Retraction Notice. At any time after delivery of the Exchange Notice and no later than the Business Day prior to the Exchange Date or as otherwise agreed between New Mountain Finance and such Exchanging Member, the Exchanging Member may retract its Exchange Notice by giving written notice (the “Retraction Notice”) to New Mountain Finance (with a copy to the Company). The timely delivery of a Retraction Notice shall terminate all of the Exchanging Member’s, Company’s and New Mountain Finance’s rights and obligations under this Section 9.1 arising from such Exchange Notice. If the Exchanging Member has advised New Mountain Finance that it intends to sell the related shares of New Mountain Finance Common Stock in an Underwritten Resale, and either the Exchanging Member reasonably determines that market conditions with respect to New Mountain Finance Common Stock make it inadvisable to proceed with the Underwritten Resale or the managing underwriter for the Underwritten Resale advises the Exchanging Member and New Mountain Finance that the managing underwriter does not intend to close the sale of such shares in the Underwritten Resale, the Exchanging Member may terminate the Exchange Notice (the “Termination Notice”) at any time prior to the Exchange Date by giving notice to New Mountain Finance (with a copy to the Company) prior to the Exchange Date. All of New Mountain Finance’s and the Company’s rights and obligations arising from the Exchange Notice shall terminate if the Exchanging Member timely delivers a Retraction Notice or a Termination Notice as provided in this Section 9.1(b).
Retraction Notice. An Exchanging Holder wishing to retract must retract at least fifty percent (50%) of its Exchangeable Units that were the subject of the retracted Elective Exchange Notice. If the revised Elective Exchange Notice does not satisfy the Minimum Exchangeable Amount, the Exchanging Holder will be deemed to retract the full amount of Exchangeable Units that were the subject of the retracted Elective Exchange Notice. An Exchanging Holder’s delivery of a Retraction Notice shall be irrevocable and shall terminate all of the Exchanging Holder’s, Company’s, and Manager’s rights and obligations with respect to the Retracted Units, and all actions taken to effect the Elective Exchange contemplated by that retracted Elective Exchange Notice shall be deemed rescinded and void with respect to the Retracted Units. Subject to the applicable Minimum Exchangeable Amount and Maximum Exchangeable Amount, if any, if a Retraction Notice does not retract all of the Exchangeable Units that were the subject of an Elective Exchange Notice, the Exchangeable Units that are not Retracted Units will be exchanged on the relevant Quarterly Exchange Date.
Retraction Notice. At any time after delivery of the Redemption Notice and no later than three (3) Business Days prior to the Redemption Date or as otherwise agreed between the Company and such Redeeming Member, the Redeeming Member may retract its Redemption Notice by giving written notice (the "Retraction Notice") to the Company (with a copy to CPE). The timely delivery of a Retraction Notice shall terminate all of the Redeeming Member's, Company's and CPE's rights and obligations under this Section 10.2 arising from such Redemption Notice.
Retraction Notice. Holdings may retract its Elective Exchange Notice, in whole or in part, by delivering written notice no later than the Retraction Deadline (a “Retraction Notice”) to the Partnership (with a copy to the General Partner). Holdings’ delivery of a Retraction Notice shall be irrevocable and, to the extent specified in such Retraction Notice, shall terminate Holdings’, the Partnership’s, and the General Partner’s rights and obligations with respect to the Exchangeable Interests being withdrawn from the applicable Elective Exchange, and all actions taken to effect the Elective Exchange contemplated by that retracted Elective Exchange Notice with respect to such Exchangeable Interests being withdrawn from the applicable Elective Exchange shall be deemed rescinded and void.
Retraction Notice. An Exchanging Holder’s delivery of a Retraction Notice shall be irrevocable and shall terminate all of the Exchanging Holder’s, Company’s, and Managing Member’s rights and obligations with respect to the Retracted Units, and all actions taken to effect the Elective Exchange contemplated by that retracted Elective Exchange Notice shall be deemed rescinded and void with respect to the Retracted Units.
Retraction Notice. Xxxxxxx Royalty Partners, LP 000 Xxxxxx Xxxxxx, Suite 810 Fort Worth, TX 76102 Email: xxxxx@xxxxxxxxx.xxx Attention: X. Xxxxx Xxxxxxx and Xxxxxxx Royalty Operating, LLC c/x Xxxxxxx Royalty Partners, LP 000 Xxxxxx Xxxxxx, Suite 810 Fort Worth, TX 76102 Email: xxxxx@xxxxxxxxx.xxx Attention: X. Xxxxx Xxxxxxx [·], 20 Re: Retraction Notice Pursuant to Exchange Agreement Ladies and Gentlemen: Reference is made to that certain Exchange Agreement, dated as of [·], 2018 (as amended, restated, supplemented, waived or otherwise modified from time to time, the "Exchange Agreement"), by and among (i) Xxxxxxx Royalty Partners, LP, a Delaware limited partnership (the "Partnership"); (ii) Xxxxxxx Royalty GP, LLC, a Delaware limited liability company; (iii) Xxxxxxx Royalty Operating, LLC, a Delaware limited liability company (the "Operating Company"); (iv) the Xxxxxxx Art Foundation, a Texas non-profit corporation; (v) Xxxxxxxx Minerals & Royalties, LLC, a Delaware limited liability company; (vi) EIGF Aggregator III LLC, a Delaware limited liability company; (vii) TE Drilling Aggregator LLC, a Delaware limited liability company; and (viii) Xxxxxxxx Management, LLC, a Texas limited liability company (each of (iv)-(viii), a "Participating Holder"). Capitalized terms used in this Retraction Notice but not otherwise defined in this Retraction Notice shall have the respective meanings assigned to such terms in the Exchange Agreement. Pursuant to Section 2.1(a)(ii) of the Exchange Agreement, the undersigned Participating Holder hereby exercises its right to retract the previously delivered Notice of Redemption, dated as of [·], 20 and notifies the Partnership and the Operating Company of the same. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK] Sincerely, PARTICIPATING HOLDER [·] By: Name: Title: EXHIBIT C Form of Settlement Method Notice [Exhibit C] C-C-1 SETTLEMENT METHOD NOTICE [Participating Holder] [·] [·] Email: [·] Attention: [·] [·], 20 Re: Notice of Settlement Method Pursuant to Exchange Agreement Ladies and Gentlemen: Reference is made to that certain Exchange Agreement, dated as of [·], 2018 (as amended, restated, supplemented, waived or otherwise modified from time to time, the "Exchange Agreement"), by and among (i) Xxxxxxx Royalty Partners, LP, a Delaware limited partnership (the "Partnership"); (ii) Xxxxxxx Royalty GP, LLC, a Delaware limited liability company; (iii) Xxxxxxx Royalty Operating, LLC, a Delaware limited liability company (the "Operating Comp...
Retraction Notice. The delivery of a Retraction Notice shall terminate all of the Exchanging Member’s, the Corporation’s and OpCo’s rights and obligations under this Article II arising from such retracted Exchange Notice (but not, for the avoidance of doubt, from any Exchange Notice not retracted or that may be delivered in the future); provided that, an Exchanging Member may deliver a Retraction Notice only once in every twelve (12)-month period (and any additional Retraction Notice delivered by such Exchanging Member within such twelve (12)-month period shall be deemed null and void ab initio and ineffective with respect to the revocation of the Exchange specified therein).
