Common use of Conduct Pending the Closing Clause in Contracts

Conduct Pending the Closing. Except as otherwise expressly contemplated by this Agreement, the ACMP Subscription Agreement or with the prior written consent of the Buyer, from the date hereof until the Closing or termination of this Agreement as provided in Article X, the Sellers shall not: (a) vote any of the Subject Interests in favor of: (i) any amendment to the Current Partnership Agreement; (ii) any amendment of the Current AMV Agreement; (iii) any Merger Agreement or Plan of Conversion (as such terms are defined in the Partnership Agreement); (iv) any election to dissolve the Partnership or (v) issuing any shares of capital stock, options, warrants, convertible securities or other rights of any kind to acquire any such shares or any other equity or ownership interest of AMV or the General Partner; (b) transfer, sell, pledge, encumber or dispose of the Subject Interests; (c) amend or otherwise change its certificate of incorporation or bylaws or equivalent Organizational Documents of the Sellers in any manner that would adversely affect or impede the ability of the Sellers to consummate the transactions contemplated by this Agreement or any other Transaction Document; (d) (i) sell or dispose of shares of capital stock, options, warrants, convertible securities or other rights of any kind to acquire any such shares, or any other equity or ownership interest in the General Partner, AMV, or the Partnership, (ii) permit the issuance, sale, pledge or disposal of shares of partnership interests, partnership units, membership interests, membership units, capital stock, options, warrants, convertible securities or other rights of any kind to acquire any such interests, units, stock, shares or any other equity or ownership interest in the General Partner, AMV or the Partnership, except (1) in connection with the ACMP Equity Issuance or the Public Equity Offering or (2) any equity issuances to employees in the ordinary course of business (and as otherwise previously disclosed to the Buyer) or (iii) take any action intended to subject any shares of partnership interests, partnership units, membership interests, membership units, capital stock, options, warrants, convertible securities or other rights of any kind to acquire any such interests, units, stock, shares, or any other equity or ownership in the General Partner, AMV or the Partnership to any Encumbrance (other than Encumbrances pursuant to the Public Equity Offering, the Transaction Documents or the ACMP Subscription Agreement); (e) agree to take any action prohibited by this Section 6.02; or (f) to the extent the Sellers have the right to consent to such actions under the Current AMV Agreement and the Current GP Agreement, consent to an Acquired Company taking, or permit any director on the board of directors of the General Partner employed by Global Infrastructure Management, LLC or any of its Affiliates, subject to the fiduciary duties of such director, to consent to the Acquired Companies taking, any action prohibited by the ACMP Subscription Agreement, including Section 5.2 thereof.

Conduct Pending the Closing. (a) Except as otherwise expressly contemplated by this Agreement, the ACMP Subscription Agreement or with the prior written consent of the Buyer, from the date hereof until the Closing or termination of this Agreement as provided in Article X, the Sellers shall not: (ai) vote any of the Subject Interests in favor of: (iA) any amendment to the Current Partnership Agreement; (iiB) any amendment of the Current GP Agreement; (C) any amendment of the AMV Agreement; (iiiD) any Merger Agreement or Plan of Conversion (as such terms are defined in the Partnership Agreement); (ivE) any election to dissolve the Partnership Partnership; or (vF) issuing any shares of capital stock, options, warrants, convertible securities or other rights of any kind to acquire any such shares or any other equity or ownership interest of AMV or AMV, the General Partner, the Partnership, or any of their Subsidiaries; (bii) directly or indirectly transfer, sell, pledge, encumber or dispose of the Subject InterestsInterests (for the avoidance of doubt, without restricting any transfer, sale, pledge, encumbrance, or disposal of the equity interests of any of the Sellers or any of their direct or indirect equity holders) ; (ciii) amend or otherwise change its the certificate of incorporation or bylaws or equivalent Organizational Documents of the Sellers in any manner that would adversely affect or impede the ability of the Sellers to consummate the transactions contemplated by this Agreement or any other Transaction Document; (div) (iA) sell directly or indirectly transfer, sell, pledge, encumber or dispose of shares of capital stock, options, warrants, convertible securities or other rights of any kind to acquire any such shares, or any other equity or ownership interest in the General Partner, AMV, or the Partnership, or any of their Subsidiaries (iifor the avoidance of doubt, without restricting any transfer, sale, pledge, encumbrance or disposal of the equity interests of any of the Sellers or any of their direct or indirect equity holders); (B) permit vote in favor of or consent to the issuance, sale, pledge or disposal of shares of partnership interests, partnership units, membership interests, membership units, capital stock, options, warrants, convertible securities or other rights of any kind to acquire any such interests, units, stock, shares or any other equity or ownership interest in the General PartnerPartner or AMV, AMV or, solely to the extent that it has the power to do so, the Partnership or the Partnershipany of their Subsidiaries, except (1) in connection with the ACMP Equity Issuance or the Public Equity Offering or (2) respect to any Class B Unit Distributions and any equity issuances to employees in the ordinary course of business (and as otherwise previously disclosed to the Buyer) ); or (iiiC) take any action intended to subject any shares of partnership interests, partnership units, membership interests, membership units, capital stock, options, warrants, convertible securities or other rights of any kind to acquire any such interests, units, stock, shares, or any other equity or ownership in the General Partner, AMV AMV, the Partnership, or the Partnership any of their Subsidiaries to any Encumbrance (other than Encumbrances pursuant to the Public Equity Offering, the Transaction Documents or the ACMP Subscription AgreementDocuments); (ev) without limiting and in addition to the rights of the Buyer under the AMV Agreement or the GP Agreement, vote or consent to, or, except as would be inconsistent with any duties of the GIP Directors and Managers under applicable Law or the applicable provisions of the GP Agreement, the AMV Agreement or the Partnership Agreement, permit the GIP Managers and Directors to vote or consent to, (A) sell, assign, transfer, lease, license or otherwise dispose of any assets owned by the General Partner, AMV, the Partnership, or any of their Subsidiaries; (B) have the General Partner, AMV, the Partnership, or any of their Subsidiaries make or commit to make any capital expenditure; or (C) create, incur, assume, guarantee, endorse or otherwise become liable or responsible with respect to (whether directly, contingently or otherwise) any indebtedness of the General Partner, AMV, the Partnership, or any of their Subsidiaries or otherwise amend, modify, alter, waive or otherwise change any rights or obligations with respect thereto, including any claims thereunder; in each case of the foregoing clauses (A), (B) and (C), in excess of $100,000,000; or (vi) agree to take any action prohibited by this Section 6.02; or6.02(a). (fb) Notwithstanding Section 6.02(a), nothing contained herein shall preclude any actions with respect to any Acquired Company reasonably necessary to implement actions approved prior to the extent date hereof by Buyer, the General Partner or AMV, as applicable, on behalf of an Acquired Company, including as contemplated by an approved operating budget or annual plan. (c) From the date hereof until the Closing or termination of this Agreement as provided in Article X, the Sellers have and the right to Buyer shall not vote or consent to such actions to, or, except as would be inconsistent with the duties, respectively, of the GIP Directors and Managers, or the Class W Directors (as defined in the GP Agreement) of the General Partner and the Xxxxxxxx Managers (as defined in the AMV Agreement) of AMV (the “Xxxxxxxx Directors and Managers”), in each case under applicable Law or under the Current AMV Agreement and applicable provisions of the Current GP Agreement, the AMV Agreement or the Partnership Agreement, permit, respectively, the GIP Directors and Managers or the Xxxxxxxx Directors and Managers to vote or consent to, any distributions with respect to an Acquired Company taking, or permit any director on Common Units that deviate from the levels thereof provided in the distribution projection most recently reviewed by the board of directors of the General Partner employed by Global Infrastructure Management, LLC prior to the date hereof or any of its Affiliates, subject distributions with respect to the fiduciary duties of AMV Units resulting from distributions with respect to Common Units that deviate from such director, to consent to the Acquired Companies taking, any action prohibited by the ACMP Subscription Agreement, including Section 5.2 thereoflevels.

Conduct Pending the Closing. Except as otherwise expressly contemplated by this Agreement, the ACMP Subscription Agreement or with the prior written consent of the BuyerBuyer (which consent shall not be unreasonably withheld, conditioned or delayed), from the date hereof until the Closing or termination of this Agreement as provided in Article X, the Sellers shall not, and the Sponsor Sellers shall use commercially reasonable efforts to cause Oxford GP and the Partnership (unless the board of directors of Oxford GP is advised by outside counsel that the failure to do so would be inconsistent with its duties under the Current Partnership Agreement, the Current Oxford GP LLC Agreement or Law) not to: (a) vote any of the Subject Interests in favor of: (i) any amendment to the Current Partnership Agreement, other than the Contribution Partnership Agreement Amendments; (ii) any amendment of the Current AMV Oxford GP LLC Agreement; (iii) any Merger Agreement or Plan of Conversion (as such terms are defined in the Current Partnership Agreement); (iv) any election to dissolve the Partnership Partnership; (v) any election to remove Oxford GP as the general partner of the Partnership; or (vvi) issuing any shares of capital stock, options, warrants, convertible securities or other rights of any kind to acquire any such shares or any other equity or ownership interest of AMV or the General PartnerOxford GP; (b) transfer, sell, pledge, encumber encumber, convert or dispose of the Subject Interests; (c) amend or otherwise change its certificate of incorporation or bylaws or equivalent Organizational Documents grant approval to any Person under clause (iii) of the Sellers definition of “Outstanding” in any manner that would adversely affect or impede the ability of the Sellers to consummate the transactions contemplated by this Agreement or any other Transaction DocumentCurrent Partnership Agreement; (d) (i) sell or dispose of shares of capital stock, options, warrants, convertible securities or other rights of any kind to acquire any such shares, or any other equity or ownership interest in the General Partner, AMV, or the Partnership, (ii) permit the issuance, sale, pledge or disposal of shares of partnership interests, partnership units, membership interests, membership units, capital stock, options, warrants, convertible securities or other rights of any kind to acquire any such interests, units, stock, shares or any other equity or ownership interest in the General Partner, AMV or the Partnership, except (1) in connection with the ACMP Equity Issuance or the Public Equity Offering or (2) any equity issuances to employees in the ordinary course of business (and as otherwise previously disclosed to the Buyer) or (iii) take any action intended that would cause to subject occur any shares of partnership intereststhe changes, partnership units, membership interests, membership units, capital stock, options, warrants, convertible securities events or other rights conditions that would be a breach of any kind to acquire any such interests, units, stock, shares, or any other equity or ownership in the General Partner, AMV or the Partnership to any Encumbrance (other than Encumbrances pursuant to the Public Equity Offering, the Transaction Documents or the ACMP Subscription Agreement)Section 4.07; (e) consummate a Qualifying Coal Acquisition; or (f) agree to take any action prohibited by this Section 6.02; or (f) to the extent the Sellers have the right to consent to such actions under the Current AMV Agreement and the Current GP Agreement, consent to an Acquired Company taking, or permit any director on the board of directors of the General Partner employed by Global Infrastructure Management, LLC or any of its Affiliates, subject to the fiduciary duties of such director, to consent to the Acquired Companies taking, any action prohibited by the ACMP Subscription Agreement, including Section 5.2 thereof.

Conduct Pending the Closing. (a) Except as otherwise expressly contemplated by this Agreement, the ACMP Subscription Agreement or with the prior written consent of the Buyer, from the date hereof until the Closing or termination of this Agreement as provided in Article X, the Sellers shall not: (ai) vote any of the Subject Interests in favor of: (iA) any amendment to the Current Partnership Agreement; (iiB) any amendment of the Current GP Agreement; (C) any amendment of the AMV Agreement; (iiiD) any Merger Agreement or Plan of Conversion (as such terms are defined in the Partnership Agreement); (ivE) any election to dissolve the Partnership Partnership; or (vF) issuing any shares of capital stock, options, warrants, convertible securities or other rights of any kind to acquire any such shares or any other equity or ownership interest of AMV or AMV, the General Partner, the Partnership, or any of their Subsidiaries; (bii) directly or indirectly transfer, sell, pledge, encumber or dispose of the Subject InterestsInterests (for the avoidance of doubt, without restricting any transfer, sale, pledge, encumbrance, or disposal of the equity interests of any of the Sellers or any of their direct or indirect equity holders); (ciii) amend or otherwise change its the certificate of incorporation or bylaws or equivalent Organizational Documents of the Sellers in any manner that would adversely affect or impede the ability of the Sellers to consummate the transactions contemplated by this Agreement or any other Transaction Document; (div) (iA) sell directly or indirectly transfer, sell, pledge, encumber or dispose of shares of capital stock, options, warrants, convertible securities or other rights of any kind to acquire any such shares, or any other equity or ownership interest in the General Partner, AMV, or the Partnership, or any of their Subsidiaries (iifor the avoidance of doubt, without restricting any transfer, sale, pledge, encumbrance or disposal of the equity interests of any of the Sellers or any of their direct or indirect equity holders); (B) permit vote in favor of or consent to the issuance, sale, pledge or disposal of shares of partnership interests, partnership units, membership interests, membership units, capital stock, options, warrants, convertible securities or other rights of any kind to acquire any such interests, units, stock, shares or any other equity or ownership interest in the General PartnerPartner or AMV, AMV or, solely to the extent that it has the power to do so, the Partnership or the Partnershipany of their Subsidiaries, except (1) in connection with the ACMP Equity Issuance or the Public Equity Offering or (2) respect to any Class B Unit Distributions and any equity issuances to employees in the ordinary course of business (and as otherwise previously disclosed to the Buyer) ); or (iiiC) take any action intended to subject any shares of partnership interests, partnership units, membership interests, membership units, capital stock, options, warrants, convertible securities or other rights of any kind to acquire any such interests, units, stock, shares, or any other equity or ownership in the General Partner, AMV AMV, the Partnership, or the Partnership any of their Subsidiaries to any Encumbrance (other than Encumbrances pursuant to the Public Equity Offering, the Transaction Documents or the ACMP Subscription AgreementDocuments); (ev) without limiting and in addition to the rights of the Buyer under the AMV Agreement or the GP Agreement, vote or consent to, or, except as would be inconsistent with any duties of the GIP Directors and Managers under applicable Law or the applicable provisions of the GP Agreement, the AMV Agreement or the Partnership Agreement, permit the GIP Managers and Directors to vote or consent to, (A) sell, assign, transfer, lease, license or otherwise dispose of any assets owned by the General Partner, AMV, the Partnership, or any of their Subsidiaries; (B) have the General Partner, AMV, the Partnership, or any of their Subsidiaries make or commit to make any capital expenditure; or (C) create, incur, assume, guarantee, endorse or otherwise become liable or responsible with respect to (whether directly, contingently or otherwise) any indebtedness of the General Partner, AMV, the Partnership, or any of their Subsidiaries or otherwise amend, modify, alter, waive or otherwise change any rights or obligations with respect thereto, including any claims thereunder; in each case of the foregoing clauses (A), (B) and (C), in excess of $100,000,000; or (vi) agree to take any action prohibited by this Section 6.02; or6.02(a). (fb) Notwithstanding Section 6.02(a), nothing contained herein shall preclude any actions with respect to any Acquired Company reasonably necessary to implement actions approved prior to the extent date hereof by Buyer, the General Partner or AMV, as applicable, on behalf of an Acquired Company, including as contemplated by an approved operating budget or annual plan. (c) From the date hereof until the Closing or termination of this Agreement as provided in Article X, the Sellers have and the right to Buyer shall not vote or consent to such actions to, or, except as would be inconsistent with the duties, respectively, of the GIP Directors and Managers, or the Class W Directors (as defined in the GP Agreement) of the General Partner and the Xxxxxxxx Managers (as defined in the AMV Agreement) of AMV (the “Xxxxxxxx Directors and Managers”), in each case under applicable Law or under the Current AMV Agreement and applicable provisions of the Current GP Agreement, the AMV Agreement or the Partnership Agreement, permit, respectively, the GIP Directors and Managers or the Xxxxxxxx Directors and Managers to vote or consent to, any distributions with respect to an Acquired Company taking, or permit any director on Common Units that deviate from the levels thereof provided in the distribution projection most recently reviewed by the board of directors of the General Partner employed by Global Infrastructure Management, LLC prior to the date hereof or any of its Affiliates, subject distributions with respect to the fiduciary duties of AMV Units resulting from distributions with respect to Common Units that deviate from such director, to consent to the Acquired Companies taking, any action prohibited by the ACMP Subscription Agreement, including Section 5.2 thereoflevels.