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 5.12(b)(vii), and subject to Section 4.7 of this Agreement, 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. For the avoidance of doubt, the restrictions set forth in this Section 5.12(b)(vii) are in addition to such other restrictions set forth in this Agreement. (B) Without the prior written consent of the General Partner, except as specifically provided in this Agreement, each Series A Preferred Unitholder shall not: (1) prior to the first anniversary of the Series A Issuance Date, 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 Series A Preferred Units; or (2) prior to the first anniversary of the Series A Issuance Date, directly or indirectly engage in any short sales or other derivative or hedging transactions with respect to any class or series of Partnership Interests; provided, however, that any Series A Preferred Unitholder may at any time on and after the Series A Issuance Date, pledge all or any 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, 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 violation or breach of this Section 5.12(b)(vii)(B). Notwithstanding the foregoing, any transferee (which, for the avoidance of doubt, shall not include any pledgee of Series A Preferred Units) receiving any Series A Preferred Units pursuant to this Section 5.12(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 5.12(b)(vii)(B) of this Agreement as a condition to such transfer. For the avoidance of doubt, in no way shall this Section 5.12(b)(vii)(B) of this Agreement or any other provision of this Agreement (i) prohibit changes in the composition of any Series A Preferred Unitholder or its direct or indirect owners, partners or members so long as such changes in composition only relate to changes in direct or indirect ownership of such Series A Preferred Unitholder, (ii) prohibit any direct or indirect owners, partners or members of the general partner of any Series A Preferred Unitholder from changing over time, (iii) prohibit limited partners or members of any ultimate fund that indirectly owns any Series A Preferred Unitholder from transferring interests to other Persons in the secondary market or (iv) prohibit any Series A Preferred Unitholder from exercising any rights set forth in Section 5.12(b)(ix). (C) Subject to Section 4.7 of this Agreement and compliance with any applicable securities laws or other provisions of this Agreement, at any time after the first anniversary of the Series A Issuance Date, the Series A Preferred Unitholders may freely transfer their Series A Preferred Units; provided, however, that this Section 5.12(b)(vii)(C) shall not eliminate, modify or reduce the obligations set forth in clause (2) of Section 5.12(b)(vii)(B).

Restrictions on Transfers of Series A Preferred Units. (Aa) Notwithstanding any other provision of this Section 5.12(b)(vii)Paragraph 10, and subject to Section 4.7 of this the Partnership Agreement, 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. For the avoidance of doubt, the restrictions set forth in this Section 5.12(b)(vii) Paragraph 10 are in addition to such other restrictions set forth in this Section 4.7 of the Partnership Agreement. (Bb) Without the prior written consent of the General Partner, except as specifically provided in this AgreementSupplemental Terms Annex, each Series A Preferred Unitholder shall not: (1) prior to the first anniversary of the Series A Issuance Date, 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 Series A Preferred Units; or (2) prior to the first anniversary of the Series A Issuance Date, directly or indirectly engage in any short sales or other derivative or hedging transactions with respect to any class or series of Partnership Interests; provided, however, that any Series A Preferred Unitholder may at any time on and after the Series A Issuance Date, pledge all or any 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 clause (3) 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 violation or breach of this Section 5.12(b)(vii)(BParagraph 10(b)) of this Supplemental Terms Annex; provided, further that any Series A Preferred Unitholder may (subject to complying with Paragraph 10(a) of this Supplemental Terms Annex) transfer any Partnership Interests to one or more of its Affiliates. Notwithstanding the foregoing, any transferee (which, for the avoidance of doubt, shall not include any pledgee of Series A Preferred Units) receiving any Series A Preferred Units pursuant to this Section 5.12(b)(vii)(BParagraph 10(b)) of this Supplemental Terms Annex (including upon any foreclosure upon pledged Series A Preferred Units) shall be obligated to agree to the restrictions set forth in this Section 5.12(b)(vii)(BParagraph 10(b)) of this Agreement Supplemental Terms Annex as a condition to such transfer. For the avoidance of doubt, in no way shall this Section 5.12(b)(vii)(BParagraph 10(b)) of this Agreement Supplemental Terms Annex or any other provision of this Supplemental Terms Annex or the Partnership Agreement (i) prohibit changes in the composition of any Series A Preferred Unitholder or its direct or indirect owners, partners or members so long as such changes in composition only relate to changes in direct or indirect ownership of such Series A Preferred Unitholder, (ii) prohibit any direct or indirect owners, partners or members of the general partner of any Series A Preferred Unitholder from changing over time, (iii) prohibit limited partners or members of any ultimate fund that indirectly owns any Series A Preferred Unitholder from transferring interests to other Persons in the secondary market or (iv) prohibit any Series A Preferred Unitholder from exercising any rights set forth in Section 5.12(b)(ix)Paragraph 13. (Cc) Subject to Section 4.7 of this the Partnership Agreement and compliance with any applicable securities laws or other provisions of this AgreementSupplemental Terms Annex, at any time after the first anniversary of the Series A Issuance Date, the Series A Preferred Unitholders may freely transfer their Series A Preferred Units; provided, however, that this Section 5.12(b)(vii)(CParagraph 10(c) of this Supplemental Terms Annex shall not eliminate, modify or reduce the obligations set forth in clause (2) of Section 5.12(b)(vii)(B)Paragraph 10(b) of this Supplemental Terms Annex.

Restrictions on Transfers of Series A Preferred Units. (A) Notwithstanding any other provision of this Section 5.12(b)(vii) (other than the restriction on transfers prior to any Conversion 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 5.12(b)(vii)(B), and subject to Section 4.7 of this Agreement, 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. For the avoidance of doubt, the restrictions set forth in this Section 5.12(b)(vii) are in addition to such other restrictions set forth in this Agreement. (B) Without the prior written consent of the General Partner, except as specifically provided in this Agreement, each Series A Preferred Unitholder shall not: (1) prior to the first anniversary of the Series A Issuance Date, 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 Series A Preferred Units; or (2) prior to the first anniversary of the Series A Issuance Date, directly or indirectly engage in any short sales or other derivative or hedging transactions with respect to any class or series of Partnership Interests; or (3) prior to any Conversion, effect any transfer of Series A Preferred 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 any 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 clause (3) 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 violation or breach of this Section 5.12(b)(vii)(B); provided, further that any Series A Preferred Unitholder may (subject to complying with Clause (3) above) transfer any Partnership Interests to one or more of its Affiliates. Notwithstanding the foregoing, any transferee (which, for the avoidance of doubt, shall not include any pledgee of Series A Preferred Units) receiving any Series A Preferred Units pursuant to this Section 5.12(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 5.12(b)(vii)(B) of this Agreement as a condition to such transfer. For the avoidance of doubt, in no way shall this Section 5.12(b)(vii)(B) of this Agreement or any other provision of this Agreement (i) prohibit changes in the composition of any Series A Preferred Unitholder or its direct or indirect owners, partners or members so long as such changes in composition only relate to changes in direct or indirect ownership of such Series A Preferred Unitholder, (ii) prohibit any direct or indirect owners, partners or members of the general partner of any Series A Preferred Unitholder from changing over time, (iii) prohibit limited partners or members of any ultimate fund that indirectly owns any Series A Preferred Unitholder from transferring interests to other Persons in the secondary market or (iv) prohibit any Series A Preferred Unitholder from exercising any rights set forth in Section 5.12(b)(ix). (C) Subject to Section 4.7 of this Agreement and compliance with any applicable securities laws or other provisions of this Agreement, at any time after the first anniversary of the Series A Issuance Date, the Series A Preferred Unitholders may freely transfer their Series A Preferred Units; provided, however, that this Section 5.12(b)(vii)(C) shall not eliminate, modify or reduce the obligations set forth in clause clauses (2) or (3) of Section 5.12(b)(vii)(B).

Restrictions on Transfers of Series A Preferred Units. (A) Notwithstanding any other provision of this Section 5.12(b)(vii‎Section 5.11(b)(vii), and subject to Section ‎Section 4.7 of this Agreementand ‎Section 5.11(b)(vii), 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. For the avoidance of doubt, the restrictions set forth in this Section 5.12(b)(vii‎Section 5.11(b)(vii) are in addition to such other restrictions set forth in this Agreement. (B) Without the prior written consent of the General Partner, except as specifically provided in this Agreement, each Series A Preferred Unitholder shall not: (1) prior to the first anniversary of the Series A Issuance Date, 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 Series A Preferred Units; or (2) prior to the first anniversary of the Series A Issuance Date, directly or indirectly engage in any short sales or other derivative or hedging transactions with respect to any class or series of Partnership Interests; provided, however, that any Series A Preferred Unitholder may at any time on and after the Series A Issuance Date, pledge all or any 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 (1) and (2) 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 violation or breach of this Section 5.12(b)(vii)(B‎Section 5.11(b)(vii)(B) provided, further that any Series A Preferred Unitholder may (subject to complying with ‎Section 5.11(b)(vii)(A)) transfer any Partnership Interests to one or more of its Affiliates. Notwithstanding the foregoing, any transferee (which, for the avoidance of doubt, shall not include any pledgee of Series A Preferred Units) receiving any Series A Preferred Units pursuant to this Section 5.12(b)(vii)(B‎Section 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 5.12(b)(vii)(B‎Section 5.11(b)(vii)(B) of this Agreement as a condition to such transfer. For the avoidance of doubt, in no way shall this Section 5.12(b)(vii)(B‎Section 5.11(b)(vii)(B) of this Agreement or any other provision of this Agreement (i) prohibit changes in the composition of any Series A Preferred Unitholder or its direct or indirect owners, partners or members so long as such changes in composition only relate to changes in direct or indirect ownership of such Series A Preferred Unitholder, (ii) prohibit any direct or indirect owners, partners or members of the general partner of any Series A Preferred Unitholder from changing over time, (iii) prohibit limited partners or members of any ultimate fund that indirectly owns any Series A Preferred Unitholder from transferring interests to other Persons in the secondary market or (iv) prohibit any Series A Preferred Unitholder from exercising any rights set forth in Section 5.12(b)(ix‎Section 5.11(b)(ix). (C) Subject to Section ‎Section 4.7 of this Agreement and compliance with any applicable securities laws or other provisions of this Agreement, at any time after the first anniversary of the Series A Issuance Date, the Series A Preferred Unitholders may freely transfer their Series A Preferred Units; provided, however, that this Section 5.12(b)(vii)(C‎Section 5.11(b)(vii)(C) shall not eliminate, modify or reduce the obligations set forth in clause (2) of Section 5.12(b)(vii)(B‎Section 5.11(b)(vii)(B).