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-1 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 UBS Securities LLC (“UBS”); 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 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, (i1) offer for sale, sell, pledge 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, into or exchangeable for Common UnitsUnits (other than the Units and Common Units issued pursuant to employee benefit plans, option plans or other employee compensation plans), 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 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-1 and provided further that the number of Common Units issued is no more than 5% of the Common Units then outstandingoption plans), 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, (iii3) 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 (iv4) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of UBS Securities LLC (“UBS”); providedthe Representatives on behalf of the Underwriters, however, that and to cause the foregoing restrictions do not apply to: the issuance executive officers 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 directors of the General Partner, shall Partner to furnish to the UnderwritersRepresentatives, prior to or on the date of this AgreementInitial Delivery Date, a letter or letters, substantially in the form of Exhibit A hereto.hereto (the “Lock-Up Agreements”); notwithstanding the foregoing, the Partnership may issue Common Units or any securities convertible or exchangeable into Common Units, including without limitation to Provident and its affiliates, as payment of any part of the purchase price for businesses that are acquired by the Partnership from Provident and its affiliates or any third party; provided, that any recipient of such Common Units must agree in writing to be bound by the terms of this Section 5(a)(viii) for the remaining term of the Lock-Up Period; 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 Section 5(a)(viii) 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, waives such extension in writing;

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-1 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 UBS Securities LLC (“UBS”)the Representatives; 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-1 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 UBS Securities LLC Xxxxxx Xxxxxxx & Co. Incorporated (“UBSXxxxxx Xxxxxxx”); 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.