Common use of Qualified MLP IPO Clause in Contracts

Qualified MLP IPO. (a) Subject to Section 10.7(b), the Board (acting with the approval of all Series A-1 Managers in accordance with the proviso at the end of the first sentence of Section 8.2(e)(ii)) may direct the Company (under the supervision and control of the Board) to initiate and complete a MLP IPO on or prior to December 31, 2016 if the IPO Threshold is met (a “Qualified MLP IPO”). The “IPO Threshold” shall mean a MLP IPO that is a Qualified Public Offering and pursuant to which the Fair Market Value of the cash and IPO Securities of the IPO Issuer (i.e., the limited partner interests of the IPO Issuer) to be distributed to the Series A-2 Members in connection with such MLP IPO (together, without duplication, with the Series A-2 Cash Distributions prior to such MLP IPO) are not less than (i) an amount equal to the product of 1.35 multiplied by the aggregate Series A-2 Capital Investments, with respect to a MLP IPO completed on or prior to December 31, 2015, (ii) an amount equal to the product of 1.5 multiplied by the aggregate Series A-2 Capital Investments, with respect to a MLP IPO completed after December 31, 2015 and on or prior to June 30, 2016 or (iii) an amount equal to the product of 1.7 multiplied by the aggregate Series A-2 Capital Investments, with respect to a MLP IPO completed after June 30, 2016 and on or prior to December 31, 2016.