Common use of Distributions with Respect to Unexchanged Partnership Units Clause in Contracts

Distributions with Respect to Unexchanged Partnership Units. No distributions declared or made with respect to Parent Units with a record date after the Effective Time will be paid to the holder of any Partnership Units represented by Certificates with respect to New Common Units that such holder would be entitled to receive in accordance herewith and no cash payment in lieu of fractional New Common Units will be paid to any such holder until such holder has delivered the required documentation and surrendered any such Certificates as contemplated by this Section 3.3. Subject to applicable Law, following compliance with the requirements of Section 3.3(b) (or immediately in the case of the Book-Entry Units), there will be paid to such holder of New Common Units issuable in exchange therefor, without interest, (i) promptly after the time of such compliance (or immediately in the case of the Book-Entry Units), the amount of any cash payable in lieu of fractional New Common Units to which such holder is entitled pursuant to Section 3.3(d) (which shall be paid by the Exchange Agent as provided therein) and the amount of distributions with a record date after the Effective Time theretofore paid with respect to New Common Units and payable with respect to such New Common Units, and (ii) promptly after such compliance (or immediately in the case of the Book-Entry Units), or, if later, at the appropriate payment date, the amount of distributions with a record date after the Effective Time but prior to such delivery and surrender and a payment date subsequent to such compliance payable with respect to such New Common Units (which shall be paid by Parent).

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Targa Resources Corp.), Agreement and Plan of Merger (Atlas Pipeline Partners Lp), Agreement and Plan of Merger (Atlas Energy, L.P.)

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Distributions with Respect to Unexchanged Partnership Units. No distributions declared or made with respect to Parent Units with a record date after the Effective Time will be paid to the holder of any unsurrendered Partnership Units represented by Certificates with respect to New Common Units that such holder would be entitled to receive in accordance herewith and no cash payment in lieu of fractional New Parent Common Units will be paid to any such holder holder, in each case, until such holder has delivered the required documentation and surrendered any such Certificates or Book-Entry Units as contemplated by this Section 3.32.4. Subject to applicable LawLaw and Section 5.16, following compliance with the requirements of Section 3.3(b) (or immediately in the case of the Book-Entry Units2.4(b), there will be paid to such the holder of New Common Units issuable in exchange thereforParent Units, without interest, (i) promptly after the time of such compliance compliance, and with no effect to the Merger Consideration such holder is entitled to pursuant to Section 2.1(a) (or immediately in after taking into account all Partnership Units surrendered by such holder) and Section 2.1(b), the case of the Book-Entry UnitsPreferred Consideration such holder is entitled to pursuant to Section 2.1(c), the amount of any cash payable in lieu of fractional New Parent Common Units to which such holder is entitled pursuant to Section 3.3(d2.4(d) (which shall be paid by the Exchange Agent as provided therein) and the amount of distributions with a record date after the Effective Time theretofore paid with respect to New Common Units and payable with respect to such New Common Parent Units, and (ii) promptly after such compliance (or immediately in the case of the Book-Entry Units), or, if later, at the appropriate payment date, the amount of distributions with a record date after the Effective Time but prior to such delivery and surrender of Partnership Units and a payment date subsequent to such compliance delivery and surrender payable with respect to such New Common Parent Units (which shall be paid by Parent).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Crestwood Equity Partners LP), Agreement and Plan of Merger (Crestwood Midstream Partners LP)

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