Common use of Restrictions on Transfers of Series A Preferred Units Clause in Contracts

Restrictions on Transfers of Series A Preferred Units. (A) Notwithstanding any other provision of this Section 5.11(b)(vii) (other than the restriction on transfers to a Person that is not a U.S. resident individual or an entity that is not treated as a U.S. corporation or partnership set forth in Section 5.11(b)(vii)(B)), subject to Section 4.7, each Series A Preferred Unitholder shall be permitted to transfer any Series A Preferred Units owned by such Series A Preferred Unitholder to any of its respective Affiliates or to any Series A Preferred Unitholder. (B) Without the prior written consent of the General Partner, except as specifically provided in the Series A Purchase Agreement or this Agreement, each Series A Preferred Unitholder shall not: (1) prior to April 10, 2020, offer, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any of its Series A Preferred Units; (2) prior to April 10, 2021, directly or indirectly engage in any short sales of Partnership Interests or other derivative or hedging transactions with Partnership Interests, that are designed to, or that might reasonably be expected to, result in the transfer to another Person, in whole or in part, of any of the economic consequences of ownership of any Series A Preferred Units; (3) transfer any Series A Preferred Units to any non-U.S. resident individual, non-U.S. corporation or partnership, or any other non-U.S. entity, including any foreign governmental entity, including by means of any swap or other transaction or arrangement that transfers or that is designed to, or that might reasonably be expected to, result in the transfer to another, in whole or in part, of any of the economic consequences of ownership of any Series A Preferred Units, regardless of whether any transaction described above is to be settled by delivery of Series A Preferred Units, Common Units or Class B Units, in cash or otherwise (provided, however, that the foregoing clause (3) shall not apply if, prior to any such transfer or arrangement, such individual, corporation, partnership or other entity establishes, to the satisfaction of the Partnership, that it is entitled to a complete exemption from tax withholding, including under Code Sections 1441, 1442, 1445 and 1471 through 1474, and the Treasury Regulations thereunder); (4) effect any transfer of Series A Preferred Units or Series A Conversion Units in a manner that violates the terms of this Agreement; or (5) effect any transfer of Series A Preferred Units to a Competitor. Notwithstanding the foregoing, any transferee (which, for the avoidance of doubt, shall not include any pledgee of, or holder of a security interest in, Series A Preferred Units) receiving any Series A Preferred Units pursuant to this Section 5.11(b)(vii)(B) (including upon any foreclosure upon pledged Series A Preferred Units) shall be obligated to agree to the restrictions set forth in this Section 5.11(b)(vii)(B) as a condition to such transfer. For the avoidance of doubt, in no way shall this Section 5.11(b)(vii)(B) be deemed to restrict or prohibit changes in the composition of any Series A Preferred Unitholder or its partners or members so long as such changes in composition only relate to changes in direct or indirect ownership of the Capital Stock of such Series A Preferred Unitholder among such Series A Preferred Unitholder, its Affiliates and the members or limited partners of any private equity fund vehicles that indirectly own such Series A Preferred Unitholder. Notwithstanding anything to the contrary in this Section 5.11(b)(vii)(B), each Series A Preferred Unitholder shall be permitted to pledge all or any portion of its Series A Preferred Units (including any Series A Conversion Units into which the Series A Preferred Units may convert) in connection with a Permitted Loan, and neither (A) the foreclosure of any such pledged Series A Preferred Units or Series A Conversion Units, as the case may be, nor (B) the transfer of Series A Preferred Units or Series A Conversion Units, as the case may be, by a pledgee or counterparty who has foreclosed or exercised remedies or rights on any such pledged or transferred Series A Preferred Units or Series A Conversion Units shall be considered a violation or breach of this Section 5.11(b)(vii)(B). (C) Subject to Section 4.7 and compliance with any applicable securities laws or other provisions of this Agreement, at any time after April 10, 2020, the Series A Preferred Unitholders may freely transfer their Series A Preferred Units, provided that prior to April 10, 2021 each such transfer involves an aggregate number of Series A Preferred Units with an underlying value of Common Units equal to or greater than $50 million (taking into account and including any concurrent transfers by any Affiliates of such Series A Preferred Unitholder) based on the Closing Price on the Trading Day immediately preceding the date of transfer (or a lesser underlying value if such transfer (1) will result in the transfer of all of the Series A Preferred Units held by such holder or (2) has been approved by the General Partner in its sole discretion); provided, however, that this Section 5.11(b)(vii)(C) shall not eliminate, modify or reduce the obligations set forth in clauses (3), (4) or (5) of Section 5.11(b)(vii)(B). Notwithstanding anything to the contrary in this Section 5.11(b)(vii)(C), each Series A Preferred Unitholder shall be permitted to pledge all or any portion of its Series A Preferred Units (including any Series A Conversion Units into which the Series A Preferred Units may convert) in connection with a Permitted Loan, and neither (A) the foreclosure of any such pledged Series A Preferred Units or Series A Conversion Units, as the case may be, nor (B) the transfer of Series A Preferred Units or Series A Conversion Units, as the case may be, by a pledgee or counterparty who has foreclosed or exercised remedies or rights on any such pledged or transferred Series A Preferred Units or Series A Conversion Units shall be considered a violation or breach of this Section 5.11(b)(vii)(C).

Restrictions on Transfers of Series A Preferred Units. (Aa) Notwithstanding any other provision of this Section 5.11(b)(vii) (other than the restriction on transfers to a Person that is not a U.S. resident individual or an entity that is not treated as a U.S. corporation or partnership set forth in Section 5.11(b)(vii)(B)), subject to Section 4.74.8, each Series A Preferred Unitholder shall be permitted to transfer any Series A Preferred Units owned by such Series A Preferred Unitholder to any of its respective Affiliates or to any Series A Preferred Unitholder. (Bb) Without the prior written consent of the General Partner, except as specifically provided in the Series A Purchase Agreement or this Agreement, each Series A Preferred Unitholder shall not: (1) prior to April 10October 6, 20202018, offer, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any of its Series A Preferred Units; (2) prior to April 10October 6, 20212019, directly or indirectly engage in any short sales of Partnership Interests or other derivative or hedging transactions with Partnership Interests, respect to the Series A Preferred Units or Common Units that are designed to, or that might reasonably be expected to, result in the transfer to another Person, in whole or in part, of any of the economic consequences of ownership of any Series A Preferred Units; (3) transfer any Series A Preferred Units to any non-U.S. resident individual, non-U.S. corporation or partnership, or any other non-U.S. entity, including any foreign governmental entity, including by means of any swap or other transaction or arrangement that transfers or that is designed to, or that might reasonably be expected to, result in the transfer to another, in whole or in part, of any of the economic consequences of ownership of any Series A Preferred Units, regardless of whether any transaction described above is to be settled by delivery of Series A Preferred Units, Common Units or Class B Unitsother securities, in cash or otherwise (provided, however, that the foregoing clause (3) shall not apply if, prior to any such transfer or arrangement, such individual, corporation, partnership or other entity establishes, to the satisfaction of the Partnership, that it is entitled to a complete exemption from tax withholding, including under Code Sections 1441, 1442, 1445 and 1471 through 1474, and the Treasury Regulations regulations thereunder); or (4) effect any transfer of Series A Preferred Units or Series A Conversion Units in a manner that violates the terms of this Agreement; provided, however, that any Series A Preferred Unitholder may at any time on and after the Series A Issuance Date, pledge all or (5) effect any transfer portion of its Series A Preferred Units to any holders of obligations owed by such Series A Preferred Unitholder, including to the trustee for, or agent or representative of, such Series A Preferred Unitholder, and, in each case, as applicable, subject to clauses (3) and (4) above, any such pledge and any foreclosure, sale or other remedy exercised pursuant to the pledge thereon and/or subsequent transfer by any such pledgee on any such pledged Series A Preferred Units shall not be considered a Competitorviolation or breach of this Section 5.11(b)(vii)(B). Notwithstanding the foregoing, any transferee (which, for the avoidance of doubt, shall not include any pledgee of, or holder of a security interest in, Series A Preferred Units) receiving any Series A Preferred Units pursuant to this Section 5.11(b)(vii)(B) (including upon any foreclosure upon pledged Series A Preferred Units) shall be obligated to agree to the restrictions set forth in this Section 5.11(b)(vii)(B) as a condition to such transfer. For the avoidance of doubt, in no way shall this Section 5.11(b)(vii)(B) be deemed to restrict or prohibit changes in the composition of any Series A Preferred Unitholder or its partners or members so long as such changes in composition only relate to changes in direct or indirect ownership of the Capital Stock of such Series A Preferred Unitholder among such Series A Preferred Unitholder, its Affiliates and the members or limited partners of any private equity fund vehicles that indirectly own such Series A Preferred Unitholder. Notwithstanding anything to the contrary in this Section 5.11(b)(vii)(B), each Series A Preferred Unitholder shall be permitted to pledge all or any portion of its Series A Preferred Units (including any Series A Conversion Units into which the Series A Preferred Units may convert) in connection with a Permitted Loan, and neither (A) the foreclosure of any such pledged Series A Preferred Units or Series A Conversion Units, as the case may be, nor (B) the transfer of Series A Preferred Units or Series A Conversion Units, as the case may be, by a pledgee or counterparty who has foreclosed or exercised remedies or rights on any such pledged or transferred Series A Preferred Units or Series A Conversion Units shall be considered a violation or breach of this Section 5.11(b)(vii)(B). (Cc) Subject to Section 4.7 4.8 and compliance with any applicable securities laws or other provisions of this Agreement, at any time after April 10October 6, 20202018, the Series A Preferred Unitholders may freely transfer their Series A Preferred Units, provided that prior to April 10, 2021 each such transfer involves an aggregate number of Series A Preferred Units with an underlying value of Common Units equal to or greater than $50 million (taking into account and including any concurrent transfers by any Affiliates of such Series A Preferred Unitholder) based on the Closing Series A Issue Price on the Trading Day immediately preceding the date of transfer (or a lesser underlying value if such transfer (1) will result in the transfer of all of the Series A Preferred Units held by such holder and its Affiliates or (2) has been approved by the General Partner in its sole discretionPartner); provided, however, that this Section 5.11(b)(vii)(C) shall not eliminate, modify or reduce the obligations set forth in clauses (32), (43) or (54) of Section 5.11(b)(vii)(B). . (d) Notwithstanding anything to the contrary in this Section 5.11(b)(vii)(C5.11(b)(vii)(B)(1), each but subject to compliance with applicable securities laws and this Agreement, including clauses (2), (3) and (4) of Section 5.11(b)(vii)(B), (1) during the period beginning on the Series A Preferred Unitholder shall be permitted to pledge all or any portion of Issuance Date and ending on the date that is 60 days after the Series A Issuance Date (the “Non-Affiliate Transfer Period”), the Series A Lead Purchaser and its Affiliates may transfer Series A Preferred Units (including any to one or more non-Affiliates of the Series A Conversion Units into which Lead Purchaser and (2) during the period beginning on the Series A Issuance Date and ending on the one year anniversary of the Series A Issuance Date (the “Potential Additional Transfer Period”), any Initial Series A Purchaser may transfer Series A Preferred Units may convert) in connection with a Permitted Loan, and neither (A) the foreclosure to any current or future limited partner of any investment entity managed or controlled by such pledged Initial Series A Preferred Units Purchaser’s current general partner or a general partner or manager that is both (aa) an Affiliate of such Initial Series A Conversion UnitsPurchaser and (bb) an endowment, pension or insurance investment entity, in either case of clause (1) or (2), subject to the consent of the General Partner as to the case may beidentity of the transferee (which consent shall not be unreasonably withheld, nor conditioned or delayed); provided, however, that (B1) the any transfer made pursuant to this Section 5.11(b)(vii)(D) must consist of Series A Preferred Units or in an amount not less than $25 million based on the Series A Conversion UnitsIssue Price, as (2) the case may be, by a pledgee or counterparty who has foreclosed or exercised remedies or rights on any such pledged or transferred aggregate amount of Series A Preferred Units or and rights to purchase Series A Conversion Preferred Units shall be considered a violation or breach of transferred pursuant to this Section 5.11(b)(vii)(C)5.11(b)(vii)(D) and Section 8.10 of the Series A Purchase Agreement shall not be greater than $100 million based on the Series A Issue Price and (3) a maximum of two transfers may be made pursuant to this Section 5.11(b)(vii)(D) and Section 8.10 of the Series A Purchase Agreement.

Restrictions on Transfers of Series A Preferred Units. (A) Notwithstanding any other provision of this Section 5.11(b)(vii) (other than the restriction on transfers to a Person that is not a U.S. resident individual or an entity that is not treated as a U.S. corporation or partnership set forth in Section 5.11(b)(vii)(B)), subject to Section 4.74.8, each Series A Preferred Unitholder shall be permitted to transfer any Series A Preferred Units owned by such Series A Preferred Unitholder to any of its respective Affiliates or to any Series A Preferred Unitholder. (B) Without the prior written consent of the General Partner, except as specifically provided in the Series A Purchase Agreement or this Agreement, each Series A Preferred Unitholder shall not: (1) prior to April 10October 6, 20202018, offer, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any of its Series A Preferred Units; (2) prior to April 10October 6, 20212019, directly or indirectly engage in any short sales of Partnership Interests or other derivative or hedging transactions with Partnership Interests, respect to the Series A Preferred Units or Common Units that are designed to, or that might reasonably be expected to, result in the transfer to another Person, in whole or in part, of any of the economic consequences of ownership of any Series A Preferred Units; (3) transfer any Series A Preferred Units to any non-U.S. resident individual, non-U.S. corporation or partnership, or any other non-U.S. entity, including any foreign governmental entity, including by means of any swap or other transaction or arrangement that transfers or that is designed to, or that might reasonably be expected to, result in the transfer to another, in whole or in part, of any of the economic consequences of ownership of any Series A Preferred Units, regardless of whether any transaction described above is to be settled by delivery of Series A Preferred Units, Common Units or Class B Unitsother securities, in cash or otherwise (provided, however, that the foregoing clause (3) shall not apply if, prior to any such transfer or arrangement, such individual, corporation, partnership or other entity establishes, to the satisfaction of the Partnership, that it is entitled to a complete exemption from tax withholding, including under Code Sections 1441, 1442, 1445 and 1471 through 1474, and the Treasury Regulations regulations thereunder); or (4) effect any transfer of Series A Preferred Units or Series A Conversion Units in a manner that violates the terms of this Agreement; provided, however, that any Series A Preferred Unitholder may at any time on and after the Series A Issuance Date, pledge all or (5) effect any transfer portion of its Series A Preferred Units to any holders of obligations owed by such Series A Preferred Unitholder, including to the trustee for, or agent or representative of, such Series A Preferred Unitholder, and, in each case, as applicable, subject to clauses (3) and (4) above, any such pledge and any foreclosure, sale or other remedy exercised pursuant to the pledge thereon and/or subsequent transfer by any such pledgee on any such pledged Series A Preferred Units shall not be considered a Competitorviolation or breach of this Section 5.11(b)(vii)(B). Notwithstanding the foregoing, any transferee (which, for the avoidance of doubt, shall not include any pledgee of, or holder of a security interest in, Series A Preferred Units) receiving any Series A Preferred Units pursuant to this Section 5.11(b)(vii)(B) (including upon any foreclosure upon pledged Series A Preferred Units) shall be obligated to agree to the restrictions set forth in this Section 5.11(b)(vii)(B) as a condition to such transfer. For the avoidance of doubt, in no way shall this Section 5.11(b)(vii)(B) be deemed to restrict or prohibit changes in the composition of any Series A Preferred Unitholder or its partners or members so long as such changes in composition only relate to changes in direct or indirect ownership of the Capital Stock of such Series A Preferred Unitholder among such Series A Preferred Unitholder, its Affiliates and the members or limited partners of any private equity fund vehicles that indirectly own such Series A Preferred Unitholder. Notwithstanding anything to the contrary in this Section 5.11(b)(vii)(B), each Series A Preferred Unitholder shall be permitted to pledge all or any portion of its Series A Preferred Units (including any Series A Conversion Units into which the Series A Preferred Units may convert) in connection with a Permitted Loan, and neither (A) the foreclosure of any such pledged Series A Preferred Units or Series A Conversion Units, as the case may be, nor (B) the transfer of Series A Preferred Units or Series A Conversion Units, as the case may be, by a pledgee or counterparty who has foreclosed or exercised remedies or rights on any such pledged or transferred Series A Preferred Units or Series A Conversion Units shall be considered a violation or breach of this Section 5.11(b)(vii)(B). (C) Subject to Section 4.7 4.8 and compliance with any applicable securities laws or other provisions of this Agreement, at any time after April 10October 6, 20202018, the Series A Preferred Unitholders may freely transfer their Series A Preferred Units, provided that prior to April 10, 2021 each such transfer involves an aggregate number of Series A Preferred Units with an underlying value of Common Units equal to or greater than $50 million (taking into account and including any concurrent transfers by any Affiliates of such Series A Preferred Unitholder) based on the Closing Series A Issue Price on the Trading Day immediately preceding the date of transfer (or a lesser underlying value if such transfer (1) will result in the transfer of all of the Series A Preferred Units held by such holder and its Affiliates or (2) has been approved by the General Partner in its sole discretionPartner); provided, however, that this Section 5.11(b)(vii)(C) shall not eliminate, modify or reduce the obligations set forth in clauses (32), (43) or (54) of Section 5.11(b)(vii)(B). . (D) Notwithstanding anything to the contrary in this Section 5.11(b)(vii)(C5.11(b)(vii)(B)(1), each but subject to compliance with applicable securities laws and this Agreement, including clauses (2), (3) and (4) of Section 5.11(b)(vii)(B), (1) during the period beginning on the Series A Preferred Unitholder shall be permitted to pledge all or any portion of Issuance Date and ending on the date that is 60 days after the Series A Issuance Date (the “Non-Affiliate Transfer Period”), the Series A Lead Purchaser and its Affiliates may transfer Series A Preferred Units (including any to one or more non-Affiliates of the Series A Conversion Units into which Lead Purchaser and (2) during the period beginning on the Series A Issuance Date and ending on the one year anniversary of the Series A Issuance Date (the “Potential Additional Transfer Period”), any Initial Series A Purchaser may transfer Series A Preferred Units may convert) in connection with a Permitted Loan, and neither (A) the foreclosure to any current or future limited partner of any investment entity managed or controlled by such pledged Initial Series A Preferred Units Purchaser’s current general partner or a general partner or manager that is both (aa) an Affiliate of such Initial Series A Conversion UnitsPurchaser and (bb) an endowment, pension or insurance investment entity, in either case of clause (1) or (2), subject to the consent of the General Partner as to the case may beidentity of the transferee (which consent shall not be unreasonably withheld, nor conditioned or delayed); provided, however, that (B1) the any transfer made pursuant to this Section 5.11(b)(vii)(D) must consist of Series A Preferred Units or in an amount not less than $25 million based on the Series A Conversion UnitsIssue Price, as (2) the case may be, by a pledgee or counterparty who has foreclosed or exercised remedies or rights on any such pledged or transferred aggregate amount of Series A Preferred Units or and rights to purchase Series A Conversion Preferred Units shall be considered a violation or breach of transferred pursuant to this Section 5.11(b)(vii)(C)5.11(b)(vii)(D) and Section 8.10 of the Series A Purchase Agreement shall not be greater than $100 million based on the Series A Issue Price and (3) a maximum of two transfers may be made pursuant to this Section 5.11(b)(vii)(D) and Section 8.10 of the Series A Purchase Agreement.