Common use of Retroactive Compliance Clause in Contracts

Retroactive Compliance. Notwithstanding the notice requirements of Section 6.2, the Partnership may proceed with any Pre-Emptive Issuance prior to having complied with the provisions of Article VI; provided that: 6.7.1. the General Partner shall have determined that the Pre-Emptive Issuance will not adversely affect any Capital Partner so long as such Capital Partners are given retroactive opportunity to participate in accordance with Section 6.7.2; and 6.7.2. the Partnership shall, within 10 business days of the consummation of such Pre-Emptive Issuance (and in any event prior to making any distribution in respect of Securities purchased in connection therewith): (a) provide to each Capital Partner who would have been entitled to receive a Participation Notice in connection with such Pre-Emptive Issuance (i) notice of such Pre-Emptive Issuance and (ii) the Participation Notice described in Section 6.2 in which the actual price per share of Securities shall be set forth, and permit each such Capital Partner to exercise its participation rights under this Section 6.2 with respect thereto; and (b) (i) include in the subscription (or similar) agreement with the purchaser(s) of the Securities a provision permitting the Partnership to repurchase such securities in an amount necessary to satisfy the provisions of Section 6.3 in response to the Participation Notice furnished pursuant to clause (a) above or (ii) cause the issuance of additional Securities in an amount necessary to permit each requesting Capital Partner to purchase its Participation Portion of the total Pre-Emptive Issuance, including the portion sold pursuant to this Section 6.7, in response to the Participation Notice furnished pursuant to clause (a) above.

Retroactive Compliance. Notwithstanding the notice requirements of Section 6.28.1(b), the Partnership Company may proceed with any Pre-Emptive Preemptive Issuance prior to having complied with the provisions of Article VISection 8.1; provided provided, that: 6.7.1. (i) the General Partner Board of Directors shall have determined that the Pre-Emptive Preemptive Issuance will not adversely affect any Capital Partner Participation Stockholder so long as such Capital Partners Participation Stockholders are given retroactive opportunity to participate in accordance with Section 6.7.28.1(g)(ii); and 6.7.2. (ii) the Partnership Company shall, within 10 business days ten (10) Business Days of the consummation of such Pre-Emptive Preemptive Issuance (and in any event prior to making any distribution in respect of Securities purchased in connection therewith): (aA) provide to each Capital Partner Participation Stockholder who would have been entitled to receive a Participation Notice in connection with such Pre-Emptive Preemptive Issuance (i1) notice of such Pre-Emptive Preemptive Issuance and (ii2) the Participation Notice described in Section 6.2 8.1(b) in which the actual price per share of Securities shall be set forth, and permit each such Capital Partner Participation Stockholder to exercise its participation rights under this Section 6.2 8.1(b) with respect thereto; and (bB) (i1) include in the subscription (or similar) agreement with the purchaser(s) of the Securities a provision permitting the Partnership Company to repurchase such securities in an amount necessary to satisfy the provisions of Section 6.3 8.1(c) in response to the Participation Notice furnished pursuant to clause (aA) above or (ii2) cause the issuance of additional Securities in an amount necessary to permit each requesting Capital Partner Participation Stockholder to purchase its Participation Portion of the total Pre-Emptive Preemptive Issuance, including the portion sold pursuant to this Section 6.78.1(g), in response to the Participation Notice furnished pursuant to clause (a1) above.

Retroactive Compliance. Notwithstanding the notice requirements of Section 6.23.10(b), the Partnership Company may proceed with any Pre-Emptive Preemptive Issuance prior to having complied with the provisions of Article VISection 3.10; provided that: 6.7.1. (i) the General Partner Board shall have determined that the Pre-Emptive Preemptive Issuance will not adversely affect any Capital Partner Eligible Member so long as such Capital Partners Eligible Members are given retroactive opportunity to participate in accordance with Section 6.7.23.10(g)(ii); and 6.7.2. (ii) the Partnership Company shall, within 10 fifteen (15) business days of the consummation of such Pre-Emptive Preemptive Issuance (and in any event prior to making any distribution in respect of Equity Securities purchased issued in connection therewith): (aA) provide to each Capital Partner Eligible Member who would have been entitled to receive a Participation Notice in connection with such Pre-Emptive Preemptive Issuance (i1) notice of such Pre-Emptive Preemptive Issuance and (ii2) the Participation Notice described in Section 6.2 3.10(b) in which the actual price per share of Equity Securities shall be set forth, and permit each such Capital Partner Eligible Member to exercise his, her or its participation rights under this Section 6.2 3.10 with respect thereto; and (bB) (i1) include in the subscription (or similar) agreement with the purchaser(s) of the Equity Securities a provision permitting the Partnership Company to repurchase such securities in an amount necessary to satisfy the provisions of Section 6.3 3.10(c) in response to the Participation Notice furnished pursuant to clause (aA) above or (ii2) cause the issuance of additional Equity Securities in an amount necessary to permit each requesting Capital Partner Eligible Member to purchase his, her or its Participation Portion of the total Pre-Emptive Preemptive Issuance, including the portion sold issued pursuant to this Section 6.73.10(g), in response to the Participation Notice furnished pursuant to clause (aA) above.