F of the Agreement. Upon the delivery of written notice of such an assignment to the General Partner, each assignee of Contributor Units pursuant to the immediately preceding sentence shall be admitted to the Partnership as a Substituted Limited Partner owning the Contributor Units so assigned and having all of the rights of a Limited Partner under the Agreement and this Exhibit E-5, subject only to such assignee executing and delivering to the Partnership an acceptance of all of the terms and conditions of the Agreement and such other documents or instruments as the General Partner may reasonably require to effect such admission, in accordance with Section 11.4.B of the Agreement. Each permitted assignee of any of the Contributor Units, issued to the Contributor pursuant to the Contribution Agreement and subsequently transferred to the Equity Holders, that is admitted as a Substituted Limited Partner in accordance with this Section 1 or Article XI of the Agreement, for so long as such Person owns any such Contributor Units, is referred to in this Exhibit E-5 as an "Indirect Equity Holder." Upon satisfaction of the condition described in the second sentence of this Section 1, the General Partner shall amend Exhibit A to the Agreement in the manner described in Section 11.4.
F of the Agreement. Upon the delivery of written notice of such an assignment to the General Partner, each assignee of WRP Units pursuant to the immediately preceding sentence shall be admitted to the Partnership as a Substituted Limited Partner owning the
F of the Agreement. Section 10.1(f) of the Agreement is hereby amended and restated in its entirety by replacing it with the following:
F of the Agreement. The General Partner is authorized in its discretion to delay or accelerate the participation of the Class AO LTIP Units in allocations of Net Income or Net Loss or to adjust the allocations made under this Section 3 to effectuate the purposes of the economic arrangement contemplated by the parties and to ensure that the Class AO LTIP Units will be respected as “profits interests” for U.S. federal income tax purposes, as contemplated by Section 4.8 of the Agreement.
F of the Agreement. Section 5.4(f) of the Agreement is hereby deleted in its entirety as of the date hereof and the following substituted therefor:
F of the Agreement. Section 3.6(f) of the Agreement is hereby amended by deleting each instance of the dollar amount "$65,000,000" and replacing each such instance with the following: "the sum of $65,000,000 plus the 2017 EBITDA Roll-Forward Amount".
F of the Agreement. Buyer hereby expressly acknowledges that the Due Diligence Period has expired and Buyer (including, without limitation, the Kest Trust, Mxxxxxx Xxxx as trustee) has no further right to terminate the Agreement pursuant to subparagraph 4.B of the Agreement or otherwise. In this connection, Buyer hereby acknowledges and agrees that Buyer shall be deemed to have delivered Buyer's Approval Notice to Seller prior to the expiration of the Due Diligence Period.
F of the Agreement. For any taxable year or portion of a taxable year occurring after issuance of Option Units and prior to the date such Option Units convert to Vested LTIP Units (for purpose of this Exhibit G only, the “Distribution Participation Date”), Option Units shall not be entitled to allocations of Net Income or Net Loss. Commencing with the portion of the taxable year of the Company that begins on the Distribution Participation Date established for any Option Units, the terms of Paragraph 3 of Exhibit F (and other applicable terms of the Agreement) shall apply to such converted Option Units. The Company is authorized in its sole discretion to delay or accelerate the participation, if any, of the Option Units in allocations of Net Income and Net Loss under this Agreement, or to adjust the allocations made under this Agreement, to effectuate the purposes of the economic arrangement contemplated by the parties.
F of the Agreement. Upon the delivery of written notice of such an assignment to the General Partner, each assignee of ECHNLT Units pursuant to the immediately preceding sentence shall be admitted to the Partnership as a Substituted Limited Partner owning the ECHNLT Units so assigned and having all of the rights of a Limited Partner under the Agreement, the First Amendment
F of the Agreement. Section 6.2(f) of the Agreement is hereby deleted in its entirety and the following Section 6.2(f) is inserted in place thereof: So long as Xxxxxxx and its Affiliates Beneficially Own at least 5% of the PLC Common Shares outstanding on a fully diluted basis, PLC shall use its best efforts to ensure that a majority of the Board of Directors is comprised of directors other than U.S. Shareholder-Appointed Directors, unless previously approved in writing by Xxxxxxx so long as it holds Equity Securities.
