Common use of Election to Participate Clause in Contracts

Election to Participate. Within 15 business days after the Tag Along Notice, each Limited Partner desiring to include Units or shares of Blocker Stock in the proposed Sale (each a “Participating Seller” and, together with the Selling Limited Partner, collectively, the “Tag Along Sellers”) shall send a written election (the “Tag Along Election”) to the Selling Limited Partners specifying the number of Capital Units and shares of Blocker Stock (not in any event to exceed the Tag Along Percentage of the Units and shares of Blocker Stock held by such Participating Seller) which such Participating Seller desires to include in the proposed Sale; provided, however, that a holder of Class B Units may include one Class C Unit held by it for each Class B Unit held by it in such Tag Along Election. An election of a Participating Seller pursuant to Section 9.1 shall be irrevocable, and such Participating Seller shall be obligated to Sell in the proposed Sale on the same terms and conditions, with respect to each Unit (subject to Section 9.3.5) and share of Blocker Stock Sold (subject to Section 9.3.4), as the Selling Limited Partner, up to such number of Units and shares of Blocker Stock as such Participating Seller shall have specified in such Participating Seller’s Tag Along Election; provided, however, that (a) if the principal terms of the proposed Sale change such that they are materially less favorable in the aggregate to the Tag Along Sellers than those set forth in the Tag Along Notice, each Participating Seller shall be released from such obligations and (b) if, at the end of the 120th day following the Tag Along Notice, the Selling Limited Partner has not completed the proposed Sale, each Participating Seller shall be released from its obligations with respect to the proposed Sale, the Tag Along Notice shall be null and void, and it shall be necessary for a separate Tag Along Notice to be furnished, and the terms and provisions of this Section 9.1 separately complied with, in order to consummate such proposed Sale. Each Limited Partner who does not so elect to include Units or shares of Blocker Stock in the proposed Sale shall be deemed to have waived all rights with respect to such Sale.

Election to Participate. Within 15 business days after delivery of the Tag Along Participation Notice, each Limited Capital Partner desiring to include Units accept the offer pursuant to Section 6.2.2 shall send an irrevocable commitment (each a “Participation Commitment”) to the Partnership specifying the amount or shares proportion of Blocker Stock in the proposed Sale Securities which such Capital Partner desires to be issued (each a “Participating Seller” and, together with Buyer”). The acceptance of each Participating Buyer shall be irrevocable except as hereinafter provided and so long as the Selling Limited Partner, collectively, the “Tag Along Sellers”) shall send a written election (the “Tag Along Election”) terms and conditions applicable to the Selling Limited Partners specifying Pre-Emptive Issuance remain as stated in the number of Capital Units and shares of Blocker Stock (not in any event to exceed the Tag Along Percentage of the Units and shares of Blocker Stock held by Participation Notice, each such Participating Seller) which such Participating Seller desires to include in the proposed Sale; provided, however, that a holder of Class B Units may include one Class C Unit held by it for each Class B Unit held by it in such Tag Along Election. An election of a Participating Seller pursuant to Section 9.1 shall be irrevocable, and such Participating Seller Buyer shall be obligated to Sell acquire in the proposed Sale Pre-Emptive Issuance on the same terms and conditions, with respect to each Unit (subject to Section 9.3.5) and share of Blocker Stock Sold (subject to Section 9.3.4)Security issued, as the Selling Limited Partner, up to Pre-Emptive Transferees such number amount or proportion of Units and shares of Blocker Stock Securities as such Participating Seller Buyer shall have specified in such Participating SellerBuyer’s Tag Along Election; providedParticipation Commitment. Each Capital Partner that does not accept such offer shall be deemed to have waived all of such holder’s rights under this Article VI with respect to the Pre-Emptive Issuance specified in the Participation Notice, howeverand the Partnership shall thereafter be free to issue Securities in such Pre-Emptive Issuance to the Pre-Emptive Transferees and any Participating Buyers, that (a) if at a price not less than the price set forth in the Participation Notice and on other terms not materially more favorable in the aggregate, to the Pre-Emptive Transferees and any Participating Buyers than those set forth in the Participation Notice. If the principal terms of the such proposed Sale Pre-Emptive Issuance change such that they are more materially less favorable in the aggregate to the Tag Along Sellers Participating Buyers than those set forth in the Tag Along Participation Notice, each Participating Seller shall be released from such obligations and (b) if, at the end of the 120th day following the Tag Along Notice, the Selling Limited Partner has not completed the proposed Sale, each Participating Seller shall be released from its obligations with respect to the proposed Sale, the Tag Along Notice shall be null and void, and it shall be necessary for a separate Tag Along Participation Notice to be furnished, and the terms and provisions of this Section 9.1 Article VI separately complied with, in order to consummate such proposed SalePre-Emptive Issuance. Each Limited In the event a Capital Partner who does not so elect breaches its obligation to include Units or shares of Blocker Stock in the proposed Sale purchase such Securities after delivering a Participating Commitment, such Capital Partner shall be deemed to have waived all of such holder’s rights under this Article VI with respect to such SalePre-Emptive Issuance and all future Pre-Emptive Issuances.

Election to Participate. Within 15 business Shareholders shall have the right (the "Tag-Along Right") for thirty (30) days after from receipt of the Tag First Refusal Notice described in Section 3(a) (the "Tag-Along Notice, each Limited Partner desiring Option Period") to include Units or shares of Blocker Stock elect to participate in the proposed Tag-Along Sale. Any remaining Shareholder electing to participate in the Tag-Along Sale (each a “Participating Seller” and, together with the Selling Limited Partner, collectively, the “Tag "Tag-Along Sellers”Shareholder") shall send a give JFLEI, all other Shareholders and Company written election notice thereof (the “Tag "Election Notice") within the Tag-Along Election”) to the Selling Limited Partners specifying Option Period. The Election Notice shall specify the number of Capital Units and shares of Blocker Common Stock (not in any event that such Tag-Along Shareholder desires to exceed sell to the Tag Along Percentage Prospective Purchaser, which amount shall be equal to or less than the total number of the Units and shares of Blocker Common Stock held by such Participating SellerShareholder multiplied by a fraction, the numerator of which is the total number of shares of Common Stock proposed to be sold by the JFLEI Group and the denominator of which is the total number of shares of Common Stock then owned by the JFLEI Group. The failure of any remaining Shareholder to submit an Election Notice within the Tag-Along Option Period shall constitute an election by such remaining Shareholder not to participate in such Tag-Along Sale, PROVIDED such Tag-Along Sale is consummated within forty-five (45) which such Participating Seller desires days of the expiration of the Tag-Along Option Period. By delivering an Election Notice to include JFLEI within the Tag-Along Option Period, a Tag-Along Shareholder shall have the right to sell to the Prospective Purchaser that number of shares of Common Stock specified in the Election Notice; PROVIDED, HOWEVER, that, to the extent the Prospective Purchaser is unwilling or unable to purchase all of the shares proposed Sale; providedto be sold by the JFLEI Group and the Tag-Along Shareholders, howeverthe number of shares to be sold by each of the JFLEI Group and each of the Tag-Along Shareholders shall be ratably reduced so that the number of shares to be sold by the JFLEI Group and each of the Tag-Along Shareholders equals the number of shares that the Prospective Purchaser is willing or able to purchase. The only representations, warranties or indemnities that a holder of Class B Units may include one Class C Unit held by it for each Class B Unit held by it in such Tag Tag-Along Election. An election of a Participating Seller pursuant to Section 9.1 Shareholder shall be irrevocable, and such Participating Seller shall be obligated required to Sell give in the proposed Sale on the same terms and conditions, connection with respect to each Unit (subject to Section 9.3.5) and share of Blocker Stock Sold (subject to Section 9.3.4), as the Selling Limited Partner, up to such number of Units and shares of Blocker Stock as such Participating Seller shall have specified in such Participating Seller’s Tag a Tag-Along Election; provided, however, that (a) if the principal terms of the proposed Sale change such that they are materially less favorable in the aggregate to the Tag Along Sellers than those set forth in the Tag Along Notice, each Participating Seller shall be released from such obligations and (b) if, at the end of the 120th day following the Tag Along Notice, the Selling Limited Partner has not completed the proposed Sale, each Participating Seller shall be released from its obligations with respect to the proposed Sale, the Tag Along Notice shall be null and void, and it shall be necessary for a separate Tag Along Notice to be furnished, and the terms and provisions of this Section 9.1 separately complied with, in order to consummate such proposed Sale. Each Limited Partner who does not so elect to include Units or shares of Blocker Stock in the proposed Sale shall be deemed as to have waived all rights due authority and execution, validity and marketability of title and the absence of liens or other encumbrances with respect to such SaleTag-Along Shareholder's shares of Common Stock.

Election to Participate. Within 15 business days after the Tag Along Notice, each Limited Partner desiring Any holder of Other Investor Securities may elect to include Units or shares of Blocker Stock in the proposed Sale participate (each a “Participating Seller” and, together with the Selling Limited Partner, collectively, the “Tag Along SellersSecurityholder”) shall send a in the contemplated Transfer by delivering written election notice (the “Tag Along ElectionParticipation Notice”) to the Selling Limited Partners specifying Transferring Securityholder within fifteen (15) days after delivery of the Bain Investor Sale Notice is deemed to be given pursuant to Section 25 (Notices), which Participation Notice shall specify the number of Capital Units and shares of Blocker Stock (not in any event to exceed the Tag Along Percentage of the Units and shares of Blocker Stock held by Other Investor Securities that such Participating Seller) which such Participating Seller Securityholder desires to include in the proposed Sale; provided, however, that a holder contemplated Transfer. If any holders of Class B Units may include one Class C Unit held by it for each Class B Unit held by it Other Investor Securities have elected to participate in such Tag Along Election. An election of a Participating Seller pursuant to Section 9.1 shall be irrevocableTransfer, the Transferring Securityholder and such Participating Seller Securityholders shall be obligated entitled to Sell sell in the proposed contemplated Transfer as set out below in Section 6(c). If no Other Investor delivers a Participation Notice prior to the expiration of the fifteen (15) day notice period, then the Transferring Securityholder may Transfer the Bain Investor Securities specified in the Bain Investor Sale Notice to the transferee identified in the Bain Investor Sale Notice on the same terms and conditions, with respect to each Unit (subject to Section 9.3.5) and share of Blocker Stock Sold (subject to Section 9.3.4), as the Selling Limited Partner, up to such number of Units and shares of Blocker Stock as such Participating Seller shall have specified in such Participating Seller’s Tag Along Election; provided, however, that (a) if the principal terms of the proposed Sale change such that they are materially less favorable in the aggregate to the Tag Along Sellers than those conditions set forth in the Tag Along NoticeBain Investor Sale Notice during the one hundred and twenty (120) day period immediately following the date of delivery of the Bain Investor Sale Notice (as such period may be extended, each Participating Seller shall be released from by no more than ninety (90) days, to obtain any required regulatory approvals) (the “Bain Transfer Period”). If the Transfer of such obligations and (b) if, at Bain Investor Securities pursuant to the Bain Investor Sale Notice has not been consummated prior to the end of the 120th day following the Tag Along NoticeBain Transfer Period, the Selling Limited Partner has not completed the proposed Sale, each Participating Seller such Bain Investor Securities shall again be released from its obligations with respect subject to the proposed Sale, the Tag Along this Section 6 and a separate Bain Investor Sale Notice shall be null and void, and it shall be necessary for a separate Tag Along Notice to be furnished, and the terms and provisions of this Section 9.1 6 shall be separately complied with, in order to consummate a Transfer of such proposed Sale. Each Limited Partner who does not so elect to include Units or shares of Blocker Stock in the proposed Sale shall be deemed to have waived all rights with respect to such SaleBain Investor Securities.

Election to Participate. Within 15 business days twenty (20) Business Days after delivery of the Tag Along Participation Notice, each Limited Partner Participation Stockholder desiring to include Units accept the offer pursuant to Section 8.1(b)(ii) shall send an irrevocable commitment (each a “Participation Commitment”) to the Company specifying the amount or shares proportion of Blocker Stock in the proposed Sale Securities which such Participation Stockholder desires to be issued up to such Participation Stockholder’s Participation Portion (each a “Participating Seller” and, together with Buyer”). The acceptance of each Participating Buyer shall be irrevocable except as hereinafter provided and so long as the Selling Limited Partner, collectively, the “Tag Along Sellers”) shall send a written election (the “Tag Along Election”) terms and conditions applicable to the Selling Limited Partners specifying Preemptive Issuance remain as stated in the number of Capital Units and shares of Blocker Stock (not in any event to exceed the Tag Along Percentage of the Units and shares of Blocker Stock held by Participation Notice, each such Participating Seller) which such Participating Seller desires to include in the proposed Sale; provided, however, that a holder of Class B Units may include one Class C Unit held by it for each Class B Unit held by it in such Tag Along Election. An election of a Participating Seller pursuant to Section 9.1 shall be irrevocable, and such Participating Seller Buyer shall be obligated to Sell acquire in the proposed Sale Preemptive Issuance on the same terms and conditions, with respect to each Unit (subject to Section 9.3.5) and share of Blocker Stock Sold (subject to Section 9.3.4)Security issued, as the Selling Limited Partner, up to Preemptive Transferees such number amount or proportion of Units and shares of Blocker Stock Securities as such Participating Seller Buyer shall have specified in such Participating SellerBuyer’s Tag Along ElectionParticipation Commitment. If all of the new Securities offered to the Stockholders are not accepted for purchase within twenty (20) Business Days after delivery of such Participation Notice, such Securities that have not been so accepted for purchase shall be reoffered by the Company to the Participating Buyers that elected to purchase their entire Participation Portion of such Securities, for the purchase price and upon the terms and conditions set forth in the Participation Notice, in proportion with each such Stockholder’s Participation Portion (as determined immediately prior to the delivery of the Participation Notice), in continuous reofferings until all of such Securities specified in the Participation Notice are purchased by the Stockholders; providedprovided that none of the Stockholders shall be obligated to purchase more than the number of Securities such Stockholder initially agreed to purchase in such Stockholder’s initial commitment pursuant to the first sentence of this Section 8.1(c); provided further that if all of such Securities specified in the Participation Notice are not purchased pursuant to this Section 8.1(c) within sixty (60) days of the date the Participation Notice was initially provided to the Stockholders, howeversuch continuous reoffering shall cease and the Company shall have the right to issue and sell such Securities in such Preemptive Issuance to the Preemptive Transferees and Participating Buyers, at a price not less than the price set forth in the Participation Notice and on other terms not materially more favorable in the aggregate, to the Preemptive Transferees and Participating Buyers than those set forth in the Participation Notice. Each Participation Stockholder that does not accept such offer (aor accepts such offer in an amount or proportion less than the Participation Portion) if shall be deemed to have waived all of its rights under this Section 8.1 with respect to the Preemptive Issuance specified in the Participation Notice (or in respect of the amount or portion of the Participation Portion as to which such Stockholder did not accept the offer). If the principal terms of the such proposed Sale Preemptive Issuance change such that they are more materially less favorable in the aggregate to the Tag Along Sellers Participating Buyers than those set forth in the Tag Along Participation Notice, each Participating Seller shall be released from such obligations and (b) if, at the end of the 120th day following the Tag Along Notice, the Selling Limited Partner has not completed the proposed Sale, each Participating Seller shall be released from its obligations with respect to the proposed Sale, the Tag Along Notice shall be null and void, and it shall be necessary for a separate Tag Along Participation Notice to be furnished, and the terms and provisions of this Section 9.1 8.1 separately complied with, in order to consummate such proposed SalePreemptive Issuance. Each Limited Partner who does not so elect In the event a Participation Stockholder breaches its obligation to include Units or shares of Blocker Stock in the proposed Sale purchase such Securities after delivering a Participation Commitment, such Participation Stockholder shall be deemed to have waived all of such holder’s rights under this Section 8.1 with respect to such SalePreemptive Issuance and all future Preemptive Issuances.

Election to Participate. Within 15 business Shareholders shall have the right (the "Tag-Along Right") for thirty (30) days after from receipt of the Tag First Offer Notice described in Section 3(a) (the "Tag-Along Notice, each Limited Partner desiring Option Period") to include Units or shares of Blocker Stock elect to participate in the proposed Tag-Along Sale. Any remaining Shareholder electing to participate in the Tag-Along Sale (each a “Participating Seller” and, together with the Selling Limited Partner, collectively, the “Tag "Tag-Along Sellers”Shareholder") shall send a give all other Shareholders and Company written election notice thereof (the “Tag "Election Notice") within the Tag-Along Election”) to the Selling Limited Partners specifying Option Period. The Election Notice shall specify the number of Capital Units and shares of Blocker Common Stock (not in any event that such Tag-Along Shareholder desires to exceed sell to the Tag Along Percentage Prospective Purchaser, which amount shall be equal to or less than the total number of the Units and shares of Blocker Common Stock held by such Participating SellerShareholder multiplied by a fraction, the numerator of which is the total number of shares of Common Stock proposed to be sold by the JFL Group and the denominator of which is the total number of shares of Common Stock then owned by the JFL Group. The failure of any remaining Shareholder to submit an Election Notice within the Tag-Along Option Period shall constitute an election by such remaining Shareholder not to participate in such Tag-Along Sale, PROVIDED such Tag-Along Sale is consummated within forty-five (45) which such Participating Seller desires days of the expiration of the Tag-Along Option Period. By delivering an Election Notice to include JFL within the Tag-Along Option Period, a Tag-Along Shareholder shall have the right to sell to the Prospective Purchaser that number of shares of Common Stock specified in the Election Notice; PROVIDED, HOWEVER, that, to the extent the Prospective Purchaser is unwilling or unable to purchase all of the shares proposed Sale; providedto be sold by the JFL Group and the Tag-Along Shareholders, howeverthe number of shares to be sold by each of the JFL Group and each of the Tag-Along Shareholders shall be ratably reduced so that the number of shares to be sold by the JFL Group and each of the Tag-Along Shareholders equals the number of shares that the Prospective Purchaser is willing or able to purchase. The only representations, warranties or indemnities that a holder of Class B Units may include one Class C Unit held by it for each Class B Unit held by it in such Tag Tag-Along Election. An election of a Participating Seller pursuant to Section 9.1 Shareholder shall be irrevocable, and such Participating Seller shall be obligated required to Sell give in the proposed Sale on the same terms and conditions, connection with respect to each Unit (subject to Section 9.3.5) and share of Blocker Stock Sold (subject to Section 9.3.4), as the Selling Limited Partner, up to such number of Units and shares of Blocker Stock as such Participating Seller shall have specified in such Participating Seller’s Tag a Tag-Along Election; provided, however, that (a) if the principal terms of the proposed Sale change such that they are materially less favorable in the aggregate to the Tag Along Sellers than those set forth in the Tag Along Notice, each Participating Seller shall be released from such obligations and (b) if, at the end of the 120th day following the Tag Along Notice, the Selling Limited Partner has not completed the proposed Sale, each Participating Seller shall be released from its obligations with respect to the proposed Sale, the Tag Along Notice shall be null and void, and it shall be necessary for a separate Tag Along Notice to be furnished, and the terms and provisions of this Section 9.1 separately complied with, in order to consummate such proposed Sale. Each Limited Partner who does not so elect to include Units or shares of Blocker Stock in the proposed Sale shall be deemed as to have waived all rights due authority and execution, validity and marketability of title and the absence of liens or other encumbrances with respect to such SaleTag-Along Shareholder's shares of Common Stock.

Election to Participate. Within 15 business days after the Tag Along Notice(a) Promptly following AYE's execution of Preliminary Documentation with respect to any Gas Assets, each Limited Partner desiring to include Units or shares of Blocker Stock in the proposed Sale (each a “Participating Seller” and, together AYE will provide ECA with the Selling Limited Partner, collectively, the “Tag Along Sellers”) shall send a written election notification (the “Tag Along Election”"Notification") to the Selling Limited Partners specifying the number of Capital Units and shares of Blocker Stock effect that AYE is evaluating such Gas Assets (not in any event Gas Assets as to exceed the Tag Along Percentage which AYE provides a Notification, a "Confidential Acquisition"). Each Notification will include an estimate of the Units date on which AYE and shares the seller or issuer of Blocker Stock held such Confidential Acquisition are reasonably likely to execute definitive documentation concerning AYE's acquisition of such Confidential Acquisition (the "Estimate Date"). Subject to the prior execution by such Participating Seller) which such Participating Seller desires to include in the proposed Sale; provided, however, that a holder of Class B Units may include one Class C Unit held by it for each Class B Unit held by it in such Tag Along Election. An election ECA of a Participating Seller pursuant confidentiality agreement between ECA and the seller or issuer of such Confidential Acquisition in form and substance substantially identical to Section 9.1 shall be irrevocablethe confidentiality agreement between AYE and such seller or issuer, AYE will furnish to ECA, if and as received, all information received by AYE from such seller or issuer. AYE makes no, and such Participating Seller shall not be obligated deemed to Sell make any, representation or warranty concerning any information furnished to ECA concerning any Confidential Acquisition, or as NY12524:42727.4 to the past, present or future operating or financial performance of the Confidential Acquisition. ECA agrees that it will satisfy itself as to the accuracy and sufficiency of the matters on which it relies in the proposed Sale on the same terms and conditions, making any investment decision with respect to each Unit Confidential Acquisition. Following its receipt of the Notification, ECA shall refrain from engaging in negotiations, discussions or other activities that could result in a failure by AYE to purchase the Confidential Acquisition. AYE shall have no obligation to acquire or invest in any Confidential Acquisition and shall have no obligation to enter into any discussions or negotiations or to continue to engage in any discussions or negotiations concerning any Confidential Acquisition. AYE shall control any discussions and negotiations between AYE and/or ECA (subject to Section 9.3.5on the one hand) and share third parties (on the other hand) concerning the acquisition of Blocker Stock Sold (subject each Confidential Acquisition, but AYE shall afford ECA a reasonable opportunity to Section 9.3.4), as the Selling Limited Partner, up to such number of Units and shares of Blocker Stock as such Participating Seller shall have specified participate in such Participating Seller’s Tag Along Election; provided, however, that (a) if discussions and negotiations. ECA shall not engage in any discussions or negotiations with third parties concerning any Confidential Acquisition without the principal terms prior consent of the proposed Sale change such that they are materially less favorable in the aggregate to the Tag Along Sellers than those set forth in the Tag Along Notice, each Participating Seller shall be released from such obligations and (b) if, at the end of the 120th day following the Tag Along Notice, the Selling Limited Partner has not completed the proposed Sale, each Participating Seller shall be released from its obligations with respect to the proposed Sale, the Tag Along Notice shall be null and void, and it shall be necessary for a separate Tag Along Notice to be furnished, and the terms and provisions of this Section 9.1 separately complied with, in order to consummate such proposed Sale. Each Limited Partner who does not so elect to include Units or shares of Blocker Stock in the proposed Sale shall be deemed to have waived all rights with respect to such SaleAYE.

Election to Participate. Within 15 business Shareholders shall have the right (the "Tag-Along Right") for thirty (30) days after from receipt of the Tag Tag-Along Notice, each Limited Partner desiring Notice described in Section 4(a) (the "Tag-Along Option Period") to include Units or shares of Blocker Stock elect to participate in the proposed Tag-Along Sale. Any Shareholder electing to participate in the Tag-Along Sale (each a “Participating Seller” and, together with the Selling Limited Partner, collectively, the “Tag "Tag-Along Sellers”Shareholder") shall send a give all other Shareholders and the Company written election notice thereof (the “Tag "Election Notice") within the Tag-Along Election”) to the Selling Limited Partners specifying Option Period. The Election Notice shall specify the number of Capital Units Common Shares that such Tag-Along Shareholder desires to sell to the Prospective Purchaser, which amount shall be equal to or less than the total number of Common Shares and shares of Blocker Common Stock (not in any event to exceed the Tag Along Percentage of the Units and shares of Blocker Stock Equivalents held by such Participating SellerShareholder multiplied by a fraction, the numerator of which is the total number of Common Shares proposed to be sold by the Majority Shareholder and the denominator of which is the total number of Common Shares and Common Stock Equivalents then owned by such Majority Shareholders. The failure of any remaining Shareholder to submit an Election Notice within the Tag-Along Option Period shall constitute an election by such remaining Shareholder not to participate in such Tag-Along Sale, provided such Tag-Along Sale is consummated within forty-five (45) which days of the expiration of the Tag-Along Option Period. By delivering an Election Notice to such Participating Seller desires Majority Shareholders within the Tag-Along Option Period, a Tag-Along Shareholder shall have the right to include sell to the Prospective Purchaser that number of Common Shares specified in the proposed SaleElection Notice; provided, however, that a holder that, to the extent the Prospective Purchaser is unwilling or unable to purchase all of Class B Units may include one Class C Unit held the shares proposed to be sold by it for such Majority Shareholders and the Tag-Along Shareholders, the number of shares to be sold by each Class B Unit held by it in such Tag of the Majority Shareholders and each of the Tag-Along Election. An election of a Participating Seller pursuant to Section 9.1 Shareholders shall be irrevocable, and such Participating Seller shall be obligated to Sell in ratably reduced so that the proposed Sale on the same terms and conditions, with respect to each Unit (subject to Section 9.3.5) and share of Blocker Stock Sold (subject to Section 9.3.4), as the Selling Limited Partner, up to such number of Units shares to be sold by such Majority Shareholders and shares of Blocker Stock as such Participating Seller shall have specified in such Participating Seller’s Tag Along Election; provided, however, that (a) if the principal terms each of the proposed Sale change such Tag-Along Shareholders equals the number of shares that they are materially less favorable in the aggregate Prospective Purchaser is willing or able to the Tag Along Sellers than those set forth in the Tag Along Notice, each Participating Seller shall be released from such obligations and (b) if, at the end of the 120th day following the Tag Along Notice, the Selling Limited Partner has not completed the proposed Sale, each Participating Seller shall be released from its obligations with respect to the proposed Sale, the Tag Along Notice shall be null and void, and it shall be necessary for a separate Tag Along Notice to be furnished, and the terms and provisions of this Section 9.1 separately complied with, in order to consummate such proposed Sale. Each Limited Partner who does not so elect to include Units or shares of Blocker Stock in the proposed Sale shall be deemed to have waived all rights with respect to such Salepurchase.

Election to Participate. Within 15 10 business days after the Tag Along Participation Notice, each Limited Partner Stockholder desiring to include Units accept the offer pursuant to Section 6(b) shall send an irrevocable commitment (each a “Participation Commitment”) to the Company specifying the amount or shares proportion of Blocker Stock in the proposed Sale Securities which such holder desires to be issued (each a “Participating Seller” andBuyer”). The acceptance of each Participating Buyer shall be irrevocable except as hereinafter provided and so long as no subsequent Participation Notice is required to be delivered pursuant to this Section 6, together with the Selling Limited Partner, collectively, the “Tag Along Sellers”) shall send a written election (the “Tag Along Election”) to the Selling Limited Partners specifying the number of Capital Units and shares of Blocker Stock (not in any event to exceed the Tag Along Percentage of the Units and shares of Blocker Stock held by each such Participating Seller) which such Participating Seller desires to include in the proposed Sale; provided, however, that a holder of Class B Units may include one Class C Unit held by it for each Class B Unit held by it in such Tag Along Election. An election of a Participating Seller pursuant to Section 9.1 shall be irrevocable, and such Participating Seller Buyer shall be obligated to Sell acquire in the proposed Sale Pre-Emptive Issuance on the same terms and conditions, with respect to each Unit (subject to Section 9.3.5) and share of Blocker Stock Sold (subject to Section 9.3.4)Securities issued, as the Selling Limited Partner, up to such number amount or proportion of Units and shares of Blocker Stock Securities as such Participating Seller Buyer shall have specified in such Participating SellerBuyer’s Tag Along Election; Participation Commitment. Each Stockholder who does not timely deliver a Participation Commitment shall be deemed to have waived all of such holder’s rights under this Section 6 with respect to the Pre-Emptive Issuance specified in the Participation Notice, and the Company shall thereafter be free to issue the Securities specified in such Participation Notice in such Pre-Emptive Issuance, at a price not less than the price set forth in the Participation Notice and on other terms not materially more favorable in the aggregate, to the Pre-Emptive Transferees than those set forth in the Participation Notice, provided, however, that (a) if the principal terms of the such proposed Sale Pre-Emptive Issuance change such that they are materially less favorable different in the aggregate to the Tag Along Sellers than those set forth in the Tag Along Participation Notice, each Participating Seller shall be released from such obligations and (b) if, at the end of the 120th day following the Tag Along Notice, the Selling Limited Partner has not completed the proposed Sale, each Participating Seller shall be released from its obligations with respect to the proposed Sale, the Tag Along Notice shall be null and void, and it shall be necessary for a separate Tag Along Participation Notice to be furnished, and the terms and provisions of this Section 9.1 6 separately complied with, in order to consummate such proposed Sale. Each Limited Partner who does not so elect to include Units or shares of Blocker Stock in the proposed Sale shall be deemed to have waived all rights with respect to such SalePre-Emptive Issuance.

Election to Participate. Within 15 business days after the Tag Along Notice(a) Promptly following AYE's execution of Preliminary Documentation with respect to any Gas Assets, each Limited Partner desiring to include Units or shares of Blocker Stock in the proposed Sale (each a “Participating Seller” and, together AYE will provide ECA with the Selling Limited Partner, collectively, the “Tag Along Sellers”) shall send a written election notification (the “Tag Along Election”"Notification") to the Selling Limited Partners specifying the number of Capital Units and shares of Blocker Stock effect that AYE is evaluating such Gas Assets (not in any event Gas Assets as to exceed the Tag Along Percentage which AYE provides a Notification, a "Confidential Acquisition"). Each Notification will include an estimate of the Units date on which AYE and shares the seller or issuer of Blocker Stock held such Confidential Acquisition are reasonably likely to execute definitive documentation concerning AYE's acquisition of such Confidential Acquisition (the "Estimate Date"). Subject to the prior execution by such Participating Seller) which such Participating Seller desires to include in the proposed Sale; provided, however, that a holder of Class B Units may include one Class C Unit held by it for each Class B Unit held by it in such Tag Along Election. An election ECA of a Participating Seller pursuant confidentiality agreement between ECA and the seller or issuer of such Confidential Acquisition in form and substance substantially identical to Section 9.1 shall be irrevocablethe confidentiality agreement between AYE and such seller or issuer, AYE will furnish to ECA, if and as received, all information received by AYE from such seller or issuer. AYE makes no, and such Participating Seller shall not be obligated deemed to Sell make any, representation or warranty concerning any information furnished to ECA concerning any Confidential Acquisition, or as to the past, present or future operating or financial performance of the Confidential Acquisition. ECA agrees that it will satisfy itself as to the accuracy and sufficiency of the matters on which it relies in the proposed Sale on the same terms and conditions, making any investment decision with respect to each Unit Confidential Acquisition. Following its receipt of the Notification, ECA shall refrain from engaging in negotiations, discussions or other activities that could result in a failure by AYE to purchase the Confidential Acquisition. AYE shall have no obligation to acquire or invest in any Confidential Acquisition and shall have no obligation to enter into any discussions or negotiations or to continue to engage in any discussions or negotiations concerning any Confidential Acquisition. AYE shall control any discussions and negotiations between AYE and/or ECA (subject to Section 9.3.5on the one hand) and share third parties (on the other hand) concerning the acquisition of Blocker Stock Sold (subject each Confidential Acquisition, but AYE shall afford ECA a reasonable opportunity to Section 9.3.4), as the Selling Limited Partner, up to such number of Units and shares of Blocker Stock as such Participating Seller shall have specified participate in such Participating Seller’s Tag Along Election; provided, however, that (a) if discussions and negotiations. ECA shall not engage in any discussions or negotiations with third parties concerning any Confidential Acquisition without the principal terms prior consent of the proposed Sale change such that they are materially less favorable in the aggregate to the Tag Along Sellers than those set forth in the Tag Along Notice, each Participating Seller shall be released from such obligations and (b) if, at the end of the 120th day following the Tag Along Notice, the Selling Limited Partner has not completed the proposed Sale, each Participating Seller shall be released from its obligations with respect to the proposed Sale, the Tag Along Notice shall be null and void, and it shall be necessary for a separate Tag Along Notice to be furnished, and the terms and provisions of this Section 9.1 separately complied with, in order to consummate such proposed Sale. Each Limited Partner who does not so elect to include Units or shares of Blocker Stock in the proposed Sale shall be deemed to have waived all rights with respect to such SaleAYE.

Election to Participate. Within 15 business Each Investor shall have the right (the “Tag-Along Right”) for ten (10) days after from receipt of the Tag Tag-Along Notice described in Section 3.4(a) (the “Tag-Along Option Period”) to elect to participate in the Tag-Along Sale. Any Investor electing to participate in the Tag-Along Sale (a “Tag-Along Investor”) shall give all other Investors, the Company and the Sponsor who delivered such Tag-Along Notice written notice thereof (the “Election Notice”) within the Tag-Along Option Period. The Election Notice shall specify the number of shares of Common Stock and/or Series A Preferred that such Tag-Along Investor desires to sell to the Prospective Purchaser, which amount shall not exceed the product of (i) the Tag-Along Percentage set forth in the Tag-Along Notice, each Limited Partner desiring to include Units or multiplied by (ii) the total number of shares of Blocker Common Stock (on an As-Converted Basis) that such Investor owns as of the date of the Election Notice. The failure of any Investor to submit an Election Notice within the Tag-Along Option Period shall constitute an election by such remaining Investor not to participate in such Tag-Along Sale. By delivering an Election Notice to such Sponsors within the Tag-Along Option Period, a Tag-Along Investor shall have the right to sell to the Prospective Purchaser that number of Common Stock or Series A Preferred specified in the proposed Sale (each a “Participating Seller” and, together with the Selling Limited Partner, collectively, the “Tag Along Sellers”) shall send a written election (the “Tag Along Election”) to the Selling Limited Partners specifying the number of Capital Units and shares of Blocker Stock (not in any event to exceed the Tag Along Percentage of the Units and shares of Blocker Stock held by such Participating Seller) which such Participating Seller desires to include in the proposed SaleElection Notice; provided, however, that a holder that, to the extent the Prospective Purchaser is unwilling or unable to purchase all of Class B Units may include one Class C Unit held the shares proposed to be sold by it for such Sponsors and the Tag-Along Investors, the number of shares to be sold by each Class B Unit held by it in such Tag of the Sponsors and each of the Tag-Along Election. An election of a Participating Seller pursuant to Section 9.1 Investors shall be irrevocable, and such Participating Seller shall be obligated to Sell in ratably reduced so that the proposed Sale on the same terms and conditions, with respect to each Unit (subject to Section 9.3.5) and share of Blocker Stock Sold (subject to Section 9.3.4), as the Selling Limited Partner, up to such number of Units shares to be sold by such Sponsors and shares of Blocker Stock as such Participating Seller shall have specified in such Participating Seller’s Tag Along Election; provided, however, that (a) if the principal terms each of the proposed Sale change such Tag-Along Investors equals the number of shares that they are materially less favorable in the aggregate Prospective Purchaser is willing or able to the Tag Along Sellers than those set forth in the Tag Along Notice, each Participating Seller shall be released from such obligations and (b) if, at the end of the 120th day following the Tag Along Notice, the Selling Limited Partner has not completed the proposed Sale, each Participating Seller shall be released from its obligations with respect to the proposed Sale, the Tag Along Notice shall be null and void, and it shall be necessary for a separate Tag Along Notice to be furnished, and the terms and provisions of this Section 9.1 separately complied with, in order to consummate such proposed Sale. Each Limited Partner who does not so elect to include Units or shares of Blocker Stock in the proposed Sale shall be deemed to have waived all rights with respect to such Salepurchase.

Election to Participate. Within 15 business The Non-Proposing Party may then elect to participate in the acquisition or the proposed acquisition by giving written notice to the Proposing Party of its election to participate within thirty (30) days after the Tag Along Notice, each Limited Partner desiring to include Units or shares of Blocker Stock in the proposed Sale (each a “Participating Seller” and, together with the Selling Limited Partner, collectively, the “Tag Along Sellers”) shall send a written election (the “Tag Along Election”) to the Selling Limited Partners specifying the number of Capital Units and shares of Blocker Stock (not in any event to exceed the Tag Along Percentage its receipt of the Units and shares of Blocker Stock held by such Participating Seller) which such Participating Seller desires to include in written notice from the proposed Sale; provided, however, that a holder of Class B Units may include one Class C Unit held by it for each Class B Unit held by it in such Tag Along ElectionProposing Party. An election of a Participating Seller pursuant to Section 9.1 The Non-Proposing Party shall be irrevocable, and such entitled to acquire its Participating Seller shall be obligated to Sell in the proposed Sale on the same terms and conditions, with respect to each Unit (subject to Section 9.3.5) and Interest share of Blocker Stock Sold the AMI Interests by paying or reimbursing the Proposing Party for its Participating Interest share of (subject to Section 9.3.4)a) the purchase price paid, or the allocated value thereof, as the Selling Limited Partnercase may be, up to such number of Units and shares of Blocker Stock as such Participating Seller shall have specified in such Participating Seller’s Tag Along Election; provided, however, that (a) if the principal terms of the proposed Sale change such that they are materially less favorable in the aggregate to the Tag Along Sellers than those set forth in the Tag Along Notice, each Participating Seller shall be released from such obligations and (b) ifother actual costs and expenses incurred in acquiring the AMI Interest, and by agreeing promptly to discharge its Participating Interest share of obligations. Failure to make such election within the applicable thirty (30) day period shall constitute a waiver by the Non-Proposing Party of its right to receive any interest in the AMI Interest therein acquired or proposed to be acquired and such properties shall not be subject to this Section 26. Payment of the purchase price and the costs and the expenses shall be due within thirty (30) days of any election to purchase by the Non-Proposed Party. If the AMI Interest covers land both within and outside the AMI, then, the Proposing Party may, at its option, offer either the end entire AMI Interest or only that portion of the 120th day following AMI Interest covering lands within the Tag Along NoticeAMI. If less than the entire AMI Interest is offered, the Selling Limited Partner has not completed costs and the proposed Sale, each Participating Seller expenses applicable to the offered interest shall be released from its obligations with respect that proportion of the total costs and the total expenses that the offered interest bears to the proposed Sale, total interest and that portion of the Tag Along Notice interest not offered hereunder shall not be null and void, and it shall be necessary for a separate Tag Along Notice subject to be furnished, and the terms and provisions of this Section 9.1 separately complied withAgreement. If the entire AMI Interest is offered and the Non-Proposing Party elects not to acquire a proportionate interest in the AMI Interest lying outside the AMI, then, in order such case, that portion of the AMI Interest outside the AMI shall not be subject to consummate such proposed Salethe provisions of this Agreement. Each Limited Partner who does not so elect Conversely, should the Non-Proposing Party acquire an AMI Interest covering acreage outside the AMI from the Proposing Party, then, in that case, the pertinent portion of the AMI Interest located outside the AMI shall become subject to include Units or shares of Blocker Stock in the proposed Sale shall be deemed to have waived all rights with respect to such Salethis Agreement.

Election to Participate. Within 15 business days after the Tag Along NoticeIf a Securityholder desires to exercise its Pre- emptive Right, each Limited Partner desiring to include Units or shares such Securityholder must deliver written notice of Blocker Stock in the proposed Sale (each a “Participating Seller” and, together with the Selling Limited Partner, collectively, the “Tag Along Sellers”) shall send a written such election (the “Tag Along Election”"Pre- emptive Reply") to the Selling Limited Partners specifying Board within 20 days following receipt of such Pre-emptive Notice (the "Exercise Period"), indicating the number or amount (as applicable) of Capital Units and shares Pre-emptive Securities of Blocker Stock each class or type (such number or amount (as applicable) not in any event to exceed the Tag Along Percentage aggregate number of Pre-emptive Securities of such class or type proposed to be issued in such Pre- emptive Issuance, multiplied by the Securityholder's Pro Rata Percentage) for which such Securityholder desires to subscribe. In the event that one or more Securityholders decline to exercise its Pre-emptive Right, any residual Pre-emptive Securities which would have been allocated to such declining Securityholders had they elected to participate shall instead be reallocated to each accepting Securityholder on the basis of its respective pro rata participation in the pre-emptive issuance (subject in each case to such accepting Securityholder’s written consent to such reallocation of residual Securities and payment in full therefor) until all such residual Securities have been so reallocated or such accepting Securityholders have declined further reallocations. To effect the Pre-emptive Issuance, the Pre-emptive Securities shall be issued to the participating Securityholders within 30 days following expiration of the Units and shares Exercise Period. If a Securityholder fails to deliver a Pre-emptive Reply in accordance with this Section 7(c)(iii), the Pre-emptive Securities may thereafter, for a period not exceeding 90 days following the expiration of Blocker Stock held by such Participating Seller) which such Participating Seller desires to include in the proposed Sale; providedExercise Period, however, that a holder of Class B Units may include one Class C Unit held by it for each Class B Unit held by it in such Tag Along Election. An election of a Participating Seller pursuant to Section 9.1 shall be irrevocable, and such Participating Seller shall be obligated to Sell in the proposed Sale issued on the same terms and conditions, with respect to each Unit (subject to Section 9.3.5) conditions no more favorable and share of Blocker Stock Sold (subject to Section 9.3.4), as at a price not less than the Selling Limited Partner, up to such number of Units and shares of Blocker Stock as such Participating Seller shall have specified in such Participating Seller’s Tag Along Election; provided, however, that (a) if the principal terms of the proposed Sale change such that they are materially less favorable in the aggregate to the Tag Along Sellers than those price set forth in the Tag Along Pre-emptive Notice, each Participating Seller . Any such Pre-emptive Securities not issued during such 90 day period shall thereafter again be released from such obligations and (b) if, at the end of the 120th day following the Tag Along Notice, the Selling Limited Partner has not completed the proposed Sale, each Participating Seller shall be released from its obligations with respect subject to the proposed Sale, the Tag Along Notice shall be null and void, and it shall be necessary Pre-emptive Right provided for a separate Tag Along Notice to be furnished, and the terms and provisions of in this Section 9.1 separately complied with, in order to consummate such proposed Sale. Each Limited Partner who does not so elect to include Units or shares of Blocker Stock in the proposed Sale shall be deemed to have waived all rights with respect to such Sale7.

Election to Participate. Within 15 fifteen (15) business days after the Tag Along delivery of the Participation Notice, each Limited Partner Eligible Member desiring to include Units accept the offer pursuant to Section 3.10(b)(ii) shall send an irrevocable commitment (each a “Participation Commitment”) to the Company specifying the amount or shares proportion of Blocker Stock in the proposed Sale his, her or its Participation Portion which such Eligible Member desires to be issued to him, her or it (each a “Participating Seller” and, together with Buyer”). The acceptance of each Participating Buyer shall be irrevocable except as hereinafter provided and so long as the Selling Limited Partner, collectively, the “Tag Along Sellers”) shall send a written election (the “Tag Along Election”) terms and conditions applicable to the Selling Limited Partners specifying Preemptive Issuance remain as stated in the number of Capital Units and shares of Blocker Stock (not in any event to exceed the Tag Along Percentage of the Units and shares of Blocker Stock held by Participation Notice, each such Participating Seller) which such Participating Seller desires to include in the proposed Sale; provided, however, that a holder of Class B Units may include one Class C Unit held by it for each Class B Unit held by it in such Tag Along Election. An election of a Participating Seller pursuant to Section 9.1 shall be irrevocable, and such Participating Seller Buyer shall be obligated to Sell acquire in the proposed Sale Preemptive Issuance on the same terms and conditions, with respect to each Unit (subject to Section 9.3.5) and share of Blocker Stock Sold (subject to Section 9.3.4)Equity Security issued, as the Selling Limited PartnerPreemptive Transferees such amount or proportion of his, up to such number of Units and shares of Blocker Stock her or its Participation Portion as such Participating Seller Buyer shall have specified in such Participating SellerBuyer’s Tag Along Election; providedParticipation Commitment. Each Eligible Member that does not accept such offer (or accepts such offer in an amount or proportion less than his, howeverher or its Participation Portion) shall be deemed to have waived all (or the portion of the Participation Portion as to which such Eligible Member did not accept the offer) of his, that (a) if her or its rights under this Section 3.10 with respect to the Preemptive Issuance specified in the Participation Notice, and the Company shall thereafter be free to issue Equity Securities in such Preemptive Issuance to the Preemptive Transferee and any Participating Buyers, at a price not less than the price set forth in the Participation Notice and on other terms not materially more favorable in the aggregate to the Preemptive Transferee and any Participating Buyers than those set forth in the Participation Notice. If the principal terms of the such proposed Sale Preemptive Issuance change such that they are materially less more favorable in the aggregate to the Tag Along Sellers Preemptive Transferee and the Participating Buyers than those set forth in the Tag Along Participation Notice, each Participating Seller shall be released from such obligations and (b) if, at the end of the 120th day following the Tag Along Notice, the Selling Limited Partner has not completed the proposed Sale, each Participating Seller shall be released from its obligations with respect to the proposed Sale, the Tag Along Notice shall be null and void, and it shall be necessary for a separate Tag Along Participation Notice to be furnished, and the terms and provisions of this Section 9.1 3.10 separately complied with, in order to consummate such proposed SalePreemptive Issuance. Each Limited Partner who does not so elect In addition to include Units or shares of Blocker Stock any other rights the Company may have, in the proposed Sale event a Participating Buyer breaches his, her or its obligation to purchase such Equity Securities after delivering a Participation Commitment, such Member shall be deemed to have waived all of such holder’s rights under this Section 3.10 with respect to such SalePreemptive Issuance and all future Preemptive Issuances.

Election to Participate. Within 15 business days Days after the Tag Along Participation Notice, each Limited Partner Shareholder desiring to include Units or shares of Blocker Stock in accept the proposed Sale offer pursuant to Section 11.1.1 shall send an irrevocable commitment (each a “Participating Seller” and, together with the Selling Limited Partner, collectively, the “Tag Along Sellers”) shall send a written election (the “Tag Along ElectionParticipation Commitment”) to the Selling Limited Partners Company specifying the number amount or proportion of Capital Units and shares of Blocker Stock (not in any event to exceed the Tag Along Percentage of the Units and shares of Blocker Stock held by such Participating Seller) Securities which such holder (a “Participating Seller Subscriber”) desires to include be issued. Except as hereafter provided, the acceptance by a Participating Subscriber shall be irrevocable so long as the terms and conditions applicable to the Issuance remain as stated in the proposed Sale; provided, however, that a holder of Class B Units may include one Class C Unit held by it for each Class B Unit held by it in such Tag Along Election. An election of a Participating Seller pursuant to Section 9.1 shall be irrevocableParticipation Notice, and such the Participating Seller Subscriber shall be obligated to Sell acquire in the proposed Sale Issuance, on the same terms and conditions, conditions with respect to each Unit (subject to Section 9.3.5) and share of Blocker Stock Sold (subject to Section 9.3.4), Securities issued as the Selling Limited PartnerProspective Investors, up to such number amount or proportion of Units and shares of Blocker Stock Securities as such Participating Seller Subscriber shall have specified in such Participating SellerSubscriber’s Tag Along Election; provided, however, that (a) if Participation Commitment. A Shareholder who does not so accept such offer shall be deemed to have waived all of its rights under this ARTICLE XI with respect to the principal terms of the proposed Sale change such that they are materially less favorable Issuance specified in the aggregate Participation Notice, and the Company shall thereafter be free to issue Securities in such Issuance to the Tag Along Sellers Prospective Investors and any Participating Subscriber(s), at a price not less than the price set forth in the Participation Notice and on other terms not more favourable to the Prospective Investors than those set forth in the Tag Along Participation Notice, each Participating Seller shall be released from provided however, that if the terms of such obligations and (b) if, at proposed Issuance change such that they are more favourable to the end of Prospective Investors than those set forth in the 120th day following the Tag Along Participation Notice, the Selling Limited Partner has not completed the proposed Sale, each Participating Seller shall be released from its obligations with respect to the proposed Sale, the Tag Along Notice shall be null and void, and it shall be necessary for a separate Tag Along Participation Notice to be furnished, and the terms and provisions of this Section 9.1 ARTICLE XI separately complied with, in order to consummate such proposed Sale. Each Limited Partner who does not so elect to include Units or shares of Blocker Stock in the proposed Sale shall be deemed to have waived all rights with respect to such SaleIssuance.