Common use of Redemption of Units Clause in Contracts

Redemption of Units. (a) (i) Upon the terms and subject to the conditions set forth in this Section 3.6, each of the Members (other than PubCo and its wholly-owned Subsidiaries) (the “Redeeming Member”) shall be entitled to cause the Company to redeem all or a portion of such Member’s Units (together with the transfer and surrender of the same number of shares of Class B Common Stock) for an equivalent number of shares of Class A Common Stock (a “Redemption”) or, at the Company’s election made in accordance with Section 3.6(a)(iv), cash equal to the Cash Election Amount calculated with respect to such Redemption. A Redeeming Member shall be permitted to effect a Redemption of Units no more frequently than once per calendar quarter. The Managing Member may, in its discretion, adopt a policy to limit quarterly exchanges to a particular period during each quarter. With respect to each Redemption, a Redeeming Member shall be required to redeem at least a number of Units equal to the lesser of (A) 2,500 Units and (B) All Owned Units (excluding, for this purpose only, HoldCo Units not eligible for redemption pursuant to the terms of the A&R HoldCo Agreement at the time of the relevant Redemption). Notwithstanding the preceding clause (A) of this Section 3.6(a)(i), with respect to each Redemption, if the Redeeming Member is any of Xxxxxx Investment Company, Xxxxx Xxxxxx, Xxxx Xxxxxx, Xxxxxx Xxxxxx, Cadent Energy Partners II, L.P. (or any affiliated funds or investment vehicles managed by Cadent Energy Partners, LLC) or Xxx Xxxxxx, such Redeeming Member shall be required to redeem at least a number of Units equal to the lesser of 10,000 Units and All Owned Units, and if the Redeeming Member is a Former A-1 Unitholder, such Redeeming Member shall be required to redeem at least a number of Units equal to the lesser of 1,000 Units and All Owned Units (excluding, for this purpose only, HoldCo Units not eligible for redemption pursuant to the terms of the A&R HoldCo Agreement at the time of the relevant Redemption). Notwithstanding the foregoing, subject to Section 3.6(j) and Section 3.6(k), a Redeeming Member may exercise its redemption right with respect to All Owned Units of such Member or at least 1,000,000 Units at any time. Upon the Redemption of all of a Member’s Units, such Member shall, for the avoidance of doubt, cease to be a Member of the Company.

Redemption of Units. (a) (i) Upon the terms and subject to the conditions set forth in this Section 3.6, each of the Members (other than any Members that are part of the PubCo and its wholly-owned SubsidiariesHoldings Group) (the “Redeeming Member”) shall be entitled to cause the Company to redeem all or a portion of such Member’s Units (together with the transfer and surrender of the same number of shares of Class B Common Stock) for an equivalent number of shares of Class A Common Stock (a “Redemption”) or, at the Company’s election made in accordance with Section 3.6(a)(iv), cash equal to the Cash Election Amount calculated with respect to such Redemption. A Redeeming Member shall be permitted to effect a Redemption of Units no more frequently than once per calendar quarter. The Managing Member may, in its discretion, adopt a policy to limit quarterly exchanges to a particular period during each quarter. With respect to each Redemption, a Redeeming Member shall be required to redeem at least a number of Units equal to the lesser of (A) 2,500 Units and (B) All Owned Units (excluding, for this purpose only, HoldCo Units not eligible for redemption pursuant to the terms of the A&R HoldCo Agreement at the time of the relevant Redemption). Notwithstanding the preceding clause (A) of this Section 3.6(a)(i), with respect to each Redemption, if the Redeeming Member is any of Xxxxxx Investment Company, Xxxxx Xxxxxx, Xxxx Xxxxxx, Xxxxxx Xxxxxx, Cadent Energy Partners II, L.P. (or any affiliated funds or investment vehicles managed by Cadent Energy Partners, LLC) Xxxxxx or Xxx Xxxxxx, such Redeeming Member shall be required to redeem at least a number of Units equal to the lesser of 10,000 Units and All Owned Units, and if the Redeeming Member is a Former A-1 Unitholder, such Redeeming Member shall be required to redeem at least a number of Units equal to the lesser of 1,000 Units and All Owned Units (excluding, for this purpose only, HoldCo Units not eligible for redemption pursuant to the terms of the A&R HoldCo Agreement at the time of the relevant Redemption). Notwithstanding the foregoing, subject to Section 3.6(j) and Section 3.6(k), a Redeeming Member may exercise its redemption right with respect to All Owned Units of such Member or at least 1,000,000 Units at any time. Upon the Redemption of all of a Member’s Units, such Member shall, for the avoidance of doubt, cease to be a Member of the Company.

Redemption of Units. (a) (i) Upon the terms and subject to the conditions set forth in this Section 3.64.6, each of the Members (other than PubCo and its wholly-wholly owned Subsidiaries) (the “Redeeming Member”) shall be entitled entitled, from time to time, to cause the Company to redeem all or a portion of such Member’s Units (together with the transfer surrender and surrender delivery of the same number of shares of Class B Common Stock) for an equivalent number of shares of Class A Common Stock (a “Redemption”) or, at the Company’s election made in accordance with Section 3.6(a)(iv4.6(a)(iii), cash equal to the Cash Election Amount calculated with respect to such Redemption. A Absent the prior written consent of the Managing Member, with respect to each Redemption of 250,000 Units or less, a Redeeming Member shall be (A) required to redeem at least a number of Units equal to the lesser of 250,000 Units and all of the Units then held by such Redeeming Member and (B) permitted to effect a Redemption of Units no more frequently than once per calendar quarter; except such limitations shall not apply with respect to any sales of Class A Common Stock pursuant to a trading plan adopted pursuant to Rule 10b5-1 of the Exchange Act by a Major Member with respect to the Class A Common Stock if the Managing Member approved such trading plan for purposes of this Agreement in advance of its adoption (or amendment, if applicable); provided that such approval shall not be unreasonably withheld, conditioned or delayed unless the Managing Member determines, in its sole discretion, that approval is subject to the Redemption Limits. The In addition, the Managing Member may, in its discretion, adopt a policy to limit quarterly exchanges Redemptions of 250,000 Units or less to a particular period during each quarter. With ; except such limitations shall not apply with respect to each Redemption, any sales of Class A Common Stock pursuant to a Redeeming trading plan adopted pursuant to Rule 10b5-1 of the Exchange Act by a Major Member shall be required to redeem at least a number of Units equal with respect to the lesser Class A Common Stock if the Managing Member approved such trading plan for purposes of this Agreement in advance of its adoption (A) 2,500 Units and (B) All Owned Units (excludingor amendment, for this purpose onlyif applicable); provided that such approval shall not be unreasonably withheld, HoldCo Units not eligible for redemption pursuant conditioned or delayed unless the Managing Member determines, in its sole discretion, that approval is subject to the terms of the A&R HoldCo Agreement at the time of the relevant Redemption)Redemption Limits. Notwithstanding the preceding clause (A) of this Section 3.6(a)(i)foregoing, with respect to each Redemption, if the Redeeming Member is any redemption of Xxxxxx Investment Company, Xxxxx Xxxxxx, Xxxx Xxxxxx, Xxxxxx Xxxxxx, Cadent Energy Partners II, L.P. (or any affiliated funds or investment vehicles managed by Cadent Energy Partners, LLC) or Xxx Xxxxxx, such Redeeming Member shall be required to redeem at least a number of Units equal to the lesser of 10,000 Units and All Owned more than 250,000 Units, and if the Redeeming Member is a Former A-1 Unitholder, such Redeeming Member shall be required to redeem at least a number of Units equal to the lesser of 1,000 Units and All Owned Units (excluding, for this purpose only, HoldCo Units not eligible for redemption pursuant to the terms of the A&R HoldCo Agreement at the time of the relevant Redemption). Notwithstanding the foregoing, subject to Section 3.6(j) and Section 3.6(k), a Redeeming Member may exercise its redemption right with respect redeem more than once per calendar quarter, subject to All Owned Units of such any additional limitations and restrictions on Redemptions imposed by the Managing Member or at least 1,000,000 Units at any timepursuant to the Redemption Limits in Section 4.6(j). Upon the Redemption of all of a Member’s Units, such Member shall, for the avoidance of doubt, cease to be a Member of the Company.

Redemption of Units. (a) (i) Upon the terms and subject to the conditions set forth in this Section 3.6, each of the Members (other than any Members that are part of the PubCo and its wholly-owned SubsidiariesHoldings Group) (the “Redeeming Member”) shall be entitled to cause the Company to redeem all or a portion of such Member’s Units (together with the transfer and surrender of the same number of shares of Class B Common Stock) for an equivalent number of shares of Class A Common Stock (a “Redemption”) or, at the Company’s election made in accordance with Section 3.6(a)(iv), cash equal to the Cash Election Amount calculated with respect to such Redemption. A Redeeming Member shall be permitted to effect a Redemption of Units no more frequently than once per calendar quarter. The Managing Member may, in its discretion, adopt a policy to limit quarterly exchanges to a particular period during each quarter. With respect to each Redemption, a Redeeming Member shall be required to redeem at least a number of Units equal to the lesser of (A) 2,500 Units and (B) All Owned Units (excluding, for this purpose only, HoldCo Units not eligible for redemption pursuant to the terms of the A&R HoldCo Agreement at the time of the relevant Redemption). Notwithstanding the preceding clause (A) of this Section 3.6(a)(i), with respect to each Redemption, if the Redeeming Member is any of Xxxxxx Bxxxxx Investment Company, Xxxxx Sxxxx Xxxxxx, Xxxx Jxxx Xxxxxx, Sxxxxx Xxxxxx Xxxxxx, Cadent Energy Partners II, L.P. (or any affiliated funds or investment vehicles managed by Cadent Energy Partners, LLC) or Xxx Lxx Xxxxxx, such Redeeming Member shall be required to redeem at least a number of Units equal to the lesser of 10,000 Units and All Owned Units, and if the Redeeming Member is a Former A-1 Unitholder, such Redeeming Member shall be required to redeem at least a number of Units equal to the lesser of 1,000 Units and All Owned Units (excluding, for this purpose only, HoldCo Units not eligible for redemption pursuant to the terms of the A&R HoldCo Agreement at the time of the relevant Redemption). Notwithstanding the foregoing, subject to Section 3.6(j) and Section 3.6(k), a Redeeming Member may exercise its redemption right with respect to All Owned Units of such Member or at least 1,000,000 Units at any time. Upon the Redemption of all of a Member’s Units, such Member shall, for the avoidance of doubt, cease to be a Member of the Company.