Further Agreements of the Selling Unitholder. (a) Neither the Selling Unitholder nor any person acting on behalf of the Selling Unitholder (other than, if applicable, the Partnership and the Underwriters) shall use or refer to any “free writing prospectus” (as defined in Rule 405 under the Securities Act), relating to the Units.
(b) The Selling Unitholder will deliver to the Underwriters prior to or at the Initial Delivery Date a properly completed and executed United States Treasury Department Form W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof).
(c) Except as set forth in the most recent Preliminary Prospectus, the Selling Unitholder will not take, directly or indirectly, any action designed to or that has constituted or that reasonably would be expected to cause or result in the stabilization or manipulation of the price of any security of the Partnership in connection with the offering of the Units.
(d) The Selling Unitholder agrees to do and perform all things required or necessary to be done and performed under this Agreement by it prior to each Delivery Date, and to satisfy all conditions precedent to the Underwriters’ obligations hereunder to purchase the Units.
Further Agreements of the Selling Unitholder. The Selling Unitholder covenants and agrees with each Underwriter that:
Further Agreements of the Selling Unitholder. The Selling Unitholder agrees:
(a) Neither the Selling Unitholder nor any person acting on behalf of the Selling Unitholder (other than, if applicable, the Partnership and the Underwriters) shall use or refer to any “free writing prospectus” (as defined in Rule 405 under the Securities Act), relating to the Units;
(b) To deliver to the Representatives prior to the Initial Delivery Date a properly completed and executed United States Treasury Department Form W-8 (if the Selling Unitholder is a non-United States person) or Form W-9 (if the Selling Unitholder is a United States person);
(c) To apply the net proceeds from the sale of the Units being sold by the Selling Unitholder substantially in accordance with the description as set forth in the Prospectus under the caption “Use of Proceeds”; and
(d) To do and perform all things required or necessary to be done and performed under this Agreement by it prior to each Delivery Date, and to satisfy all conditions precedent to the Underwriters’ obligations hereunder to purchase the Units.
Further Agreements of the Selling Unitholder. The Selling Unitholder agrees:
(a) For a period of ninety (90) days from the date of the Prospectus, not to, directly or indirectly, (1) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Common Units or securities convertible into or exchangeable for Common Units (other than the Units), or (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, in each case without the prior written consent of the Representatives on behalf of the Underwriters.
(b) That the Firm Units and the Option Units, if any, are to be sold by the Selling Unitholder subject to the interest of the Underwriters and that the Selling Unitholder shall not, directly or indirectly, take any action that may terminate its obligations hereunder.
(c) To deliver to the Representatives prior to the applicable Delivery Date, a properly completed and executed United States Treasury Department Form W-9.
Further Agreements of the Selling Unitholder. The Selling Unitholder Agrees:
(a) Selling Unitholder Lock-Up Period. During the period commencing on the date hereof and ending on the 90th day from the date of the Prospectus (the “Selling Unitholder Lock-Up Period”), not to, directly or indirectly, without the prior written consent of the Representative, on behalf of the Underwriters: (A) offer for sale, sell, pledge, transfer or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any individual or entity at any time in the future of) any Common Units or securities convertible into or exchangeable or exercisable for Common Units (other than the Units); (B) sell or grant any options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable or exercisable for Common Units; (C) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of any Common Units, whether any such transaction described in clause (A), (B) or (C) above is to be settled by delivery of Common Units or other securities, in cash or otherwise; (D) make any demand for or exercise any right or file or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any equity securities or any securities convertible into or exchangeable or exercisable for equity securities of the Partnership; or (E) publicly disclose the intention to do any of the foregoing; provided, however, that the restrictions contained in this Section 7 shall not apply to or restrict (i) registration of or sale to the Underwriter of any Common Units pursuant to the offering and this Agreement, (ii) distributions of Common Units to partners, members or stockholders of the Selling Unitholder, (iii) bona fide gifts, (iv) dispositions to any trust, family limited partnership or family limited liability company for the direct or indirect benefit of the Selling Unitholder and/or the immediate family of the Selling Unitholder, or (v) the Selling Unitholder’s ability to pledge Common Units (the “Pledge Units”) pursuant to any bona fide loan agreement (the “Loan Agreement”) with one or more national banks (the “Lender”) or transfer some or all of the Pledge Units to the Lender upon a default or an event of default by it under the Loan Agreement; provided, however, that in the case of transfers pursuant to clause...
Further Agreements of the Selling Unitholder. The Selling Unitholder agrees:
(a) During the Lock-Up Period, not to, directly or indirectly, (1) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Common Units or securities convertible into or exchangeable for Common Units (other than the Units), (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (3) make any demand for or exercise any right or file or cause to be filed a registration statement, including any amendments, with respect to the registration of any Common Units or securities convertible, exercisable or exchangeable into Common Units or any other securities of the Partnership or (4) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of Barclays Capital Inc., on behalf of the Underwriters. (b) Neither the Selling Unitholder nor any person acting on behalf of the Selling Unitholder (other than, if applicable, the Partnership and the Underwriters) shall use or refer to any “free writing prospectus” (as defined in Rule 405), relating to the Units.
Further Agreements of the Selling Unitholder. The Selling Unitholder agrees:
Further Agreements of the Selling Unitholder. The Selling Unitholder covenants and agrees with the Underwriters and the Magellan Parties:
(a) That the Units are subject to the interest of the Underwriters and that the obligations of the Selling Unitholder hereunder shall not be terminated by any act of the Selling Unitholder, by operation of law or the occurrence of any other event.
(b) Neither the Selling Unitholder nor any person acting on behalf of the Selling Unitholder (other than, if applicable, the Partnership and the Underwriters) shall use or refer to any “free writing prospectus” (as defined in Rule 405), relating to the Units;
(c) To deliver to the Underwriters prior to the Delivery Date a properly completed and executed United States Treasury Department Form W-9 or other applicable form.
Further Agreements of the Selling Unitholder. The Selling Unitholder agrees:
(a) For a period of sixty (60) days from the date of the Prospectus, not to, directly or indirectly, (1) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Common Units or securities convertible into or exchangeable for Common Units (other than (i) the Units, (ii) Common Units issued pursuant to employee benefit plans, qualified option plans or other employee compensation plans existing on the date hereof or pursuant to currently outstanding options, warrants or rights, or (iii) after the expiration of the Option (as provided in Section 5 hereof), registered Common Units sold to one or more investors in a transaction other than an underwritten public offering; provided, however, that any such investor purchasing such Common Units will furnish to the Underwriter a letter in substantially the form of Exhibit A hereto with respect to the period between the date of any such sale and the date sixty (60) days after the date of the Prospectus), or (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, in each case without the prior written consent of the Underwriter.
(b) That the Firm Units and the Option Units, if any, are to be sold by the Selling Unitholder subject to the interest of the Underwriter and that the Selling Unitholder shall not, directly or indirectly, take any action that may terminate its obligations hereunder.
(c) To deliver to the Underwriter prior to the applicable Delivery Date, a properly completed and executed United States Treasury Department Form W-9.
Further Agreements of the Selling Unitholder. The Selling Unitholder agrees:
(a) To deliver to the Underwriters (or its agent), prior to or at the Delivery Date, a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 (or its equivalent) or an IRS Form W-8 (or its equivalent), as appropriate, together with all required attachments to such form;
(b) Not to take, directly or indirectly, any action designed to cause or result in, or which might reasonably be expected to constitute, the stabilization or manipulation of the price of the Common Units to facilitate the sale or resale of the Common Units in violation of any law, rule or regulation; and
(c) To advise the Underwriters promptly, and if requested by the Underwriters, to confirm such advice in writing, so long as delivery of a prospectus relating to the Units by an underwriter or dealer may be required under the Securities Act, of any material change in information in the Pricing Disclosure Package relating to such Selling Unitholder which comes to the attention of such Selling Unitholder.
