Common use of Delay Rights Clause in Contracts

Delay Rights. Notwithstanding anything to the contrary contained herein, Atlas Energy may, upon written notice to all of the Selling Holders whose Registrable Securities are included in the Registration Statement, suspend such Selling Holders’ use of any prospectus which is a part of the Registration Statement (in which event each such Selling Holder shall discontinue sales of the Registrable Securities pursuant to the Registration Statement) but such Selling Holder may settle any sales of Registrable Securities, if (i) Atlas Energy is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and Atlas Energy determines in good faith that Atlas Energy’s ability to pursue or consummate such a transaction would be materially adversely affected by any required disclosure of such transaction in the Registration Statement or (ii) Atlas Energy has experienced some other material non-public event, the disclosure of which at such time, in the good faith judgment of Atlas Energy, would materially adversely affect Atlas Energy; provided, however, in no event shall such Selling Holders be suspended from selling Registrable Securities pursuant to the Registration Statement for a period that exceeds an aggregate of 30 days in any 90-day period or 90 days in any 365-day period. Upon disclosure of such information or the termination of the condition described above, Atlas Energy shall (i) provide prompt notice to the Selling Holders whose Registrable Securities are included in the Registration Statement, (ii) promptly terminate any suspension of sales it has put into effect and (iii) take such other actions to permit sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, Atlas Energy may, upon written notice to all of the Selling Holders whose Registrable Securities are included in the Registration Statement, suspend such Selling Holders’ use of any prospectus which is a part of the Registration Statement (in which event each such Selling Holder shall discontinue sales of the Registrable Securities pursuant to the Registration Statement) Statement but such Selling Holder may settle any contracted sales of Registrable Securities), if (i) Atlas Energy is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and Atlas Energy determines in good faith that Atlas EnergyAtlas’s ability to pursue or consummate such a transaction would be materially adversely affected by any required disclosure of such transaction in the Registration Statement or Statement, (ii) Atlas Energy has completed an acquisition, merger or other business combination transaction that would require the preparation and filing with the SEC of financial statements pursuant to Rule 3-05 of Regulation S-X promulgated by the SEC (or a successor regulation) (a “Business Combination Event”), or (iii) Atlas has experienced some other material non-public event, the disclosure of which at such time, in the good faith judgment of Atlas EnergyAtlas, would materially adversely affect Atlas EnergyAtlas; provided, however, in no event shall such Selling Holders be suspended under clauses (i) or (iii) of this Section 2.01(b) from selling Registrable Securities pursuant to the Registration Statement for a period that exceeds an aggregate of 30 days in any 90-day period or 90 days in any 365-day period. Upon disclosure of such information or the termination of the condition described above, Atlas Energy shall (iA) provide prompt notice to the Selling Holders whose Registrable Securities are included in the Registration Statement, (iiB) promptly terminate any suspension of sales it has put into effect and (iiiC) take such other actions to permit sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, Atlas Energy may, upon written notice to all of the Selling Holders whose Registrable Securities are included in the Registration Statement, suspend such Selling Holders’ use of any prospectus which is a part of the Registration Statement (in which event each such Selling Holder shall discontinue sales of the Registrable Securities pursuant to the Registration Statement) but such Selling Holder may settle any sales of Registrable Securities, if (i) Atlas Energy is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and Atlas Energy determines in good faith that Atlas EnergyAtlas’s ability to pursue or consummate such a transaction would be materially adversely affected by any required disclosure of such transaction in the Registration Statement or (ii) Atlas Energy has experienced some other material non-public event, the disclosure of which at such time, in the good faith judgment of Atlas EnergyAtlas, would materially adversely affect Atlas EnergyAtlas; provided, however, in no event shall such Selling Holders be suspended under this Section 2.01(b) from selling Registrable Securities pursuant to the Registration Statement for a period that exceeds an aggregate of 30 days in any 90-day period or 90 days in any 365-day period. Upon disclosure of such information or the termination of the condition described above, Atlas Energy shall (i) provide prompt notice to the Selling Holders whose Registrable Securities are included in the Registration Statement, (ii) promptly terminate any suspension of sales it has put into effect and (iii) take such other actions to permit sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, Atlas Energy CEI may, upon written notice to all of the any Selling Holders Holder whose Registrable Securities are included in the Registration Statement, suspend such Selling Holders’ Holder's use of any prospectus which is a part of the Registration Statement (in which event each such the Selling Holder shall discontinue sales of the Registrable Securities pursuant to the Registration Statement) , but such Selling Holder may settle any such sales of Registrable Securities, ) if (i) Atlas Energy CEI is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and Atlas Energy CEI determines in good faith that Atlas Energy’s CEI's ability to pursue or consummate such a transaction would be materially adversely affected by any required disclosure of such transaction in the Registration Statement or (ii) Atlas Energy CEI has experienced some other material non-public event, event the disclosure of which at such time, in the good faith judgment of Atlas EnergyCEI, would materially adversely affect Atlas EnergyCEI; provided, however, in no event shall such Selling Holders a Holder be suspended from selling Registrable Securities pursuant to the Registration Statement for a period that exceeds an aggregate of 30 days in any 90-day period or 90 days in any 365-day period. No additional registration rights may be granted to any other Person that would be superior to ALLIED's registration rights. Upon disclosure of such information or the termination of the condition described above, Atlas Energy CEI shall (i) provide prompt notice to the Selling Holders whose Registrable Securities are included in the Registration Statement, (ii) shall promptly terminate any suspension of sales it has put into effect and (iii) shall take such other actions to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, Atlas Energy PAPI may, upon written notice to all of the any Selling Holders Holder whose Registrable Securities are included in the Registration Statement, suspend such Selling Holders’ Holder’s use of any prospectus which is a part of the Registration Statement (in which event each such the Selling Holder shall discontinue sales of the Registrable Securities pursuant to the Registration Statement) , but such Selling Holder may settle any such sales of Registrable Securities, ) if (i) Atlas Energy PAPI is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and Atlas Energy PAPI determines in good faith that Atlas EnergyPAPI’s ability to pursue or consummate such a transaction would be materially adversely affected by any required disclosure of such transaction in the Registration Statement or (ii) Atlas Energy PAPI has experienced some other material non-public event, event the disclosure of which at such time, in the good faith judgment of Atlas EnergyPAPI, would materially adversely affect Atlas EnergyPAPI; provided, however, in no event shall such Selling Holders a Holder be suspended from selling Registrable Securities pursuant to the Registration Statement for a period that exceeds an aggregate of 30 days in any 90-day period or 90 days in any 365-day period. No additional registration rights may be granted to any other Person that would be superior to the Purchasers’ registration rights. Upon disclosure of such information or the termination of the condition described above, Atlas Energy PAPI shall (i) provide prompt notice to the Selling Holders whose Registrable Securities are included in the Registration Statement, (ii) shall promptly terminate any suspension of sales it has put into effect and (iii) shall take such other actions to permit registered sales of Registrable Securities as contemplated in this Agreement.

Delay Rights. Notwithstanding anything to the contrary contained herein, Atlas Energy may, upon written notice to all of the Selling Holders whose Registrable Securities are included in the Registration Statement, suspend such Selling Holders’ use of any prospectus which is a part of the Registration Statement (in which event each such Selling Holder shall discontinue sales of the Registrable Securities pursuant to the Registration Statement) Statement but such Selling Holder may settle any contracted sales of Registrable Securities), if (i) Atlas Energy is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and Atlas Energy determines in good faith that Atlas EnergyAtlas’s ability to pursue or consummate such a transaction would be materially adversely affected by any required disclosure of such transaction in the Registration Statement or Statement, (ii) Atlas Energy has completed an acquisition, merger or other business combination transaction that would require the preparation and filing with the SEC of financial statements pursuant to Rule 3-05 of Regulation S-X promulgated by the SEC (or a successor regulation) (a “Business Combination Event”), or (iii) Atlas has experienced some other material non-public event, the disclosure of which at such time, in the good faith judgment of Atlas EnergyAtlas, would materially adversely affect Atlas EnergyAtlas; provided, however, in no event shall such Selling Holders be suspended under clauses (i) or (iii) of this Section 2.01(b) from selling Registrable Securities pursuant to the Registration Statement for a period that exceeds an aggregate of 30 days in any 90-day period or 90 days in any 365-day period. Upon disclosure of such information or the termination of the condition described above, Atlas Energy shall (iA) provide prompt notice to the Selling Holders whose Registrable Securities are included in the Registration Statement, (iiB) promptly terminate any suspension of sales it has put into effect and (iiiC) take such other actions to permit sales of Registrable Securities as contemplated in this Agreement.