Common use of Lock-up Period; Lock-up Letters Clause in Contracts

Lock-up Period; Lock-up Letters. For a period of 60 days from the date of the Prospectus (the “Lock-Up Period”), not to, directly or indirectly, (i) 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, or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units (other than (A) the grant of awards pursuant to the Western Gas Partners, LP 2008 Long-Term Incentive Plan and (B) the issuance of Common Units to Anadarko Petroleum Corporation or its affiliates as full or partial consideration for any sale or contribution of assets to the Partnership, provided that the Underwriters have received lock-up agreements from such sellers substantially in the form of Exhibit A and provided further that the number of Common Units issued is no more than 5% of the Common Units then outstanding), (ii) 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 (i) or (ii) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (iii) 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 (other than any registration statement on Form S-8 or as otherwise excepted from this lock-up provision) or (iv) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of Deutsche Bank Securities Inc.; provided, however, that the foregoing restrictions do not apply to: the issuance and sale of Common Units by the Partnership to the Underwriters in connection with the public offering contemplated by this Agreement; provided, that the Western Gas Parties shall otherwise remain subject to the restrictions set forth in this Section 4(i) with respect to any Common Units or any securities convertible into, or exercisable or exchangeable for, Common Units registered thereunder. Each person listed on Exhibit A-1, including each executive officer of the General Partner, shall furnish to the Underwriters, prior to or on the date of this Agreement, a letter or letters, substantially in the form of Exhibit A hereto.

Lock-up Period; Lock-up Letters. For a period of 60 180 days from the date of the Prospectus (the “Lock-Up Period”)Offering Memorandum, not to, directly or indirectly, (i) offer for sale, sell, pledge pledge, grant any option to purchase, issue any instrument convertible into or exchangeable for, 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 debt securities of the Operating Partnership or securities convertible intoany of its subsidiaries having a maturity of more than one year from the date of issue of such securities, or exchangeable for Common Units, or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units (other than except (A) for New Notes in connection with the grant of awards pursuant to the Western Gas Partners, LP 2008 Long-Term Incentive Plan and Exchange Offer or (B) the issuance of Common Units to Anadarko Petroleum Corporation with your prior consent, or its affiliates as full or partial consideration for any sale or contribution of assets to the Partnership, provided that the Underwriters have received lock-up agreements from such sellers substantially in the form of Exhibit A and provided further that the number of Common Units issued is no more than 5% of the Common Units then outstanding), (ii) 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 Unitsdebt securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Units Notes or other debt securities, in cash or otherwise, (iii) 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 (other than any registration statement on Form S-8 or as otherwise excepted from this lock-up provision) or (iv) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of Deutsche Bank Securities Inc.Xxxxxx Brothers Inc. on behalf of the Initial Purchasers; provided, however, that the foregoing restrictions do not apply to: to the issuance and sale of Common Units Initial Notes by the Operating Partnership to the Underwriters Initial Purchasers in connection with the public Initial Notes offering contemplated by this Agreement; provided, that the Western Gas Parties shall otherwise remain subject to the restrictions set forth in this Section 4(i) with respect to any Common Units or any securities convertible into, or exercisable or exchangeable for, Common Units registered thereunderhereby. Each person listed on Exhibit A-1, including each executive officer and director of the General Partner, Partner shall furnish to the UnderwritersRepresentatives, prior to or on the date of this AgreementDelivery Date, a letter or letters, substantially in the form of Exhibit A B hereto, pursuant to that each such person shall agree not to, directly or indirectly, (1) offer for sale, sell, pledge, grant any option to purchase issue any instrument convertible into or exchangeable for, 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 debt securities of the Operating Partnership or any of its subsidiaries having a maturity of more than one year from the date of issue of such securities, except (A) for New Notes in connection with the Exchange Offer or (B) with your prior consent, 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 debt securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Notes or other debt securities, in cash or otherwise, in each case for a period of 180 days from the date of the Offering Memorandum, without the prior written consent of Xxxxxx Brothers Inc. on behalf of the Initial Purchasers.

Lock-up Period; Lock-up Letters. For a period of 60 180 days from the date of the Prospectus (the “Lock-Up Period”)this Prospectus, not to, directly or indirectly, (i) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device that 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 UnitsUnits (other than Units issued pursuant to employee benefits plans, qualified unit option plans or other employee compensation plans existing on the date hereof or pursuant to currently outstanding options, warrants or rights), or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units (other than (A) the grant of awards options pursuant to option plans existing on the Western Gas Partners, LP 2008 Long-Term Incentive Plan and (B) the issuance of Common Units to Anadarko Petroleum Corporation or its affiliates as full or partial consideration for any sale or contribution of assets to the Partnership, provided that the Underwriters have received lock-up agreements from such sellers substantially in the form of Exhibit A and provided further that the number of Common Units issued is no more than 5% of the Common Units then outstandingdate hereof), or (ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks rights of ownership of such Common Units, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (iii) 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 (other than any registration statement on Form S-8 or as otherwise excepted from this lock-up provision) or (iv) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of Deutsche Bank Securities Inc.Xxxxxx Brothers Inc. on behalf of the Underwriters; provided, however, that the foregoing restrictions do not apply to: (A) the issuance and sale of Common Units by the Partnership to the Underwriters in connection with the public offering contemplated hereby, (B) Common Units to be issued by this Agreement; providedthe Partnership to non-employee directors as described in the Prospectus or restricted units, that phantom units and options issued under the Western Gas Parties shall otherwise remain subject Long-Term Incentive Plan of the Partnership, and (C) up to 1,500,000 Common Units to be issued by the Partnership in connection with acquisitions provided that, (1) such issuance is made pursuant to Section 5.7(b) of the Partnership Agreement and (2) the recipients of such Common Units agree in writing to be bound by the foregoing restrictions set forth in of this Section 4(i5(h) with respect to any Common Units by executing a letter or any securities convertible into, or exercisable or exchangeable for, Common Units registered thereunderletters substantially in the form of Exhibit D hereto. Each person listed on Exhibit A-1, including of LP Corp. and KRC and each executive officer and director of the General Partner, Partner shall furnish to the UnderwritersRepresentatives, prior to or on the date of this AgreementFirst Delivery Date, a letter or letters, substantially in the form of Exhibit A D hereto, pursuant to which each such person shall agree 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 shares of Common Units (including Directed Units, if any) or securities convertible into or exchangeable for Common 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 (including Directed Units, if any), 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 for a period of 180 days from the date of the Prospectus, without the prior written consent of Xxxxxx Brothers Inc. on behalf of the Underwriters.

Lock-up Period; Lock-up Letters. For a period of 60 45 days from the date of the Prospectus (the “Lock-Up Period”), not to, directly or indirectly, (i) 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, or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units (other than (A) the grant of awards pursuant to the Western Gas Partners, LP 2008 Long-Term Incentive Plan and (B) or the issuance of Common Units to Anadarko Petroleum Corporation or its affiliates as full or partial consideration for any sale or contribution of assets to the PartnershipWestern Midstream Partners, LP 2021 Long-Term Incentive Plan, provided that the Underwriters have Underwriter has received lock-up agreements from the recipients of such sellers awards substantially in the form of Exhibit A and provided further that D-1 (the number of Common Units issued is no more than 5% of the Common Units then outstanding“Lock-Up Agreements”)), (ii) 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 (i) or (ii) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, or (iii) 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 (other than any registration statement on Form S-8 or as otherwise excepted from this lock-up provision) or (iv) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of Deutsche Bank Securities Inc.the Underwriter; provided, however, that the foregoing restrictions do not apply to: the issuance and sale of Common Units by the Partnership Selling Unitholder to the Underwriters Underwriter in connection with the public offering Offering contemplated by this Agreement; provided, that the Western Gas Parties shall otherwise remain subject to the restrictions set forth in this Section 4(i5(i) with respect to any Common Units or any securities convertible into, or exercisable or exchangeable for, Common Units registered thereunder. Each person listed on Exhibit A-1D-2, including each executive officer of the General Partner, shall furnish to the UnderwritersUnderwriter, prior to or on the date of this Agreement, a letter or letters, substantially in the form of Exhibit A D-1 hereto.

Lock-up Period; Lock-up Letters. For a period of 60 90 days from the date of the Prospectus (the “Lock-Up Period”)Prospectus, not to, directly or indirectly, (i) 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, into or exchangeable for Common Units, or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units (other than (A) the grant of awards options pursuant to option plans existing on the Western Gas Partners, LP 2008 Long-Term Incentive Plan and (B) the issuance of Common Units to Anadarko Petroleum Corporation or its affiliates as full or partial consideration for any sale or contribution of assets to the Partnership, provided that the Underwriters have received lock-up agreements from such sellers substantially in the form of Exhibit A and provided further that the number of Common Units issued is no more than 5% of the Common Units then outstandingdate hereof), or (ii) 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 (i) or (ii) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (iii) 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 (other than any registration statement on Form S-8 or as otherwise excepted from this lock-up provision) or (iv) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of Deutsche Bank Securities Inc.Xxxxxx Brothers Inc. and Citigroup Global Markets Inc. on behalf of the Underwriters; provided, however, that the foregoing restrictions do not apply to: (A) the issuance and sale of Common Units by the Partnership to the Underwriters in connection with the public offering contemplated by this Agreementhereby; provided, that (B) restricted units granted under the Western Gas Parties shall otherwise remain subject to the restrictions set forth in this Section 4(iGeneral Partner's restricted unit plan and (C) with respect to any Common Units or any securities convertible into, or exercisable or exchangeable for, Common Units registered thereunderissuable under the Stock Issuance Agreements. Each person listed on Exhibit A-1, including each executive officer of the General Partner, Annex I shall furnish to the Underwriters, prior to or on the date of this AgreementFirst Delivery Date, a letter or letters, substantially in the form of Exhibit A G hereto, pursuant to which each such person shall agree 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 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 for a period of 90 days from the date of the Prospectus, without the prior written consent of Xxxxxx Brothers Inc. and Citigroup Global Markets Inc. on behalf of the Underwriters.

Lock-up Period; Lock-up Letters. For a period of 60 days from the date of the Prospectus (the “Lock-Up Period”), not to, directly or indirectly, (i) 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, or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units (other than (A) the grant of awards pursuant to the Western Gas Partners, LP 2008 Long-Term Incentive Plan and (B) the issuance of Common Units to Anadarko Petroleum Corporation or its affiliates as full or partial consideration for any sale or contribution of assets to the Partnership, provided that the Underwriters have received lock-up agreements from such sellers substantially in the form of Exhibit A and provided further that the number of Common Units issued is no more than 5% of the Common Units then outstanding), or (ii) 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 (i) or (ii) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (iii) 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 (other than any registration statement on Form S-8 or as otherwise excepted from this lock-up provision) or (iv) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of Deutsche Bank Securities Inc.Citigroup Global Markets Inc. (“Citi”); provided, however, that the foregoing restrictions do not apply to: the issuance and sale of Common Units by the Partnership to the Underwriters in connection with the public offering contemplated by this Agreement; provided, that the Western Gas Parties shall otherwise remain subject to the restrictions set forth in this Section 4(i) with respect to any Common Units or any securities convertible into, or exercisable or exchangeable for, Common Units registered thereunder. Each person listed on Exhibit A-1, including each executive officer of the General Partner, shall furnish to the Underwriters, prior to or on the date of this Agreement, a letter or letters, substantially in the form of Exhibit A hereto.

Lock-up Period; Lock-up Letters. For a period of 60 days from the date of the Prospectus (the “Lock-Up Period”), not to, directly or indirectly, (i) 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, or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units (other than (A) the grant of awards pursuant to the Western Gas Partners, LP 2008 Long-Term Incentive Plan and (B) the issuance of Common Units to Anadarko Petroleum Corporation or its affiliates as full or partial consideration for any sale or contribution of assets to the Partnership, provided that the Underwriters have received lock-up agreements from such sellers substantially in the form of Exhibit A and provided further that the number of Common Units issued is no more than 5% of the Common Units then outstanding), (ii) 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 (i) or (ii) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (iii) 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 (other than any registration statement on Form S-8 or as otherwise excepted from this lock-up provision) or (iv) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of Deutsche Bank Securities Barclays Capital Inc.; provided, however, that the foregoing restrictions do not apply to: the issuance and sale of Common Units by the Partnership to the Underwriters in connection with the public offering contemplated by this Agreement; provided, that the Western Gas Parties shall otherwise remain subject to the restrictions set forth in this Section 4(i) with respect to any Common Units or any securities convertible into, or exercisable or exchangeable for, Common Units registered thereunder. Each person listed on Exhibit A-1, including each executive officer of the General Partner, shall furnish to the Underwriters, prior to or on the date of this Agreement, a letter or letters, substantially in the form of Exhibit A hereto.

Lock-up Period; Lock-up Letters. For a period of 60 180 days from the date of the Prospectus (the “Lock-Up Period”)Prospectus, not to, directly or indirectly, (i) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device that 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 UnitsUnits (other than Units issued pursuant to employee benefits plans, qualified unit option plans or other employee compensation plans existing on the date hereof or pursuant to currently outstanding options, warrants or rights), or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units (other than (A) the grant of awards options pursuant to option plans existing on the Western Gas Partners, LP 2008 Long-Term Incentive Plan and (B) the issuance of Common Units to Anadarko Petroleum Corporation or its affiliates as full or partial consideration for any sale or contribution of assets to the Partnership, provided that the Underwriters have received lock-up agreements from such sellers substantially in the form of Exhibit A and provided further that the number of Common Units issued is no more than 5% of the Common Units then outstandingdate hereof), or (ii) 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 (i) or (ii) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (iii) 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 (other than any registration statement on Form S-8 or as otherwise excepted from this lock-up provision) or (iv) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of Deutsche Bank Securities Inc.Xxxxxx Brothers Inc. on behalf of the Underwriters; provided, however, that the foregoing restrictions do not apply to: (A) the issuance and sale of Common Units by the Partnership to the Underwriters in connection with the public offering contemplated by this Agreement; providedhereby, that the Western Gas Parties shall otherwise remain subject to the restrictions set forth in this Section 4(iand (B) with respect to any Common Units to be issued by the Partnership to non-employee directors as described in the Prospectus or any securities convertible intorestricted units, or exercisable or exchangeable for, Common Units registered thereunderphantom units and options issued under the Long-Term Incentive Plan of the Partnership. Each person listed on Exhibit A-1, including each executive officer and director of the General Partner, Partner shall furnish to the UnderwritersRepresentatives, prior to or on the date of this AgreementFirst Delivery Date, a letter or letters, substantially in the form of Exhibit A D hereto, pursuant to which each such person shall agree 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 shares of Common Units (including Directed Units, if any) or securities convertible into or exchangeable for Common 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 (including Directed Units, if any), 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 for a period of 180 days from the date of the Prospectus, without the prior written consent of Xxxxxx Brothers Inc. on behalf of the Underwriters.

Lock-up Period; Lock-up Letters. For a period of 60 90 days from the date of the Prospectus (the “Lock-Up Period”), not to, directly or indirectly, (i) 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, or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units (other than (A) the grant of awards pursuant to the Western Gas Equity Partners, LP 2008 2012 Long-Term Incentive Plan and (B) the issuance of Common Units to Anadarko Petroleum Corporation or its affiliates as full or partial consideration for any sale or contribution of assets to the Partnership, provided that the Underwriters have received lock-up agreements from such sellers substantially in the form of Exhibit A and provided further that the number of Common Units issued is no more than 5% of the Common Units then outstandingPlan), (ii) 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 (i) or (ii) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (iii) 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 (other than any registration statement on Form S-8 or as otherwise excepted from this lock-up provision) or (iv) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of Deutsche Bank Securities Inc.the Representatives; provided, however, that the foregoing restrictions do not apply to: the issuance and sale of the Common Units by the Partnership Selling Unitholder to the Underwriters in connection with the public offering contemplated by this Agreement; provided, that the Western Gas Parties shall otherwise remain subject to the restrictions set forth in this Section 4(i5(i) with respect to any Common Units or any securities convertible into, or exercisable or exchangeable for, Common Units registered thereunder. Each person listed on Exhibit A-1, including each executive officer of the General Partner, shall furnish to the Underwriters, prior to or on the date of this Agreement, a letter or letters, substantially in the form of Exhibit A hereto.

Lock-up Period; Lock-up Letters. For a period of 60 days from During the date of the Prospectus (the “Lock-Up Period”), not to, directly or indirectly, (i) 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, or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units (other than (A) the grant of awards pursuant to the Western Gas Partners, LP 2008 Long-Term Incentive Plan and (B) the issuance of Common Units to Anadarko Petroleum Corporation or its affiliates as full or partial consideration for any sale or contribution of assets to the Partnership, provided that the Underwriters have received lock-up agreements from such sellers substantially in the form of Exhibit A and provided further that the number of Common Units issued is no more than 5% of the Common Units then outstanding)Units, (ii) 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 (i) or (ii) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (iii) 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 (other than any registration statement on Form S-8 or as otherwise excepted from this lock-up provision) or (iv) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of Deutsche Bank Securities Inc.the Representative; provided, however, that the foregoing restrictions do not apply to: (i) the issuance and sale of Common Units by the Partnership Selling Unitholder to the Underwriters in connection with the public offering contemplated by this Agreement; provided, that (ii) the Western Gas Parties shall otherwise remain subject to sale of TEUs in the restrictions set forth in this Section 4(i) with respect to TEU Offering or the delivery of any Common Units or any securities convertible into, or exercisable or exchangeable for, pursuant to the Purchase Contracts; (iii) for a bona fide pledge of the Common Units registered thereunderand (iv) for a transfer of Common Units to an affiliate (as defined in Rule 405 promulgated under the Securities Act), provided that the transferee shall hold such transferred Common Units subject to this Section 6(a). Each person listed on Exhibit A-1, including each executive officer of the General Partner, The Selling Unitholder shall furnish to the Underwriters, prior to or on the date of this Agreement, a letter or lettersletter, substantially in the form of Exhibit A hereto.

Lock-up Period; Lock-up Letters. For a period of 60 90 days from the date of the Prospectus (the “Lock-Up Period”)Prospectus, not to, directly or indirectly, (i) 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, or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units (other than (A) the grant of awards options pursuant to option plans existing on the Western Gas Partners, LP 2008 Long-Term Incentive Plan and (B) the issuance of Common Units to Anadarko Petroleum Corporation or its affiliates as full or partial consideration for any sale or contribution of assets to the Partnership, provided that the Underwriters have received lock-up agreements from such sellers substantially in the form of Exhibit A and provided further that the number of Common Units issued is no more than 5% of the Common Units then outstandingdate hereof), or (ii) 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 (i) or (ii) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (iii) 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 (other than any registration statement on Form S-8 or as otherwise excepted from this lock-up provision) or (iv) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of Deutsche Bank Securities Inc.Lehman Brothers Inc. on behalf of the Underwriters; provided, however, that xxxx the foregoing restrictions do not apply to: (A) the issuance and sale of Common Units by the Partnership to the Underwriters in connection with the public offering contemplated by this Agreementhereby; provided, that the Western Gas Parties shall otherwise remain subject to the restrictions set forth in this Section 4(i(B) with respect to any Common Units to be issued by the Partnership to non-employee directors as described in the Prospectus or any securities convertible intorestricted units, phantom units and options issued under the employee benefit plan of the Partnership on the date hereof or exercisable or exchangeable for, (C) Common Units registered thereunderissued pursuant to currently outstanding options, warrants or rights. Each person listed on Exhibit A-1, including each executive officer of the General Partner, Annex I shall furnish to the Underwriters, prior to or on the date of this AgreementFirst Delivery Date, a letter or letters, substantially in the form of Exhibit A D hereto, pursuant to which each such person shall agree 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 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 for a period of 90 days from the date of the Prospectus, without the prior written consent of Lehman Brothers Inc. on behalf of the Underwriters.

Lock-up Period; Lock-up Letters. For a period of 60 180 days from the date of the Prospectus (the “Lock-Up Period”)Prospectus, not to, directly or indirectly, (i1) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device that 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, into or exchangeable for Common UnitsUnits (other than the Common Units issued pursuant to employee benefit plans, unit purchase plans, qualified unit option plans or other employee compensation plans existing on the date hereof or pursuant to currently outstanding options, warrants or rights), or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units (other than (A) the grant of awards options pursuant to option plans existing on the Western Gas Partners, LP 2008 Long-Term Incentive Plan and (B) the issuance of Common Units to Anadarko Petroleum Corporation or its affiliates as full or partial consideration for any sale or contribution of assets to the Partnership, provided that the Underwriters have received lock-up agreements from such sellers substantially in the form of Exhibit A and provided further that the number of Common Units issued is no more than 5% of the Common Units then outstandingdate hereof), or (ii2) 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 (i1) or (ii2) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (iii) 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 (other than any registration statement on Form S-8 or as otherwise excepted from this lock-up provision) or (iv) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of Deutsche Bank Securities Inc.; providedXxxxxx Brothers Inc. on behalf of the Underwriters, however, that the foregoing restrictions do not apply to: the issuance and sale of Common Units by the Partnership to the Underwriters other than in connection with the public offering contemplated by this Agreement; provided, that the Western Gas Parties hereby. The General Partner shall otherwise remain subject to the restrictions set forth in this Section 4(i) with respect to any Common Units or any securities convertible into, or exercisable or exchangeable for, Common Units registered thereunder. Each person listed on Exhibit A-1, including cause each executive officer and director of the General Partner, shall Partner to furnish to the Underwriters, prior to or on the date of this AgreementFirst Delivery Date, a letter or letters, substantially in the form of Exhibit A hereto, pursuant to which each such person shall agree 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 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 for a period of 180 days from the date of the Prospectus, without the prior written consent of Xxxxxx Brothers Inc. on behalf of the Underwriters.

Lock-up Period; Lock-up Letters. For a period of 60 45 days from the date of the Prospectus (the “Lock-Up Period”), not to, directly or indirectly, (i) 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, or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units (other than (A) the grant of awards pursuant to the Western Gas Equity Partners, LP 2008 2012 Long-Term Incentive Plan and (B) the issuance of Common Units to Anadarko Petroleum Corporation or its affiliates as full or partial consideration for any sale or contribution of assets to the Partnership, provided that the Underwriters have received lock-up agreements from such sellers substantially in the form of Exhibit A and provided further that the number of Common Units issued is no more than 5% of the Common Units then outstandingPlan), (ii) 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 (i) or (ii) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (iii) 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 (other than any registration statement on Form S-8 or as otherwise excepted from this lock-up provision) or (iv) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of Deutsche Bank Securities Inc.the Representative; provided, however, that the foregoing restrictions do not apply to: (i) the issuance and sale of the Common Units by the Partnership Selling Unitholder to the Underwriters in connection with the public offering contemplated by this AgreementAgreement and (ii) the sale of TEUs in the TEU Offering or the delivery of any Common Units pursuant to the Purchase Contracts; provided, that the Western Gas Parties shall otherwise remain subject to the restrictions set forth in this Section 4(i5(i) with respect to any Common Units or any securities convertible into, or exercisable or exchangeable for, Common Units registered thereunder. Each person listed on Exhibit A-1, including each executive officer of the General Partner, shall furnish to the Underwriters, prior to or on the date of this Agreement, a letter or letters, substantially in the form of Exhibit A hereto.