal’s sole discretion), a Limited Partner shall only be entitled to exercise its Redemption Right with respect to a number of Common Units up to the Maximum Redeemed Unit Amount as of the Redemption Notice Date (and in the event a Limited Partner submits a Redemption Notice specifying a number of Common Units to be redeemed in excess of the Maximum Redeemed Unit Amount, the number of “Redeemed Units” for purposes of such Redemption Notice shall be deemed to equal either the Maximum Redeemed Unit Amount or such amount as consented to in writing by Royal LP). The Redemption shall be completed on the date that is three (3) Business Days following the later of (i) delivery of the applicable Redemption Notice and (ii) with respect Notice, unless the Partnership elects to any Common Units to make the redemption payment by means of a Cash Settlement, in which case the Redemption shall be redeemed in excess completed as promptly as practicable following delivery of the Maximum Redeemed Unit Amountapplicable Redemption Notice, but in any event, no more than ten (10) Business Days after delivery by Royal of its written consent, if any, to such Redemption Notice (unless and to the extent that the General Partner in its sole discretion agrees in writing to waive such time periods) (the date of such completion, the “Redemption Date”); provided provided, that the Partnership, the Corporation and the Redeemed Partner may (subject to the consent right of Royal in the foregoing sentence) change the number of Redeemed Units and/or the Redemption Date specified in such Redemption Notice to another number and/or date by mutual agreement signed in writing by each of them; provided further further, that (a) a Redemption Notice may be conditioned on the closing of an underwritten distribution of the shares of Class A Common Stock that may be issued in connection with such proposed Redemption; and (b) if the record date for any Partnership Distributions (as defined in the Charter) for any period would occur prior to any Redemption, then the Redemption Date for such Redemption shall in no event be earlier than the Business Day immediately following the record date designated by the Corporate Board for the corresponding Pass-Through Distribution (as defined in the Charter). Unless the Redeemed Partner has timely delivered a Retraction Notice as provided in Section 11.01(b) or has delayed a Redemption as provided in Section 11.01(c) or the Corporation has elected to effect a Direct Exchange as provided in Section 11.03, on the Redemption Date (to be effective immediately prior to the close of business on the Redemption Date) ), (1i) the Redeemed Partner shall transfer and surrender the Redeemed Units to the Partnership and a corresponding number of shares of the Required Class C Common Stock B Shares to the Corporation, in each case free and clear of all liens and encumbrances, (2ii) the Partnership shall (Ax) cancel the Redeemed Units, (By) transfer to the Redeemed Partner the consideration to which the Redeemed Partner is entitled under Section 11.01(b), and (Cz) if the Units are certificated, issue to the Redeemed Partner a certificate for a number of Common Units equal to the difference (if any) between the number of Common Units evidenced by the certificate surrendered by the Redeemed Partner pursuant to clause (1i) of this Section 11.01(a) and the Redeemed Units and (3iii) the Corporation shall cancel such shares of Required Class C Common StockB Shares.