Common use of Rights As Unitholders; Unit Transfers Clause in Contracts

Rights As Unitholders; Unit Transfers. (a) All Partnership Common Units converted into the right to receive the Merger Consideration pursuant to Section 2.1(a) will cease to be outstanding and will automatically be canceled and will cease to exist when converted as a result of and pursuant to the Merger. At the Effective Time, each holder of a certificate representing Partnership Common Units (a “Certificate”) and each holder of non-certificated Partnership Common Units represented in book-entry form (“Book-Entry Units”) will cease to be a limited partner of the Partnership in their capacity as a holder of Partnership Common Units and cease to have any rights with respect thereto, except the right to receive (i) the Merger Consideration, (ii) any cash to be paid in lieu of any fractional Parent Common Units in accordance with Section 2.4(d) and (iii) any distributions in accordance with Section 2.4(c) and this Section 2.2(a); provided, however, that the rights of (x) any holder of the Partnership LTI Awards shall be as set forth in Section 2.6, and (y) Parent, the Partnership and their respective Subsidiaries will be as set forth in Section 2.1(d). In addition, holders as of the relevant record date of Partnership Common Units outstanding immediately prior to the Effective Time will have continued rights to any distribution, without interest, with respect to such Partnership Common Units with a record date occurring prior to the Effective Time that may have been declared or made by the Partnership with respect to such Partnership Common Units, in accordance with the terms of the Existing Partnership Agreement and this Agreement, and which remains unpaid as of the Effective Time (a “Regular Distribution”). Regular Distributions by the Partnership are not part of the Merger Consideration, and will be paid by Parent on the payment date set therefor to such holders as of the relevant record date of Partnership Common Units, whether or not they exchange their Partnership Common Units pursuant to Section 2.4. (b) At the Effective Time, there will be no further registration of transfers on the unit transfer books of the Partnership with respect to Partnership Common Units and, promptly following the Effective Time, the books and records of the Partnership will be revised to reflect that Parent will be admitted as a limited partner of the Partnership.

Rights As Unitholders; Unit Transfers. (a) All Partnership Common Units converted into the right to receive the Merger Consideration pursuant to Section 2.1(a3.1(c) will cease to be outstanding and will automatically be canceled and will cease to exist when converted as a result of and pursuant to the Merger. At the Effective Time, each holder of a certificate representing Partnership Common Units (a “Certificate”) and each holder of non-certificated Partnership Common Units represented in by book-entry form (“Book-Entry Units”) will cease to be a limited partner of the Partnership in their capacity as a holder of Partnership Common Units and cease to have any rights with respect thereto, except the right to receive (ia) the Merger Consideration, and the right to be admitted as an Additional Member of Parent in connection therewith, (iib) any cash to be paid in lieu of any fractional Parent New Common Units Unit in accordance with Section 2.4(d) 3.3(d), and (iiic) any distributions in accordance with Section 2.4(c) and this 3.3(c), in each case, to be issued or paid, without interest, in consideration therefor in accordance with Section 2.2(a)3.3; provided, however, that the rights of (xi) any holder of the Partnership LTI Awards shall be as set forth in Section 2.6, and (y) Parent, the Partnership and their respective Subsidiaries Restricted Units will be as set forth in Section 2.1(d3.5, and (ii) any holder of Excluded Units will be as set forth in Section 3.1(d). In addition, holders as of the relevant record date of Partnership Common Units outstanding immediately prior to the Effective Time will have continued rights to any distribution, without interest, with respect to such Partnership Common Units units with a record date occurring prior to the Effective Time that may have been declared or made by the Partnership with respect to such Partnership Common Units, Units in accordance with the terms of the Existing Partnership Agreement and this Agreement, Agreement and which remains unpaid as of the Effective Time (a “Regular Distribution”)Time. Regular Distributions Such distributions by the Partnership are not part of the Merger Consideration, and will be paid by Parent on the payment date set therefor to such holders as of the relevant record date of Partnership Common Units, Units regardless of whether or not they exchange their Partnership Common Units pursuant to Section 2.4. (b) 3.3. At the Effective Time, the unit transfer books of the Partnership will be closed immediately and there will be no further registration of transfers on the unit transfer books of the Partnership with respect to Partnership Common Units and, promptly following the Effective Time, the books and records of the Partnership will be revised to reflect that Parent will be admitted as a limited partner of the PartnershipUnits.

Rights As Unitholders; Unit Transfers. (a) All Partnership Common MLP Units converted into the right to receive the Merger Consideration pursuant to Section 2.1(a) will shall cease to be outstanding and will shall automatically be canceled and will cease to exist when converted as a result of and pursuant to the Merger. At the Effective Time, each holder of a certificate representing Partnership Common Units (a “Certificate”) and each holder of non-certificated Partnership Common Units represented in book-entry form (“Book-Entry Units”) will Certificate shall cease to be a limited partner unitholder of the Partnership in their capacity as a holder of Partnership Common Units MLP and shall cease to have any rights with respect theretoas a unitholder of MLP, except the right to receive (ia) the Applicable Merger Consideration, (ii) any cash Consideration and the right to be paid admitted as an Additional Limited Partner of Buyer in lieu of any fractional Parent Common Units in accordance with Section 2.4(d) connection therewith; and (iiib) any distributions in accordance with Section 2.4(c) and this 3.4(c), in each case, to be issued or paid, without interest, in consideration therefor in accordance with Section 2.2(a); provided, however, that the rights of (x) any holder of the Partnership LTI Awards shall be as set forth in Section 2.6, and (y) Parent, the Partnership and their respective Subsidiaries will be as set forth in Section 2.1(d)3.4. In addition, holders as to the extent applicable, the Holders of the relevant record date of Partnership Common MLP Units outstanding immediately prior to the Effective Time will shall have continued rights to any distribution, without interest, with respect to such Partnership Common MLP Units with a record date occurring prior to the Effective Time that may have been declared or made by the Partnership with respect to MLP on such Partnership Common Units, MLP Units in accordance with the terms of the Existing Partnership this Agreement and this Agreement, and which remains unpaid as of at the Effective Time (a “Regular Distribution”)Time. Regular Distributions Such distributions by the Partnership MLP are not part of the Applicable Merger Consideration, and will shall be paid by Parent on the payment date set therefor to such holders as Holders of the relevant record date of Partnership Common Units, MLP Units whether or not they exchange their Partnership Common Units Certificates pursuant to Section 2.4. (b) 3.4. At the Effective Timeclose of business on the Closing Date, the unit transfer books of MLP shall be closed and there will shall be no further registration of transfers on the unit transfer books of the Partnership MLP with respect to Partnership Common Units and, promptly following the Effective Time, the books and records of the Partnership will be revised to reflect that Parent will be admitted as a limited partner of the PartnershipMLP Units.

Rights As Unitholders; Unit Transfers. (a) All Partnership Common Units converted into the right to receive the Merger Consideration pursuant to Section 2.1(a3.1(c) will cease to be outstanding and will automatically be canceled and will cease to exist when converted as a result of and pursuant to the MergerMergers. At the Effective Time, subject to Section 3.1(f), each holder of a certificate representing Partnership Common Units Units, (a “Certificate”) and each holder of non-certificated Partnership Common Units (other than any Parent Affiliate Units), represented in by book-entry form (“Book-Entry Units”) ), will cease to be a limited partner unitholder of the Partnership in their capacity as a holder of Partnership Common Units and cease to have any rights with respect thereto, except the right to receive (ia) the Merger Consideration, and the right to be admitted as an additional limited partner in connection therewith, (iib) any cash to be paid in lieu of any fractional Parent Common Units Unit in accordance with Section 2.4(d) 3.3(d), and (iiic) any distributions in accordance with Section 2.4(c) and this 3.3(c), in each case, to be issued or paid, without interest, in consideration therefor in accordance with Section 2.2(a); provided, however, that the rights of (x) any holder of the Partnership LTI Awards shall be as set forth in Section 2.6, and (y) Parent, the Partnership and their respective Subsidiaries will be as set forth in Section 2.1(d)3.3. In addition, addition holders as of the relevant record date of Partnership Common Units outstanding immediately prior to the Effective Time will have continued rights to any distribution, without interest, with respect to such Partnership Common Units with a record date occurring prior to the Effective Time that may have been declared or made by the Partnership with respect to such Partnership Common Units, units in accordance with the terms of the Existing Partnership Agreement and this Agreement, Agreement and which remains unpaid as of the Effective Time (a “Regular Distribution”)Time. Regular Distributions Such distributions by the Partnership are not part of the Merger Consideration, and will be paid by Parent on the payment date set therefor to such holders as of the relevant record date of Partnership Common Units, Units whether or not they exchange their Partnership Common Units pursuant to Section 2.4. (b) 3.3. At the Effective Time, the unit transfer books of the Partnership will be closed immediately and there will be no further registration of transfers on the unit transfer books of the Partnership with respect to Partnership Common Units and, promptly following Units. (b) All member interests of the Partnership GP cancelled pursuant to Section 3.1(d) will cease to be outstanding and will cease to exist as a result of and pursuant to the Mergers. At the Effective Time, the books and records applicable Partnership Parent will cease to be the sole member of the Partnership GP and cease to have any rights with respect thereto. At the Effective Time, the member interest transfer books of the Partnership GP will be revised to reflect that Parent closed immediately and there will be admitted as a limited partner no further registration of transfers on the member interest transfer books of the PartnershipPartnership GP.

Rights As Unitholders; Unit Transfers. (a) All Partnership Xxxxxx Common Units converted into (other than those held by Xxxxxx or its Subsidiaries, which shall be cancelled as of the right to receive the Merger Consideration pursuant to Effective Time in accordance with Section 2.1(a) will cease to be outstanding and will automatically be canceled and will cease to exist 3.1(c)), when converted as a result of and pursuant to the Merger, shall cease to be outstanding and shall automatically be canceled and cease to exist. At the Effective Time, each holder of a certificate representing Partnership Xxxxxx Common Units (a “Certificate”) and each holder of non-certificated Partnership Xxxxxx Common Units represented in by book-entry form (“Book-Entry Units”) will shall cease to be a limited partner unitholder of the Partnership in their capacity as a holder of Partnership Common Units Xxxxxx and cease to have any rights with respect thereto, except the right (other than for Enterprise GTM after giving effect to the exchange of rights to Merger Consideration as set forth in Section 3.2) to receive (ia) the Merger Consideration, and the right to be admitted as an Additional Limited Partner in connection therewith, (iib) any cash to be paid in lieu of any fractional Parent New Common Units Unit in accordance with Section 2.4(d3.4(e) and (iiic) any distributions in accordance with Section 2.4(c) and this 3.4(c), in each case, to be issued or paid, without interest, in consideration therefor in accordance with Section 2.2(a); provided, however, that the rights of (x) any holder of the Partnership LTI Awards shall be as set forth in Section 2.6, and (y) Parent, the Partnership and their respective Subsidiaries will be as set forth in Section 2.1(d)3.4. In addition, to the extent applicable, holders as of the relevant record date of Partnership Xxxxxx Common Units outstanding immediately prior to the Effective Time will shall have continued rights to any distribution, without interest, with respect to such Partnership Xxxxxx Common Units with a record date occurring prior to the Effective Time that may have been declared or made by the Partnership Xxxxxx with respect to such Partnership Xxxxxx Common Units, Units in accordance with the terms of the Existing Partnership this Agreement and this Agreement, and which remains unpaid as of the Effective Time (a “Regular Distribution”)Time. Regular Distributions by the Partnership are not part of the Merger Consideration, and will be paid by Parent on the payment date set therefor to such holders as of the relevant record date of Partnership Common Units, whether or not they exchange their Partnership Common Units pursuant to Section 2.4. (b) At the Effective Time, the unit transfer books of Xxxxxx shall be closed immediately and there will shall be no further registration of transfers on the unit transfer books of the Partnership Xxxxxx with respect to Partnership Xxxxxx Common Units and, promptly following the Effective Time, the books and records of the Partnership will be revised to reflect that Parent will be admitted as a limited partner of the PartnershipUnits.