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

Lock-up Period; Lock-up Letters. 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, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Common Units or securities convertible into or exchangeable for Common Units (other than (A) the Units and Common Units or securities convertible into or exchangeable for Common Units granted or 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) Common Units granted to Xxxxx X. Xxxxx as disclosed in the Pricing Disclosure Package), 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 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 being the record holder 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 Representatives, on behalf of the Underwriters, and to cause the executive officers and directors of the General Partner and the unitholders of the Partnership set forth on Schedule 2 hereto to furnish to the Representatives, prior to the Initial Delivery Date, 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 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 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 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 Representatives, on behalf of the Underwriters, waive such extension in writing;

Lock-up Period; Lock-up Letters. For a period commencing on the date hereof and ending on the 180th 90th day after from the date of the Final Prospectus (the “Lock-Up Period”), not tothe NRP Parties shall not, directly or indirectly, (1i) 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, Subordinated Units or securities convertible into or exchangeable for Common Units or Subordinated Units (other than (A) the Units and Common Units or securities convertible into or exchangeable for Common Units granted or issued pursuant to employee benefit plans, qualified stock option plans or other employee or director compensation plans or arrangements existing on the date hereofhereof or pursuant to currently outstanding options, warrants or (B) Common Units granted to Xxxxx X. Xxxxx as disclosed in the Pricing Disclosure Packagerights), or sell or grant options, rights or warrants with respect to any Common Units, Subordinated Units or securities convertible into or exchangeable for Common Units or Subordinated Units (other than the grant of options or restricted units pursuant to option plans or employee benefit plans existing on the date hereof), (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 being the record holder ownership of such Common Units or Subordinated Units, whether any such transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Units, Subordinated Units or other securities, in cash or otherwise, (3iii) file or cause to be filed a registration statement, including any amendments, statement with respect to the registration of any Common Units or Units, Subordinated Units, securities convertible, exercisable or exchangeable into Common Units or Subordinated Units or any other securities of the Partnership (other than any registration statement on Form S-8) or (4iv) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of each of the Representatives, on behalf of the Underwriters, and except that (a) the NRP Parties may transfer such securities to cause the executive officers and directors affiliates of the General Partner or Managing General Partner provided that such affiliates agree in writing to be bound by the foregoing restrictions of this Section 6(f) by executing and delivering to the unitholders Representatives a letter or letters substantially in the form of Exhibit A hereto, and (b) the Partnership may issue Common Units in connection with acquisitions provided that, (A) any such issuance is made pursuant to Section 5.7(b) of the Partnership Agreement and (B) in connection with such issuance, the recipients of such Common Units agree in writing to be bound by the foregoing restrictions of this Section 6(f) by executing and delivering to the Representatives a letter or letters substantially in the form of Exhibit A hereto. Each executive officer and director of the Managing General Partner and each unitholder of the Partnership set forth on Schedule 2 4 hereto to shall furnish to the RepresentativesUnderwriters, prior to the Initial Delivery DateExecution Time, an executed a letter or letters, substantially in the form of Exhibit A hereto (the “Lock-Up Agreements”); notwithstanding . Notwithstanding the foregoingforegoing paragraph, if (1i) during the last 17 days of the Lock-Up Period, the Partnership issues an earnings release or material news or a material event relating to the Partnership occurs, occurs or (2ii) prior to the expiration of the Lock-Up Period, the Partnership 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 the preceding 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 each of the Representatives, on behalf of the Underwriters, waive waives such extension in writing;.

Lock-up Period; Lock-up Letters. 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, 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 (other than (A) the Units and Common Units or securities convertible into or exchangeable for Common Units granted or 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) Common Units granted to Xxxxx X. Xxxxx as disclosed in the Pricing Disclosure Package)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 being the record holder 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 or any other securities of the Partnership (other than any registration statement on Form S-8S-8 or 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 the Representatives; 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, (B) the issuance and sale of Common Units, phantom units, restricted units and options by the Partnership to employees and directors of EPCO and its affiliates under the EPCO Employee Unit Purchase Plan, the Enterprise Products 1998 Long-Term Incentive Plan and the Enterprise Products GP, LLC 1999 Long-Term Incentive Plan, 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 behalf 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 officer and director of the General Partner, shall furnish to the Underwriters, and to cause the executive officers and directors of the General Partner and the unitholders of the Partnership set forth on Schedule 2 hereto to furnish to the Representatives, prior to or on the Initial First Delivery Date, an executed 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 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 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 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 Representatives, on behalf of the Underwriters, waive such extension in writing;C hereto.

Lock-up Period; Lock-up Letters. (A) For a period commencing on the date hereof and ending on the 180th 75th day after the date of the Prospectus (the “Lock-Up Period”), not to, directly or indirectly, (1) offer for sale, sell, pledge or otherwise transfer or dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Common Units or securities convertible into or exchangeable for Common Units (other than (A) the Units and Common Units or securities convertible into or exchangeable for Common Units granted or issued pursuant to employee benefit plans, qualified unit option plans or other employee or director compensation plans or arrangements existing on the date hereof, or (B) Common Units granted issued in connection with any acquisition that satisfies the accretion test set forth in Section 5.7(b) of the Partnership Agreement; provided, that in connection with such issuance, the seller(s) agrees in writing to Xxxxx X. Xxxxx as disclosed be bound by the provisions of this Section 5(a)(xi) by executing and delivering to the Representative a letter or letters substantially in the Pricing Disclosure Packageform of Exhibit A hereto, or (C) 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), (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 being the record holder ownership of such Common Units or securities convertible into or exchangeable for 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 register 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 case, without the prior written consent of the Representatives, Representative on behalf of the Underwriters, ; and (B) to cause the executive officers and directors of the General Partner and the unitholders of the Partnership set forth each person or entity listed on Schedule 2 hereto Annex 1 to furnish to the RepresentativesRepresentative, on or prior to the Initial Delivery Datedate hereof (except as indicated on Annex 1), an executed 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 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 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 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 Representatives, on behalf of the Underwriters, waive such extension in writing;hereto.