Common use of Special Redemption Clause in Contracts

Special Redemption. At the sole option of the Partnership and provided that the holder of a Series 1 Preferred Unit has not given a Series 1 Preferred Unit Conversion Notice as set forth in Section 4.13(c)(i), the Partnership may redeem and cancel the Series 1 Preferred Units of such holder, in whole or in part, at a price equal to the Series 1 Preferred Unit Price plus any accrued, accumulated and unpaid distributions (such accrued, accumulated and unpaid distributions shall include a partial distribution for the calendar quarter in which such redemption occurs equal to the product of (y) any distribution that would be payable to the holder of such Series 1 Preferred Units if such Series 1 Preferred Units were Outstanding on the Record Date for determining who would receive any distribution for such calendar quarter (calculated as of the Series 1 Preferred Unit Redemption Date) and (z) (I) the number of days commencing on the first day of such calendar quarter and ending on the Series 1 Preferred Unit Redemption Date divided by (II) 90), including any Cumulative Series 1 Preferred Unit Arrearage and the Payment Deferral Pro Rata, in cash, upon any of the following events: (A) After the Series 1 Preferred Unit Issuance Date, the Partnership (1) incurs Indebtedness or any of its Subsidiaries incurs Indebtedness and (2) issues Units, or classes or series thereof, or options, rights, warrants or appreciation rights relating thereto or any other type of equity security or sells or otherwise monetizes its or its Subsidiaries assets (including any securities held by the Partnership or its Subsidiaries) (“Equity Issuances”) and uses the proceeds of such Indebtedness and Equity Issuances, after deducting any reasonable underwriting discounts or placement agent fees, commissions or the expenses allowed, paid or incurred by the Partnership or its Subsidiaries for any underwriting or placement agent or otherwise in connection with the issuance and sale thereof, in equal amounts, in whole or in part, to redeem and cancel such Series 1 Preferred Units; (B) A change occurs in the Code or Treasury Regulations resulting in a material, negative impact to the tax treatment to the Partnership of the Series 1 Preferred Units on the Series 1 Preferred Unit Issuance Date; or (C) A Rating Agency Event occurs.

Special Redemption. At If, at any time, a Partnership Event shall occur and be continuing, the sole option General Partner may dissolve Citizens Capital and, after satisfaction of creditors, either (i) upon receipt by the Company of a No Recognition Opinion with respect to the Convertible Debentures and delivery of such No Recognition Opinion to Citizens Capital, cause the Convertible Debentures held by the General Partner, having an aggregate stated principal amount equal to the aggregate stated liquidation preference of, with a distribution rate identical to the distribution rate of, and accrued and unpaid distributions equal to accrued and unpaid distributions on and having the same record date for payment as the Partnership Preferred Securities, to be distributed to the holders of the Partnership and provided that the holder of a Series 1 Preferred Unit has not given a Series 1 Preferred Unit Conversion Notice as set forth Securities, in Section 4.13(c)(i), the Partnership may redeem and cancel the Series 1 Preferred Units liquidation of such holderholders' interests in Citizens Capital or (ii) in the event the Company cannot receive a No Recognition Opinion, at the direction of the Company, as Debenture Issuer, and following the redemption, in whole or in part, at a price equal to the Series 1 Preferred Unit Price plus any accrued, accumulated and unpaid distributions (such accrued, accumulated and unpaid distributions shall include a partial distribution for the calendar quarter in which such redemption occurs equal to the product of (y) any distribution that would be payable to the holder of such Series 1 Preferred Units if such Series 1 Preferred Units were Outstanding on the Record Date for determining who would receive any distribution for such calendar quarter (calculated as of the Series 1 Preferred Unit Redemption Date) and (z) (I) Convertible Debentures in the number of days commencing on manner set forth in the first day of such calendar quarter and ending on the Series 1 Preferred Unit Redemption Date divided by (II) 90), including any Cumulative Series 1 Preferred Unit Arrearage and the Payment Deferral Pro Rata, in cash, upon any of the following events: (A) After the Series 1 Preferred Unit Issuance Date, the Partnership (1) incurs Indebtedness or any of its Subsidiaries incurs Indebtedness and (2) issues Units, or classes or series thereof, or options, rights, warrants or appreciation rights relating thereto or any other type of equity security or sells or otherwise monetizes its or its Subsidiaries assets (including any securities held by the Partnership or its Subsidiaries) (“Equity Issuances”) and uses the proceeds of such Indebtedness and Equity Issuances, after deducting any reasonable underwriting discounts or placement agent fees, commissions or the expenses allowed, paid or incurred by the Partnership or its Subsidiaries for any underwriting or placement agent or otherwise in connection with the issuance and sale thereof, in equal amountsIndenture redeem, in whole or in part, to redeem and cancel such Series 1 the Partnership Preferred Units; (B) A change occurs Securities in the Code manner set forth in this Agreement, provided that the General Partner is unable to avoid such Partnership Event by taking some ministerial action such as filing a form or Treasury Regulations resulting making an election or pursuing some other reasonable measure that, in a materialthe sole judgment of the General Partner, negative impact will have no adverse effect on Citizens Capital, the General Partner or the Holders, if any, of the Trust Securities and will involve no material cost ("Ministerial Action"). In the event that the General Partner undertakes the actions specified in item (i) of this paragraph, the Company, as Sponsor, may dissolve the Trust, if in existence, and thereby cause the Convertible Debentures to be distributed to the tax treatment Holders, if any, of the Trust Securities. In the event that (a) the Convertible Debentures are distributed in connection with a Partnership Event and (b) the Company, as Sponsor of the Trust, causes or has caused the Trust to be liquidated, the Company will use its best efforts to have the Convertible Debentures listed on the NYSE or, if the Trust Securities or the Partnership of Preferred Securities, as the Series 1 Preferred Units case may be, are not then listed on the Series 1 NYSE, such other exchange on which the Trust Securities or the Partnership Preferred Unit Issuance Date; or (C) A Rating Agency Event occursSecurities, as the case may be, may then be listed.