Common use of Equityholder Approvals Clause in Contracts

Equityholder Approvals. (a) Subject to the terms and conditions of this Agreement, Energy shall take, in accordance with applicable Law and the Partnership Agreement, all action necessary to call, convene and hold, as soon as reasonably practicable, an appropriate meeting of members of Energy to consider and vote upon the adoption of this Agreement, the approval of the Merger and any other matters required to be approved by the holders of Energy Common Units for consummation of the Merger (including any adjournment or postponement, the “Energy Meeting”) not later than July 31, 2009. Subject to the last sentence of this Section 7.2(a), the GP Board and the Energy Committee shall recommend adoption of this Agreement and approval of the transactions contemplated hereunder, including the Merger, to holders of Energy Common Units (the “Energy Recommendation”), and Energy shall take all reasonable lawful action to solicit such approval by Energy Unitholders. Notwithstanding the foregoing, at any time prior to obtaining Energy Unitholder Approval, the GP Board or the Energy Committee may withdraw, modify or qualify in any manner adverse to Abraxas the Energy Recommendation (any such action being referred to as an “Energy Change in Recommendation”) if they have concluded in good faith, after consultation with, and taking into account the advice of their outside legal advisors and financial consultants, that the failure to make an Energy Change in Recommendation would be inconsistent with its fiduciary duties under applicable Law. (b) Subject to the terms and conditions of this Agreement, Abraxas shall take, in accordance with applicable Law and its articles of incorporation and bylaws, all action necessary to call, convene and hold, as soon as reasonably practicable, an appropriate meeting of the holders of Abraxas Common Stock to consider and vote upon the approval of the Stock Issuance and any other matters required to be approved or adopted by it for consummation of the Merger (including any adjournment or postponement, the “Abraxas Meeting”; and each of the Energy Meeting and Abraxas Meeting, a “Meeting”), promptly after the date that the Proxy Statement is cleared by the SEC. Subject to the last sentence of this Section 7.2(b), the Abraxas Board and the Abraxas Special Committee shall recommend approval of the Stock Issuance to the holders of Abraxas Common Stock (the “Abraxas Recommendation”). Notwithstanding the foregoing, at any time prior to obtaining Abraxas Stockholder Approval, the Abraxas Board or the Abraxas Special Committee may withdraw, modify or qualify in any manner adverse to Energy the Abraxas Recommendation (any such action being referred to as an “Abraxas Change in Recommendation”) if the Abraxas Board or the Abraxas Special Committee has concluded in good faith, after consultation with, and taking into account the advice of their outside legal advisors and financial consultants, that the failure to make an Abraxas Change in Recommendation would be inconsistent with its fiduciary duties under applicable Law. (c) The obligation of Energy to call, hold and convene the Energy Meeting shall not be affected by an Energy Change in Recommendation, and the obligation of Abraxas to call, hold and convene the Abraxas Meeting shall not be affected by an Abraxas Change in Recommendation. (d) So long as the Energy Recommendation remains unchanged at the time of the Abraxas Meeting, Abraxas and its Subsidiaries shall vote all of their Energy Common Units and Energy GP Units to approve the Merger, adopt this Agreement and approve any other matters required to be approved by the holders of Energy Common Units for consummation of the Merger; provided, however, that Abraxas and its Subsidiaries may, but shall not be required, to vote their Energy Common Units and Energy GP Units in such manner if there is an Energy Change in Recommendation.

Equityholder Approvals. (a) Subject to the terms and conditions of this Agreement, Energy ATN shall take, in accordance with applicable Law and the Partnership Operating Agreement, all action necessary to call, convene and hold, as soon as reasonably practicable, an appropriate meeting of members of Energy ATN to consider and vote upon the adoption of this Agreement, the approval of the Merger and any other matters required to be approved by the holders of Energy Class A Units and the holders of ATN Common Units for consummation of the Merger (including any adjournment or postponement, the “Energy ATN Meeting”) not later than July 31, 2009promptly after the date that the Registration Statement is declared effective by the SEC. Subject to the last sentence of this Section 7.2(a), the GP ATN Board and the Energy ATN Special Committee shall recommend adoption of this Agreement and approval of the transactions contemplated hereunder, including the Merger, to its holders of Energy Class A Units and holders of ATN Common Units (the “Energy ATN Recommendation”), and Energy each of Parent and ATN shall take all reasonable lawful action to solicit such approval by Energy ATN Unitholders. Notwithstanding the foregoing, at any time prior to obtaining Energy ATN Unitholder Approval, the GP ATN Board or the Energy ATN Special Committee may withdraw, modify or qualify in any manner adverse to Abraxas Parent the Energy ATN Recommendation (any such action being referred to as an “Energy ATN Change in Recommendation”) if they have concluded in good faith, after consultation with, and taking into account the advice of their outside legal advisors and financial consultantsadvisors, that the failure to make an Energy ATN Change in Recommendation would be inconsistent with its applicable fiduciary duties under applicable Lawduties. (b) Subject to the terms and conditions of this Agreement, Abraxas Parent shall take, in accordance with applicable Law and its articles certificate of incorporation and bylaws, all action necessary to call, convene and hold, as soon as reasonably practicable, an appropriate meeting of the holders of Abraxas the Parent Common Stock to consider and vote upon the approval of the Stock Issuance and the adoption of the Charter Amendment and any other matters required to be approved or adopted by it them for consummation of the Merger (including any adjournment or postponement, the “Abraxas Parent Meeting”; and each of the Energy ATN Meeting and Abraxas Parent Meeting, a “Meeting”), promptly after the date that the Proxy Registration Statement is cleared declared effective by the SEC. Subject to the last sentence of this Section 7.2(b), the Abraxas Parent Board and the Abraxas Special Committee shall recommend approval of the Stock Issuance and the Charter Amendment to the holders of Abraxas Parent Common Stock (the “Abraxas Parent Recommendation”). Notwithstanding the foregoing, at any time prior to obtaining Abraxas Parent Stockholder Approval, the Abraxas Parent Board or the Abraxas Special Committee may withdraw, modify or qualify in any manner adverse to Energy ATN the Abraxas Parent Recommendation (any such action being referred to as an a “Abraxas Parent Change in Recommendation”) if the Abraxas Parent Board or the Abraxas Special Committee has concluded in good faith, after consultation with, and taking into account the advice of their outside legal advisors and financial consultants, that the failure to make an Abraxas a Parent Change in Recommendation would be inconsistent with its fiduciary duties under applicable Law. (c) Nothing contained in this Agreement shall prevent ATN or the ATN Board or Parent or the Parent Board from taking and disclosing to its equityholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act (or any similar communication to equityholders) or from making any legally required disclosure to its equityholders, it being understood that any “stop-look-and-listen” communication by ATN, the ATN Board, Parent or the Parent Board to its equityholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any similar communication to the unitholders of ATN) shall not be considered an ATN Change in Recommendation or Parent Change in Recommendation, as the case may be. (d) The obligation of Energy ATN to call, hold and convene the Energy ATN Meeting shall not be affected by an Energy ATN Change in Recommendation, and the obligation of Abraxas Parent to call, hold and convene the Abraxas Parent Meeting shall not be affected by an Abraxas a Parent Change in Recommendation. (de) So long as the Energy ATN Recommendation remains unchanged at the time of the Abraxas Parent Meeting, Abraxas Parent and its Subsidiaries Atlas Energy Management shall vote all of their Energy ATN Common Units and Energy GP Class A Units to approve the Merger, adopt this Agreement and approve any other matters required to be approved by holders of Class A Units and the holders of Energy ATN Common Units for consummation of the Merger; provided, however, that Abraxas Parent and its Subsidiaries Atlas Energy Management may, but shall not be required, to vote their Energy ATN Common Units and Energy GP Class A Units in such manner if there is an Energy ATN Change in Recommendation.

Equityholder Approvals. (a) Subject to the terms and conditions of this Agreement, Energy each of them shall take, in accordance with applicable Law law, applicable stock exchange rules and its certificate of incorporation and bylaws, in the case of Hydrocarbon, and the Partnership Agreement, in the case of Energy Partners, all action necessary to call, convene hold and holdconvene, as soon as reasonably practicablerespectively, (i) an appropriate meeting of members stockholders of Energy Hydrocarbon to consider and vote upon the approval of the Redemption Charter Amendment, the Merger, the adoption of this Agreement, the approval of the Merger Agreement and any other matters required to be approved by Hydrocarbon's stockholders for consummation of the Redemption and Merger (including any adjournment or postponement, the "Hydrocarbon Meeting") and (ii) an appropriate meeting of the holders of Energy the Common Units to consider and vote upon the approval of the Merger, the Unit Issuance and the Amended and Restated Partnership Agreement, and any other matters required to be approved by them for consummation of the Merger (including any adjournment or postponement, the “"Energy Partners Meeting”) not later than July 31"; and each of the Hydrocarbon Meeting and Energy Partners Meeting, 2009a "Meeting"), respectively, promptly after the date hereof. Subject to the last sentence of this Section 7.2(a6.6(c), the GP Hydrocarbon Board and the Energy Deal Committee shall recommend adoption of this Agreement and such approval of the transactions contemplated hereunder, including the Merger, to holders of Energy Common Units (the “Energy "Hydrocarbon Recommendation”"), and each of Energy Partners and Hydrocarbon shall take all reasonable lawful action to solicit such approval by its respective equity holders. The Board of Directors of the General Partner and the Conflicts Committee shall recommend approval of the Merger, the Unit Issuance and the Amended and Restated Partnership Agreement to its holders of Common Units (the "Energy UnitholdersPartners Recommendation"). Notwithstanding the foregoing, at any time prior to obtaining Energy Partners Unitholder Approval, the GP Board or of Directors of the Energy General Partner and the Conflicts Committee may withdraw, modify or qualify in any manner adverse to Abraxas Hydrocarbon the Energy Partners Recommendation (any such action being referred to as an “a "Energy Partners Change in Recommendation”") if they have concluded in good faith, after consultation with, and taking into account the advice of their outside legal advisors and financial consultants, that the failure to make an Energy Partners Change in Recommendation would be inconsistent is necessary to comply with its their fiduciary duties under applicable Law. (b) Subject to the terms and conditions law. The obligation of this Agreement, Abraxas shall take, in accordance with applicable Law and its articles of incorporation and bylaws, all action necessary Hydrocarbon to call, hold and convene and hold, as soon as reasonably practicable, an appropriate meeting of the holders of Abraxas Common Stock to consider and vote upon the approval of the Stock Issuance and any other matters required to Hydrocarbon Meeting shall not be approved or adopted affected by it for consummation of the Merger (including any adjournment or postponement, the “Abraxas Meeting”; and each of the Energy Meeting and Abraxas Meeting, a “Meeting”), promptly after the date that the Proxy Statement is cleared by the SEC. Subject to the last sentence of this Section 7.2(b), the Abraxas Board and the Abraxas Special Committee shall recommend approval of the Stock Issuance to the holders of Abraxas Common Stock (the “Abraxas Recommendation”). Notwithstanding the foregoing, at any time prior to obtaining Abraxas Stockholder Approval, the Abraxas Board or the Abraxas Special Committee may withdraw, modify or qualify in any manner adverse to Energy the Abraxas Recommendation (any such action being referred to as an “Abraxas Hydrocarbon Change in Recommendation”) if the Abraxas Board or the Abraxas Special Committee has concluded in good faith, after consultation with, and taking into account the advice of their outside legal advisors and financial consultants, that the failure to make an Abraxas Change in Recommendation would be inconsistent with its fiduciary duties under applicable Law. (c) The obligation of Energy Partners to call, hold and convene the Energy Partners Meeting shall not be affected by an Energy Change in Recommendation, and the obligation of Abraxas to call, hold and convene the Abraxas Meeting shall not be affected by an Abraxas Partners Change in Recommendation. (d) So long as the Energy Recommendation remains unchanged at the time of the Abraxas Meeting, Abraxas and its Subsidiaries shall vote all of their Energy Common Units and Energy GP Units to approve the Merger, adopt this Agreement and approve any other matters required to be approved by the holders of Energy Common Units for consummation of the Merger; provided, however, that Abraxas and its Subsidiaries may, but shall not be required, to vote their Energy Common Units and Energy GP Units in such manner if there is an Energy Change in Recommendation.

Equityholder Approvals. (a) Subject to the terms and conditions of this Agreement, Energy each of them shall take, in accordance with applicable Law Law, applicable stock exchange rules and the Holdings Partnership Agreement, in the case of Holdings, and the Partners Partnership Agreement, in the case of Partners, all action necessary to call, convene hold and holdconvene, as soon as reasonably practicablerespectively, an appropriate meeting of members the holders of Energy Common Units and Management Units of Holdings to consider and vote upon the approval of the Merger, the approval and adoption of this Agreement, the approval of the Merger and any other matters required to be approved by the holders of Energy Common Units Holdings’ unitholders for consummation of the Merger (including any adjournment or postponement, the “Energy Holdings Meeting”) not later than July 31, 2009. Subject to the last sentence of this Section 7.2(a), the GP Board and the Energy Committee shall recommend adoption of this Agreement and approval of the transactions contemplated hereunder, including the Merger, to holders of Energy Common Units (the “Energy Recommendation”), and Energy shall take all reasonable lawful action to solicit such approval by Energy Unitholders. Notwithstanding the foregoing, at any time prior to obtaining Energy Unitholder Approval, the GP Board or the Energy Committee may withdraw, modify or qualify in any manner adverse to Abraxas the Energy Recommendation (any such action being referred to as an “Energy Change in Recommendation”) if they have concluded in good faith, after consultation with, and taking into account the advice of their outside legal advisors and financial consultants, that the failure to make an Energy Change in Recommendation would be inconsistent with its fiduciary duties under applicable Law. (b) Subject to the terms and conditions of this Agreement, Abraxas shall take, in accordance with applicable Law and its articles of incorporation and bylaws, all action necessary to call, convene and hold, as soon as reasonably practicable, an appropriate meeting of the holders of Abraxas Common Stock the LP Units of Partners to consider and vote upon the approval of this Agreement and the Stock Issuance Merger Transactions and any other matters required to be approved or adopted by it them for consummation of the Merger (including any adjournment or postponement, the “Abraxas Partners Meeting”; and each of the Energy Holdings Meeting and Abraxas Partners Meeting, a “Meeting”), respectively, promptly after the date that the Proxy Statement is cleared by the SEChereof. Subject to the last sentence of this Section 7.2(b6.6(c), the Abraxas Holdings GP Board shall recommend approval of the Merger, this Agreement and the Abraxas Special transactions contemplated hereby to the holders of Common Units and Management Units (the “Holdings Recommendation”), and Holdings shall take all reasonable lawful action to solicit such approval by the holders of Common Units and Management Units. The Partners Audit Committee shall recommend approval of this Agreement and the Stock Issuance Merger Transactions to the holders of Abraxas Common Stock LP Units (the “Abraxas Partners Recommendation”), and the Partners Audit Committee shall take all reasonable lawful action to solicit such approval of the holders of the LP Units. Notwithstanding the foregoing, at any time prior to obtaining Abraxas Stockholder Partners Unitholder Approval, the Abraxas Board or the Abraxas Special Partners Audit Committee may withdraw, modify or qualify in any manner adverse to Energy Holdings the Abraxas Partners Recommendation (any such action being referred to as an a “Abraxas Partners Change in Recommendation”) if the Abraxas Board or the Abraxas Special Committee it has concluded in good faith, after consultation with, and taking into account the advice of their its outside legal advisors counsel and financial consultantsadvisors, that the a failure to make an Abraxas a Partners Change in Recommendation would be inconsistent with its fiduciary duties under the Partners Partnership Agreement and applicable Law. ; provided, however, that the Partners Audit Committee shall not be entitled to exercise its rights to make a Partners Change in Recommendation pursuant to this sentence unless Partners has provided to Holdings three (c3) Business Days prior written notice advising Holdings that the Partners Audit Committee intends to take such action and specifying the reasons therefor in reasonable detail, including, if applicable, the terms and conditions of any proposed transaction that is the basis of the proposed action. Any Partners Change in Recommendation shall not change the approval of this Agreement or any other approval of the Partners Audit Committee, including in any respect that would have the effect of causing any state (including Delaware) takeover statute or other similar statute to be applicable to the matters contemplated hereby. The obligation of Energy Partners to call, hold and convene the Energy Partners Meeting shall not be affected by an Energy a Partners Change in Recommendation, Recommendation and the obligation of Abraxas Holdings to call, hold and convene the Abraxas Holdings Meeting shall not be affected by an Abraxas a Holdings Change in Recommendation. (d) So long as the Energy Recommendation remains unchanged at the time of the Abraxas Meeting, Abraxas and its Subsidiaries shall vote all of their Energy Common Units and Energy GP Units to approve the Merger, adopt this Agreement and approve any other matters required to be approved by the holders of Energy Common Units for consummation of the Merger; provided, however, that Abraxas and its Subsidiaries may, but shall not be required, to vote their Energy Common Units and Energy GP Units in such manner if there is an Energy Change in Recommendation.

Equityholder Approvals. (a) Subject to the terms and conditions of this Agreement, Energy each of them shall take, in accordance with applicable Law Law, applicable stock exchange rules and the Holdings Partnership Agreement, in the case of Holdings, and the Partners Partnership Agreement, in the case of Partners, all action necessary to call, convene hold and holdconvene, as soon as reasonably practicablerespectively, an appropriate meeting of members the holders of Energy Holdings Common Units to consider and vote upon the adoption approval of the Merger, this Agreement, the approval of the Merger and any other matters required to be approved by the holders of Energy Common Units Holdings’ unitholders for consummation of the Merger (including any adjournment or postponement, the “Energy Holdings Meeting”) not later than July 31, 2009. Subject to the last sentence of this Section 7.2(a), the GP Board and the Energy Committee shall recommend adoption of this Agreement and approval of the transactions contemplated hereunder, including the Merger, to holders of Energy Common Units (the “Energy Recommendation”), and Energy shall take all reasonable lawful action to solicit such approval by Energy Unitholders. Notwithstanding the foregoing, at any time prior to obtaining Energy Unitholder Approval, the GP Board or the Energy Committee may withdraw, modify or qualify in any manner adverse to Abraxas the Energy Recommendation (any such action being referred to as an “Energy Change in Recommendation”) if they have concluded in good faith, after consultation with, and taking into account the advice of their outside legal advisors and financial consultants, that the failure to make an Energy Change in Recommendation would be inconsistent with its fiduciary duties under applicable Law. (b) Subject to the terms and conditions of this Agreement, Abraxas shall take, in accordance with applicable Law and its articles of incorporation and bylaws, all action necessary to call, convene and hold, as soon as reasonably practicable, an appropriate meeting of the holders of Abraxas the Partners Common Stock Units to consider and vote upon the approval of this Agreement, the Stock Issuance Merger and the transactions contemplated hereby (including, in the case of the holders of Partners Common Units, the approval of the Partners Amended and Restated Partnership Agreement) and any other matters required to be approved or adopted by it them for consummation of the Merger (including any adjournment or postponement, the “Abraxas Partners Meeting”; and each of the Energy Holdings Meeting and Abraxas Partners Meeting, a “Meeting”), respectively, promptly after the date that the Proxy Statement is cleared by the SEC. hereof. (b) Subject to the last sentence of this Section 7.2(b6.7(c), the Abraxas Holdings GP Board and the Abraxas Special Committee shall recommend approval of the Stock Issuance Merger, this Agreement and the transactions contemplated hereby to the holders of Abraxas Holdings Common Stock Units (the “Abraxas Holdings Recommendation”), and Holdings shall take all reasonable lawful action to solicit such approval by the holders of Holdings Common Units. Subject to Section 6.2(c), the Partners GP Board shall recommend approval of this Agreement, the Merger and the transactions contemplated hereby to the holders of Partners Common Units (the “Partners Recommendation”), and Partners shall take all reasonable lawful action to solicit such approval of the holders of the Partners Common Units. (c) Notwithstanding the foregoing, at any time prior to obtaining Abraxas Stockholder Partners Unitholder Approval, the Abraxas Partners GP Board or the Abraxas Special Partners Conflicts Committee may withdraw, modify or qualify in any manner adverse to Energy Holdings the Abraxas Partners Recommendation (any such action being referred to as an a “Abraxas Partners Change in Recommendation”) if the Abraxas Board or the Abraxas Special Committee it has concluded in good faith, after consultation with, and taking into account the advice of their with its outside legal advisors counsel and financial consultantsadvisors, that the a failure to make an Abraxas a Partners Change in Recommendation would be inconsistent with its fiduciary duties under the Partners Partnership Agreement and applicable Law. (c) The obligation of Energy to call, hold and convene the Energy Meeting shall not be affected by an Energy Change in Recommendation, and the obligation of Abraxas to call, hold and convene the Abraxas Meeting shall not be affected by an Abraxas Change in Recommendation. (d) So long as the Energy Recommendation remains unchanged at the time of the Abraxas Meeting, Abraxas and its Subsidiaries shall vote all of their Energy Common Units and Energy GP Units to approve the Merger, adopt this Agreement and approve any other matters required to be approved by the holders of Energy Common Units for consummation of the Merger; provided, however, that Abraxas and its Subsidiaries may, but the Partners GP Board or the Partners Conflicts Committee shall not be requiredentitled to exercise its rights to make a Partners Change in Recommendation pursuant to this sentence unless Partners has provided to Holdings two (2) Business Days prior written notice advising Holdings that the Partners GP Board or the Partners Conflicts Committee intends to take such action and specifying the reasons therefor in reasonable detail and during such period, Partners and its Representatives shall negotiate in good faith with Holdings and its Representatives to vote their Energy Common Units amend this Agreement so as to enable the Partners GP Board and/or the Partners Conflicts Committee to proceed with the Partners Recommendation and Energy at the end of such period, maintain the Partners Recommendation (after taking into account any agreed modification to the terms of this Agreement). Any Partners Change in Recommendation shall not change the approval of this Agreement or any other approval of the Partners GP Units Board or the Partners Conflicts Committee, including in such manner any respect that would have the effect of causing any Takeover Law to be applicable to the matters contemplated hereby. Notwithstanding anything in this Agreement to the contrary, if there is an Energy has been a Partners Change in RecommendationRecommendation and Partners has not breached its obligations under this Section 6.2(c), Partners shall not be obligated to call, hold or convene the Partners Meeting and Partners GP may adjourn, postpone or cancel any previously called Partners Meeting. Notwithstanding anything in this Agreement to the contrary, if there has been a Holdings Change in Recommendation and Holdings has not breached Section 6.7, Holdings shall not be obligated to call, hold or convene the Holdings Meeting and Holdings GP may adjourn, postpone or cancel any previously called Holdings Meeting.