Common use of Block Trade Clause in Contracts

Block Trade. Notwithstanding anything in Section 2.1(c), (A) with respect to the Securities received by the San ▇▇▇▇ ▇▇▇▇▇▇▇, any Holder shall be permitted to request that the Partnership facilitate a Block Trade, subject to the provisions of this Section 2.1(d) up to two times in any single calendar year and (B) with respect to the Securities received by the Sabinal Sellers, any Holder shall be permitted to request that the Partnership facilitate a Block Trade, subject to the provisions of this Section 2.1(d) up to two times in any single calendar year. All requests that the Partnership facilitate a Block Trade by a Holder (a “Holder Block Trade”) shall be made by giving written notice to the Partnership (a “Block Trade Notice”). Each Block Trade Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Holder Block Trade and the proposed date of such proposed Holder Block Trade, provided, however, that such date must be at least three Business Days after receipt of the Block Trade Notice. Notwithstanding the foregoing, the Partnership will not be required to take any action pursuant to this Section 2.1(d) (x) if a Block Trade is not expected to yield aggregate gross proceeds of at least $30,000,000 or (y) unless such Block Trade consists of all remaining Registrable Securities held by such Holder. The Partnership shall use its commercially reasonable efforts to facilitate each such Block Trade, including, the delivery of customary comfort letters and customary legal opinions, subject to receipt by the Partnership, its auditors and legal counsel of customary representations and other customary documentation as may be reasonably necessary to permit the delivery of such comfort letters and legal opinions. For the avoidance of doubt, in the case of a Block Trade structured as an Underwritten Offering and which reasonably includes customary associated disclosure, legal opinions, comfort letters and other documents and procedures reasonably required in order to facilitate such offering such participation shall be counted as a demand of that Selling Holder for an Underwritten Offering pursuant to Section 2.1(c).

Block Trade. Notwithstanding anything (i) At any time and from time to time when an effective Registration Statement is on file with the Commission, if the Demand Holder wishes to engage in Section 2.1(c)a Block Trade (i) with a total offering price reasonably expected to exceed $20] million in the aggregate or (ii) consisting of at least 75% of the outstanding Common Units held by all Holders, (A) then upon the Demand Holder providing a Demand Notice with respect to the Securities received by the San ▇▇▇▇ ▇▇▇▇▇▇▇, any Holder shall be permitted to request that the Partnership facilitate a Block Trade, subject to the provisions of this Section 2.1(d) up to two times in any single calendar year and (B) with respect to the Securities received by the Sabinal Sellers, any Holder shall be permitted to request that the Partnership facilitate a Block Trade, subject to the provisions of this Section 2.1(d) up to two times in any single calendar year. All requests that the Partnership facilitate a Block Trade by a Holder (a “Holder Block Trade”) shall be made by giving written notice to the Partnership at least two (a “Block Trade Notice”). Each Block Trade Notice shall specify the approximate number of Registrable Securities proposed 2) business days prior to be sold in the Holder Block Trade and the proposed date of such proposed Holder Block Trade, provided, however, that such date must be at least three Business Days after receipt of the Block Trade Notice. Notwithstanding the foregoingtrade, the Partnership will not be required to take any action pursuant to this Section 2.1(d) (x) if a Block Trade is not expected to yield aggregate gross proceeds of at least $30,000,000 or (y) unless such Block Trade consists of all remaining Registrable Securities held by such Holder. The Partnership shall use its commercially reasonable efforts to facilitate each such Block Trade, including, the delivery of customary comfort letters and customary legal opinions, subject to receipt by the Partnership, its auditors and legal counsel of customary representations and other customary documentation as may be reasonably necessary to permit the delivery of ; provided that such comfort letters and legal opinions. For the avoidance of doubt, Holder(s) participating in the case of a Block Trade structured as an Underwritten Offering shall use commercially reasonable efforts to work with the Partnership and which reasonably includes customary associated disclosureany underwriters, legal opinionsbrokers, comfort letters and other documents and procedures reasonably required sales agents or placement agents prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade. (ii) Such Holder(s) may withdraw from such offering Block Trade by delivering written notice to the Partnership and the managing underwriter (if any) and any brokers, sales agents or placement agents (if any); provided such participation notice is delivered prior to the filing of the applicable “red ▇▇▇▇▇▇▇” prospectus or prospectus supplement used in connection with such Block Trade. Notwithstanding anything to the contrary in this Agreement, the Partnership shall be responsible for the Registration Expenses incurred in connection with a Block Trade prior to its withdrawal under this Section 2(c)(ii). (iii) Notwithstanding anything to the contrary in this Agreement, Section 2(b)(iv) and Section 2(d) shall not apply to a Block Trade initiated by the Demand Holder pursuant to this Agreement. (iv) Any Block Trade effected pursuant to this Section 2(c) shall be counted as a demand of that Selling Holder for an Underwritten Offering pursuant to Section 2.1(c2(b); provided that one Block Trade, at the election of the Demand Holder, may be requested that shall not count as a demand for an Underwritten Offering pursuant to Section 2(b).

Block Trade. Notwithstanding anything (i) If SPAC Sponsor elects in the SPAC Sponsor Exercise Notice to facilitate a Block Trade or if SPAC Sponsor shall facilitate a Block Trade pursuant to Section 2.1(c3(c)(iv)(1), the relevant Eligible PIPE Investor acknowledges and agrees that SPAC Sponsor shall have up to 150 (Aone hundred fifty) days following such SPAC Sponsor Exercise Notice or, in the case of Section 3(c)(iv)(1), the relevant Acquisition Option Deadline, to facilitate the execution of transaction agreements relating to one or more Block Trades, including the sale / purchase agreement for such Block Trade(s) between the relevant Eligible PIPE Investor and the Block Trade Purchaser. (ii) In connection with respect a Block Trade, New PubCo shall, to the Securities received extent requested in writing by the San ▇▇▇▇ ▇▇▇▇▇▇▇SPAC Sponsor, as promptly as possible, undertake commercially reasonable efforts to, among other things: (1) provide such support and take such actions as may be necessary or reasonably useful to SPAC Sponsor or any Holder shall be permitted designee to request that the Partnership facilitate a Block Trade, subject including filings of relevant documentation with the SEC or other authorities and participations in marketing efforts (including any investor meetings, among other actions); provided that New PubCo shall not be required to the provisions of this Section 2.1(d) up to two times in any single calendar year participate in, and (B) with respect to the Securities received by the Sabinal Sellersif initiated shall immediately cease, any Holder shall be permitted marketing efforts in case the Block Trade Purchaser in a contemplated Block Trade is a Non-Permitted Holder; and (2) furnish to request that the Partnership facilitate SPAC Sponsor or any designee, for use in connection with a Block Trade, subject such information with respect to the provisions of this Section 2.1(dNew PubCo reasonably required by applicable law or otherwise as SPAC Sponsor or any designee may reasonably request. (iii) up to two times in any single calendar year. All requests that the Partnership facilitate In connection with a Block Trade by Trade, as promptly as practicable following the SPAC Sponsor Exercise Notice or, in the case of Section 3(c)(iv)(1), the relevant Acquisition Option Deadline, SPAC Sponsor shall engage a Holder (financial advisor and a “Holder Block Trade”) shall be made by giving written notice to legal advisor for itself for the Partnership (a “duration of the process of such Block Trade Notice”). Each Block Trade Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Holder assist with such Block Trade and shall notify, in writing, the proposed date relevant Eligible PIPE Investor of such proposed Holder engagement and the expected timetable for a Block Trade, provided, however, that such date must be at least three Business Days after receipt of the Block Trade Notice. Notwithstanding the foregoing, the Partnership will not be required to take any action pursuant to this Section 2.1(d) (x) if a Block Trade is not expected to yield aggregate gross proceeds of at least $30,000,000 or (y) unless such Block Trade consists of all remaining Registrable Securities held by such Holder. The Partnership shall use its commercially reasonable efforts to facilitate each such Block Trade, including, the delivery of customary comfort letters and customary legal opinions, subject to receipt by the Partnership, its auditors and legal counsel of customary representations and other customary documentation as may be reasonably necessary to permit the delivery of such comfort letters and legal opinions. For the avoidance of doubt, (i) in case a Block Trade results in such Eligible PIPE Investor’s Investor Investment Return, considering the relevant Block Trade Price and any Block Trade Fees and Expenses, being equal to or greater than the CPI Return of such Eligible PIPE Investor, then the relevant Eligible PIPE Investor shall be responsible and pay for such Block Trade Fees and Expenses, or (ii) in case a Block Trade results in such Eligible PIPE Investor’s Investor Investment Return, considering the relevant Block Trade Price and any Block Trade Fees and Expenses, being lower than the CPI Return of such Eligible PIPE Investor, then (x) SPAC Sponsor shall transfer such number of additional Pro Rata Downside Protection Shares of such Eligible PIPE Investor to such Eligible PIPE Investor in connection with the closing of such Block Trade, with such shares being valued at the relevant Block Trade Price, in order for such Eligible PIPE Investor’s Investor Investment Return, considering the relevant Block Trade Price, any Block Trade Fees and Expenses and such additional shares, to be equal to or as close as possible to the CPI Return of such Eligible PIPE Investor, and (y) the relevant Eligible PIPE Investor shall be responsible and pay for such Block Trade Fees and Expenses. (iv) If such Eligible PIPE Investor and such Block Trade Purchaser agree to the terms of a Block Trade, including the Block Trade structured as an Underwritten Offering and which reasonably includes customary associated disclosurePrice, legal opinions, comfort letters by executing the sale / purchase agreement and other documents Block Trade transaction agreements by the Block Trade Deadline, SPAC Sponsor shall: (1) promptly following the determination of such Block Trade Price and procedures reasonably required by no later than the execution of the sale / purchase agreement and other Block Trade transaction agreements, (x) calculate such Eligible PIPE Investor’s Investor Investment Return, considering such Block Trade Price; (y) calculate the CPI Return of such Eligible PIPE Investor; and (z) perform a comparison of the Investor Investment Return against such CPI Return in order to facilitate determine the number of Required Downside Protection Shares of such offering Eligible PIPE Investor, if any, in accordance with the definitions and formulas set forth in this Agreement, including in Annex B hereto; (2) promptly following such participation determination under sub clause (1), deliver written notice to such Eligible PIPE Investor setting forth (x) the number of Required Downside Protection Shares of such Eligible PIPE Investor, (y) the number of Effective Downside Protection Shares of such Eligible PIPE Investor; and (z) all relevant records, work papers and calculations used in connection with such determination under sub clause (1); and (3) transfer the Effective Downside Protection Shares, if any, to such Eligible PIPE Investor in connection with the closing of such Block Trade, which Effective Downside Protection Shares, if any, will be transferred by such Eligible PIPE Investor to such Block Trade Purchaser as part of the Block Trade Securities in connection with the closing of such Block Trade. (v) Subject to Section 3(e)(vi), (x) if one or more Block Trades are proposed to such Eligible PIPE Investor prior to the Block Trade Deadline and such Eligible PIPE Investor rejects the terms of such proposed Block Trade(s) or (y) the parties to such Block Trade(s) otherwise fail to execute the sale / purchase agreement(s) and other Block Trade transaction agreements by the Block Trade Deadline or (z) Block Trades are otherwise neither available nor consummated, then (1) no Block Trade shall occur; (2) if the Block Trade is not consummated exclusively due to fault of, or rejection by, the Eligible PIPE Investor, such Eligible PIPE Investor shall reimburse SPAC Sponsor for any costs and expenses related to such Block Trade(s), if any; and (3) SPAC Sponsor shall transfer, within no later than 15 (fifteen) days following the Block Trade Deadline, all of such Eligible PIPE Investor’s Pro Rata Downside Protection Shares to such Eligible PIPE Investor. (vi) Notwithstanding anything to the contrary herein, including Section 3(e)(v), the relevant Eligible PIPE Investor shall not be permitted to reject the Block Trade Price of a proposed Block Trade, in case such Eligible PIPE Investor’s return in connection with the proposed Block Trade, considering (1) the Investor Investment Return considering the Block Trade Price and (2) the transfer of the Effective Downside Protection Shares to such Eligible PIPE Investor in connection with the closing of the proposed Block Trade, is equal to or greater than the CPI Return. In case such Eligible PIPE Investor nevertheless rejects such Block Trade and fails to execute the sale / purchase agreement and other Block Trade transaction agreements by the Block Trade Deadline, in each case based solely on the proposed Block Trade Price, then (1) no Block Trade shall occur and (2) such Eligible PIPE Investor shall irrevocably forfeit, and shall not be entitled to, any Downside Protection pursuant to this Agreement. (vii) Notwithstanding anything to the contrary in this Agreement, Section 2.3.4 of the Investors Rights Agreement shall not apply to a Block Trade pursuant to this Agreement. (viii) For the avoidance of doubt, notwithstanding anything to the contrary in this Agreement or elsewhere, neither the PIPE Investor (in connection with a Block Trade) nor the SPAC Sponsor (in connection with the transfer of any Downside Protection Shares) shall be counted as a demand allowed to transfer or assign any of that Selling Holder for an Underwritten Offering pursuant to Section 2.1(c)the rights of (x) the transferring PIPE Investor under the relevant Subscription Agreement, the Investor Rights Agreement or the Articles, if any, or (y) the SPAC Sponsor under the Investor Rights Agreement or the Articles.