Hydrocarbon or holders affiliated with Hydrocarbon or the Company.
SECTION 1.2
RULES OF CONSTRUCTION. IN
CONSTRUCTING THIS AGREEMENT:
(A) THE WORD "INCLUDES" AND ITS DERIVATIVES MEANS
"INCLUDES, WITHOUT LIMITATION" AND CORRESPONDING DERIVATIVE EXPRESSIONS; (B) THE
CURRENCY AMOUNTS REFERRED TO HEREIN, UNLESS OTHERWISE SPECIFIED, ARE IN UNITED
STATES DOLLARS; (C) WHENEVER THIS AGREEMENT REFERS TO A NUMBER OF DAYS, SUCH
NUMBER SHALL REFER TO CALENDAR DAYS UNLESS BUSINESS DAYS ARE SPECIFIED; (D)
UNLESS OTHERWISE SPECIFIED, ALL REFERENCES IN THIS AGREEMENT TO "ARTICLE,"
"SECTION," "SCHEDULE," "DISCLOSURE SCHEDULE," "EXHIBIT," "PREAMBLE" OR
"RECITALS" SHALL BE REFERENCES TO AN ARTICLE, SECTION, "SCHEDULE," DISCLOSURE
SCHEDULE, EXHIBIT, PREAMBLE OR RECITALS HERETO; AND (E) WHENEVER THE CONTEXT
REQUIRES, THE WORDS USED IN THIS AGREEMENT SHALL INCLUDE THE MASCULINE, FEMININE
AND NEUTER AND SINGULAR AND THE PLURAL.
ARTICLE II
CONTRIBUTION OF CLASS B INTERESTS; CLOSING
SECTION 2.1
CONTRIBUTION OF CLASS B
INTERESTS. UPON THE TERMS AND SUBJECT TO THE CONDITIONS SET FORTH IN THIS
AGREEMENT, AT THE CLOSING (AS DEFINED BELOW), EACH SELLER AGREES, SEVERALLY AND
NOT JOINTLY, TO CONTRIBUTE TO THE BUYER THE CLASS B MEMBERSHIP INTEREST
SPECIFIED ON SCHEDULE 2.1 ATTACHED HERETO AS OWNED BY SUCH SELLER, AND THE BUYER
AGREES TO ACCEPT THE CONTRIBUTION OF EACH SUCH CLASS B MEMBERSHIP INTEREST FROM
EACH SELLER AND (A) PAY TO EACH
5
SELLER THE AMOUNT IN CASH AND (B) ISSUE TO EACH SELLER THE NUMBER OF COMMON
UNITS, IN EACH CASE, SET FORTH OPPOSITE THE NAME OF SUCH SELLER ON SCHEDULE 2.1
ATTACHED HERETO.
SECTION 2.2
CLOSING. THE CLOSING OF THE
CONTRIBUTION OF THE CLASS B MEMBERSHIP INTERESTS PURSUANT TO THIS AGREEMENT (THE
"CLOSING") SHALL TAKE PLACE CONCURRENTLY WITH THE CLOSING OF THE MERGER, SUBJECT
TO SATISFACTION OR WAIVER OF ALL OF THE CONDITIONS TO EACH OF THE RESPECTIVE
PARTIES' OBLIGATIONS TO CONSUMMATE THE CONTRIBUTION OF THE CLASS B MEMBERSHIP
INTEREST HEREUNDER (SUCH DATE, THE "CLOSING DATE"); PROVIDED, THAT THE BUYER
SHALL HAVE GIVEN THE SELLERS THREE (3) BUSINESS DAYS (OR SUCH SHORTER PERIOD AS
SHALL BE AGREEABLE TO THE PARTIES) PRIOR WRITTEN NOTICE OF SUCH DESIGNATED
CLOSING DATE. THE CLOSING SHALL TAKE PLACE AT THE OFFICES OF HOGAN & HARTSON
LLP, 1200 SEVENTEENTH STREET, SUITE 1500, DENVER, COLORADO 80202.
SECTION 2.3
SELLERS' CLOSING DELIVERIES. AT
THE CLOSING, EACH OF THE SELLERS SHALL DELIVER, OR CAUSE TO BE DELIVERED, TO THE
BUYER THE FOLLOWING:
(A)
A DULY EXECUTED ASSIGNMENT IN SUBSTANTIALLY
THE FORM ATTACHED HERETO AS EXHIBIT A, TRANSFERRING THE CLASS B MEMBERSHIP
INTEREST OF SUCH SELLER;
(B)
A CLOSING CERTIFICATE, SUBSTANTIALLY IN THE
FORM ATTACHED AS EXHIBIT B, DULY EXECUTED BY, OR ON BEHALF OF, SUCH SELLER;
(C)
A FIRPTA CERTIFICATE, IN THE FORM ATTACHED
HERETO AS EXHIBIT C DULY EXECUTED BY, OR ON BEHALF OF, SUCH SELLER (I) STATING
THAT SUCH SELLER IS NOT A FOREIGN INDIVIDUAL, FOREIGN CORPORATION, FOREIGN
PARTNERSHIP, FOREIGN TRUST OR FOREIGN ESTATE, (II) PROVIDING SUCH SELLER'S U.S.
EMPLOYER IDENTIFICATION NUMBER AND (III) PROVIDING SUCH SELLER'S ADDRESS;
(D)
THE REGISTRATION RIGHTS AGREEMENT, IN THE
FORM ATTACHED HERETO AS EXHIBIT E DULY EXECUTED