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

Lock-up Period; Lock-up Letters. Except as contemplated by the Purchase and Exchange Agreement and the respective dissolutions of AMH and AMH II, and except for any Family Transfer (as defined in the Lock-Up Agreements), for a period commencing on the date hereof and ending on the 180th day after the date of the Prospectus (the “Lock-Up Period”), not to, directly or indirectly, (1) offer for sale, sell 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 other Common Units or securities convertible into or exchangeable for Common Units (other than the Units and Common Units issued pursuant to employee benefit plans, option plans or other employee compensation plans existing on the date hereof), 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), (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (3) file or cause to be filed a registration statement, including any amendments, with respect to the registration of any Common Units or securities convertible, exercisable or exchangeable into Common Units or any other securities of the Partnership or (4) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the Representative on behalf of the Underwriters, and to cause AMH, AMH II, the Management Investors, and the executive officers and directors of the General Partner, to furnish to the Representative, prior to the Initial Delivery Date, a letter or letters, substantially in the form of Exhibit A hereto (the “Lock-Up Agreements”); notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period, the Partnership or ARLP issues an earnings release or material news or a material event relating to the Partnership occurs or (2) prior to the expiration of the Lock-Up Period, the Partnership or ARLP announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in this Section 5(a)(h) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless the Representative, on behalf of the Underwriters, waives such extension in writing;

Lock-up Period; Lock-up Letters. Except as contemplated by the Purchase and Exchange Agreement and the respective dissolutions of AMH and AMH II, and except for any Family Transfer (as defined in the Lock-Up Agreements), for For a period commencing on the date hereof and ending on the 180th day after of 45 days from the date of the Prospectus (the “Lock-Up Period”), not to, directly or indirectly, (1i) offer for sale, sell 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 other Common Units or securities convertible into into, or exchangeable for Common Units (other than the Units and Common Units issued pursuant to employee benefit plans, option plans or other employee compensation plans existing on the date hereof)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 (2ii) 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 (1i) or (2ii) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (3iii) 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 any other securities of the Partnership as otherwise excepted from this lock-up provision) or (4iv) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of Xxxxx Fargo Securities, LLC; provided, however, that the Representative on behalf foregoing restrictions do not apply to: (A) the issuance and sale of Common Units by the UnderwritersPartnership to the Underwriters in connection with the public offering contemplated by this Agreement, (B) the issuance and sale of Common Units, phantom units, restricted units and options by the Partnership to cause AMH, AMH IIemployees and directors of EPCO and its affiliates under the EPD Unit Purchase Plan, the Management InvestorsEnterprise Products 1998 Long-Term Incentive Plan, as amended, the Enterprise Products 2008 Long-Term Incentive Plan, as amended, and the EPCO, Inc. 2006 TPP Long-Term Incentive Plan, as amended, including sales pursuant to “cashless-broker” exercises of options to purchase Common Units in accordance with such plans as consideration for the exercise price and withholding taxes applicable to such exercises, (C) the issuance and sale of Common Units issued pursuant to the Partnership’s DRIP, or (D) the filing of a “universal” shelf registration statement on Form S-3, including both debt and equity securities, and any amendments thereto, which registration statement may also include Common Units of selling unitholders; provided, that (1) the Enterprise Parties shall otherwise remain subject to the restrictions set forth in this Section 5(i) with respect to any Common Units or any securities convertible into, or exercisable or exchangeable for, Common Units registered thereunder, (2) such registration statement and amendments if so filed shall contain only a generic and undetermined plan of distribution with respect to such securities during the Lock-Up Period, and (3) any selling unitholders registering Common Units under such registration statement shall agree in writing to be subject to the lock-up provisions set forth in the form of letter attached as Exhibit C hereto. Each person listed on Schedule IV, including each executive officers officer and directors director of the General Partner, to shall furnish to the RepresentativeUnderwriters, prior to or on the Initial Delivery Datedate of this Agreement, a letter or letters, substantially in the form of Exhibit A hereto (the “Lock-Up Agreements”); notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period, the Partnership or ARLP issues an earnings release or material news or a material event relating to the Partnership occurs or (2) prior to the expiration of the Lock-Up Period, the Partnership or ARLP announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in this Section 5(a)(h) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless the Representative, on behalf of the Underwriters, waives such extension in writing;C hereto.

Lock-up Period; Lock-up Letters. Except as contemplated by the Purchase and Exchange Agreement and the respective dissolutions of AMH and AMH II, and except for any Family Transfer (as defined in the Lock-Up Agreements), for For a period commencing on the date hereof and ending on the 180th day after the date of the Prospectus (the “Lock-Up Period”), not to, directly or indirectly, (1) offer for sale, sell 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 other Common Units or securities convertible into or exchangeable for Common Units (other than (A) the Units and Common Units or securities convertible into or exchangeable for Common Units issued pursuant to employee benefit plans, qualified option plans or other employee or director compensation plans or arrangements existing on the date hereof or (B) purchases of Common Units in open market transactions following the completion of the Offering and transfers of such Common Units to employees, officers or director by employee benefit plans, qualified option plans or other employee or director compensation plans or arrangements existing on the date hereof), 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), (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (3) file or cause to be filed a registration statement, including any amendments, with respect to the registration of any Common Units or securities convertible, exercisable or exchangeable into Common Units or any other securities of the Partnership (other than any registration statement on Form S-8) or (4) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the Representative Representatives, on behalf of the Underwriters, and to cause AMH, AMH II, the Management Investors, and the executive officers and directors of the General Partner, Partner and the unitholders of the Partnership set forth on Schedule 2 hereto to furnish to the RepresentativeRepresentatives, prior to the Initial Delivery Date, a an executed letter or letters, substantially in the form of Exhibit A hereto (the “Lock-Up Agreements”); notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period, the Partnership or ARLP issues an earnings release or material news or a material event relating to the Partnership occurs occurs, or (2) prior to the expiration of the Lock-Up Period, the Partnership or ARLP announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in this Section 5(a)(h) paragraph shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless the RepresentativeRepresentatives, on behalf of the Underwriters, waives waive such extension in writing;

Lock-up Period; Lock-up Letters. Except as contemplated by the Purchase and Exchange Agreement and the respective dissolutions of AMH and AMH II, and except for any Family Transfer (as defined in the Lock-Up Agreements), for For a period commencing on the date hereof and ending on the 180th day after of 45 days from the date of the Prospectus (the “Lock-Up Period”), not to, directly or indirectly, (1i) offer for sale, sell 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 other Common Units or securities convertible into into, or exchangeable for Common Units (other than the Units and Common Units issued pursuant to employee benefit plans, option plans or other employee compensation plans existing on the date hereof)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 options awards pursuant to option plans existing on the date hereofWestern Gas Partners, LP 2008 Long-Term Incentive Plan, (B) the offer and sale of Common Units pursuant to the Equity Distribution Agreement, dated December 28, 2012, among the Partnership, the General Partner, Citigroup Global Markets Inc., UBS Securities LLC and Mitsubishi UFJ Securities (USA), Inc. and (C) 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), (2ii) 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 (1i) or (2ii) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (3iii) 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 any other securities of the Partnership as otherwise excepted from this lock-up provision) or (4iv) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of RBC Capital Markets, LLC; provided, however, that the Representative 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 behalf of the UnderwritersExhibit A-1, and to cause AMH, AMH II, the Management Investors, and the including each executive officers and directors officer of the General Partner, to shall furnish to the RepresentativeUnderwriters, prior to or on the Initial Delivery Datedate of this Agreement, a letter or letters, substantially in the form of Exhibit A hereto (the “Lock-Up Agreements”); notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period, the Partnership or ARLP issues an earnings release or material news or a material event relating to the Partnership occurs or (2) prior to the expiration of the Lock-Up Period, the Partnership or ARLP announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in this Section 5(a)(h) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless the Representative, on behalf of the Underwriters, waives such extension in writing;hereto.

Lock-up Period; Lock-up Letters. Except as contemplated by the Purchase and Exchange Agreement and the respective dissolutions of AMH and AMH II, and except for any Family Transfer (as defined in the Lock-Up Agreements), for For a period commencing on the date hereof and ending on the 180th day after of 45 days from the date of the Prospectus (the “Lock-Up Period”), not to, directly or indirectly, (1i) offer for sale, sell 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 other Common Units or securities convertible into into, or exchangeable for Common Units (other than the Units and Common Units issued pursuant to employee benefit plans, option plans or other employee compensation plans existing on the date hereof)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 options awards pursuant to option plans existing on the date hereofWestern Gas Partners, LP 2008 Long-Term Incentive Plan, (B) the offer and sale of Common Units pursuant to the Equity Distribution Agreement, dated December 28, 2012, among the Partnership, the General Partner, Citigroup Global Markets Inc., UBS Securities LLC and Mitsubishi UFJ Securities (USA), Inc. and (C) 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), (2ii) 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 (1i) or (2ii) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (3iii) 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 any other securities of the Partnership as otherwise excepted from this lock-up provision) or (4iv) 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 Representative 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 behalf of the UnderwritersExhibit A-1, and to cause AMH, AMH II, the Management Investors, and the including each executive officers and directors officer of the General Partner, to shall furnish to the RepresentativeUnderwriters, prior to or on the Initial Delivery Datedate of this Agreement, a letter or letters, substantially in the form of Exhibit A hereto (the “Lock-Up Agreements”); notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period, the Partnership or ARLP issues an earnings release or material news or a material event relating to the Partnership occurs or (2) prior to the expiration of the Lock-Up Period, the Partnership or ARLP announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in this Section 5(a)(h) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless the Representative, on behalf of the Underwriters, waives such extension in writing;hereto.