Common use of Request for Equity-Financed Redemption Clause in Contracts

Request for Equity-Financed Redemption. In lieu of a Secondary Offering pursuant to Section 2.02(a), the Partnership, upon the written request (the “Redemption Demand Notice”) by such Holders (the “Redemptees”), shall use commercially reasonable efforts to undertake an equity financing consisting of (i) a public offering (including an Underwritten Offering), (ii) a private placement or (iii) a combination of each (a “Primary Offering”), in each case, of an equal number of Common Units (the “Primary Units”). The net proceeds (after Registration Expenses but before Selling Expenses) of such Primary Offering will be used to redeem from each Redemptee the number of Registrable Securities specified in each Redemptee’s Redemption Demand Notice (the “Redemption”). Redemptions from Reserves and Xxxxx shall be treated as reimbursement for certain capital expenditures attributable to the businesses of the Partnership and its subsidiaries incurred within the two-year period prior to the formation of the Operating Company as a partnership for tax purposes, as contemplated by the Contribution Agreement, until all such capital expenditures shall have been reimbursed. The obligation of the Partnership to undertake the Primary Offering shall include the preparation and filing of an offering document, such as an offering memorandum or Registration Statement, as applicable, as well as the preparation and execution of a purchase agreement or underwriting agreement in customary form, 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 are requested by the Managing Underwriter or underwriters or placement agent (as applicable, the “Selling Agent”), or, if no Selling Agent, the Redemptees, to expedite or facilitate the disposition of Primary Units, including causing its management to participate in a “roadshow” or similar marketing efforts.

Request for Equity-Financed Redemption. In lieu of a Secondary Offering pursuant to Section 2.02(a), the Partnership, upon the written request (the “Redemption Demand Notice”) by such Holders a Holder Group (the “Redemptee” and collectively the “Redemptees”), shall use commercially reasonable efforts to undertake an equity financing consisting of (i) a public offering (including an Underwritten Offering), (ii) a private placement or (iii) a combination of each (a “Primary Offering”), in each case, of an equal number of Common Units Registrable Securities (the “Primary Units”). The net proceeds (after Registration Expenses but before Selling Expenses) of such Primary Offering will be used to redeem from each Redemptee the number of Registrable Securities specified in each Redemptee’s Redemption Demand Notice (the “Redemption”). Redemptions from Reserves and Xxxxx shall be treated as reimbursement for certain capital expenditures attributable to the businesses of the Partnership and its subsidiaries incurred within the two-year period prior to the formation of the Operating Company as a partnership for tax purposes, as contemplated by the Contribution Agreement, until all such capital expenditures shall have been reimbursed. The obligation of the Partnership to undertake the Primary Offering shall include the preparation and filing of an offering document, such as an offering memorandum or Registration Statementregistration statement, as applicable, as well as the preparation and execution of a purchase agreement or underwriting agreement in customary form, 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 are requested by the Managing Underwriter or underwriters or placement agent (as applicable, the “Selling Agent”), or, if no Selling Agent, the Redemptees, to expedite or facilitate the disposition of Primary Units, including causing its management to participate in a “roadshow” or similar marketing efforts.

Request for Equity-Financed Redemption. In lieu of a Secondary Offering pursuant to Section 2.02(a), the Partnership, upon the written request (the “Redemption Demand Notice”) by such Holders (the “Redemptees”), shall use commercially reasonable efforts to undertake an equity financing consisting of (i) a public offering (including an Underwritten Offering), (ii) a private placement or (iii) a combination of each (a “Primary Offering”), in each case, of an equal number of Common Units (the “Primary Units”). The net proceeds (after Registration Expenses but before Selling Expenses) of such Primary Offering will be used to redeem from each Redemptee the number of Registrable Securities specified in each Redemptee’s Redemption Demand Notice (the “Redemption”). Redemptions from Reserves Refining Holdings and Xxxxx Refining Holdings Sub shall be treated as reimbursement for certain capital expenditures attributable to the businesses of the Partnership and its subsidiaries incurred within the two-year period prior to the formation Contribution Date (as such term is defined in the Partnership Agreement) pursuant to Section 1.1 of the Operating Company as a partnership for tax purposes, as contemplated by the Contribution Reorganization Agreement, until all such capital expenditures shall have been reimbursed. The obligation of the Partnership to undertake the Primary Offering shall include the preparation and filing of an offering document, such as an offering memorandum or Registration Statement, as applicable, and as well as the preparation and execution of a an purchase agreement or underwriting agreement in customary form, 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 are requested by the Managing Underwriter or underwriters or placement agent (as applicable, the “Selling Agent”), or, if no Selling Agent, the Redemptees, to expedite or facilitate the disposition of Primary Units, including causing its management to participate in a “roadshow” or similar marketing efforts.

Request for Equity-Financed Redemption. In lieu of a Secondary Offering pursuant to Section 2.02(a), the Partnership, upon the written request (the “Redemption Demand Notice”) by such one or more Holders of at least fifteen percent (15%) of the then-outstanding Registrable Securities (subject to adjustment pursuant to Section 3.04) (each a “Redemptee” and collectively, the “Redemptees”), shall use commercially reasonable efforts to undertake an equity financing consisting of (i) a public offering (including an Underwritten Offering), (ii) a private placement or (iii) a combination of each (each such offering, a “Primary Offering”), in each case, of an equal a number of Common Units (the “Primary Units”)) equal to the number of Registrable Securities specified in the Redemption Demand Notice. The net proceeds (after Registration Expenses but before Selling Expenses) of such Primary Offering will be used to redeem from each Redemptee the number of Registrable Securities specified in each such Redemptee’s Redemption Demand Notice (the “Redemption”). Redemptions from Reserves and Xxxxx GPM shall be treated as reimbursement for certain capital expenditures attributable to the businesses of the Partnership and its subsidiaries incurred within the two-year period prior to the formation of Contribution Date (as such term is defined in the Operating Company as a partnership for tax purposes, as contemplated by the Contribution Partnership Agreement, ) until all such capital expenditures shall have been reimbursed. The obligation of the Partnership to undertake the Primary Offering shall include (i) the preparation and filing of an offering document, such as an offering memorandum or Registration Statement, as applicable, as well as and (ii) the preparation and execution of a purchase agreement or underwriting agreement in customary form, which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.08 and taking 2.07. In addition, the Partnership shall take all reasonable actions as are requested by the Managing Underwriter or Underwriter, underwriters or placement agent (as applicable, the “Selling Agent”), or, if no Selling Agent, the Redemptees, to expedite or facilitate the disposition of Primary Units, including causing its the management of the Partnership to participate in a “roadshow” or similar marketing efforts.

Request for Equity-Financed Redemption. In lieu of a Secondary Offering pursuant to Section 2.02(a), the Partnership, upon the written request (the “Redemption Demand Notice”) by such one or more Holders (the “Redemptee” and collectively the “Redemptees”), shall use commercially reasonable efforts to undertake an equity financing consisting of (i) a public offering (including an Underwritten Offering), (ii) a private placement or (iii) a combination of each (a “Primary Offering”), in each case, of an equal number of Common Units Registrable Securities (the “Primary Units”). The net proceeds (after Registration Expenses but before Selling Expenses) of such Primary Offering will be used to redeem from each Redemptee the number of Registrable Securities specified in each Redemptee’s Redemption Demand Notice (the “Redemption”). Redemptions from Reserves and Xxxxx shall be treated as reimbursement for certain capital expenditures attributable to the businesses of the Partnership and its subsidiaries incurred within the two-year period prior to the formation of the Operating Company as a partnership for tax purposes, as contemplated by the Contribution Agreement, until all such capital expenditures shall have been reimbursed. The obligation of the Partnership to undertake the Primary Offering shall include the preparation and filing of an offering document, such as an offering memorandum or Registration Statementregistration statement, as applicable, as well as the preparation and execution of a purchase agreement or underwriting agreement in customary form, 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 are requested by the Managing Underwriter or underwriters or placement agent (as applicable, the “Selling Agent”), or, if no Selling Agent, the Redemptees, to expedite or facilitate the disposition of Primary Units, including causing its management to participate in a “roadshow” or similar marketing efforts.

Request for Equity-Financed Redemption. In lieu of a Secondary Offering pursuant to Section 2.02(a), the Partnership, upon the written request (the “Redemption Demand Notice”) by such Holders (the “Redemptees”), shall use commercially reasonable efforts to undertake an equity financing consisting of (i) a public offering (including an Underwritten Offering), (ii) a private placement or (iii) a combination of each (a “Primary Offering”), in each case, of an equal number of Common Units (the “Primary Units”). The net proceeds (after Registration Expenses but before Selling Expenses) of such Primary Offering will be used to redeem from each Redemptee the number of Registrable Securities specified in each Redemptee’s Redemption Demand Notice (the “Redemption”). Redemptions from Reserves and Xxxxx shall be treated as reimbursement for certain capital expenditures attributable to the businesses of the Partnership and its subsidiaries incurred by Coffeyville Resources within the two-year period prior to the formation Contribution Date (as such term is defined in the Contribution Agreement) pursuant to Section 2.2 of the Operating Company as a partnership for tax purposes, as contemplated by the Contribution Agreement, until all such capital expenditures shall have been reimbursed. The obligation of the Partnership to undertake the Primary Offering shall include the preparation and filing of an offering document, such as an offering memorandum or Registration Statement, as applicable, and as well as the preparation and execution of a an purchase agreement or underwriting agreement in customary form, 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 are requested by the Managing Underwriter or underwriters or placement agent (as applicable, the “Selling Agent”), or, if no Selling Agent, the Redemptees, to expedite or facilitate the disposition of Primary Units, including causing its management to participate in a “roadshow” or similar marketing efforts.

Request for Equity-Financed Redemption. In lieu of a Secondary Offering pursuant to Section 2.02(a), the Partnership, upon the written request (the “Redemption Demand Notice”) by such one or more Holders of at least fifteen percent (15%) of the then-outstanding Registrable Securities (subject to adjustment pursuant to Section 3.04) (each a “Redemptee” and collectively, the “Redemptees”), shall use commercially reasonable efforts to undertake an equity financing consisting of (i) a public offering (including an Underwritten Offering), (ii) a private placement or (iii) a combination of each (each such offering, a “Primary Offering”), in each case, of an equal a number of Common Units (the “Primary Units”)) equal to the number of Registrable Securities specified in the Redemption Demand Notice. The net proceeds (after Registration Expenses but before Selling Expenses) of such Primary Offering will be used to redeem from each Redemptee the number of Registrable Securities specified in each such Redemptee’s Redemption Demand Notice (the “Redemption”). Redemptions from Reserves and Xxxxx shall be treated as reimbursement for certain capital expenditures attributable to the businesses of the Partnership and its subsidiaries incurred within the two-year period prior to the formation of the Operating Company as a partnership for tax purposes, as contemplated by the Contribution Agreement, until all such capital expenditures shall have been reimbursed. The obligation of the Partnership to undertake the Primary Offering shall include (i) the preparation and filing of an offering document, such as an offering memorandum or Registration Statement, as applicable, as well as and (ii) the preparation and execution of a purchase agreement or underwriting agreement in customary form, which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.08 and taking 2.07. In addition, the Partnership shall take all reasonable actions as are requested by the Managing Underwriter or Underwriter, underwriters or placement agent (as applicable, the “Selling Agent”), or, if no Selling Agent, the Redemptees, to expedite or facilitate the disposition of Primary Units, including causing its the management of the Partnership to participate in a “roadshow” or similar marketing efforts.