Common use of Right to Acquire Units Clause in Contracts

Right to Acquire Units. (a) Notwithstanding any provision of this Agreement, if at any time less than 15% of the aggregate number of Listed Shares then Outstanding (as defined in the LLC Agreement) plus the aggregate number of Common Units then Outstanding are held by Persons other than the General Partner, the Purchaser and their respective Affiliates, the General Partner shall have the right (which right it may assign and transfer to the Partnership or any Affiliate of the General Partner), exercisable in its sole discretion, to purchase all, but not less than all, of the Common Units then Outstanding held by Persons other than the General Partner and its Affiliates, at the Optional Purchase Price, but only if the Purchaser elects to purchase all, but not less than all, of the outstanding Listed Shares that are not held by the Purchaser and its Affiliates pursuant to Article 4 of the Purchase Provisions. As used in this Agreement, “Optional Purchase Price” means a price that is equal to the greatest of (i) the Current Market Price for the Common Units as of the date five days prior to the date that the Notice of Election to Purchase is delivered to the Transfer Agent for mailing to the Record Holders of Common Units, (ii) the highest price paid by the General Partner or any of its Affiliates for a Common Unit purchased during the 90 calendar day period ending on the day prior to the date that the Notice of Election to Purchase is delivered to the Transfer Agent for mailing to the Record Holders of Common Units, (iii) the Current Market Price for the Listed Shares as of the date five days prior to the date that the Notice of Election to Purchase is delivered to the Transfer Agent for mailing to the Record Holders of Common Units, and (iv) the highest price paid by the General Partner or any of its Affiliates for a Listed Share purchased during the 90 calendar day period ending on the day prior to the date that the Notice of Election to Purchase is delivered to the Transfer Agent for mailing to the Record Holders of Common Units. To the extent that the price paid for Listed Shares or Common Units in clauses (ii) or (iv) is paid in securities, the value of such securities shall be the Closing Price for such securities on the day the purchase of the Listed Shares or Common Units is effected. To the extent that the price paid for Listed Shares or Common Units in clauses (ii) or (iv) is paid other than in cash or securities, the value of such other consideration (and therefore the price paid for such Listed Shares or Common Units) shall be determined in good faith by the Board of Directors of the General Partner.

Right to Acquire Units. (a) Notwithstanding the provisions of Section 13.1(a) or any other provision of this Agreement, if at any time in the event less than 1510% of the aggregate number of Listed Shares then Outstanding (as defined in the LLC Agreement) plus the aggregate number of Common Units then Outstanding are held by Persons other than the General Partner, the Purchaser Partner and their respective its Affiliates, the General Partner shall then have the right (right, which right it may assign and transfer to the Partnership or any Affiliate of the General PartnerPartner (other than the Partnership), exercisable in its sole discretion, to purchase all, but not less than all, of the Common Units then Outstanding that remain outstanding and held by Persons other than the General Partner and its Affiliates, at the Optional Purchase Price, but only if . (b) In the Purchaser event the General Partner or any Affiliate of the General Partner elects to exercise such right to purchase allUnits pursuant to Section 17.1(a), the General Partner shall mail, or cause the Transfer Agent to mail, written notice of such election to purchase (hereinafter in this Section 17.1 called the "Notice of Election to Purchase") to the Record Holders of Units at least 10, but not less more than all60, of the outstanding Listed Shares that are not held by the Purchaser and its Affiliates pursuant to Article 4 of the Purchase Provisions. As used in this Agreement, “Optional Purchase Price” means a price that is equal to the greatest of (i) the Current Market Price for the Common Units as of the date five days prior to the date Purchase Date. The Notice of Election to Purchase shall specify the Purchase Date and the Purchase Price and state that the General Partner or its Affiliate, as the case may be, elects to purchase such Units, upon surrender thereof in exchange for payment, at such office or offices of an exchange agent (which may be the Transfer Agent unless the General Partner is the Transfer Agent) as the General Partner may specify, or as may be required by any National Securities Exchange on which the Units are listed or admitted to trading. Any such Notice of Election to Purchase mailed to a Record Holder of Units at his address as reflected in the records of the Transfer Agent, shall be conclusively presumed to have been given whether or not the owner receives such notice. On or prior to the Purchase Date, the General Partner or its Affiliate, as the case may be, shall deposit with the exchange agent cash in an amount equal to the Purchase Funds. If the Notice of Election to Purchase is delivered shall have been duly given as aforesaid at least ten days prior to the Purchase Date, and if on or prior to the Purchase Date the Purchase Funds shall have been deposited with the exchange agent in trust for the benefit of the holders of Units subject to purchase as provided herein, then from and after the Purchase Date, notwithstanding that any Units or any Certificate for Units shall not have been surrendered for purchase, all rights of the holders of such Units (including, without limitation, any rights pursuant to Articles IV, V and XIV) shall thereupon cease, except the right to receive the Purchase Price therefor, without interest, upon surrender to the exchange agent of the Certificates representing Units, and such Units shall thereupon be deemed to be transferred to the General Partner or its Affiliate, as the case may be, on the record books of the Transfer Agent for mailing to and the Record Holders of Common Units, (ii) the highest price paid by Partnership. and the General Partner or any of its Affiliates for a Common Unit purchased during the 90 calendar day period ending on the day prior to the date that the Notice of Election to Purchase is delivered to the Transfer Agent for mailing to the Record Holders of Common Units, (iii) the Current Market Price for the Listed Shares as of the date five days prior to the date that the Notice of Election to Purchase is delivered to the Transfer Agent for mailing to the Record Holders of Common Units, and (iv) the highest price paid by the General Partner or any of its Affiliates for a Listed Share purchased during the 90 calendar day period ending on the day prior to the date that the Notice of Election to Purchase is delivered to the Transfer Agent for mailing to the Record Holders of Common Units. To the extent that the price paid for Listed Shares or Common Units in clauses (ii) or (iv) is paid in securities, the value of such securities shall be the Closing Price for such securities on the day the purchase of the Listed Shares or Common Units is effected. To the extent that the price paid for Listed Shares or Common Units in clauses (ii) or (iv) is paid other than in cash or securities, the value of such other consideration (and therefore the price paid for such Listed Shares or Common Units) shall be determined in good faith by the Board of Directors Affiliate of the General Partner, as the case may be, shall be deemed to be the owner of all such Units (including, without limitation, all rights as owner of such Units pursuant to Articles IV, V and XIV). (c) At any time from and after the Purchase Date, a holder of an Outstanding Unit subject to purchase as provided in this Section 17.1 may surrender his Certificate evidencing such Unit to the exchange agent in exchange for payment of the Purchase Price therefor, without interest thereon.

Right to Acquire Units. (a) Notwithstanding any provision of this Agreement, if at any time less than 15% of the aggregate number of Listed Shares then Outstanding (as defined in the LLC Agreement) plus the aggregate number of Common Units then Outstanding are held by Persons other than the General Partner, the Purchaser and their respective Affiliates, the General Partner shall have the right (which right it may assign and transfer to the Partnership or any Affiliate of the General Partner), exercisable in its sole discretion, to purchase all, but not less than all, of the Common Units then Outstanding held by Persons other than the General Partner and its Affiliates, at the Optional Purchase Price, but only if the Purchaser elects to purchase all, but not less than all, of the outstanding Listed Shares that are not held by the Purchaser and its Affiliates pursuant to Article 4 of the Purchase Provisions. As used in this Agreement, “Optional Purchase Price” "OPTIONAL PURCHASE PRICE" means a price that is equal to the greatest of (i) the Current Market Price for the Common Units as of the date five days prior to the date that the Notice of Election to Purchase is delivered to the Transfer Agent for mailing to the Record Holders of Common Units, (ii) the highest price paid by the General Partner or any of its Affiliates for a Common Unit purchased during the 90 calendar day period ending on the day prior to the date that the Notice of Election to Purchase is delivered to the Transfer Agent for mailing to the Record Holders of Common Units, (iii) the Current Market Price for the Listed Shares as of the date five days prior to the date that the Notice of Election to Purchase is delivered to the Transfer Agent for mailing to the Record Holders of Common Units, and (iv) the highest price paid by the General Partner or any of its Affiliates for a Listed Share purchased during the 90 calendar day period ending on the day prior to the date that the Notice of Election to Purchase is delivered to the Transfer Agent for mailing to the Record Holders of Common Units. To the extent that the price paid for Listed Shares or Common Units in clauses (ii) or (iv) is paid in securities, the value of such securities shall be the Closing Price for such securities on the day the purchase of the Listed Shares or Common Units is effected. To the extent that the price paid for Listed Shares or Common Units in clauses (ii) or (iv) is paid other than in cash or securities, the value of such other consideration (and therefore the price paid for such Listed Shares or Common Units) shall be determined in good faith by the Board of Directors of the General Partner.. 84

Right to Acquire Units. (a) Notwithstanding any provision of this Agreement, if at any time less than 15% of the aggregate number of Listed Shares then Outstanding (as defined in the LLC Agreement) plus the aggregate number of Common Units then Outstanding are held by Persons other than the General Partner, the Purchaser and their respective Affiliates, the General Partner shall have the right (which right it may assign and transfer to the Partnership or any Affiliate of the General Partner), exercisable in its sole discretion, to purchase all, but not less than all, of the Common Units and Class C Units then Outstanding held by Persons other than the General Partner and its Affiliates, at the Optional Purchase Price, but only if the Purchaser elects to purchase all, but not less than all, of the outstanding Listed Shares that are not held by the Purchaser and its Affiliates pursuant to Article 4 of the Purchase Provisions. As used in this Agreement, “Optional Purchase Price” means a price that is equal to the greatest of (i) the Current Market Price for the Common Units as of the date five days prior to the date that the Notice of Election to Purchase is delivered to the Transfer Agent for mailing to the Record Holders of Common Units, (ii) the highest price paid by the General Partner or any of its Affiliates for a Common Unit purchased during the 90 calendar day period ending on the day prior to the date that the Notice of Election to Purchase is delivered to the Transfer Agent for mailing to the Record Holders of Common Units, (iii) the Current Market Price for the Listed Shares as of the date five days prior to the date that the Notice of Election to Purchase is delivered to the Transfer Agent for mailing to the Record Holders of Common Units, and (iv) the highest price paid by the General Partner or any of its Affiliates for a Listed Share purchased during the 90 calendar day period ending on the day prior to the date that the Notice of Election to Purchase is delivered to the Transfer Agent for mailing to the Record Holders of Common Units. To the extent that the price paid for Listed Shares or Common Units in clauses (ii) or (iv) is paid in securities, the value of such securities shall be the Closing Price for such securities on the day the purchase of the Listed Shares or Common Units is effected. To the extent that the price paid for Listed Shares or Common Units in clauses (ii) or (iv) is paid other than in cash or securities, the value of such other consideration (and therefore the price paid for such Listed Shares or Common Units) shall be determined in good faith by the Board of Directors of the General Partner.

Right to Acquire Units. (a) Notwithstanding any other provision of this Agreement, if at any time in the event less than 15% ten percent (10%) of the aggregate number of Listed Shares then Outstanding (as defined in the LLC Agreement) plus the aggregate number of Common Units then Outstanding are held by Persons other than the General Partner, the Purchaser and their respective Partner or its Affiliates, the General Partner shall have the right (right, which right it may assign and transfer to the Partnership or any Affiliate Affiliates of the General Partner), exercisable in its sole discretion, to purchase all, all but not less than all, all of the Common Units then Outstanding that remain outstanding and held by Persons other than the General Partner and its Affiliates, at the Optional Purchase Price. (b) In the event the General Partner, but only if any Affiliate of the Purchaser General Partner or the Partnership elects to exercise such right to purchase allUnits pursuant to subsection (a) above, but the General Partner shall mail written notice of such election to purchase (hereinafter in this Article XVIII called the "Notice of Election to Purchase") to the Record Holders of Units not more than ten (10), nor less than all, of the outstanding Listed Shares that are not held by the Purchaser and its Affiliates pursuant to Article 4 of the Purchase Provisions. As used in this Agreement, “Optional Purchase Price” means a price that is equal to the greatest of sixty (i60) the Current Market Price for the Common Units as of the date five days prior to the Purchase Date. Such Notice of Election to Purchase shall also be published at least once during such period in the national edition of the Wall Street Journal. The Notice of Election to Purchase shall specify the date of purchase and the Purchase Price and state that the General Partner, its Affiliate or the Partnership, as the case may be, elects to purchase Units, upon surrender thereof in exchange for payment, at such office or offices of the Transfer Agent as the Transfer Agent may specify, or as may be required by any National Securities Exchange on which the Units are listed or admitted to trading. Any such Notice of Election to Purchase mailed to a Record Holder of Units at his address as reflected in the records of the Transfer Agent shall be conclusively presumed to have been given whether or not the owner receives such notice. On or prior to the date of purchase, the General Partner, its Affiliate or the Partnership, as the case may be, shall deposit with the Transfer Agent cash in an amount equal to the aggregate Purchase Price of all Units to be purchased. If the Notice of Election to Purchase is delivered shall have been duly given as aforesaid at least ten (10) days prior to the date of purchase, and if on or prior to the date of purchase the aggregate Purchase Price shall have been deposited with the Transfer Agent in trust for the benefit of the holders of Units subject to purchase as provided herein, then from and after the date of purchase and notwithstanding that any Certificates shall not have been surrendered for purchase, all rights of the holders of such Units (including, without limitation, any rights pursuant to Articles V, VI and XVI) shall thereupon cease, except the right to receive the Purchase Price therefor, without interest, upon surrender to the Transfer Agent for mailing of Certificates, and such Units shall thereupon be deemed to be transferred to the Record Holders General Partner, its Affiliate or the Partnership, as the case may be, on the record books of Common Unitsthe Transfer Agent and the Partnership, (ii) the highest price paid by and the General Partner or any Affiliate of its Affiliates for a Common Unit purchased during the 90 calendar day period ending on General Partner or the day prior Partnership, as the case may be, shall be deemed to be the owner of all such Units from and after the date that of purchase and shall have all rights as the Notice owner of Election such Units (including, without limitation, all rights as owner of such Units pursuant to Purchase is delivered Articles V, VI and XV). (c) At any time from and after the date of purchase, a holder of an Outstanding Unit subject to purchase as provided in this Article XVIII may surrender his Certificate evidencing such Unit to the Transfer Agent in exchange for mailing to the Record Holders of Common Units, (iii) the Current Market Price for the Listed Shares as payment of the date five days prior to the date that the Notice of Election to Purchase is delivered to the Transfer Agent for mailing to the Record Holders of Common UnitsPrice therefor, and (iv) the highest price paid by the General Partner or any of its Affiliates for a Listed Share purchased during the 90 calendar day period ending on the day prior to the date that the Notice of Election to Purchase is delivered to the Transfer Agent for mailing to the Record Holders of Common Units. To the extent that the price paid for Listed Shares or Common Units in clauses (ii) or (iv) is paid in securities, the value of such securities shall be the Closing Price for such securities on the day the purchase of the Listed Shares or Common Units is effected. To the extent that the price paid for Listed Shares or Common Units in clauses (ii) or (iv) is paid other than in cash or securities, the value of such other consideration (and therefore the price paid for such Listed Shares or Common Units) shall be determined in good faith by the Board of Directors of the General Partnerwithout interest thereon.

Right to Acquire Units. (a) Notwithstanding any provision of this Agreement, if at any time less than 15% of the aggregate number of Listed Shares then Outstanding (as defined in the LLC Agreement) outstanding plus the aggregate number of Common Units then Outstanding are held by Persons other than the General Partner, the Purchaser Partner and their respective its Affiliates, the General Partner shall then have the right (which right it may assign and transfer to the Partnership or any Affiliate of the General Partner), ) exercisable in its sole discretion, to purchase all, but not less than all, of the Common Units then Outstanding held by Persons other than the General Partner and its Affiliates, at the Optional Purchase Price, but only if the Purchaser Enbridge Inc. elects to purchase all, but not less than all, of the outstanding Listed Shares that are not held by the Purchaser Enbridge Inc. and its Affiliates pursuant to Article Section 4 of the Purchase Provisions. As used in this Agreement, “Optional Purchase Price” "OPTIONAL PURCHASE PRICE" means a price that is equal to the greatest of (iA) the Current Market Price for the Common Units as of the date five days prior to the date that the Notice of Election to Purchase notice described in Section 17.1(b) is delivered to the Transfer Agent for mailing to the Record Holders of Common Unitsmailed, (iiB) the highest price paid by the General Partner or any of its Affiliates for a Common Unit purchased during the 90 calendar day period ending on the day prior to preceding the date that the Notice of Election to Purchase notice described in Section 17.1(b) is delivered to the Transfer Agent for mailing to the Record Holders of Common Unitsmailed, (iiiC) the Current Market Price for the Listed Shares as of the date five days prior to the date that the Notice of Election to Purchase notice described in Section 17.1(b) is delivered to the Transfer Agent for mailing to the Record Holders of Common Unitsmailed, and (ivD) the highest price paid by the General Partner or any of its Affiliates for a Listed Share purchased during the 90 calendar day period ending on the day prior to preceding the date that the Notice of Election to Purchase notice described in Section 17.1(b) is delivered to the Transfer Agent for mailing to the Record Holders of Common Unitsmailed. To the extent that the price paid for Listed Shares or Common Units in clauses (iiB) or (ivD) is paid in securities, the value of such securities shall be the Closing Price for such securities on the day the purchase of the Listed Shares or Common Units is effected. To the extent that the price paid for Listed Shares or Common Units in clauses (iiB) or (ivD) is paid other than in cash or securities, the value of such other consideration (and therefore the price paid for such Listed Shares or Common Units) shall be determined in good faith by the Board of Directors of the General Partner.than