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

Lock-up Period; Lock-up Letters. For a period of 180 days from the date of this Prospectus, not to, directly or indirectly, (i) 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 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 the grant of options pursuant to option plans existing on the date 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 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, in each case without the prior written consent of Xxxxxx Brothers Inc. on behalf of the Underwriters; provided, however, that the foregoing restrictions do not apply to: (A) the 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 the Partnership to non-employee directors as described in the Prospectus or restricted units, phantom units and options issued under the 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 of this Section 5(h) by executing a letter or letters substantially in the form of Exhibit D hereto. Each of LP Corp. and KRC and each executive officer and director of the General Partner shall furnish to the Representatives, prior to the First Delivery Date, a letter or letters, substantially in the form of Exhibit 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.

Appears in 1 contract

Samples: Underwriting Agreement (Penn Virginia Corp)

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Lock-up Period; Lock-up Letters. For a period of 180 90 days from the date of this the Prospectus, not to, directly or indirectly, (i) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device which 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 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)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 the grant of options pursuant to option plans existing on the date 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 rights 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, in each case without the prior written consent of Xxxxxx Brothers Inc. the Representatives on behalf of the Underwriters; provided, however, that the foregoing restrictions do not apply to: (A) the sale of Common Units by the Partnership to the Underwriters in connection with the public offering contemplated hereby, hereby or (B) Common Units Units, phantom units, restricted units and options to be issued by the Partnership to non-employee employees and directors as described in the Prospectus or restricted units, phantom units of Enterprise Products Company and options issued its affiliates under the Enterprise Products 1998 Long-Term Incentive Plan of and the PartnershipEnterprise Products GP, and (C) up to 1,500,000 Common Units to be issued by the Partnership in connection with acquisitions provided thatLLC 1999 Long-Term Incentive Plan. Enterprise Products Company, (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 of this Section 5(h) by executing a letter or letters substantially in the form of Exhibit D hereto. Each of LP Corp. and KRC and each Enterprise Products Delaware Holdings L.P., Duncan Family 2000 Trust, Duncan Family 1998 Trust, EPOLP 1999 Trust axx xxxh executive officer and director xxx xxrector of the General Partner shall furnish to the RepresentativesUnderwriters, prior to the First Delivery Date, a letter or letters, substantially in the form of Exhibit D C 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 that 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 90 days from the date of the Prospectus, without the prior written consent of Xxxxxx Brothers Inc. the Representatives on behalf of the Underwriters.

Appears in 1 contract

Samples: Underwriting Agreement (Enterprise Products Operating L P)

Lock-up Period; Lock-up Letters. For a period of 180 90 days from the date of this the Prospectus, not to, directly or indirectly, (i) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device which 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 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)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 the grant of options pursuant to option plans existing on the date 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 rights 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, in each case without the prior written consent of Xxxxxx Brothers Inc. on behalf of the UnderwritersUnderwriter; provided, however, that the foregoing restrictions do not apply to: (A) the sale of Common Units by the Partnership to the Underwriters Underwriter in connection with the public offering contemplated hereby, ; (B) Common Units to be issued by the Partnership to non-employee directors as described in the Prospectus or restricted units, phantom units and options issued under the Long-Term Incentive Plan employee benefit plan of the Partnership, and Partnership on the date hereof or (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 of this Section 5(h) by executing a letter currently outstanding options, warrants or letters substantially in the form of Exhibit D heretorights. Each of LP Corp. and KRC and each executive officer and director of the General Partner person listed on Annex I shall furnish to the RepresentativesUnderwriter, prior to the First Delivery Date, a letter or letters, substantially in the form of Exhibit D C 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 that 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 90 days from the date of the Prospectus, without the prior written consent of Xxxxxx Brothers Inc. on behalf of the UnderwritersUnderwriter.

Appears in 1 contract

Samples: Underwriting Agreement (Valero L P)

Lock-up Period; Lock-up Letters. For a period of 180 days from the date of this the Prospectus, not to, directly or indirectly, (i) 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 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 the grant of options pursuant to option plans existing on the date 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 rights 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, in each case without the prior written consent of Xxxxxx Brothers Inc. on behalf of the Underwriters; provided, however, that the foregoing restrictions do not apply to: (A) the sale of Common Units by the Partnership to the Underwriters in connection with the public offering contemplated hereby, and (B) Common Units to be issued by the Partnership to non-employee directors as described in the Prospectus or restricted units, phantom units and options issued under the 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 of this Section 5(h) by executing a letter or letters substantially in the form of Exhibit D hereto. Each of LP Corp. and KRC and each executive officer and director of the General Partner shall furnish to the Representatives, prior to the First Delivery Date, a letter or letters, substantially in the form of Exhibit 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.

Appears in 1 contract

Samples: Underwriting Agreement (Sunoco Logistics Partners Lp)

Lock-up Period; Lock-up Letters. For a period of 180 days from the date of this the Prospectus, not to, directly or indirectly, (i1) 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, into or exchangeable for Common Units (other than the Common Units issued pursuant to employee benefits 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 the grant of options pursuant to option plans existing on the date 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 rights 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, in each case without the prior written consent of Xxxxxx Brothers Inc. on behalf of the Underwriters; provided, however, that the foregoing restrictions do not apply to: (A) the sale of Common Units by the Partnership to the Underwriters other than in connection with the public offering contemplated hereby, (B) Common Units to be issued by the Partnership to non-employee directors as described in the Prospectus or restricted units, phantom units and options issued under the 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 of this Section 5(h) by executing a letter or letters substantially in the form of Exhibit D hereto. Each of LP Corp. and KRC and The General Partner shall cause each executive officer and director of the General Partner shall to furnish to the RepresentativesUnderwriters, prior to the First Delivery Date, a letter or letters, substantially in the form of Exhibit D 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 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.

Appears in 1 contract

Samples: Underwriting Agreement (Stonemor Partners Lp)

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Lock-up Period; Lock-up Letters. For a period of 180 days from the date of this Prospectusthe 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 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 (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 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 without the prior written consent of Xxxxxx Brothers Inc. on behalf of the Initial Purchasers; provided, however, that the foregoing restrictions do not apply to the sale of Initial Notes by the Operating Partnership to the Initial Purchasers in connection with the Initial Notes offering contemplated hereby. Each executive officer and director of the General Partner shall furnish to the Representatives, prior to the Delivery Date, a letter or letters, substantially in the form of Exhibit 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 Common Units debt securities of the Operating Partnership or securities convertible into, or exchangeable for Common Units (other any of its subsidiaries having a maturity of more than Units issued pursuant to employee benefits plans, qualified unit option plans or other employee compensation plans existing on one year from 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 the grant of options pursuant to option plans existing on the date 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 rights of ownership issue 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, in each case without the prior written consent of Xxxxxx Brothers Inc. on behalf of the Underwriters; provided, however, that the foregoing restrictions do not apply to: except (A) the sale of Common Units by the Partnership to the Underwriters for New Notes in connection with the public offering contemplated hereby, Exchange Offer or (B) Common Units to be issued by the Partnership to non-employee directors as described in the Prospectus or restricted unitswith your prior consent, phantom units and options issued under the 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 of this Section 5(h) by executing a letter or letters substantially in the form of Exhibit D hereto. Each of LP Corp. and KRC and each executive officer and director of the General Partner shall furnish to the Representatives, prior to the First Delivery Date, a letter or letters, substantially in the form of Exhibit 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)debt securities, whether any such transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Units Notes or other debt securities, in cash or otherwise, in each case for a period of 180 days from the date of the ProspectusOffering Memorandum, without the prior written consent of Xxxxxx Brothers Inc. on behalf of the UnderwritersInitial Purchasers.

Appears in 1 contract

Samples: Purchase Agreement (Sunoco Logistics Partners Lp)

Lock-up Period; Lock-up Letters. For a period of 180 days from the date of this Prospectus, not to, directly or indirectly, (i) 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 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 the grant of options pursuant to option plans existing on the date 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 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, in each case without the prior written consent of Xxxxxx Lxxxxx Brothers Inc. on behalf of the Underwriters; provided, however, that the foregoing restrictions do not apply to: (A) the 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 the Partnership to non-employee directors as described in the Prospectus or restricted units, phantom units and options issued under the 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 of this Section 5(h) by executing a letter or letters substantially in the form of Exhibit D hereto. Each of LP Corp. and KRC and each executive officer and director of the General Partner shall furnish to the Representatives, prior to the First Delivery Date, a letter or letters, substantially in the form of Exhibit 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 Lxxxxx Brothers Inc. on behalf of the Underwriters.

Appears in 1 contract

Samples: Underwriting Agreement (Penn Virginia Resource Partners L P)

Lock-up Period; Lock-up Letters. For a period of 180 90 days from the date of this the Prospectus, not to, directly or indirectly, (i) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device which 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 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)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 the grant of options pursuant to option plans existing on the date 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 rights 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, in each case without the prior written consent of Xxxxxx Brothers Inc. the Representative on behalf of the Underwriters; provided, however, that the foregoing restrictions do not apply to: (A) the sale of Common Units by the Partnership to the Underwriters in connection with the public offering contemplated hereby, hereby or (B) Common Units Units, phantom units, restricted units and options to be issued by the Partnership to non-employee employees and directors as described in the Prospectus or restricted units, phantom units of Enterprise Products Company and options issued its affiliates under the Enterprise Products 1998 Long-Term Incentive Plan of the PartnershipPlan. Enterprise Products Company, and Enterprise Products Delaware Holdings L.P., Duncan Family 2000 Trust (C) up to 1,500,000 Common Units to be issued by the Partnership in connection with acquisitions provided thatformerly Enterprise Products 2000 Rabbi Trusx), Xxncan Family 1998 Trust (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 of this Section 5(h) by executing a letter or letters substantially in the form of Exhibit D hereto. Each of LP Corp. and KRC formerly Enterprise Products 1998 Unit Optiox Xxxxt), Enterprise Products 1999 Unit Option Trust and each executive officer and director of the General Partner shall furnish to the RepresentativesUnderwriters, prior to the First Delivery Date, a letter or letters, substantially in the form of Exhibit D C 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 that 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 90 days from the date of the Prospectus, without the prior written consent of Xxxxxx Brothers Inc. the Representative on behalf of the Underwriters.

Appears in 1 contract

Samples: Underwriting Agreement (Enterprise Products Operating L P)

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