Limitation on Subsequent Registration Rights. From and after the date hereof, the Partnership shall not, without the prior written consent of the Holders of a majority of the Registrable Securities, enter into any agreement with any current or future holder of any securities of the Partnership that would allow such current or future holder to require the Partnership to include securities in any registration statement filed by the Partnership on a basis other than pari passu with, or expressly subordinate to the rights of, the Holders of Registrable Securities hereunder.
Appears in 41 contracts
Samples: Registration Rights Agreement (Enviva Partners, LP), Common Unit Purchase Agreement (Enviva Partners, LP), Registration Rights Agreement (Noble Midstream Partners LP)
Limitation on Subsequent Registration Rights. From and after the date hereof, the Partnership shall not, without the prior written consent of the Holders of a majority of the outstanding Registrable Securities, enter into any agreement with any current or future holder of any securities of the Partnership that would allow such current or future holder to require the Partnership to include securities in any registration statement filed by the Partnership on a basis other than pari passu with, or expressly subordinate that is superior in any way to the piggyback rights of, granted to the Holders of Registrable Securities Purchasers hereunder.
Appears in 8 contracts
Samples: Common Unit Purchase Agreement, Registration Rights Agreement (Rose Rock Midstream, L.P.), Common Unit Purchase Agreement (Rose Rock Midstream, L.P.)
Limitation on Subsequent Registration Rights. From and after the date hereof, the Partnership shall not, without the prior written consent of the Holders of a majority of the outstanding Registrable Securities or securities convertible into Registrable Securities, as applicable, enter into any agreement with any current or future holder of any securities of the Partnership that would allow such current or future holder to require the Partnership to include securities in any registration statement filed by the Partnership for Other Holders on a basis other than pari passu with, or expressly subordinate to to, the piggyback rights of, of the Holders of Registrable Securities hereunder.
Appears in 6 contracts
Samples: Limited Partnership Agreement, Limited Partnership Agreement (Plains Gp Holdings Lp), Registration Rights Agreement (Plains All American Pipeline Lp)
Limitation on Subsequent Registration Rights. From and after the date hereof, the Partnership shall not, without the prior written consent of the Holders of a majority of the outstanding Registrable Securities, enter into any agreement with any current or future holder of any securities of the Partnership that would allow such current or future holder to require the Partnership to include securities in any registration statement filed by the Partnership on a basis other than pari passu with, or expressly subordinate that is superior in any way to the registration rights of, granted to the Holders of Registrable Securities Purchasers hereunder.
Appears in 4 contracts
Samples: Registration Rights Agreement (Legacy Reserves Lp), Registration Rights Agreement (Enterprise GP Holdings L.P.), Registration Rights Agreement (Williams Partners L.P.)
Limitation on Subsequent Registration Rights. From and after the date hereof, the Partnership shall not, without the prior written consent of (a) the Holders of a majority of the then outstanding Common Unit Registrable Securities and (b) the Holders of a majority of the then outstanding Preferred Unit Registrable Securities, enter into any agreement with any current or future holder of any equity securities of the Partnership that would allow such current or future holder to require the Partnership to include equity securities in any registration statement filed by the Partnership on a basis other than pari passu with, or expressly subordinate that is superior in any respect to the rights of, granted to the Holders of Registrable Securities hereunderpursuant to this Agreement.
Appears in 4 contracts
Samples: Registration Rights Agreement (NGL Energy Partners LP), Class D Preferred Unit and Warrant Purchase Agreement (NGL Energy Partners LP), Registration Rights Agreement (NGL Energy Partners LP)
Limitation on Subsequent Registration Rights. From and after the date hereof, the Partnership shall not, without the prior written consent of the Holders of a majority of the Registrable Securities, not enter into any agreement with any current or future holder of any securities of the Partnership that would allow such current or future holder to require the Partnership to include securities in any registration statement filed by the Partnership on a basis other than pari passu with, that would reduce or expressly subordinate to limit the rights of, of the Holders of Registrable Securities hereunderhereunder or otherwise on terms more favorable in the aggregate to such other holders than this Agreement.
Appears in 4 contracts
Samples: Registration Rights Agreement (PennTex Midstream Partners, LP), Registration Rights Agreement (PennTex Midstream Partners, LP), Registration Rights Agreement (PennTex Midstream Partners, LP)
Limitation on Subsequent Registration Rights. From and after the date hereof, the Partnership shall not, without the prior written consent of the Holders of at least a majority of the then outstanding Registrable Securities, enter into any agreement with any current or future holder of any equity securities of the Partnership that would allow such current or future holder to require the Partnership to include equity securities in any registration statement filed by the Partnership on a basis other than pari passu with, or expressly subordinate that is superior in any respect to the piggyback rights of, granted to the Holders of Registrable Securities hereunderpursuant to Section 2.02.
Appears in 3 contracts
Samples: Registration Rights Agreement (Mid-Con Energy Partners, LP), Class B Convertible Preferred Unit Purchase Agreement (Mid-Con Energy Partners, LP), Registration Rights Agreement (Mid-Con Energy Partners, LP)
Limitation on Subsequent Registration Rights. From and after the date hereof, the Partnership shall not, without the prior written consent of the Holders of a majority of the outstanding Registrable Securities, enter into any agreement with any current or future holder of any securities of the Partnership that would allow such current or future holder to require the Partnership to include securities in any registration statement filed by the Partnership on a basis other than pari passu with, or expressly subordinate that is superior in any way to the rights of, granted to the Holders of Registrable Securities Purchasers hereunder.
Appears in 3 contracts
Samples: Securities Agreement (American Midstream Partners, LP), Registration Rights Agreement (American Midstream Partners, LP), Common Unit Purchase Agreement (American Midstream Partners, LP)
Limitation on Subsequent Registration Rights. From and after the date hereof, the Partnership shall not, without the prior written consent of the Holders of a majority of the outstanding Registrable Securities, enter into any agreement with any current or future holder of any securities of the Partnership that would allow such current or future holder to require the Partnership to include securities in any registration statement filed by the Partnership on a basis other than pari passu with, or expressly subordinate to, the priority rights set forth in Section 2.2(b) granted to the rights of, the Holders of Registrable Securities hereunder.
Appears in 2 contracts
Samples: Registration Rights Agreement (Regency Energy Partners LP), Registration Rights Agreement (Crestwood Midstream Partners LP)
Limitation on Subsequent Registration Rights. From and after the date hereof, the Partnership shall not, without the prior written consent of the Holders of a majority of the outstanding Registrable Securities or securities convertible into Registrable Securities, as applicable, enter into any agreement with any current or future holder of any securities of the Partnership that would allow such current or future holder to require the Partnership to include securities in any registration statement filed by the Partnership on a basis other than pari passu with, or expressly subordinate to to, the piggyback rights of, of the Holders of Registrable Securities hereunder.
Appears in 2 contracts
Samples: Registration Rights Agreement (EnLink Midstream Partners, LP), Convertible Preferred Unit Purchase Agreement (EnLink Midstream Partners, LP)
Limitation on Subsequent Registration Rights. From and after the date hereof, the Partnership shall not, without the prior written consent of the Holders of at least a majority of the then outstanding Registrable Securities, enter into any agreement with any current or future holder of any securities of the Partnership that would allow such current or future holder to require the Partnership to include securities in any registration statement filed by the Partnership on a basis other than that is superior or pari passu with, or expressly subordinate to the rights of, of the Holders of Registrable Securities hereunder.
Appears in 2 contracts
Samples: Registration Rights Agreement (Sanchez Production Partners LP), Class B Preferred Unit Purchase Agreement (Sanchez Production Partners LP)
Limitation on Subsequent Registration Rights. From and after the date hereof, the Partnership shall not, without the prior written consent of the Holders of a majority of the outstanding Registrable Securities, enter into any agreement with any current or future holder of any securities of the Partnership (other than the General Partner or its Affiliates) that would allow such current or future holder to require the Partnership to include securities in any registration statement filed by the Partnership on a basis other than pari passu with, or expressly subordinate that is superior in any way to the piggyback rights of, granted to the Holders of Registrable Securities Purchasers hereunder.
Appears in 2 contracts
Samples: Common Unit Purchase Agreement (Universal Compression Partners, L.P.), Registration Rights Agreement (Universal Compression Partners, L.P.)
Limitation on Subsequent Registration Rights. From and after the date hereof, the Partnership shall not, without the prior written consent of the Holders of a majority of at least the Registrable SecuritiesSecurities Required Voting Percentage, enter into any agreement with any current or future holder of any securities of the Partnership that would allow such current or future holder to require the Partnership to include securities in any registration statement filed by the Partnership for Other Holders on a basis other than pari passu with, or expressly subordinate to to, the piggyback rights of, of the Holders of Common Unit Registrable Securities hereunder.
Appears in 2 contracts
Samples: Registration Rights Agreement (MPLX Lp), Purchase Agreement (MPLX Lp)
Limitation on Subsequent Registration Rights. From and after the date hereof, the Partnership shall not, without the prior written consent of the Holders of a majority of the then outstanding Registrable Securities, enter into any agreement with any current or future holder of any securities of the Partnership that would allow such current or future holder to require the Partnership to include securities in any registration statement filed by the Partnership on a basis other than pari passu with, or expressly subordinate that is senior in any way to the registration rights of, granted to the Holders of Registrable Securities Purchasers hereunder.
Appears in 2 contracts
Samples: Registration Rights Agreement (Abraxas Energy Partners LP), Registration Rights Agreement (Abraxas Petroleum Corp)
Limitation on Subsequent Registration Rights. From and after the date hereof, the Partnership shall not, without the prior written consent of the Holders of at least a majority of the then outstanding Registrable Securities, enter into any agreement with any current or future holder of any securities of the Partnership that would allow such current or future holder to require the Partnership to include securities in any registration statement filed by the Partnership on a basis other than pari passu with, or expressly subordinate to the rights of, the Holders of Registrable Securities hereunder.
Appears in 2 contracts
Samples: Registration Rights Agreement (Crestwood Equity Partners LP), Registration Rights Agreement (Crestwood Midstream Partners LP)
Limitation on Subsequent Registration Rights. From and after the date hereof, the Partnership shall not, without the prior written consent of the Holders of a majority of the then outstanding Registrable Securities, enter into any agreement with any current or future holder of any equity securities of the Partnership that would allow such current or future holder to require the Partnership to include equity securities in any registration statement filed by the Partnership on a basis other than pari passu with, or expressly subordinate that is superior in any respect to the piggyback rights of, granted to the Holders of Registrable Securities hereunderpursuant to Section 2.02.
Appears in 2 contracts
Samples: Registration Rights Agreement (NGL Energy Partners LP), Class a Convertible Preferred Unit and Warrant Purchase Agreement (NGL Energy Partners LP)
Limitation on Subsequent Registration Rights. From and after the date hereof, the Partnership shall not, without the prior written consent of the Holders of at least a majority of the then outstanding Registrable Securities, enter into any agreement with any current or future holder of any securities of the Partnership that would allow such current or future holder to require the Partnership to include securities in any registration statement filed by the Partnership on a basis other than pari passu with, or expressly subordinate that is superior to the rights of, of the Holders of Registrable Securities hereunder.
Appears in 2 contracts
Samples: Registration Rights Agreement (Sanchez Production Partners LP), Registration Rights Agreement (Sanchez Production Partners LP)
Limitation on Subsequent Registration Rights. From and after the date hereof, the Partnership shall not, without the prior written consent of the Holders of a majority of the Registrable Securitieseach Holder, enter into any agreement with any current or future holder of any securities of the Partnership that would allow such current or future holder to require the Partnership to include securities in any registration statement filed by the Partnership on a basis other than pari passu withthat is superior in any way to, conflicts with or expressly subordinate to impairs the rights of, the Holders of Registrable Securities granted to any Holder hereunder.
Appears in 1 contract
Samples: Registration Rights Agreement (Magellan Midstream Partners Lp)
Limitation on Subsequent Registration Rights. From and after the date hereof, the Partnership shall not, without the prior written consent of the Holders Investor (on behalf of a majority of the Registrable Securitiesitself and each Selling Holder), enter into any agreement with any current or future holder of any securities of the Partnership that would allow directly or indirectly such current or future holder to require the Partnership to include securities in any registration statement filed by the Partnership on a basis other than pari passu with, or expressly subordinate to the rights ofto, the Holders piggyback rights of Registrable Securities hereunder.the
Appears in 1 contract
Samples: Contribution Agreement (NextEra Energy Partners, LP)
Limitation on Subsequent Registration Rights. From and after the date hereof, the Partnership shall not, without the prior written consent of the Holders of a majority of the outstanding Registrable Securities, enter into any agreement with any current or future holder of any securities of the Partnership that would allow such current or future holder to require the Partnership to include securities in any registration statement filed by the Partnership on a basis other than pari passu with, or expressly subordinate subject to the rights priority in favor of, the Holders of Registrable Securities hereunderSeucirities.
Appears in 1 contract
Limitation on Subsequent Registration Rights. From and after the date hereof, the Partnership shall not, without the prior written consent of the Holders of a majority of the outstanding Registrable Securities, enter into any agreement with any current or future holder of any equity securities of the Partnership that would allow such current or future holder to require the Partnership to include equity securities in any registration statement filed by the Partnership on a basis other than pari passu with, or expressly subordinate that is superior in any way to the piggyback rights of, granted to the Holders of Registrable Securities Purchasers hereunder.
Appears in 1 contract
Samples: Registration Rights Agreement (NGL Energy Partners LP)
Limitation on Subsequent Registration Rights. From and after the date hereof, the Partnership shall not, without the prior written consent of the Holders of a majority of the then outstanding Registrable Securities, enter into any agreement with any current or future holder of any securities of the Partnership that would allow grant such current or future holder piggyback participation rights allowing such current or future holder to require the Partnership to include securities in any registration statement filed by the Partnership on a basis other than pari passu with, or expressly subordinate to the rights of, of the Holders of Registrable Securities hereunder.
Appears in 1 contract
Samples: Registration Rights Agreement (Teekay Offshore Partners L.P.)
Limitation on Subsequent Registration Rights. From and after the date hereof, the Partnership shall not, without the prior written consent of the Holders of a majority of the Registrable Securities, enter into any agreement with any current or future holder of any securities of the Partnership that would allow such current or future holder piggyback participation rights allowing such current or future holder to require the Partnership to include securities in any registration statement filed by the Partnership on a basis other than pari passu with, or expressly subordinate to to, the rights of, of the Holders of Registrable Securities hereunder.
Appears in 1 contract
Samples: Registration Rights Agreement (Teekay Offshore Partners L.P.)
Limitation on Subsequent Registration Rights. From and after the date hereof, the Partnership shall not, without the prior written consent of the Holders of at least a majority of the then outstanding Registrable Securities, enter into any agreement with any current or future holder of any equity securities of the Partnership that would allow such current or future holder to require the Partnership to include equity securities in any ACTIVE 226509354 registration statement filed by the Partnership on a basis other than pari passu with, or expressly subordinate that is superior in any respect to the piggyback rights of, granted to the Holders of Registrable Securities hereunderpursuant to Section 2.02.
Appears in 1 contract
Samples: Class B Convertible Preferred Unit Purchase Agreement (Mid-Con Energy Partners, LP)
Limitation on Subsequent Registration Rights. From and after the date hereof, the The Partnership shall not, without the prior written consent of the Holders of a majority of at least the Registrable SecuritiesSecurities Required Voting Percentage, enter into any agreement with any current or future holder of any securities of the Partnership that would allow such current or future holder to require the Partnership to include securities in any registration statement filed by the Partnership on a basis other than pari passu with, or expressly subordinate to to, the piggyback rights of, of the Holders of Registrable Securities hereunder.
Appears in 1 contract
Samples: Registration Rights Agreement (Natural Resource Partners Lp)
Limitation on Subsequent Registration Rights. From and after the date hereof, the Partnership shall not, without the prior written consent of the Holders of a majority of the Registrable Securities, not enter into any agreement with any current or future holder of any securities of the Partnership that would allow such current or future holder to require the Partnership to include securities in any registration statement filed by the Partnership on a basis other than pari passu with, or expressly subordinate to the rights of, the Holders of Registrable Securities hereunder.
Appears in 1 contract
Samples: Registration Rights Agreement (Emerge Energy Services LP)
Limitation on Subsequent Registration Rights. From and after the date hereof, the Partnership shall not, without the prior written consent of the Holders of a majority of the outstanding Registrable Securities, enter into any agreement with any current or future holder of any equity securities of the Partnership that would allow such current or future holder to require the Partnership to include securities in any registration statement filed by the Partnership on a basis other than pari passu with, or expressly subordinate that is superior in any way to the piggyback rights of, granted to the Holders of Registrable Securities hereunder.
Appears in 1 contract
Samples: Common Unit Purchase Agreement (Pacific Energy Partners Lp)