COMPANY OPTION TO REPURCHASE BUNDLED SECURITIES Clause Samples

COMPANY OPTION TO REPURCHASE BUNDLED SECURITIES. Upon the earliest to ----------------------------------------------- occur of (i) the Public Market Date, (ii) the Call Repurchase Date, (iii) the Put Repurchase Date, (iv) the sale of all or substantially all of the assets of the Company for cash, (v) the sale of all of the Common Units of the Company for cash, or (vi) the merger of the Company with another Person pursuant to which the holders of Common Units receive solely cash consideration in exchange for such Common Units, the Company shall have the option to repurchase, at the price and in the manner set forth in Section 8(b) below, the Bundled Securities, ratably from the holders thereof (so long as such securities have not been sold to the public either (x) pursuant to a registration statement filed pursuant to the Securities Act or (y) pursuant to the exemption from registration provided by Rule 144 promulgated pursuant to the Securities Act), representing up to but not exceeding 15% of the Common Units of the Company on a fully-diluted basis (with the result that the Purchasers and/or their transferees will retain Bundled Securities representing at least 10% of the Common Units of the Company on a fully-di1uted basis); provided that all Notes shall have been previously -------- paid in full or will be repaid in full, together with all accrued interest and Prepayment Premium, if any, thereon in accordance with the terms of the Securities Purchase Agreements, concurrently with the applicable event described in clauses (i) through (vi) above and such repurchase; and provided further that -------- ------- the holders of the Notes and the Bundled Securities, considered as a whole, will receive an Internal Rate of Return of at least 25% after giving effect to all payments in respect of the Notes and the Bundled Securities (other than Tax Distributions, as defined in the Limited Liability Company Agreement) previously and concurrently received by them (including as a payment for this purpose the value of the remaining Bundled Securities to be retained at such time by such holders as a group (valued at the Unit Price)).