“Independent Directors" of the Board of Directors of the General Partner shall be individuals who (a) are not (i) a Principal, (ii) a family member of a Principal, (iii} an employee of a Principal or any entity controlled by one or more of the Principals, and (b} meet the definition of “independent director’ set forth in Rule 303A.02 of the New York Stock Exchange Listed Company Manual (as if the General Partner, KUE and each of its Subsidiaries were the ‘listed company”) , including any such individuals appointed by the Investors who otherwise satisfy the requirements of this definition. At the time of the final closing of this offering, the General Partner will have at least two Independent Directors. After the Initial Listing and sc long as consistent with contractual, listing and licensing obligations, a majority of the board of directors of the listed company will be Independent Directors. 14.7. Initial Listing; Initial Listing Process “Initial Listing” means a listing on a recognized international securities exchange with a substantially concurrent underwritten offering generating gross proceeds of U.S. $200 million or more. “Initial Listing’ refers to the Initial Listing of KUE or any successor or any subsidiary of KUE to which substantially all of KUE's assets and liabilities have been transferred or are held. The General Partner may take and cause KUE to take such actions as the General Partner reasonably deems necessary to complete the Initial Listing on the recognized international securities exchange or exchanges selected by the General Partner, including without limitation a restructuring or reorganization or other transaction or asset transfer between or among KUE and any of its subsidiaries. If the Initial Listing involves the listing of shares or other interests of a subsidiary of KUE, in the General Partner's discretion, KUE may (i} retain some or all of KUE’s interest in such subsidiary not sold in connection with the Initial Listing, (ii) distribu