Common use of Right to Acquire Limited Partner Interests Clause in Contracts

Right to Acquire Limited Partner Interests. (a) Notwithstanding any other provision of this Agreement, if at any time not more than 20% of the total Limited Partner Interests of any class then Outstanding is held by Persons other than the General Partner and its Affiliates (other than, in the case of Series A Preferred Units, any such Affiliates that are Series A Purchasers as of the Series A Issuance Date), the General Partner shall then have the right, which right it may assign and transfer in whole or in part to the Partnership or any Affiliate of the General Partner, exercisable in its sole discretion, to purchase all, but not less than all, of such Limited Partner Interests of such class then Outstanding held by Persons other than the General Partner and its Affiliates, at the greater of (x) the Current Market Price as of the date three days prior to the date that the notice described in Section 15 is mailed and (y) the highest price paid by the General Partner or any of its Affiliates for any such Limited Partner Interest of such class purchased during the 90-day period preceding the date that the notice described in Section 15.1(b) is mailed. As used in this Agreement, (i) “

Right to Acquire Limited Partner Interests. (a) Notwithstanding any other provision of this Agreement, if at any time not more than 20% of the total Limited Partner Interests of any class then Outstanding Outstanding, other than the Class A Units or Class B Units, is held by Persons other than the Managing General Partner and its Affiliates (other than, in the case of Series A Preferred Units, any such Affiliates that are Series A Purchasers as of the Series A Issuance Date)Affiliates, the Managing General Partner shall then have the right, which right it may assign and transfer in whole or in part to the Partnership or any Affiliate of the Managing General Partner, exercisable in its sole discretion, to purchase all, but not less than all, of such Limited Partner Interests of such class then Outstanding held by Persons other than the Managing General Partner and its Affiliates, at the greater of (x) the Current Market Price as of the date three days prior to the date that the notice described in Section 15 15.1 is mailed and (y) the highest price paid by the a General Partner or any of its Affiliates for any such Limited Partner Interest of such class purchased during the 90-day period preceding the date that the notice described in Section 15.1(b) is mailed. As used in this Agreement, (i) “

Right to Acquire Limited Partner Interests. (a) Notwithstanding any other provision of this Agreement, if at any time not the General Partner and its Affiliates hold more than 2080% of the total Limited Partner Interests of any class then Outstanding is held by Persons other than the General Partner and its Affiliates (other than, in the case of Series A Preferred Units, any such Affiliates that are Series A Purchasers as of the Series A Issuance Date)Outstanding, the General Partner shall then have the right, which right it may assign and transfer in whole or in part to the Partnership or any Affiliate of the General Partner, ENCORE ENERGY PARTNERS LP SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP 90 exercisable in at its sole discretionoption, to purchase all, but not less than all, of such Limited Partner Interests of such class then Outstanding held by Persons other than the General Partner and its Affiliates, at the greater of (x) the Current Market Price as of the date three days prior to the date that the notice described in Section 15 15.1(b) is mailed and (y) the highest price paid by the General Partner or any of its Affiliates for any such Limited Partner Interest of such class purchased during the 90-day period preceding the date that the notice described in Section 15.1(b) is mailed. As used in this Agreement, (i) “.

Right to Acquire Limited Partner Interests. (a) Notwithstanding any other provision of this Agreement, if at any time not more (1) less than 2010% of the total Limited Partner Interests of any class then Outstanding (other than Special Voting Units) is held by Persons other than the General Partner and its Affiliates Affiliates, or (other than2) the Partnership is required to register as an investment company under the U.S. Investment Company Act of 1940, in the case of Series A Preferred Units, any such Affiliates that are Series A Purchasers as of the Series A Issuance Date)amended, the General Partner shall then have the right, which right it may assign and transfer in whole or in part to the Partnership or any Affiliate of the General Partner, exercisable in its sole discretion, to purchase all, but not less than all, of such Limited Partner Interests of such class then Outstanding held by Persons other than the General Partner and its Affiliates, at the greater of (x) the Current Market Price as of the date three days prior to the date that the notice described in Section 15 15.1(b) is mailed and (y) the highest price paid by the General Partner or any of its Affiliates acting in concert with the Partnership for any such Limited Partner Interest of such class purchased during the 90-day period preceding the date that the notice described in Section 15.1(b) is mailed. As used in this Agreement, (i) “

Right to Acquire Limited Partner Interests. (a) Notwithstanding any other provision of this Agreement, if at any time not more (1) less than 2010% of the total Limited Partner Interests of any class then Outstanding (other than Special Voting Units) is held by Persons other than the General Partner and its Affiliates Partner, the Holdco Members or their respective Affiliates, or (other than, in 2) the case Partnership is required to register as an investment company under the U.S. Investment Company Act of Series A Preferred Units, any such Affiliates that are Series A Purchasers as of the Series A Issuance Date)1940, the General Partner shall then have the right, which right it may assign and transfer in whole or in part to the Partnership or any Affiliate of the General Partner, exercisable in its sole discretion, to purchase all, but not less than all, of such Limited Partner Interests of such class then Outstanding held by Persons other than the General Partner and its Affiliates, at the greater of (x) the Current Market Price as of the date three days prior to the date that the notice described in Section 15 15.1(b) is mailed and (y) the highest price paid by the General Partner or any of its Affiliates acting in concert with the Partnership for any such Limited Partner Interest of such class purchased during the 90-day period preceding the date that the notice described in Section 15.1(b) is mailed. As used in this Agreement, (i) “.

Right to Acquire Limited Partner Interests. (a) Notwithstanding any other provision of this Agreement, if at any time not more (1) less than 2010% of the total Limited Partner Interests of any class then Outstanding (other than Special Voting Units and Preferred Units) is held by Persons other than the General Partner and its Affiliates Affiliates, or (other than2) the Partnership is required to register as an investment company under the U.S. Investment Company Act of 1940, in the case of Series A Preferred Units, any such Affiliates that are Series A Purchasers as of the Series A Issuance Date)amended, the General Partner shall then have the right, which right it may assign and transfer in whole or in part to the Partnership or any Affiliate of the General Partner, exercisable in its sole discretion, to purchase all, but not less than all, of such Limited Partner Interests of such class then Outstanding held by Persons other than the General Partner and its Affiliates, at the greater of (x) the Current Market Price as of the date three days prior to the date that the notice described in Section 15 15.1(b) is mailed and (y) the highest price paid by the General Partner or any of its Affiliates acting in concert with the Partnership for any such Limited Partner Interest of such class purchased during the 90-day period preceding the date that the notice described in Section 15.1(b) is mailed. As used in this Agreement, (i) “

Right to Acquire Limited Partner Interests. (a) Notwithstanding any other provision of this Agreement, if at any time not more than 20% of the total Limited Partner Interests of any class then Outstanding Outstanding, other than the Class A Units or Class B Units, is held by Persons other than the Managing General Partner and its Affiliates (other than, in the case of Series A Preferred Units, any such Affiliates that are Series A Purchasers as of the Series A Issuance Date)Affiliates, the Managing General Partner shall then have the right, which right it may assign and transfer in whole or in part to the Partnership or any Affiliate of the Managing General Partner, exercisable in its sole discretion, to purchase all, but not less than all, of such Limited Partner Interests of such class then Outstanding held by Persons other than the Managing General Partner and its Affiliates, at the greater of (x) the Current Market Price as of the date three days prior to the date that the notice described in Section 15 15.1 is mailed and (y) the highest price paid by the a General Partner or any of its Affiliates for any such Limited Partner Interest of such class purchased during the 90-day period preceding the date that the notice described in Section 15.1(b) is mailed. As used in this Agreement, (i) “Current Market Price” as of any date

Right to Acquire Limited Partner Interests. (a) Notwithstanding any other provision of this Agreement, if at any time not more (1) less than 2010% of the total Limited Partner Interests of any class then Outstanding (other than Special Voting Shares and Preferred Shares) is held by Persons other than the General Partner and its Affiliates Partner, the Holdco Members or their respective Affiliates, or (other than, in 2) the case Company is required to register as an investment company under the U.S. Investment Company Act of Series A Preferred Units, any such Affiliates that are Series A Purchasers as of the Series A Issuance Date)1940, the General Partner shall then have the right, which right it may assign and transfer in whole or in part to the Partnership Company or any Affiliate of the General Partner, exercisable in its sole discretion, to purchase all, but not less than all, of such Limited Partner Interests of such class then Outstanding held by Persons other than the General Partner and its Affiliates, at the greater of (x) the Current Market Price as of the date three days prior to the date that the notice described in Section 15 15.1(b) is mailed and (y) the highest price paid by the General Partner or any of its Affiliates acting in concert with the Company for any such Limited Partner Interest of such class purchased during the 90-day period preceding the date that the notice described in Section 15.1(b) is mailed. As used in this Agreement, (i) “.

Right to Acquire Limited Partner Interests. (a) Notwithstanding any other provision of this Agreement, if at any time not more (1) less than 2010% of the total Limited Partner Interests of any class then Outstanding (other than Special Voting Units and Preferred Units) is held by Persons other than the General Partner and its Affiliates Partner, the Holdco Members or their respective Affiliates, or (other than, in 2) the case Partnership is required to register as an investment company under the U.S. Investment Company Act of Series A Preferred Units, any such Affiliates that are Series A Purchasers as of the Series A Issuance Date)1940, the General Partner shall then have the right, which right it may assign and transfer in whole or in part to the Partnership or any Affiliate of the General Partner, exercisable in its sole discretion, to purchase all, but not less than all, of such Limited Partner Interests of such class then Outstanding held by Persons other than the General Partner and its Affiliates, at the greater of (x) the Current Market Price as of the date three days prior to the date that the notice described in Section 15 15.1(b) is mailed and (y) the highest price paid by the General Partner or any of its Affiliates acting in concert with the Partnership for any such Limited Partner Interest of such class purchased during the 90-day period preceding the date that the notice described in Section 15.1(b) is mailed. As used in this Agreement, (i) “.

Right to Acquire Limited Partner Interests. (a) Notwithstanding any other provision of this AgreementAgreement except Section 5.11(b)(vii), if at any time not the General Partner and its Affiliates hold more than 2080% of the total Limited Partner Interests of any class then Outstanding is held by Persons other than the General Partner and its Affiliates (other than, in the case of Series A Preferred Units, any such Affiliates that are Series A Purchasers as of the Series A Issuance Date)Outstanding, the General Partner shall then have the right, which right it may assign and transfer in whole or in part to the Partnership or any Affiliate of the General Partner, exercisable in its sole discretion, to purchase all, but not less than all, of such Limited Partner Interests (but excluding the Series A Preferred Units, which are subject to Section 5.11(b)(vii)) of such class then Outstanding held by Persons other than the General Partner and its Affiliates, at the greater of (x) the Current Market Price as of the date three days prior to the date that the notice described in Section 15 15.1(b) is mailed and (y) the highest price paid by the General Partner or any of its Affiliates for any such Limited Partner Interest of such class purchased during the 90-day period preceding the date that the notice described in Section 15.1(b) is mailed. As used in this AgreementDOMINION MIDSTREAM PARTNERS, (i) “LP SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP

Right to Acquire Limited Partner Interests. (a) Notwithstanding any other provision of this AgreementAgreement except Section 5.11(b)(vii), if at any time not the General Partner and its Affiliates hold more than 2080% of the total Limited Partner Interests of any class then Outstanding is held by Persons other than the General Partner and its Affiliates (other than, in the case of Series A Preferred Units, any such Affiliates that are Series A Purchasers as of the Series A Issuance Date)Outstanding, the General Partner shall then have the right, which right it may assign and transfer in whole or in part to the Partnership or any Affiliate of the General Partner, exercisable in its sole discretion, to purchase all, but not less than all, of such Limited Partner Interests (but excluding the Series A Preferred Units, which are subject to Section 5.11(b)(vii)) of such class then Outstanding held by Persons other than the General Partner and its Affiliates, at the greater of (x) the Current Market Price as of the date three days prior to the date that the notice described in Section 15 15.1(b) is mailed and (y) the highest price paid by the General Partner or any of its Affiliates for any such Limited Partner Interest of such class purchased during the 90-day period preceding the date that the notice described in Section 15.1(b) is mailed. As used in this AgreementDOMINION ENERGY MIDSTREAM PARTNERS, (i) “LP FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP