Common use of Filings; Other Actions Clause in Contracts

Filings; Other Actions. (a) As promptly as reasonably practicable following the date of this Agreement, Parent and the Partnership shall prepare and file with the SEC the Form S-4, which will include the Combined Consent Statement/Prospectus. Each of Parent and the Partnership shall use reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as reasonably practicable after such filing and to keep the Form S-4 effective as long as necessary to consummate the LP Merger and the other transactions contemplated hereby. Parent shall also take any action required to be taken under any applicable state or provincial securities laws in connection with the issuance and reservation of Parent Common Units in the LP Merger, and the Partnership shall furnish all information concerning the Partnership and the holders of Partnership Common Units, or holders of a beneficial interest therein, as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 or the Combined Consent Statement/Prospectus will be made by Parent or the Partnership, as applicable, without the other’s prior consent (which shall not be unreasonably withheld, conditioned or delayed) and without providing the other party a reasonable opportunity to review and comment thereon. Parent or the Partnership, as applicable, will advise the other promptly after it receives oral or written notice of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Parent Common Units issuable in connection with the LP Merger for offering or sale in any jurisdiction, or any oral or written request by the SEC for amendment of the Combined Consent Statement/Prospectus or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information, and will promptly provide the other with copies of any written communication from the SEC or any state securities commission. If at any time prior to the Effective Time any information relating to Parent or the Partnership, or any of their respective affiliates, officers or directors, is discovered by Parent or the Partnership that should be set forth in an amendment or supplement to any of the Form S-4 or the Combined Consent Statement/Prospectus, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the unitholders of the Partnership. For the avoidance of doubt, the Combined Consent Statement/Prospectus shall not be required to include a recommendation by the GP Board or the Conflicts Committee to the Partnership’s unitholders regarding this Agreement. (b) The General Partner shall distribute to the Partnership’s unitholders the Combined Consent Statement/Prospectus as promptly as practicable after the Form S-4 is declared effective under the Securities Act. The Partnership shall (i) in accordance with the Partnership Organizational Documents, including Sections 13.6 and 13.11 of the Partnership Agreement, and applicable Law, take all actions to establish a record date (which will be as soon as reasonably practicable after the date upon which the Form S-4 is declared effective) for the purpose of determining Partnership unitholders entitled to deliver written consents, and (ii) in accordance with the Partnership Organizational Documents and applicable Law, distribute to the Partnership’s unitholders, the Combined Consent Statement/Prospectus, which shall include a form of consent that may be executed by the public unitholders of the Partnership Common Units in connection with the Requisite Unitholder Approval, as soon as reasonably practicable after the date upon which the Form S-4 becomes effective (and, in the case of the Sponsors, within 24 hours of the Form S-4 being declared effective).

Filings; Other Actions. (a) As promptly as reasonably practicable following the date of this Agreement, Parent and the Partnership Company shall prepare and file with the SEC the Form S-4, which will include the Combined Consent Proxy Statement/Prospectus. Each of Parent and the Partnership Company shall use reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as reasonably practicable after such filing and to keep the Form S-4 effective as long as necessary to consummate the LP Merger and the other transactions contemplated hereby. The Company will cause the Proxy Statement/Prospectus to be mailed to the Company’s stockholders as soon as reasonably practicable after the Form S-4 is declared effective under the Securities Act. Parent shall also take any action required to be taken under any applicable state or provincial securities laws in connection with the issuance and reservation of shares of Parent Common Units Stock in the LP Merger, and the Partnership Company shall furnish all information concerning the Partnership Company and the holders of Partnership Company Common UnitsStock, or holders of a beneficial interest therein, as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 or the Combined Consent Proxy Statement/Prospectus will be made by Parent or the PartnershipCompany, as applicable, without the other’s prior consent (which shall not be unreasonably withheld, conditioned or delayed) and without providing the other party a reasonable opportunity to review and comment thereon. Parent or the PartnershipCompany, as applicable, will advise the other promptly after it receives oral or written notice of the time when the Form S-4 has become effective or any supplement or amendment thereto has been filed, the issuance of any stop order, the suspension of the qualification of the shares of Parent Common Units Stock issuable in connection with the LP Merger for offering or sale in any jurisdiction, or any oral or written request by the SEC for amendment of the Combined Consent Proxy Statement/Prospectus or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information, and will promptly provide the other with copies of any written communication from the SEC or any state securities commission. If at any time prior to the Effective Time any information relating to Parent or the PartnershipCompany, or any of their respective affiliates, officers or directors, is discovered by Parent or the Partnership that Company which should be set forth in an amendment or supplement to any of the Form S-4 or the Combined Consent Proxy Statement/Prospectus, so that any of such documents would not include any a misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the unitholders stockholders of the Partnership. For the avoidance of doubt, the Combined Consent Statement/Prospectus shall not be required to include a recommendation by the GP Board or the Conflicts Committee to the Partnership’s unitholders regarding this AgreementCompany. (b) The General Partner shall distribute to the Partnership’s unitholders the Combined Consent Statement/Prospectus as As promptly as reasonably practicable after following the Form S-4 is declared effective under clearance of the Securities Act. The Partnership Proxy Statement by the SEC, the Company shall (i) take all action necessary in accordance with applicable Laws and the Partnership Company Organizational DocumentsDocuments to duly give notice of, including Sections 13.6 convene and 13.11 hold a meeting of the Partnership Agreement, and applicable Law, take all actions to establish a record date (which will be as soon as reasonably practicable after the date upon which the Form S-4 is declared effective) its stockholders for the purpose of determining Partnership unitholders entitled to deliver written consents, obtaining the Company Stockholder Approval (the “Company Stockholders’ Meeting”) and (ii) in accordance with not postpone or adjourn the Partnership Organizational Documents and applicable Law, distribute Company Stockholders’ Meeting except to the Partnership’s unitholdersextent required by applicable Law or to solicit additional proxies and votes in favor of adoption of this Agreement if sufficient votes to constitute the Company Stockholder Approval have not been obtained; provided, that, unless otherwise agreed by the parties, the Combined Consent Statement/Prospectus, which shall include Company Stockholders’ Meeting may not be postponed or adjourned to a form of consent date that may be executed by the public unitholders of the Partnership Common Units in connection with the Requisite Unitholder Approval, as soon as reasonably practicable is more than 20 days after the date upon for which the Form S-4 becomes effective Company Stockholders’ Meeting was originally scheduled (andexcluding any adjournments or postponements required by applicable Law). The Company will, except in the case of the Sponsorsa Company Adverse Recommendation Change, within 24 hours through its Board of Directors, recommend that its stockholders adopt this Agreement and will use reasonable best efforts to solicit from its stockholders proxies in favor of the Form S-4 being declared effective)adoption of this Agreement and to take all other action necessary or advisable to secure the vote or consent of its stockholders required by the rules of the NYSE or applicable Laws to obtain such approvals. The Company will not submit to the vote of its stockholders any Company Takeover Proposal other than the Merger.

Filings; Other Actions. (a) As promptly as reasonably practicable following the date of this Agreement, Parent and the Partnership shall prepare and file with the SEC the Form S-4, which will include the Combined Consent Proxy Statement/Prospectus. Each of Parent and the Partnership shall use reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as reasonably practicable after such filing and to keep the Form S-4 effective as long as necessary to consummate the LP Merger and the other transactions contemplated hereby. The Partnership will cause the Proxy Statement/Prospectus to be mailed to the Partnership’s unitholders as soon as reasonably practicable after the Form S-4 is declared effective under the Securities Act. Parent shall also take any action required to be taken under any applicable state or provincial securities laws in connection with the issuance and reservation of Parent Common Units in the LP Merger, and the Partnership shall furnish all information concerning the Partnership and the holders of Partnership Common Units and Partnership Preferred Units, or holders of a beneficial interest therein, as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 or the Combined Consent Proxy Statement/Prospectus will be made by Parent or the Partnership, as applicable, without the other’s prior consent (which shall not be unreasonably withheld, conditioned or delayed) and without providing the other party a reasonable opportunity to review and comment thereon. Parent or the Partnership, as applicable, will advise the other promptly after it receives oral or written notice of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Parent Common Units issuable in connection with the LP Merger for offering or sale in any jurisdiction, or any oral or written request by the SEC for amendment of the Combined Consent Proxy Statement/Prospectus or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information, and will promptly provide the other with copies of any written communication from the SEC or any state securities commission. If at any time prior to the Effective Time any information relating to Parent or the Partnership, or any of their respective affiliates, officers or directors, is discovered by Parent or the Partnership that which should be set forth in an amendment or supplement to any of the Form S-4 or the Combined Consent Proxy Statement/Prospectus, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by lawLaw, disseminated to the unitholders of the Partnership. For the avoidance of doubt, the Combined Consent Statement/Prospectus shall not be required to include a recommendation by the GP Board or the Conflicts Committee to the Partnership’s unitholders regarding this Agreement. (b) The General Partner Partnership shall distribute take all action necessary in accordance with applicable Laws and the Partnership Organizational Documents to the Partnership’s unitholders the Combined Consent Statement/Prospectus duly give notice of, convene and hold a meeting of its unitholders, to be held as promptly as practicable after the Form S-4 is declared effective under the Securities Act, to consider the adoption of this Agreement (the “Partnership Unitholders’ Meeting”). The Partnership shall will, except in the case of a Change of Recommendation, through the Board of Directors of the Partnership GP, recommend that its unitholders adopt this Agreement and will use reasonable best efforts to solicit from its unitholders proxies in favor of the adoption of this Agreement and to take all other action necessary or advisable to secure the vote or consent of its unitholders required by the rules of the NYSE or applicable Laws to obtain such approvals. Without limiting the generality of the foregoing, unless this Agreement is terminated pursuant to Article VII, the Partnership agrees that (i) in accordance with its obligations pursuant to the first sentence of this Section 5.5(b) shall not be affected by (A) the commencement, public proposal, public disclosure or communication to the Partnership Organizational Documentsof any Acquisition Proposal or (B) any Change of Recommendation and (ii) no Acquisition Proposal shall be presented to the Partnership’s unitholders for approval at the Partnership Unitholders’ Meeting or any other meeting of the Partnership’s unitholders; provided that, including Sections 13.6 and 13.11 nothing set forth in this Section 5.5(b) shall prohibit the Partnership or the Board of Directors of the Partnership AgreementGP from disclosing to the Partnership’s unitholders the existence of, and applicable Lawor any terms or provisions of, take all actions any Acquisition Proposal or any of the modifications thereto. (c) Notwithstanding anything in this Agreement to establish a record date the contrary, the Partnership may, in consultation with Parent, postpone or adjourn the Partnership Unitholders’ Meeting (which will be as soon as reasonably practicable after the date upon which the Form S-4 is declared effectivei) to solicit additional proxies for the purpose of determining obtaining the Partnership unitholders entitled to deliver written consentsUnitholder Approval, and (ii) in accordance with if there are insufficient shares of Partnership Common Units and Partnership Preferred Units present to constitute a quorum to conduct business at such meeting, (iii) to allow reasonable additional time for the filing and/or mailing of any supplemental or amended disclosure that the Partnership Organizational Documents has determined after consultation with outside legal counsel is necessary under applicable Law and applicable Law, distribute for such supplemental or amended disclosure to the Partnership’s unitholders, the Combined Consent Statement/Prospectus, which shall include a form of consent that may be executed disseminated and reviewed by the public unitholders of the Partnership Common Units in connection with prior to the Requisite Unitholder Approval, as soon as reasonably practicable after Partnership Unitholders’ Meeting or (iv) if the date upon which Partnership has delivered any notice contemplated by Section 5.4(e) and the Form S-4 becomes effective (and, in the case of the Sponsors, within 24 hours of the Form S-4 being declared effective)time periods contemplated by Section 5.4(e) have not expired.

Filings; Other Actions. (a) As promptly as reasonably practicable following the date of this Agreement, Parent the Linn Parties and the Partnership Company shall prepare and file with the SEC the Form S-4, which will include the Combined Consent Joint Proxy Statement/Prospectus. Each of Parent the Linn Parties and the Partnership Company shall use reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as reasonably practicable after such filing and to keep the Form S-4 effective as long as necessary to consummate the LP Merger Mergers and the other transactions contemplated herebyTransactions. Parent The Linn Parties and the Company will cause the Joint Proxy Statement/Prospectus to be mailed to the Company stockholders, the Linn members and the LinnCo shareholders as soon as reasonably practicable after the Form S-4 is declared effective under the Securities Act. The Linn Parties shall also take any action required to be taken under any applicable state or provincial securities laws Laws in connection with the issuance and reservation of Parent LinnCo Common Shares in the LinnCo Merger and Linn Units in the LP MergerContribution and Issuance, and the Partnership Company shall furnish all information concerning the Partnership Company and the holders of Partnership Company Common UnitsStock, or holders of a beneficial interest therein, as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 or the Combined Consent Joint Proxy Statement/Prospectus will be made by Parent a Linn Party or the PartnershipCompany, as applicable, without the other’s prior consent (which shall not be unreasonably withheld, conditioned or delayed) and without providing the other party a reasonable opportunity to review and comment thereon. Parent or Each of Linn, LinnCo and the PartnershipCompany, as applicable, will advise the other parties promptly after it receives oral or written notice of the time when the Form S-4 has become effective or any supplement or amendment thereto has been filed, the issuance of any stop order, the suspension of the qualification of the Parent LinnCo Common Units Shares issuable in connection with the LP LinnCo Merger for offering or sale in any jurisdiction, or any oral or written request by the SEC for amendment of the Combined Consent Form S-4 or the Joint Proxy Statement/Prospectus or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information, and will promptly provide the other with copies of any written communication from the SEC or any state securities commission. If at any time prior to the LinnCo Effective Time any information relating to Parent the Linn Parties or the PartnershipCompany, or any of their respective affiliates, officers or directors, is discovered by Parent the Linn Parties or the Partnership that Company which should be set forth in an amendment or supplement to any of the Form S-4 or the Combined Consent Joint Proxy Statement/Prospectus, so that any of such documents would not include any a misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by lawLaw, disseminated to the unitholders stockholders of the Partnership. For the avoidance of doubtCompany, the Combined Consent Statement/Prospectus shall not be required to include a recommendation by shareholders of LinnCo and the GP Board or the Conflicts Committee to the Partnership’s unitholders regarding this Agreementmembers of Linn, as applicable. (b) The General Partner shall distribute to As promptly as reasonably practicable following the Partnership’s unitholders clearance of the Combined Consent Joint Proxy Statement/Prospectus as promptly as practicable after by the Form S-4 is declared effective under SEC, the Securities Act. The Partnership Company shall (i) take all action necessary in accordance with applicable Laws and the Partnership Company Organizational DocumentsDocuments to duly give notice of, including Sections 13.6 convene and 13.11 hold a meeting of the Partnership Agreement, and applicable Law, take all actions to establish a record date (which will be as soon as reasonably practicable after the date upon which the Form S-4 is declared effective) its stockholders for the purpose of determining Partnership unitholders entitled to deliver written consents, obtaining the Company Stockholder Approval (the “Company Stockholders’ Meeting”) and (ii) in accordance with not postpone or adjourn the Partnership Organizational Documents and applicable Law, distribute Company Stockholders’ Meeting except to the Partnership’s unitholdersextent required by applicable Law or to solicit additional proxies and votes in favor of adoption of this Agreement if sufficient votes to constitute the Company Stockholder Approval have not been obtained; provided, that, unless otherwise agreed to by the parties, the Combined Consent Statement/Prospectus, which shall include Company Stockholders’ Meeting may not be postponed or adjourned to a form of consent date that may be executed by the public unitholders of the Partnership Common Units in connection with the Requisite Unitholder Approval, as soon as reasonably practicable is more than 20 days after the date upon for which the Form S-4 becomes effective Company Stockholders’ Meeting was originally scheduled (andexcluding any adjournments or postponements required by applicable Law). The Company will, except in the case of the Sponsorsa Company Adverse Recommendation Change, within 24 hours through its Board of Directors, recommend that its stockholders adopt this Agreement and will use reasonable best efforts to solicit from its stockholders proxies in favor of the Form S-4 being declared effectiveadoption of this Agreement and to take all other action necessary or advisable to secure the vote or consent of its stockholders required by the rules of the NYSE or applicable Laws to obtain such approvals. The Company will not submit to the vote of its stockholders any Company Takeover Proposal other than the Mergers. (c) As promptly as reasonably practicable following the clearance of the Joint Proxy Statement/Prospectus by the SEC, LinnCo shall take all action necessary in accordance with applicable Law and its organizational documents to duly give notice of, convene and hold a meeting of its shareholders for the purpose of obtaining the LinnCo Shareholder Approvals (the “LinnCo Shareholders’ Meeting”), including the approval of the amendments (the “LinnCo Amendments”) to the limited liability company agreement of LinnCo (the “LinnCo LLC Agreement”) set forth in Annex C and the approval of the Contribution and Issuance, and to conduct a vote of the LinnCo Shareholders with respect to the voting of the Linn Units owned by LinnCo on the proposals to be presented at the Linn Members’ Meeting, and not postpone or adjourn the LinnCo Shareholders’ Meeting except to the extent required by applicable Law or to solicit additional proxies and votes in favor of the LinnCo Issuance, the Contribution and Issuance and the LinnCo Amendments if sufficient votes to constitute the LinnCo Shareholder Approvals have not been obtained; provided, that, unless otherwise agreed to by the parties, the LinnCo Shareholders Meeting may not be postponed or adjourned to a date that is more than 20 days after the date for which the LinnCo Shareholders Meeting was originally scheduled (excluding any adjournments or postponements required by applicable Law). As promptly as reasonably practicable following the clearance of the Joint Proxy Statement/Prospectus by the SEC, Linn shall take all action necessary in accordance with applicable Law and its organizational documents to duly give notice of, convene and hold a meeting of its members for the purpose of obtaining the Linn Member Approval (the “Linn Members’ Meeting”) and not postpone or adjourn the Linn Members’ Meeting except to the extent required by applicable Law or to solicit additional proxies and votes in favor of the Issuance if sufficient votes to constitute the Linn Member Approval have not been obtained; provided, that, unless otherwise agreed to by the parties, the Linn Members’ Meeting may not be postponed or adjourned to a date that is more than 20 days after the date for which the Linn Members’ Meeting was originally scheduled (excluding any adjournments or postponements required by applicable Law). LinnCo will, through its Board of Directors, except in the case of a Linn Party Adverse Recommendation Change, recommend that its shareholders approve the LinnCo Issuance and the LinnCo Amendments and will use reasonable best efforts to solicit from its shareholders proxies in favor of the LinnCo Issuance and the LinnCo Amendments and to take all other action necessary or advisable to secure the vote or consent of its shareholders required by the rules of NASDAQ or applicable Law to obtain such approvals. Linn will, through its Board of Directors, recommend that its members approve the Issuance and will use reasonable best efforts to solicit from its members proxies in favor of the approval of the Issuance and to take all other action necessary or advisable to secure the vote or consent of its members required by the rules of NASDAQ or applicable Law to obtain such approvals. If the approval of the LinnCo Amendments by the holders of a majority of the LinnCo Common Shares entitled to vote thereon is obtained, LinnCo shall take all action necessary in accordance with applicable Law and its organizational documents to adopt the LinnCo Amendments. (d) Each of the parties hereto shall use their reasonable best efforts to cause the Company Stockholders’ meeting, the LinnCo Shareholders Meeting and the Linn Members’ Meeting to be held on the same date.

Filings; Other Actions. (a) As promptly as reasonably practicable following the date of this Agreement, the Company shall prepare and file with the SEC the Joint Proxy Statement, and Parent and the Partnership shall prepare and file with the SEC the Form S-4, S-4 in which the Joint Proxy Statement will include be included as a prospectus. The Company and Parent shall provide the Combined Consent Statement/Prospectusother with the opportunity to review and comment on such documents prior to their filing with the SEC. Each of Parent and the Partnership Company shall use reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as reasonably practicable after such filing and to keep the Form S-4 effective as long as necessary to consummate the LP Merger Merger. Parent will cause the Joint Proxy Statement to be mailed to Parent’s stockholders, and the other transactions contemplated herebyCompany will cause the Joint Proxy Statement to be mailed to the Company’s stockholders, in each case as promptly as reasonably practicable after the Form S-4 is declared effective under the Securities Act. Parent shall also take any action required to be taken under any applicable state or provincial securities laws in connection with the issuance and reservation of shares of Parent Common Units Stock in the LP MergerMerger and the conversion of Company Stock Options into options to acquire Parent Common Stock, the conversion of the Restricted Shares into the right to receive Parent Common Stock as set forth in Section 5.6(a)(ii) and the conversion of the Restricted Stock Units into shares of Parent Common Stock as set forth in Section 5.6(a)(ii), and the Partnership Company shall furnish all information concerning the Partnership Company and the holders of Partnership Company Common Units, or holders of a beneficial interest therein, Stock as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 or the Combined Consent Statement/Prospectus Joint Proxy Statement will be made by Parent or the PartnershipCompany, as applicable, without the other’s prior consent (which shall not be unreasonably withheld, conditioned delayed or delayedconditioned) and without providing the other party a reasonable the opportunity to review and comment thereon. Parent or the PartnershipCompany, as applicable, will advise the other promptly after it receives oral or written notice of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Parent Common Units Stock issuable in connection with the LP Merger for offering or sale in any jurisdiction, or any oral or written request by the SEC for amendment of the Combined Consent Statement/Prospectus Joint Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information, and will promptly provide the other with copies of any written communication from the SEC or any state securities commission. If at any time prior to the Effective Time any information relating to Parent or the PartnershipCompany, or any of their respective affiliates, officers or directors, is discovered by Parent or the Partnership that Company which should be set forth in an amendment or supplement to any of the Form S-4 or the Combined Consent Joint Proxy Statement/Prospectus, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that which discovers such information shall promptly notify the other parties hereto party and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC SEC, after the other party has had a reasonable opportunity to review and comment thereon, and, to the extent required by lawapplicable Law, disseminated to the unitholders respective stockholders of Parent and the Partnership. For the avoidance of doubt, the Combined Consent Statement/Prospectus shall not be required to include a recommendation by the GP Board or the Conflicts Committee to the Partnership’s unitholders regarding this AgreementCompany. (b) The General Partner shall distribute to Each of the Partnership’s unitholders the Combined Consent Statement/Prospectus Company and Parent shall, as promptly as practicable after the Form S-4 is declared effective under the Securities Act. The Partnership shall (i) , take all action necessary in accordance with applicable Laws and the Partnership Company Organizational Documents, including Sections 13.6 and 13.11 in the case of the Partnership AgreementCompany, and the Parent Organizational Documents, in the case of Parent, to duly give notice of, convene and hold a meeting of its stockholders, respectively, to be held as promptly as practicable to consider, in the case of Parent, the Charter Amendment and the Stock Issuance (the “Parent Stockholders’ Meeting”) and, in the case of the Company, the approval of this Agreement and the approval of the transactions contemplated hereby, including the Merger (the “Company Stockholders’ Meeting”). The Company will, except to the extent the Company has made a Company Change of Recommendation in compliance with Section 5.4(e) or Section 5.4(g), through the Company Board, recommend that its stockholders approve this Agreement and will use reasonable best efforts to solicit from its stockholders, proxies in favor of the approval of this Agreement and to take all other action necessary or advisable to secure the vote or consent of its stockholders required by the rules of the NYSE or applicable Laws to obtain such approvals. Parent will, through the Parent Board, recommend that its stockholders approve the Charter Amendment and the Stock Issuance, and will use reasonable best efforts to solicit from its stockholders proxies in favor of the Charter Amendment and the Stock Issuance and to take all other action necessary or advisable to secure the vote or consent of its stockholders required by the rules of the NYSE or applicable Laws to obtain such approval. (c) The Parent Board may not withdraw or, in a manner adverse to the Company, modify or qualify the Parent Recommendation (any such actions being a “Parent Change of Recommendation”), except to the extent that the Parent Board is required to do so under applicable Law; provided, take all actions that the Parent Board shall not make a Parent Change of Recommendation pursuant to establish this Section 5.5(c) unless Parent has three business days in advance provided a record written notice to the Company advising the Company of its intent to make a Company Change of Recommendation as required under applicable Law. (d) Each of the Company and Parent will use reasonable best efforts to hold the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting, respectively, on the same date (which will be as the other party and as soon as reasonably practicable after the date upon which the Form S-4 is declared effective) for the purpose of determining Partnership unitholders entitled to deliver written consents, and (ii) in accordance with the Partnership Organizational Documents and applicable Law, distribute to the Partnership’s unitholders, the Combined Consent Statement/Prospectus, which shall include a form of consent that may be executed by the public unitholders of the Partnership Common Units in connection with the Requisite Unitholder Approval, as soon as reasonably practicable after the date upon which the Form S-4 becomes effective (and, in the case of the Sponsors, within 24 hours of the Form S-4 being declared effective)this Agreement.

Filings; Other Actions. (a) As promptly as reasonably practicable following the date of this Agreement, Parent and the Partnership Company shall prepare and file with the SEC the Proxy Statement, and Parent shall prepare and file with the SEC the Form S-4, in which the Proxy Statement will include the Combined Consent Statement/Prospectusbe included as a prospectus. Each of Parent and the Partnership Company shall use reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as reasonably practicable after such filing and to keep the Form S-4 effective as long as necessary to consummate the LP Merger and the other transactions contemplated hereby. The Company will cause the Proxy Statement to be mailed to the Company’s stockholders, as reasonably practicable after the Form S-4 is declared effective under the Securities Act. Parent shall also take any action required to be taken under any applicable state or provincial securities laws in connection with the issuance and reservation of Parent Common Series B Units in the LP Merger, and the Partnership Company shall furnish all information concerning the Partnership Company and the holders of Partnership Company Common Units, or holders of a beneficial interest therein, Stock as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 or the Combined Consent Statement/Prospectus Proxy Statement will be made by Parent or the PartnershipCompany, as applicable, without the other’s prior consent (which shall not be unreasonably withheld, conditioned delayed or delayedconditioned) and without providing the other party a reasonable opportunity to review and comment thereon. Parent or the PartnershipCompany, as applicable, will advise the other promptly after it receives oral or written notice of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Parent Common Series B Units issuable in connection with the LP Merger for offering or sale in any jurisdiction, or any oral or written request by the SEC for amendment of the Combined Consent Statement/Prospectus Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information, and will promptly provide the other with copies of any written communication from the SEC or any state securities commission. If at any time prior to the Effective Time any information relating to Parent or the PartnershipCompany, or any of their respective affiliates, officers or directors, is discovered by Parent or the Partnership that Company which should be set forth in an amendment or supplement to any of the Form S-4 or the Combined Consent Proxy Statement/Prospectus, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the unitholders stockholders of the Partnership. For the avoidance of doubt, the Combined Consent Statement/Prospectus shall not be required to include a recommendation by the GP Board or the Conflicts Committee to the Partnership’s unitholders regarding this AgreementCompany. (b) The General Partner Company shall distribute take all action necessary in accordance with applicable Laws and the Company Organizational Documents to the Partnership’s unitholders the Combined Consent Statement/Prospectus duly give notice of, convene and hold a meeting of its stockholders, to be held as promptly as practicable after the Form S-4 is declared effective under the Securities Act, to consider the adoption of this Agreement and the approval of the transactions contemplated hereby, including the Merger (the “Stockholders’ Meeting”). The Partnership shall (i) in accordance with the Partnership Organizational DocumentsCompany will, including Sections 13.6 and 13.11 of the Partnership Agreement, and applicable Law, take all actions to establish a record date (which will be as soon as reasonably practicable after the date upon which the Form S-4 is declared effective) for the purpose of determining Partnership unitholders entitled to deliver written consents, and (ii) in accordance with the Partnership Organizational Documents and applicable Law, distribute to the Partnership’s unitholders, the Combined Consent Statement/Prospectus, which shall include a form of consent that may be executed by the public unitholders of the Partnership Common Units in connection with the Requisite Unitholder Approval, as soon as reasonably practicable after the date upon which the Form S-4 becomes effective (and, except in the case of the Sponsorsa Change of Recommendation, within 24 hours through its Board of Directors, recommend that its stockholders adopt this Agreement and will use reasonable best efforts to solicit from its stockholders proxies in favor of the Form S-4 being declared effective)adoption of this Agreement and to take all other action necessary or advisable to secure the vote or consent of its stockholders required by the rules of the NYSE or applicable Laws to obtain such approvals.

Filings; Other Actions. (a) As promptly as reasonably practicable following the date of this Agreement, Parent and the Partnership Company shall jointly prepare and file with the SEC the Form S-4, which will include the Combined Consent Proxy Statement/ProspectusProspectus and will set forth the Company Recommendation. Each of Parent and the Partnership Company shall use reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as reasonably practicable after such filing and to keep the Form S-4 effective as long as necessary to consummate the LP Merger and the other transactions contemplated hereby. The Company will cause the Proxy Statement/Prospectus to be mailed to the Company stockholders as soon as reasonably practicable after the Form S-4 is declared effective under the Securities Act, but in no event earlier than the record date set by the Company. Parent shall also take any action required to be taken under any applicable state or provincial securities laws in connection with the issuance and reservation of shares of Parent Common Units Stock in the LP Merger, and the Partnership Company shall furnish all information concerning the Partnership Company and the holders of Partnership Company Common UnitsStock, or holders of a beneficial interest therein, as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 or the Combined Consent Proxy Statement/Prospectus Prospectus, or response to SEC comments with respect thereto, will be made by Parent or the PartnershipCompany, as applicable, without the other’s 's prior consent (which shall not be unreasonably withheld, conditioned or delayed) and without providing the other party a reasonable opportunity to review and comment thereon. Parent or the PartnershipCompany, as applicable, will advise the other promptly after it receives oral or written notice of the time when the Form S-4 has become effective or any supplement or amendment thereto has been filed, the issuance of any stop order, the suspension of the qualification of the shares of Parent Common Units Stock issuable in connection with the LP Merger for offering or sale in any jurisdiction, or any oral or written request by the SEC for amendment of the Combined Consent Proxy Statement/Prospectus or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information, and will promptly provide the other with copies of any written communication from the SEC or any state securities commission. If at any time prior to the Effective Time any information relating to Parent or the PartnershipCompany, or any of their respective affiliatesAffiliates, officers or directors, is discovered by Parent or the Partnership that Company which should be set forth in an amendment or supplement to any of the Form S-4 or the Combined Consent Proxy Statement/Prospectus, so that any of such documents would not include any a misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the unitholders of the Partnership. For the avoidance of doubt, the Combined Consent Statement/Prospectus shall not be required to include a recommendation by the GP Board or the Conflicts Committee to the Partnership’s unitholders regarding this AgreementCompany stockholders. (b) The General Partner Subject to Section 5.3(f), the Company shall distribute to the Partnership’s unitholders the Combined Consent Statement/Prospectus as promptly as practicable after the Form S-4 is declared effective under the Securities Act. The Partnership shall (i) take all action necessary in accordance with applicable Laws and the Partnership Company Organizational Documents, including Sections 13.6 and 13.11 of the Partnership Agreement, and applicable Law, take all actions Documents to establish set a record date (which will be as soon as reasonably practicable after the date upon which the Form S-4 is declared effective) for the purpose of determining Partnership unitholders entitled to deliver written consentsfor, and (ii) in accordance with the Partnership Organizational Documents and applicable Lawduly give notice of, distribute to the Partnership’s unitholders, the Combined Consent Statement/Prospectus, which shall include a form of consent that may be executed by the public unitholders of the Partnership Common Units in connection with the Requisite Unitholder Approvalconvene and, as soon as reasonably practicable after the date upon S-4 is declared effective, hold a meeting of its stockholders for the purpose of obtaining the Company Stockholder Approval (the "Company Stockholders' Meeting"). Except as expressly permitted by Section 5.3, the Company Board of Directors shall not make any Company Adverse Recommendation Change and shall include its recommendation that the Company stockholders vote in favor of the Merger in the Proxy Statement/Prospectus and shall solicit, and use its reasonable best efforts to obtain, the Company Stockholder Approval at the Company Stockholders' Meeting; provided, however, that the Company shall not have any liability to Parent based on a breach or violation of the Company's obligations to use its reasonable best efforts described in the preceding sentence unless the Company failed to take any actions requested thereunder by Parent that are within the reasonable best efforts of the Company. (c) The Company shall cooperate in good faith with and keep Parent informed on a current basis regarding its solicitation efforts and voting results following the dissemination of the Proxy Statement/Prospectus to its stockholders. Notwithstanding anything to the contrary contained in this Agreement, the Company may adjourn or postpone the Company Stockholders' Meeting (i) to the extent required by applicable Law, (ii) if as of the time for which the Form S-4 becomes effective Company Stockholders' Meeting is originally scheduled (andas set forth in the Proxy Statement/Prospectus) there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Stockholders' Meeting or (iii) with the prior written consent of Parent (which shall not be unreasonably withheld, delayed or conditioned). In addition, if at any time following the dissemination of the Proxy Statement/Prospectus, either the Company or Parent reasonably determines in good faith that the Company Stockholder Approval is unlikely to be obtained at the Company Stockholders' Meeting, then prior to the vote contemplated having been taken, each of the Company and Parent shall have the right to require one adjournment or postponement of the Company Stockholders' Meeting; provided that no such adjournment or postponement shall delay the Company Stockholders' Meeting by more than 30 days from the originally scheduled date and provided, further, that, in the case event the Company has given Parent notice that it intends to make a Company Adverse Recommendation Change pursuant to Section 5.3(e) or 5.3(f) or terminate this Agreement and enter into a definitive agreement relating to a Company Superior Proposal pursuant to Section 5.3(f), Parent may require an adjournment or postponement of the SponsorsCompany Stockholders' meeting without the Company's consent only to the extent that (i) the applicable notice period(s) with respect to a notice from the Company pursuant to Section 5.3(e) or 5.3(f) have not expired or been waived, (ii) Parent has made (or intends to make) proposed revisions to this Agreement in response to such a notice within 24 hours the time period required and (iii) and negotiations pursuant to Section 5.3(e) or 5.3(f) are continuing. During any such period of adjournment or postponement, the Company shall continue in all respects to comply with its obligations under Section 5.3 and this Section 5.4. (d) The Company hereby acknowledges that pursuant to the Company Voting Agreements, each of the Form S-4 being declared effectiveCompany stockholders party thereto has irrevocably granted to and appointed (subject to Section 4.2 of the applicable Company Voting Agreement) Parent and up to two of Parent's designated representatives as such stockholder's proxy to vote the Company Common Stock (and other securities having voting rights) held by such stockholder at the Company Stockholders' Meeting or in any action by written consent of the Company stockholders during the Voting Period (as defined in the applicable Company Voting Agreement), solely on the matters and in the manner specified in the Company Voting Agreements (the "Company Stockholder Proxies"). The Company further agrees that during the Voting Period (as defined in the applicable Company Voting Agreement), it shall recognize the grant of any such Company Stockholder Proxy and the exercise thereof by Parent or one of its designated representatives in accordance with its terms at any meeting of the Company stockholders (including the Company Stockholders' Meeting and any adjournment or postponement thereof) or in any action by written consent of the Company stockholders, subject to applicable Law.

Filings; Other Actions. (a) As promptly as reasonably practicable following the date of this Agreement, Parent and the Partnership Company shall jointly prepare and file with the SEC the Form S-4, which will include the Combined Consent Proxy Statement/ProspectusProspectus and will set forth the Company Recommendation. Each of Parent and the Partnership Company shall use reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as reasonably practicable after such filing and to keep the Form S-4 effective as long as necessary to consummate the LP Merger and the other transactions contemplated hereby. The Company will cause the Proxy Statement/Prospectus to be mailed to the Company stockholders as soon as reasonably practicable after the Form S-4 is declared effective under the Securities Act, but in no event earlier than the record date set by the Company. Parent shall also take any action required to be taken under any applicable state or provincial securities laws in connection with the issuance and reservation of shares of Parent Common Units Stock in the LP Merger, and the Partnership Company shall furnish all information concerning the Partnership Company and the holders of Partnership Company Common UnitsStock, or holders of a beneficial interest therein, as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 or the Combined Consent Proxy Statement/Prospectus Prospectus, or response to SEC comments with respect thereto, will be made by Parent or the PartnershipCompany, as applicable, without the other’s prior consent (which shall not be unreasonably withheld, conditioned or delayed) and without providing the other party a reasonable opportunity to review and comment thereon. Parent or the PartnershipCompany, as applicable, will advise the other promptly after it receives oral or written notice of the time when the Form S-4 has become effective or any supplement or amendment thereto has been filed, the issuance of any stop order, the suspension of the qualification of the shares of Parent Common Units Stock issuable in connection with the LP Merger for offering or sale in any jurisdiction, or any oral or written request by the SEC for amendment of the Combined Consent Proxy Statement/Prospectus or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information, and will promptly provide the other with copies of any written communication from the SEC or any state securities commission. If at any time prior to the Effective Time any information relating to Parent or the PartnershipCompany, or any of their respective affiliatesAffiliates, officers or directors, is discovered by Parent or the Partnership that Company which should be set forth in an amendment or supplement to any of the Form S-4 or the Combined Consent Proxy Statement/Prospectus, so that any of such documents would not include any a misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the unitholders of the Partnership. For the avoidance of doubt, the Combined Consent Statement/Prospectus shall not be required to include a recommendation by the GP Board or the Conflicts Committee to the Partnership’s unitholders regarding this AgreementCompany stockholders. (b) The General Partner Subject to Section 5.3(f), the Company shall distribute to the Partnership’s unitholders the Combined Consent Statement/Prospectus as promptly as practicable after the Form S-4 is declared effective under the Securities Act. The Partnership shall (i) take all action necessary in accordance with applicable Laws and the Partnership Company Organizational Documents, including Sections 13.6 and 13.11 of the Partnership Agreement, and applicable Law, take all actions Documents to establish set a record date (which will be as soon as reasonably practicable after the date upon which the Form S-4 is declared effective) for the purpose of determining Partnership unitholders entitled to deliver written consentsfor, and (ii) in accordance with the Partnership Organizational Documents and applicable Lawduly give notice of, distribute to the Partnership’s unitholders, the Combined Consent Statement/Prospectus, which shall include a form of consent that may be executed by the public unitholders of the Partnership Common Units in connection with the Requisite Unitholder Approvalconvene and, as soon as reasonably practicable after the date upon S-4 is declared effective, hold a meeting of its stockholders for the purpose of obtaining the Company Stockholder Approval (the “Company Stockholders’ Meeting”). Except as expressly permitted by Section 5.3, the Company Board of Directors shall not make any Company Adverse Recommendation Change and shall include its recommendation that the Company stockholders vote in favor of the Merger in the Proxy Statement/Prospectus and shall solicit, and use its reasonable best efforts to obtain, the Company Stockholder Approval at the Company Stockholders’ Meeting; provided, however, that the Company shall not have any liability to Parent based on a breach or violation of the Company’s obligations to use its reasonable best efforts described in the preceding sentence unless the Company failed to take any actions requested thereunder by Parent that are within the reasonable best efforts of the Company. (c) The Company shall cooperate in good faith with and keep Parent informed on a current basis regarding its solicitation efforts and voting results following the dissemination of the Proxy Statement/Prospectus to its stockholders. Notwithstanding anything to the contrary contained in this Agreement, the Company may adjourn or postpone the Company Stockholders’ Meeting (i) to the extent required by applicable Law, (ii) if as of the time for which the Form S-4 becomes effective Company Stockholders’ Meeting is originally scheduled (andas set forth in the Proxy Statement/Prospectus) there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Stockholders’ Meeting or (iii) with the prior written consent of Parent (which shall not be unreasonably withheld, delayed or conditioned). In addition, if at any time following the dissemination of the Proxy Statement/Prospectus, either the Company or Parent reasonably determines in good faith that the Company Stockholder Approval is unlikely to be obtained at the Company Stockholders’ Meeting, then prior to the vote contemplated having been taken, each of the Company and Parent shall have the right to require one adjournment or postponement of the Company Stockholders’ Meeting; provided that no such adjournment or postponement shall delay the Company Stockholders’ Meeting by more than 30 days from the originally scheduled date and provided, further, that, in the case event the Company has given Parent notice that it intends to make a Company Adverse Recommendation Change pursuant to Section 5.3(e) or 5.3(f) or terminate this Agreement and enter into a definitive agreement relating to a Company Superior Proposal pursuant to Section 5.3(f), Parent may require an adjournment or postponement of the SponsorsCompany Stockholders’ meeting without the Company’s consent only to the extent that (i) the applicable notice period(s) with respect to a notice from the Company pursuant to Section 5.3(e) or 5.3(f) have not expired or been waived, (ii) Parent has made (or intends to make) proposed revisions to this Agreement in response to such a notice within 24 hours the time period required and (iii) and negotiations pursuant to Section 5.3(e) or 5.3(f) are continuing. During any such period of adjournment or postponement, the Company shall continue in all respects to comply with its obligations under Section 5.3 and this Section 5.4. (d) The Company hereby acknowledges that pursuant to the Company Voting Agreements, each of the Form S-4 being declared effectiveCompany stockholders party thereto has irrevocably granted to and appointed (subject to Section 4.2 of the applicable Company Voting Agreement) Parent and up to two of Parent’s designated representatives as such stockholder’s proxy to vote the Company Common Stock (and other securities having voting rights) held by such stockholder at the Company Stockholders’ Meeting or in any action by written consent of the Company stockholders during the Voting Period (as defined in the applicable Company Voting Agreement), solely on the matters and in the manner specified in the Company Voting Agreements (the “Company Stockholder Proxies”). The Company further agrees that during the Voting Period (as defined in the applicable Company Voting Agreement), it shall recognize the grant of any such Company Stockholder Proxy and the exercise thereof by Parent or one of its designated representatives in accordance with its terms at any meeting of the Company stockholders (including the Company Stockholders’ Meeting and any adjournment or postponement thereof) or in any action by written consent of the Company stockholders, subject to applicable Law.

Filings; Other Actions. (a) As promptly as reasonably practicable following the date of this Agreementhereof, Parent Acquiror and Company shall cooperate in preparing and shall cause to be filed with the Partnership SEC mutually acceptable proxy materials which shall constitute the proxy statement/prospectus relating to the matters to be submitted to Company’s stockholders at the Company Meeting (such proxy statement/prospectus, and any amendments or supplements thereto, the “Proxy Statement/Prospectus”) and Acquiror shall prepare and file with the SEC a registration statement on Form S-4 (of which the Proxy Statement/Prospectus shall be a part) with respect to the issuance of Acquiror Common Stock in the Merger (such Form S-4, which will include and any amendments or supplements thereto, the Combined Consent Statement/Prospectus“Form S-4”). Each of Parent Acquiror and the Partnership Company shall use reasonable best efforts to have the Proxy Statement/Prospectus cleared by the SEC and the Form S-4 declared effective under by the Securities Act as promptly as reasonably practicable after such filing SEC and to keep the Form S-4 effective as long as is necessary to consummate the LP Merger and the other transactions contemplated herebythereby. Parent Acquiror and Company shall, as promptly as practicable after receipt thereof, provide the other party copies of any written comments and advise the other party of any oral comments with respect to the Proxy Statement/Prospectus or Form S-4 received from the SEC. Each party shall also cooperate and provide the other party with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement/Prospectus and the Form S-4 prior to filing such with the SEC, and each party will provide the other party with a copy of all such filings made with the SEC. Acquiror shall use its reasonable best efforts to take any action required to be taken under any applicable state or provincial securities laws in connection with the issuance Merger and reservation of Parent Common Units in the LP Merger, and the Partnership each party shall furnish all information concerning the Partnership it and the holders of Partnership Common Units, or holders of a beneficial interest therein, others to its capital stock as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 or the Combined Consent Statement/Prospectus will be made by Parent or the Partnership, as applicable, without the other’s prior consent (which shall not be unreasonably withheld, conditioned or delayed) and without providing the other Each party a reasonable opportunity to review and comment thereon. Parent or the Partnership, as applicable, will advise the other party, promptly after it receives oral or written notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filedeffective, the issuance of any stop order, the suspension of the qualification of the Parent Acquiror Common Units stock issuable in connection with the LP Merger for offering or sale in any jurisdiction, or any oral or written request by the SEC for amendment of the Combined Consent Proxy Statement/Prospectus or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information, and will promptly provide the other with copies of any written communication from the SEC or any state securities commission. S-4. (b) If at any time prior to the Effective Time any information relating to Parent or either of the Partnershipparties, or any of their respective affiliates, officers or directors, is should be discovered by Parent or the Partnership that either party which should be set forth in an amendment or supplement to any of the Form S-4 or the Combined Consent Proxy Statement/Prospectus, Prospectus so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that which discovers such information shall promptly notify the other parties party hereto and and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, and disseminated to the unitholders stockholders of the Partnership. For the avoidance of doubt, the Combined Consent Statement/Prospectus shall not be required to include a recommendation by the GP Board or the Conflicts Committee to the Partnership’s unitholders regarding this AgreementCompany. (bc) The General Partner shall distribute Each of Acquiror and Company agrees to cooperate with the other and, subject to the Partnership’s unitholders terms and conditions set forth in this Agreement, use reasonable best efforts to promptly prepare and file all necessary documentation (including making all required initial filings in connection with the Combined Consent Statement/Prospectus Regulatory Approvals within 45 days of the date of this Agreement), to effect all necessary applications, notices, petitions, filings and other documents, and to obtain as promptly as practicable after all necessary permits, consents, orders, approvals and authorizations of, or any exemption by, all third parties and Governmental Entities necessary or advisable to consummate the Form S-4 is declared effective under transactions contemplated by this Agreement, including the Securities ActRegulatory Approvals. The Partnership Each of Acquiror and Company shall (i) have the right to review in accordance advance, and to the extent practicable each will consult with the Partnership Organizational Documentsother, including Sections 13.6 and 13.11 in each case subject to applicable laws relating to the exchange of information, with respect to all the Partnership Agreementmaterial information relating to the other party, and applicable Law, take all actions to establish a record date (which will be as soon as reasonably practicable after the date upon which the Form S-4 is declared effective) for the purpose any of determining Partnership unitholders entitled to deliver written consents, and (ii) in accordance with the Partnership Organizational Documents and applicable Law, distribute to the Partnership’s unitholders, the Combined Consent Statement/Prospectustheir respective subsidiaries, which shall include a form of consent that may be executed by the public unitholders of the Partnership Common Units appears in any material filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the Requisite Unitholder Approvaltransactions contemplated by this Agreement. In exercising the foregoing right, as soon as reasonably practicable after the date upon which the Form S-4 becomes effective (and, in the case each of the Sponsorsparties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees that it will consult with the other party hereto with respect to the obtaining of all permits, within 24 hours consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each party will keep the other party apprised of the Form S-4 being declared effective)status of matters relating to completion of the transactions contemplated hereby. (d) Each of Acquiror and Company agree, upon request, to furnish the other with all information concerning itself, its subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement or any other statement, filing, notice or application made by or on behalf of such other party or any of its subsidiaries to any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement.

Filings; Other Actions. (a) As promptly as reasonably practicable following the date of this Agreement, the Holdings Parties shall prepare the Proxy Statement, which shall, subject to Section 5.3(d), include the Recommendation, and the Holdings Parties and Parent shall prepare the Schedule 13E-3. Parent and the Partnership Holdings Parties shall prepare and file cooperate with each other in connection with the SEC preparation of the Form S-4, which foregoing documents. The Holdings Parties will include the Combined Consent Statement/Prospectus. Each of Parent and the Partnership shall use their commercially reasonable best efforts to have the Form S-4 declared effective under Proxy Statement, and Parent and the Securities Act Holdings Parties will use their commercially reasonable efforts to have the Schedule 13E-3, cleared by the SEC as promptly as reasonably practicable after such filing and filing. The Holdings Parties will use their commercially reasonable efforts to keep cause the Form S-4 effective as long as necessary to consummate the LP Merger and the other transactions contemplated hereby. Parent shall also take any action required Proxy Statement to be taken under mailed to Holdings’ Unitholders as promptly as practicable after the Proxy Statement is cleared by the SEC. The Holdings Parties shall as promptly as practicable notify Parent of the receipt of any applicable state oral or provincial securities laws in connection written comments from the SEC relating to the Proxy Statement or Schedule 13E-3. The Holdings Parties shall cooperate and provide Parent with the issuance and reservation of Parent Common Units in the LP Merger, and the Partnership shall furnish all information concerning the Partnership and the holders of Partnership Common Units, or holders of a beneficial interest therein, as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 or the Combined Consent Statement/Prospectus will be made by Parent or the Partnership, as applicable, without the other’s prior consent (which shall not be unreasonably withheld, conditioned or delayed) and without providing the other party a reasonable opportunity to review and comment thereon. on the draft of the Proxy Statement (including each amendment or supplement thereto), which comments shall be considered reasonably and in good faith by the Holdings Parties, and Parent and the Holdings Parties shall cooperate and provide each other with a reasonable opportunity to review and comment on the draft Schedule 13E-3 (including each amendment or the Partnershipsupplement thereto), as applicable, will advise which comments shall be considered reasonably and in good faith by the other promptly after it receives oral or written notice party, and all responses to requests for additional information by and replies to comments of the time when SEC, prior to filing such with or sending such to the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Parent Common Units issuable in connection with the LP Merger for offering or sale in any jurisdiction, or any oral or written request by the SEC for amendment of the Combined Consent Statement/Prospectus or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional informationSEC, and Parent and the Holdings Parties will promptly provide the each other with copies of any written communication from all such filings made and correspondence with the SEC or any state securities commissionwith respect thereto. If at any time prior to the Effective Time Time, any information relating to Parent or the Partnership, or any of their respective affiliates, officers or directors, is should be discovered by Parent or the Partnership that any party hereto which should be set forth in an amendment or supplement to any of the Form S-4 Proxy Statement or the Combined Consent Statement/Prospectus, Schedule 13E-3 so that any of such documents the Proxy Statement or the Schedule 13E-3 would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party that which discovers such information shall promptly notify the other parties hereto and and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the Holdings Parties with the SEC and, and disseminated by the Holdings Parties to the extent required by law, disseminated to the unitholders Unitholders of the Partnership. For the avoidance of doubt, the Combined Consent Statement/Prospectus shall not be required to include a recommendation by the GP Board or the Conflicts Committee to the Partnership’s unitholders regarding this AgreementHoldings. (b) The General Partner shall distribute to the Partnership’s unitholders the Combined Consent Statement/Prospectus as promptly as practicable after the Form S-4 is declared effective under the Securities Act. The Partnership Holdings Parties shall (i) take all action necessary in accordance with applicable Laws and the Partnership Organizational DocumentsAgreement to duly call, including Sections 13.6 give notice of, convene and 13.11 hold a meeting of the Partnership Agreement, and applicable Law, take all actions to establish a record date (which will be Holdings’ Unitholders as soon promptly as reasonably practicable after following the date upon which mailing of the Form S-4 is declared effective) Proxy Statement for the purpose of determining obtaining the Unitholder Approval of the Merger and this Agreement (such meeting or any adjournment or postponement thereof, the “Partnership unitholders entitled to deliver written consentsMeeting”), and (ii) subject to a Change in Board Recommendation in accordance with Section 5.3(d), use all commercially reasonable efforts to solicit from its Unitholders proxies in favor of the adoption and approval of this Agreement and the Merger. Notwithstanding anything in this Agreement to the contrary, unless this Agreement is terminated in accordance with Article VII, the Holdings Parties will take all of the actions contemplated by this Section 5.4 regardless of whether there has been a Change in Board Recommendation, and shall direct that this Agreement be submitted to a vote of Unitholders in accordance with the Partnership Organizational Documents requirements of Articles XIII and applicable Law, distribute to the Partnership’s unitholders, the Combined Consent Statement/Prospectus, which shall include a form of consent that may be executed by the public unitholders XIV of the Partnership Common Units in connection with the Requisite Unitholder Approval, as soon as reasonably practicable after the date upon which the Form S-4 becomes effective (and, in the case of the Sponsors, within 24 hours of the Form S-4 being declared effective)Agreement.

Filings; Other Actions. (a) As promptly as reasonably practicable following the date of this Agreement, and in any event within 30 days of the date of this Agreement, Parent and the Partnership Company shall prepare and file with the SEC the Joint Proxy Statement, and Parent shall prepare and file with the SEC the Form S-4, in which the Joint Proxy Statement will include the Combined Consent Statement/Prospectusbe included as a prospectus. Each of Parent and the Partnership Company shall use reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as reasonably practicable after such filing and to keep the Form S-4 effective as long as necessary to consummate the LP Merger and the other transactions contemplated hereby. Parent will cause the Joint Proxy Statement to be mailed to Parent’s stockholders, and the Company will cause the Joint Proxy Statement to be mailed to the Company’s stockholders, in each case as promptly as reasonably practicable after the Form S-4 is declared effective under the Securities Act, and in any event within five (5) days thereof. Parent shall also take any action required to be taken under any applicable state or provincial securities laws in connection with the issuance and reservation of shares of Parent Common Units Stock in the LP Merger, Merger and in connection with the Converted RSU Awards and Assumed Shares and the Partnership Company shall furnish as promptly as reasonably practicable all information concerning the Partnership Company and the holders of Partnership Company Common Units, or holders of a beneficial interest therein, Stock as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 or the Combined Consent Statement/Prospectus Joint Proxy Statement will be made by Parent or the PartnershipCompany, as applicable, without the other’s prior consent (which shall not be unreasonably withheld, conditioned delayed or delayedconditioned) and without providing the other party a reasonable opportunity to review and comment thereon. Parent or the PartnershipCompany, as applicable, will advise the other promptly after it receives oral or written notice of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Parent Common Units Stock issuable in connection with the LP Merger for offering or sale in any jurisdiction, or any oral or written request by the SEC for amendment of the Combined Consent Statement/Prospectus Joint Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information, and will promptly provide the other with copies of any written communication from the SEC or any state securities commission. If at any time prior to the Effective Time any information relating to Parent or the PartnershipCompany, or any of their respective affiliates, officers or directors, is discovered by Parent or the Partnership that Company which should be set forth in an amendment or supplement to any of the Form S-4 or the Combined Consent Joint Proxy Statement/Prospectus, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the unitholders respective stockholders of the Partnership. For the avoidance of doubt, the Combined Consent Statement/Prospectus shall not be required to include a recommendation by the GP Board Parent or the Conflicts Committee to the Partnership’s unitholders regarding this AgreementCompany, as applicable. (b) The General Partner Each of the Company and Parent shall distribute take all action necessary in accordance with applicable Laws and the Company Organizational Documents, in the case of the Company, and the Parent Organizational Documents, in the case of Parent, to the Partnership’s unitholders the Combined Consent Statement/Prospectus duly give notice of, convene and hold a meeting of its stockholders, respectively, to be held as promptly as practicable after the Form S-4 is declared effective under the Securities Act, to consider, in the case of Parent, the Charter Amendment, the Stock Issuance and the Plan Amendment (the “Parent Stockholders’ Meeting”) and, in the case of the Company, the adoption of this Agreement and the approval of the transactions contemplated hereby, including the Merger (the “Company Stockholders’ Meeting”). The Partnership shall Company will, except to the extent a Company Change of Recommendation has been effected in accordance with Section 5.4(e) or Section 5.4(f), through its Board of Directors, recommend that its stockholders adopt this Agreement and will use reasonable best efforts to solicit from its stockholders proxies in favor of the adoption of this Agreement and to take all other action necessary or advisable to secure the vote or consent of its stockholders required by the rules of the NYSE or applicable Laws to obtain such approvals. Parent will, except to the extent a Parent Change of Recommendation has been effected in accordance with Section 5.5(e) or Section 5.5(f), through its Board of Directors, recommend that its stockholders approve the Charter Amendment, the Stock Issuance and the Plan Amendment, and will use reasonable best efforts to solicit from its stockholders proxies in favor of the Charter Amendment, the Stock Issuance and the Plan Amendment and to take all other action necessary or advisable to secure the vote or consent of its stockholders required by the rules of NASDAQ or applicable Laws to obtain such approval. Notwithstanding anything herein to the contrary, (i) in accordance with the Partnership Organizational Documentsevent of an Involuntary Company Filing Event, including Sections 13.6 Parent shall be entitled to delay, postpone or adjourn the Parent Stockholders' Meeting (and 13.11 if Parent elects to so delay, postpone or adjourn the Parent Stockholders' Meeting, the Company shall similarly delay, postpone or adjourn the Company Stockholders' Meeting) to a date that is five (5) business days after the end of the Partnership 40-day period contemplated by Section 5.5(f)(i)(B) to have such filing dismissed; provided, that if such filing is dismissed prior to the end of such period, the parties shall use commercially reasonable efforts to hold such meetings as soon as reasonably practicable, subject to the other terms and conditions of this Agreement, and applicable Law(ii) in the event of an Involuntary Parent Filing Event, take all actions the Company shall be entitled to establish delay, postpone or adjourn the Company Stockholders' Meeting (and if the Company elects to so delay, postpone or adjourn the Company Stockholders' Meeting, Parent shall similarly delay, postpone or adjourn the Parent Stockholders' Meeting) to a record date that is five (which 5) business days after the end of the 40-day period contemplated by Section 5.4(f)(i)(B) to have such filing dismissed; provided, that if such filing is dismissed prior to the end of such period, the parties shall use commercially reasonable efforts to hold such meetings as soon as reasonably practicable, subject to the other terms and conditions of this Agreement. (c) Each of the Company and Parent will be use reasonable best efforts to hold the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting, respectively, on the same date as the other party and as soon as reasonably practicable after the date upon which of this Agreement. (d) Each of the Form S-4 is declared effectiveparties hereto acknowledge and agree that the Parent Stockholders’ Meeting will constitute Parent’s annual meeting, and in addition to the Charter Amendment, the Stock Issuance and the Plan Amendment, the stockholders of Parent shall also consider the election of certain directors of Parent, the ratification of Deloitte & Touche LLP to serve as independent auditor of Parent and, subject to the Company’s written consent (not to be unreasonably withheld, conditioned or delayed) any other matter Parent or its Board of Directors determines appropriate for the purpose stockholders of determining Partnership unitholders entitled Parent to deliver written consents, and (ii) in accordance with the Partnership Organizational Documents and applicable Law, distribute to the Partnership’s unitholders, the Combined Consent Statement/Prospectus, which shall include a form of consent that may be executed by the public unitholders of the Partnership Common Units in connection with the Requisite Unitholder Approval, as soon as reasonably practicable after the date upon which the Form S-4 becomes effective (and, in the case of the Sponsors, within 24 hours of the Form S-4 being declared effective)consider.

Filings; Other Actions. (a) As promptly as reasonably practicable following the date of this Agreement, Parent Hyde Park and the Partnership Company shall cause Parent to prepare and file with the SEC the Form S-4, which will include the Combined Consent Joint Proxy Statement/Prospectus. Each of Parent Hyde Park and the Partnership Company shall use reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as reasonably practicable after such filing and to keep the Form S-4 effective as long as necessary to consummate the LP Merger Mergers and the other transactions contemplated hereby, which shall include their respective reasonable best efforts to cause to be delivered to each other consents from their respective independent auditors, in form reasonably satisfactory to the recipient and customary in scope and substance for consents delivered by independent public accountants in connection with registration statements on Form S-4 under the Securities Act. Parent Each of Hyde Park and the Company will cause the Joint Proxy Statement/Prospectus to be mailed to their respective stockholders and unitholders as soon as reasonably practicable after the Form S-4 is declared effective under the Securities Act. Hyde Park and the Company shall also take any action required to be taken under any applicable state or provincial securities laws in connection with the issuance and reservation of shares of Parent Common Units Stock in the LP MergerMergers, and Hyde Park and the Partnership Company shall furnish all information concerning the Partnership themselves and the holders of Partnership Common Units, or holders of a beneficial interest therein, their respective stockholders and unitholders as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 or the Combined Consent Joint Proxy Statement/Prospectus will be made by Parent or the Partnership, as applicable, without the other’s prior consent of Hyde Park and the Company (which which, in either case, shall not be unreasonably withheld, conditioned or delayed) and without providing the other party a reasonable opportunity to review and comment thereon. Parent Hyde Park or the PartnershipCompany, as applicable, will advise the other promptly after it receives oral or written notice of the time when the Form S-4 has become effective or any supplement or amendment thereto has been filed, the issuance of any stop order, the suspension of the qualification of the shares of Parent Common Units Stock issuable in connection with the LP Merger Mergers for offering or sale in any jurisdiction, or any oral or written request by the SEC for amendment of the Combined Consent Joint Proxy Statement/Prospectus or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information, and will promptly provide the other with copies of any written communication from the SEC or any state securities commission. If at any time prior to the Effective Time Times any information relating to Parent Hyde Park or the PartnershipCompany, or any of their respective affiliates, officers or directors, is discovered by Parent Hyde Park or the Partnership that Company which should be set forth in an amendment or supplement to any of the Form S-4 or the Combined Consent Joint Proxy Statement/Prospectus, so that any of such documents would not include any a misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of Hyde Park and the unitholders of the Partnership. For Company. (b) As promptly as reasonably practicable following the avoidance clearance of doubt, the Combined Consent Joint Proxy Statement/Prospectus by the SEC, Hyde Park shall take all action necessary in accordance with applicable Laws and the Hyde Park Organizational Documents to duly give notice of, convene and hold a meeting of its stockholders for the purpose of obtaining the Hyde Park Stockholder Approval (the “Hyde Park Stockholders Meeting”) and not postpone or adjourn the Hyde Park Stockholders Meeting except to the extent required by applicable Law or to solicit additional proxies and votes in favor of adoption of this Agreement if sufficient votes to constitute the Hyde Park Stockholder Approval have not been obtained; provided, that, unless otherwise agreed by the parties, the Hyde Park Stockholders Meeting may not be postponed or adjourned to a date that is more than 20 days after the date for which the Hyde Park Stockholders Meeting was originally scheduled (excluding any adjournments or postponements required by applicable Law). Hyde Park will, through the Hyde Park Board, recommend that its stockholders adopt this Agreement and will use reasonable best efforts to include a recommendation solicit from its stockholders proxies in favor of the adoption of this Agreement and to take all other action necessary or advisable to secure the vote or consent of its stockholders required by the GP Board rules of Nasdaq or applicable Laws to obtain such approvals. (c) The Company shall use its reasonable best efforts to provide Parent, by February 14, 2014, with (i) a copy of the Conflicts Committee audited consolidated balance sheets of the Company and its Subsidiaries as of December 31, 2013 and December 31, 2012 and the related audited consolidated statements of income, stockholders’ equity and cash flows for each of the years ended December 31, 2011, December 31, 2012 and December 31, 2013, together with a true and correct copy of the related notes and schedules thereto and the report of the Company’s auditor on such audited financial statements. Hyde Park shall use its reasonable best efforts to provide Parent, by February 14, 2014, with (i) a copy of the audited balance sheets of Hyde Park as of December 31, 2013 and December 31, 2012 and the related audited statements of income, stockholders’ equity and cash flows for the year ended December 31, 2012, the period from February 24, 2011 (inception) through December 31, 2011 and the period from February 24, 2011 (inception) through December 31, 2012., together with a true and correct copy of the related notes and schedules thereto and the report of Hyde Park’s auditor on such audited financial statements. (d) As promptly as reasonably practicable following the clearance of the Joint Proxy Statement/Prospectus by the SEC, the Company shall take all action necessary in accordance with applicable Laws and the Company Organizational Documents to duly give notice of, convene and hold a meeting of its unitholders for the purpose of obtaining the Company Unitholder Approval (the “Company Unitholder Meeting”) and not postpone or adjourn the Company Unitholder Meeting except to the Partnershipextent required by applicable Law or to solicit additional proxies and votes in favor of adoption of this Agreement if sufficient votes to constitute the Company Unitholder Approval have not been obtained; provided, that, unless otherwise agreed by the parties, the Company Unitholder Meeting may not be postponed or adjourned to a date that is more than 20 days after the date for which the Company Unitholder Meeting was originally scheduled (excluding any adjournments or postponements required by applicable Law). The Company will, through the Company Board, recommend that its unitholders adopt this Agreement and will use reasonable best efforts to solicit from its unitholders proxies in favor of the adoption of this Agreement and to take all other action necessary or advisable to secure the vote or consent of the requisite unitholders required by applicable Laws to obtain such approvals. (e) If required by applicable Law and the respective organizational documents of the Merger Subs, each Merger Sub will promptly after the execution of this Agreement and in any event no later than 11:59 p.m. (Eastern Time) on the date of this Agreement, submit this Agreement to such Merger Sub’s unitholders regarding stockholder for the purpose of approving the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Hyde Park Merger, in the case of Merger Sub 1, and the Company Merger, in the case of Merger Sub 2, by written consent (each a “Merger Sub Approval”), and each Merger Sub shall use its commercially reasonable efforts to obtain its Merger Sub Approval as promptly as reasonably practicable after the execution of this Agreement and in any event no later than 11:59 p.m. (Eastern) on the date of this Agreement. (bf) The General Partner shall distribute to the Partnership’s unitholders the Combined Consent Statement/Prospectus as promptly as practicable after the Form S-4 is declared effective under the Securities Act. The Partnership shall Each Merger Sub agrees that: (i) its board of directors or managers, as applicable, shall unanimously recommend that its sole stockholder vote to adopt and approve (or consent in accordance with the Partnership Organizational Documents, including Sections 13.6 and 13.11 of the Partnership Agreement, and applicable Law, take all actions to establish a record date (which will be as soon as reasonably practicable after the date upon which the Form S-4 is declared effective) for the purpose of determining Partnership unitholders entitled to deliver written consents, and (ii) in accordance with the Partnership Organizational Documents and applicable Law, distribute writing to the Partnership’s unitholders, adoption and approval of) this Agreement and the Combined Consent Statement/Prospectus, which shall include a form of consent that may be executed by the public unitholders of the Partnership Common Units in connection with the Requisite Unitholder Approval, as soon as reasonably practicable after the date upon which the Form S-4 becomes effective (andHyde Park Merger, in the case of Merger Sub 1, and the SponsorsCompany Merger, in the case of Merger Sub 2, and shall use commercially reasonable efforts to solicit such approval within 24 hours the time set forth in Section 5.5(d). (g) Parent shall take any action required to be taken, make all filings required to be made and pay all fees due under any applicable Federal, state or provincial securities laws in connection with the offer and sale of securities in the Private Equity Financing. No Offering Materials relating to the Private Equity Financing shall be furnished to investors or prospective investors without the prior consent of the Company and Hyde Park (which shall not be unreasonably withheld, conditioned or delayed) and without providing the Company and Hyde Park a reasonable opportunity to review and comment thereon. If at any time prior to the Effective Times any information relating to Hyde Park or the Company, or any of their respective affiliates, officers or directors, is discovered by Hyde Park or the Company which should be set forth in an amendment or supplement to any of the Offering Materials or any amendment or supplement thereto, so that any of such documents would not include a misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly furnished to investors and prospective investors in the Private Equity Financing to the extent required by Law. The Private Equity Financing shall be conducted in accordance with Rule 506(b) under the Securities Act and offering procedures established by mutual agreement of the Company and Hyde Park. Any securities offered pursuant to the Private Equity Financing shall be offered only to Accredited Investors (i) with which the Company or its placement agent, if any, has a substantive pre-existing relationship, (ii) that became interested in the Private Equity Financing other than through the Form S-4, (iii) that were not contacted through marketing or solicitation efforts related to a Hyde Park special meeting or a Company special meeting and (iv) that did not contact Parent, Hyde Park or the Company as a result of the Form S-4 being declared effective)S-4.

Filings; Other Actions. (a) As promptly as reasonably practicable following the date of this Agreement, Parent and the Partnership Company shall prepare and file with the SEC the Form S-4, which will include the Combined Consent Proxy Statement/Prospectus. Each of Parent and the Partnership Company shall use reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as reasonably practicable after such filing and to keep the Form S-4 effective as long as necessary to consummate the LP Merger and the other transactions contemplated hereby. The Company will cause the Proxy Statement/Prospectus to be mailed to the Company’s stockholders as soon as reasonably practicable after the Form S-4 is declared effective under the Securities Act. Parent shall also take any action required to be taken under any applicable state or provincial securities laws in connection with the issuance and reservation of Parent Common Units in the LP Merger, and the Partnership Company shall furnish all information concerning the Partnership Company and the holders of Partnership Company Common UnitsStock and Company Preferred Stock, or holders of a beneficial interest therein, as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 or the Combined Consent Proxy Statement/Prospectus will be made by Parent or the PartnershipCompany, as applicable, without the other’s prior consent (which shall not be unreasonably withheld, conditioned or delayed) and without providing the other party a reasonable opportunity to review and comment thereon. Parent or the PartnershipCompany, as applicable, will advise the other promptly after it receives oral or written notice of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Parent Common Units issuable in connection with the LP Merger for offering or sale in any jurisdiction, or any oral or written request by the SEC for amendment of the Combined Consent Proxy Statement/Prospectus or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information, and will promptly provide the other with copies of any written communication from the SEC or any state securities commission. If at any time prior to the Effective Time any information relating to Parent or the PartnershipCompany, or any of their respective affiliates, officers or directors, is discovered by Parent or the Partnership that Table of Contents Company which should be set forth in an amendment or supplement to any of the Form S-4 or the Combined Consent Proxy Statement/Prospectus, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the unitholders stockholders of the Partnership. For the avoidance of doubt, the Combined Consent Statement/Prospectus shall not be required to include a recommendation by the GP Board or the Conflicts Committee to the Partnership’s unitholders regarding this AgreementCompany. (b) The General Partner Company shall distribute take all action necessary in accordance with applicable Laws and the Company Organizational Documents to the Partnership’s unitholders the Combined Consent Statement/Prospectus duly give notice of, convene and hold a meeting of its stockholders, to be held as promptly as practicable after the Form S-4 is declared effective under the Securities Act, to consider the adoption of this Agreement (the “Company Stockholders’ Meeting”). The Partnership shall Company will, except in the case of a Change of Recommendation, through its Board of Directors, recommend that its stockholders adopt this Agreement and will use reasonable best efforts to solicit from its stockholders proxies in favor of the adoption of this Agreement and to take all other action necessary or advisable to secure the vote or consent of its stockholders required by the rules of the NYSE or applicable Laws to obtain such approvals. (c) Notwithstanding anything in this Agreement to the contrary, the Company may, in consultation with Parent, postpone or adjourn the Company Stockholders’ Meeting (i) in accordance with the Partnership Organizational Documents, including Sections 13.6 and 13.11 of the Partnership Agreement, and applicable Law, take all actions to establish a record date (which will be as soon as reasonably practicable after the date upon which the Form S-4 is declared effective) solicit additional proxies for the purpose of determining Partnership unitholders entitled to deliver written consentsobtaining the Company Stockholder Approval, and (ii) in accordance if there are insufficient shares of Company Common Stock and Company Preferred Stock present to constitute a quorum to conduct business at such meeting, (iii) to allow reasonable additional time for the filing and/or mailing of any supplemental or amended disclosure that the Company has determined after consultation with outside legal counsel is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Partnership Organizational Documents and applicable Law, distribute stockholders of the Company prior to the Partnership’s unitholders, Company Stockholders’ Meeting or (iv) if the Combined Consent Statement/Prospectus, which shall include a form of consent that may be executed Company has delivered any notice contemplated by Section 5.4(e) and the public unitholders of the Partnership Common Units in connection with the Requisite Unitholder Approval, as soon as reasonably practicable after the date upon which the Form S-4 becomes effective (and, in the case of the Sponsors, within 24 hours of the Form S-4 being declared effective)time periods contemplated by Section 5.4(e) have not expired.