Participation. If at any time on or after and except in connection with the exercise of a demand registration pursuant to [Section 2.03] prior to , the Partnership proposes to file a Registration Statement related to an Underwritten Offering, including pursuant to [Section 2.03], then the Partnership shall give not less than four Business Days’ notice (including notification by electronic mail) (the “Piggyback Notice”) of such proposed Underwritten Offering to the BlackRock Purchaser and such Piggyback Notice shall offer the BlackRock Purchaser (on behalf of itself and as representative of the other Holders ) the opportunity to include in such Underwritten Offering up to one-third (including the securities being registered pursuant to [Section 2.03]) of aggregate number of Registrable Securities outstanding as of the latest Closing Date (or such larger number of Registrable Securities to the extent consented to by the Partnership in its sole and absolute discretion) (the “Included Registrable Securities”), as the BlackRock Purchaser may request in writing (a “Piggyback Registration”); provided, however, that the Partnership shall not be required to offer such opportunity # if the BlackRock Purchaser, together with the other Holders, do not offer a minimum of of Registrable Securities, in the aggregate (determined by multiplying the number of Common Unit Registrable Securities owned by the Average VWAP for the 10 Trading Days preceding the date of such notice) or # if the Partnership has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the BlackRock Purchaser and such Holders will have an adverse effect on the price, timing or distribution of the Common Units in such Underwritten Offering, in which case the amount of Registrable Securities to be offered for the accounts of the BlackRock Purchaser and all other Holders shall be determined based on the provisions of [Section 2.02(b)]. Each Piggyback Notice shall be provided to the BlackRock Purchaser on a Business Day pursuant to [Section 3.01] and receipt of such notice shall be confirmed and kept confidential by the BlackRock Purchaser and the Holders (and neither the BlackRock Purchaser nor any other Holder receiving such notice shall purchase or sell Common Units) (provided that any Holder may provide such notice to its personnel, advisors and other representatives on a confidential basis) until either # such proposed
Participation. If at any time on or after and except in connection with the exercise of a demand registration pursuant to [Section 2.03] prior to ,Underwritten Offering has been publicly announced by the Partnership proposes to file a Registration Statement related to an Underwritten Offering, including pursuant to [Section 2.03], thenor # the BlackRock Purchaser has received notice from the Partnership shall give not less than four Business Days’ notice (including notification by electronic mail) (the “Piggyback Notice”) ofthat such proposed Underwritten Offering has been abandoned, which the Partnership shall provide to the BlackRock Purchaser andreasonably promptly after the final decision to abandon a proposed Underwritten Offering has been made. The BlackRock Purchaser will have two Business Days (or one Business Days in connection with any overnight or bought Underwritten Offering) after such Piggyback Notice has been delivered to request in writing (on behalf of itself and/or the Holders) to the Partnership for the inclusion of Registrable Securities in the Underwritten Offering. If no request for inclusion from the BlackRock Purchaser is received by the Partnership within the specified time, neither the BlackRock Purchaser nor any Holder shall offerhave any further right to participate in such Underwritten Offering. If, at any time after giving written notice of the Partnership’s intention to undertake an Underwritten Offering and prior to the pricing of such Underwritten Offering, such Underwritten Offering is terminated or delayed pursuant to the provisions of this Agreement, the Partnership may, at its election, give written notice of such determination to the BlackRock Purchaser (on behalf of itself and/or the Holders) and, # in the case of a termination of such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and # in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. The BlackRock Purchaser (on behalf of itself or any Selling Holder) shall have the right to withdraw the request for inclusion of such Registrable Securities, in whole or in part (subject to the other provisions of this Agreement) in such Underwritten Offering by giving written notice to the Partnership of such withdrawal at least two Business Days prior to the time of pricing of such Underwritten Offering. The BlackRock Purchaser may deliver written notice (a “Piggyback Opt-Out Notice”) to the Partnership requesting that the BlackRock Purchaser not receive notice from the Partnership of any proposed Underwritten Offering; provided, however, that the BlackRock Purchaser may later revoke any such Piggyback Opt-Out Notice in writing. Following receipt of a Piggyback Opt-Out Notice (unless subsequently revoked), the Partnership shall not be required to deliver any notice to the BlackRock Purchaser pursuant to this [Section 2.02(a)] and the BlackRock Purchaser and the Holders shall no longer be entitled to participate in Underwritten Offerings pursuant to this [Section 2.02(a)], unless such Piggyback Opt-Out Notice is subsequently revoked by the BlackRock Purchaser. The BlackRock Purchaser shall have the right (on behalf of itself and the other Holders) to exercise the piggyback registration rights set forth in this [Section 2.02] up to three times, but not more frequently than once in any twelve-month period; provided, however, if the number of Included Registrable Securities included in the Underwritten Offering is reduced by 50% or more, the BlackRock Purchaser (on behalf of itself and as representative of the other Holders ) will have the opportunityright to include inwithdraw from such Underwritten Offering upby delivering written notice to one-third (including the securities being registered pursuantPartnership at least two Business Days prior to [Section 2.03])the time of aggregatepricing of such Underwritten Offering, and such exercise of piggyback registration rights will not decrease the number of Registrable Securities outstanding as of the latest Closing Date (or such larger number of Registrable Securities to the extent consented to by the Partnership in its sole and absolute discretion) (the “Included Registrable Securities”), aspiggyback registrations that the BlackRock Purchaser mayshall have the right to request in writing (a “Piggyback Registration”); provided, however, that the Partnership shall not be required to offer such opportunity # if the BlackRock Purchaser, together with the other Holders, do not offer a minimum of of Registrable Securities, in the aggregate (determined by multiplying the number of Common Unit Registrable Securities owned by the Average VWAP for the 10 Trading Days preceding the date of such notice) or # if the Partnership has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the BlackRock Purchaser and such Holders will have an adverse effect on the price, timing or distribution of the Common Units in such Underwritten Offering, in which case the amount of Registrable Securities to be offered for the accounts of the BlackRock Purchaser and all other Holders shall be determined based on the provisions ofunder this [Section 2.02(b)a)]. Each Piggyback Notice shall be provided to the BlackRock Purchaser on a Business Day pursuant to [Section 3.01] and receipt of such notice shall be confirmed and kept confidential by the BlackRock Purchaser and the Holders (and neither the BlackRock Purchaser nor any other Holder receiving such notice shall purchase or sell Common Units) (provided that any Holder may provide such notice to its personnel, advisors and other representatives on a confidential basis) until either # such proposed
Participation.Priority of Piggyback Registration. If atthe Managing Underwriter or Underwriters of any time on or after and except in connection with the exercise of a demand registration pursuant to [Section 2.03] prior to , the Partnership proposes to file a Registration Statement related to an Underwritten Offering, including pursuant to [Section 2.03], then the Partnership shall give not less than four Business Days’ notice (including notification by electronic mail) (the “Piggyback Notice”) of such proposed Underwritten Offering toadvise the BlackRock Purchaser and such Piggyback Notice shall offerPartnership that the BlackRock Purchaser (on behalftotal amount of itself and as representative of the otherRegistrable Securities that Holders ) the opportunityintend to include in such Underwritten Offering up to one-third (including the securities being registered pursuant to [Section 2.03]) of aggregate number of Registrable Securities outstanding as of the latest Closing Date (or such larger number of Registrable Securities to the extent consented to by the Partnership in its sole and absolute discretion) (the “Included Registrable Securities”), as the BlackRock Purchaser may request in writing (a “Piggyback Registration”); provided, however, that the Partnership shall not be required to offer such opportunity # if the BlackRock Purchaser, together with the other Holders, do not offer a minimum of of Registrable Securities, in the aggregate (determined by multiplyingoffering exceeds the number of Common Unit Registrable Securities owned by the Average VWAP for the 10 Trading Days preceding the date ofthat can be sold in such notice) or # if the Partnership has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the BlackRock Purchaser and such Holders willoffering without being likely to have an adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Partnership shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advise the Partnership can be sold without having such adverse effect, with such number to be allocated # first, to the Common Units proposed to be included in such Underwritten Offering,Offering prior to the delivery by the Partnership of the Piggyback Notice hereunder, unless such Underwritten Offering is undertaken pursuant to the exercise of a Holder’s rights under [Section 2.03] below, in which case the amount of Registrable Securities to be offered for the accounts of the BlackRock Purchaser andallocation between all otherparticipating Holders shall be determined based onas if all such Holders were exercising piggyback registration rights in the provisions of [Section 2.02(b)]. Each Piggyback Notice shall be providedfollowing clause, and # second, pro rata among the Persons who are exercising piggyback registration rights related to the BlackRock Purchaser on a Business Day pursuant to [Section 3.01] and receipt of such notice shall be confirmed and kept confidential by the BlackRock Purchaser and the Holders (and neither the BlackRock Purchaser nor any other Holder receiving such notice shall purchase or sell Common Units) (provided that any Holder may provide such notice to its personnel, advisors and other representatives on a confidential basis) until either # such proposedUnderwritten Offering (based,
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