Common use of Request for a Secondary Offering Clause in Contracts

Request for a Secondary Offering. If one or more Holders constituting a Holder Group collectively owns at least 2.0% of the outstanding Registrable Securities of the Partnership and elect to dispose of Registrable Securities having a market price, based on the last sales price of the Common Units as of the trading date prior to the date of demand, of at least $25.0 million (subject to adjustment pursuant to Section 3.04) the Partnership shall, upon the written request by such Holder Group, retain underwriters in order to permit such Holders to effect such sale through an Underwritten Offering (a “Secondary Offering”). Within two (2) business days of the receipt of the Demand Notice, the Partnership shall give written notice of such Demand Notice to all Holders, and the Holders shall have three (3) business days following receipt of such notice of the Demand Notice from the Partnership to request through such Holder’s Holder Group representative set forth in Section 3.01 in writing (including by electronic mail) to the Partnership to be included as a seller of Registrable Securities in such Underwritten Offering. The obligation of the Partnership to retain underwriters shall include the preparation and entry into an underwriting agreement, in customary form, with the Managing Underwriter or underwriters, which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.08 and taking all reasonable actions as requested by the Managing Underwriter or underwriters to expedite or facilitate the disposition of such Registrable Securities, including causing its management to participate in a “roadshow” or similar marketing efforts.

Request for a Secondary Offering. If one or more (i) Following the Effectiveness Deadline, if the Holders constituting a Holder Group collectively owns of at least 2.0% thirty percent (30%) of the then outstanding Registrable Securities of the Partnership and elect to dispose of all or any portion of their Registrable Securities having a market pursuant to an Underwritten Offering, the anticipated aggregate offering price, based on the last sales price net of the Common Units as of the trading date prior to the date of demandunderwriting discounts and commissions, of at least which is in excess of $25.0 million (subject to adjustment pursuant to Section 3.04) 30,000,000, the Partnership Company shall, upon the written request by such Holder GroupHolders, use its commercially reasonable efforts to (A) retain underwriters in order to permit such Holders to effect such sale through an Underwritten Offering (a “Secondary Offering”). Within two ; (2B) business days if a registration statement is not then already available and effective, prepare and file with the Commission a registration statement under the Securities Act providing for a Secondary Offering as permitted by Rule 415 of the receipt Securities Act with respect to such Registrable Securities (a “Secondary Offering Registration Statement”); and (C) cause such Secondary Offering Registration Statement to be declared effective as soon as reasonably practicable after the initial filing thereof. In addition, the Company shall give prompt written notice (including notice by electronic mail) to each other Holder (and to the Holders under the Existing Registration Rights Agreements) regarding such proposed Secondary Offering, and such notice shall offer such Holders the opportunity to include in such Secondary Offering Registration Statement such number of Registrable Securities as each such Holder may request. Each such notice shall specify, at a minimum, the number and type of securities proposed to be registered, the proposed date of filing of such Secondary Offering Registration Statement with the Commission, the proposed means of distribution, the proposed Secondary Managing Underwriter and other underwriters (if any and if known) and a good faith estimate by the Company of the Demand Notice, the Partnership shall give written notice proposed minimum offering price of such Demand Notice to all Holders, and the Holders securities (if known). Each such Holder shall have three (3) business days following receipt of make such notice of the Demand Notice from the Partnership to request through such Holder’s Holder Group representative set forth in Section 3.01 in writing to the Company (including by electronic mail) to within five (5) business days after the Partnership to be included as a seller receipt of any such notice from the Company, which request shall specify the number of Registrable Securities intended to be disposed of by such Holder, and, subject to the terms and conditions of this Agreement, including Section 2.02, the Company shall use its reasonable best efforts to include in such Underwritten Offering. The obligation of the Partnership to retain underwriters shall include the preparation and entry into an underwriting agreement, in customary form, with the Managing Underwriter or underwriters, which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.08 and taking Secondary Offering Registration Statement all reasonable actions as requested Registrable Securities held by the Managing Underwriter or underwriters to expedite or facilitate the disposition of such Registrable Securities, including causing its management to participate in a “roadshow” or similar marketing effortsHolders.

Request for a Secondary Offering. If one or more (i) Following the Effectiveness Deadline, if the Holders constituting of a Holder Group collectively owns at least 2.0% majority of the then outstanding Registrable Securities of the Partnership and elect to dispose of all of their Registrable Securities having a market price, based on the last sales price of the Common Units as of the trading date prior to the date of demand, of at least $25.0 million (subject to adjustment pursuant to Section 3.04) an Underwritten Offering, the Partnership Company shall, upon the written request by such Holder GroupHolders, use its commercially reasonable efforts to (A) retain underwriters in order to permit such Holders to effect such sale through an Underwritten Offering (a “Secondary Offering”). Within two ; (2B) business days if a registration statement is not then already available and effective, prepare and file with the Commission a registration statement under the Securities Act providing for a Secondary Offering as permitted by Rule 415 of the receipt Securities Act with respect to such Registrable Securities (a “Secondary Offering Registration Statement”); and (C) cause such Secondary Offering Registration Statement to be declared effective as soon as reasonably practicable after the initial filing thereof. In addition, the Company shall give prompt written notice (including notice by electronic mail) to each other Holder (and to the Holders under the Preferred Stock Registration Rights Agreement, Leucadia Registration Rights Agreement and the EF Registration Rights Agreement) regarding such proposed Secondary Offering, and such notice shall offer such Holders the opportunity to include in such Secondary Offering Registration Statement such number of Registrable Securities as each such Holder may request. Each such notice shall specify, at a minimum, the number and type of securities proposed to be registered, the proposed date of filing of such Secondary Offering Registration Statement with the Commission, the proposed means of distribution, the proposed Secondary Managing Underwriter and other underwriters (if any and if known) and a good faith estimate by the Company of the Demand Notice, the Partnership shall give written notice proposed minimum offering price of such Demand Notice to all Holders, and the Holders securities (if known). Each such Holder shall have three (3) business days following receipt of make such notice of the Demand Notice from the Partnership to request through such Holder’s Holder Group representative set forth in Section 3.01 in writing to the Company (including by electronic mail) to within five (5) business days after the Partnership to be included as a seller receipt of any such notice from the Company, which request shall specify the number of Registrable Securities intended to be disposed of by such Holder, and, subject to the terms and conditions of this Agreement, including Section 2.02, the Company shall use its reasonable best efforts to include in such Underwritten Offering. The obligation of the Partnership to retain underwriters shall include the preparation and entry into an underwriting agreement, in customary form, with the Managing Underwriter or underwriters, which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.08 and taking Secondary Offering Registration Statement all reasonable actions as requested Registrable Securities held by the Managing Underwriter or underwriters to expedite or facilitate the disposition of such Registrable Securities, including causing its management to participate in a “roadshow” or similar marketing effortsHolders.

Request for a Secondary Offering. If one the Company fails to have a Shelf Registration Statement declared effective on or more Holders constituting a Holder Group collectively owns at least 2.0% prior to the Effectiveness Deadline, then on or prior to the fifth (5th) anniversary of the outstanding Registrable Securities of date hereof, if the Partnership and Holders elect to dispose of all of their Registrable Securities having a market price, based on the last sales price of the Common Units as of the trading date prior to the date of demand, of at least $25.0 million (subject to adjustment pursuant to Section 3.04) an Underwritten Offering, the Partnership Company shall, upon the written request by such Holder GroupHolder, use its commercially reasonable efforts to (i) retain underwriters in order to permit such Holders to effect such sale through an Underwritten Offering (a “"Secondary Offering”"). Within two ; (2ii) business days if a registration statement is not then already available and effective, prepare and file with the Commission a registration statement under the Securities Act providing for a Secondary Offering as permitted by Rule 415 of the receipt of the Demand Notice, the Partnership shall give written notice of Securities Act with respect to such Demand Notice to all Holders, Registrable Securities (a "Secondary Offering Registration Statement"); and the Holders shall have three (3iii) business days following receipt of cause such notice of the Demand Notice from the Partnership to request through such Holder’s Holder Group representative set forth in Section 3.01 in writing (including by electronic mail) to the Partnership Secondary Offering Registration Statement to be included as a seller of Registrable Securities in such Underwritten Offeringdeclared effective. The obligation of the Partnership Company to retain underwriters shall include the preparation and entry into an underwriting agreement, in customary form, with the Secondary Managing Underwriter or and other underwriters, if any, which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.08 2.07 and taking customary lock-up provisions for the Company and its directors and officers. The Company shall take all reasonable actions as requested by the Secondary Managing Underwriter or other underwriters (if any) to expedite or facilitate the disposition of such Registrable Securities, including causing its management to participate in a “"roadshow” " or similar marketing efforts.

Request for a Secondary Offering. If one or more (1) Following the Effectiveness Deadline, if the Holders constituting a Holder Group collectively owns of at least 2.0% thirty percent (30%) of the then outstanding Registrable Securities of the Partnership and elect to dispose of all or any portion of their Registrable Securities having a market pursuant to an Underwritten Offering, the anticipated aggregate offering price, based on the last sales price net of the Common Units as of the trading date prior to the date of demandunderwriting discounts and commissions, of at least which is in excess of $25.0 million (subject to adjustment pursuant to Section 3.04) 30,000,000, the Partnership Company shall, upon the written request by such Holder GroupHolders, use its commercially reasonable efforts to (A) retain underwriters in order to permit such Holders to effect such sale through an Underwritten Offering (a “Secondary Offering”). Within two ; (2B) business days if a registration statement is not then already available and effective, prepare and file with the Commission a registration statement under the Securities Act providing for a Secondary Offering as permitted by Rule 415 of the receipt Securities Act with respect to such Registrable Securities (a “Secondary Offering Registration Statement”); and (C) cause such Secondary Offering Registration Statement to be declared effective as soon as reasonably practicable after the initial filing thereof. In addition, the Company shall give prompt written notice (including notice by electronic mail) to each other Holder (and to the Holders under the Existing Registration Rights Agreements) regarding such proposed Secondary Offering, and such notice shall offer such Holders the opportunity to include in such Secondary Offering Registration Statement such number of Registrable Securities as each such Holder may request. Each such notice shall specify, at a minimum, the number and type of securities proposed to be registered, the proposed date of filing of such Secondary Offering Registration Statement with the Commission, the proposed means of distribution, the proposed Secondary Managing Underwriter and other underwriters (if any and if known) and a good faith estimate by the Company of the Demand Notice, the Partnership shall give written notice proposed minimum offering price of such Demand Notice to all Holders, and the Holders securities (if known). Each such Holder shall have three (3) business days following receipt of make such notice of the Demand Notice from the Partnership to request through such Holder’s Holder Group representative set forth in Section 3.01 in writing to the Company (including by electronic mail) to within five (5) business days after the Partnership to be included as a seller receipt of any such notice from the Company, which request shall specify the number of Registrable Securities intended to be disposed of by such Holder, and, subject to the terms and conditions of this Agreement, including Section 2.02, the Company shall use its reasonable best efforts to include in such Underwritten Offering. The obligation of the Partnership to retain underwriters shall include the preparation and entry into an underwriting agreement, in customary form, with the Managing Underwriter or underwriters, which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.08 and taking Secondary Offering Registration Statement all reasonable actions as requested Registrable Securities held by the Managing Underwriter or underwriters to expedite or facilitate the disposition of such Registrable Securities, including causing its management to participate in a “roadshow” or similar marketing effortsHolders.

Request for a Secondary Offering. If one the Company fails to have a Shelf Registration Statement declared effective on or more Holders constituting a Holder Group collectively owns at least 2.0% prior to the Effectiveness Deadline, then on or prior to the fifth (5th) anniversary of the outstanding Registrable Securities of date hereof, if the Partnership and Holders elect to dispose of all of their Registrable Securities having a market price, based on the last sales price of the Common Units as of the trading date prior to the date of demand, of at least $25.0 million (subject to adjustment pursuant to Section 3.04) an Underwritten Offering, the Partnership Company shall, upon the written request by such Holder GroupHolder, use its commercially reasonable efforts to (i) retain underwriters in order to permit such Holders to effect such sale through an Underwritten Offering (a “Secondary Offering”). Within two ; (2ii) business days if a registration statement is not then already available and effective, prepare and file with the Commission a registration statement under the Securities Act providing for a Secondary Offering as permitted by Rule 415 of the receipt of the Demand Notice, the Partnership shall give written notice of Securities Act with respect to such Demand Notice to all Holders, Registrable Securities (a “Secondary Offering Registration Statement”); and the Holders shall have three (3iii) business days following receipt of cause such notice of the Demand Notice from the Partnership to request through such Holder’s Holder Group representative set forth in Section 3.01 in writing (including by electronic mail) to the Partnership Secondary Offering Registration Statement to be included as a seller of Registrable Securities in such Underwritten Offeringdeclared effective. The obligation of the Partnership Company to retain underwriters shall include the preparation and entry into an underwriting agreement, in customary form, with the Secondary Managing Underwriter or and other underwriters, if any, which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.08 2.07 and taking customary lock-up provisions for the Company and its directors and officers. The Company shall take all reasonable actions as requested by the Secondary Managing Underwriter or other underwriters (if any) to expedite or facilitate the disposition of such Registrable Securities, including causing its management to participate in a “roadshow” or similar marketing efforts.