Common use of No Preemptive Rights, Registration Rights or Options Clause in Contracts

No Preemptive Rights, Registration Rights or Options. Except as described in the Prospectus, there are no preemptive rights or other rights to subscribe for or to purchase, nor any restriction upon the voting or transfer of any equity securities of any of the Partnership Entities or the Operating Subsidiaries, in each case pursuant to any agreement or instrument to which DEFS or any of its affiliates (other than any Partnership Entity) is a party or by which DEFS or any of its affiliates (other than any Partnership Entity) may be bound (other than the GP Partnership Agreement, the Partnership Agreement, the Operating Partnership Agreement, the Operating Subsidiaries Operative Documents and those agreements and instruments listed as exhibits to the Registration Statement). To the knowledge of such counsel, neither the filing of the Registration Statement nor the offering or sale of the Units as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Units or other securities of the Partnership, the General Partner, the Operating Partnership, DCP Midstream GP, LLC, the OLP GP or the Operating Subsidiaries, other than as described in the Prospectus, provided in the Partnership Agreement or as have been waived. To such counsel’s knowledge, except as described in the Prospectus, there are no outstanding options or warrants to purchase (A) any Common Units, Subordinated Units or other interests in the Partnership, (B) any partnership interests in the General Partner or the Operating Partnership, (C) any membership interests in DCP Midstream GP, LLC or the OLP GP, or (D) any shares of stock, membership interests or partnership interests, as applicable, in any Operating Subsidiary.

No Preemptive Rights, Registration Rights or Options. Except as described in the Prospectus, there are no preemptive rights or other rights to subscribe for or to purchase, nor any restriction upon the voting or transfer of any equity securities of any of the Partnership Entities or the Operating Subsidiaries, in each case pursuant to the Partnership Agreement, the GP Partnership Agreement, the OLP Partnership Agreement, the DCP Midstream GP, LLC Limited Liability Company Agreement, the OLP GP Limited Liability Company Agreement or the Operating Subsidiaries Operative Documents or, to the knowledge of such counsel, any other agreement or instrument listed as an exhibit to the Registration Statement to which DEFS the Partnership, the General Partner, the Operating Partnership, DCP Midstream GP, LLC, the OLP GP or any of its affiliates (other than any Partnership Entity) the Operating Subsidiaries is a party or by which DEFS or any of its affiliates (other than any Partnership Entity) them may be bound (other than the GP Partnership Agreement, the Partnership Agreement, the Operating Partnership Agreement, the Operating Subsidiaries Operative Documents and those agreements and instruments listed as exhibits to the Registration Statement)bound. To the knowledge of such counsel, neither the filing of the Registration Statement nor the offering or sale of the Units as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Units or other securities of the Partnership, the General Partner, the Operating Partnership, DCP Midstream GP, LLC, the OLP GP or the Operating Subsidiaries, other than as described in the Prospectus, provided in the Partnership Agreement or as have been waived. To such counsel’s knowledge, except as described in the Prospectus, there are no outstanding options or warrants to purchase (A) any Common Units, Subordinated Units or other interests in the Partnership, (B) any partnership interests in the General Partner or the Operating Partnership, (C) any membership interests in DCP Midstream GP, LLC or the OLP GP, or (D) any shares of stock, membership interests or partnership interests, as applicable, in any Operating Subsidiary.

No Preemptive Rights, Registration Rights or Options. Except for the Equity Commitments, the Tortoise Sale and as otherwise described in the Prospectus, there are no preemptive rights or other rights to subscribe for or to purchase, nor any restriction upon the voting or transfer of of, (i) any equity securities of any limited partner interests of the Partnership Entities Partnership, (ii) any membership interests of the Managing General Partner, the Operating Company or the Operating SubsidiariesSubs or (iii) any shares of Service Sub, in each case pursuant to the partnership agreement or limited liability company agreement of such entity (collectively, the “Organizational Agreements”) or the certificates of limited partnership or formation or incorporation, bylaws and other organizational documents (together with the Organizational Agreements, the “Organizational Documents”) or any other agreement or instrument to which DEFS or any of its affiliates (other than any Partnership Entity) such entities is a party or by which DEFS or any one of its affiliates (other than any Partnership Entity) them may be bound (other than the GP Partnership Agreement, the Partnership Agreement, the Operating Partnership Agreement, the Operating Subsidiaries Operative Documents and those agreements and instruments listed as exhibits to the Registration Statement)bound. To the knowledge of such counsel, neither Neither the filing of the Registration Statement nor the offering offering, issuance or sale of the Units as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Units or other securities of the Partnership, the General Partner, the Operating Partnership, DCP Midstream GP, LLC, the OLP GP or the Operating Subsidiaries, Partnership other than pursuant to that certain Investors Rights Agreement (“Investors Rights Agreement”) dated as of January 12, 2001, by and among Inergy Partners, LLC (as predecessor to the Partnership) and the investors named therein and those other rights which have been waived. Except as described in the ProspectusProspectus and for options granted pursuant to employee benefits plans, provided in the Partnership Agreement qualified unit option plans or as have been waived. To such counsel’s knowledge, except as described in the Prospectusother employee compensations plans, there are no outstanding options or warrants to purchase (A) any Common Units, Senior Subordinated Units, Junior Subordinated Units or Incentive Distribution Rights or other interests in the Partnership, (B) any partnership membership interests in the Managing General Partner Partner, the Operating Company or the Operating PartnershipSubs, or (C) any membership interests in DCP Midstream GP, LLC or the OLP GP, or (D) any shares of stock, membership interests or partnership interests, as applicable, in any Operating SubsidiaryService Sub.

No Preemptive Rights, Registration Rights or Options. Except (i) as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (ii) for restrictions on the transfer, pledge or other encumbrance of ownership or assets arising under federal, state or local laws applicable to natural gas, crude oil and natural gas liquids storage and transportation assets or (iii) as contained in the relevant Organizational Documents of each of the Hess Parties, (A) no person has the right, contractual or otherwise, to cause the Partnership to issue or sell to it any Common Units or other equity interests of the Partnership, (B) no person has any preemptive rights, resale rights, rights of first refusal or other rights to purchase any Common Units or other equity interests of the Partnership, (C) no person has the right to act as an underwriter or as a financial advisor to the Partnership in connection with the offer and sale of the Units, and (D) upon the issuance and sale of the Units, except as contemplated by this Agreement, no person will have any such right specified in subclause (A) or (B); no person had the right, contractual or otherwise, to cause the Partnership to register under the Securities Act any Common Units or other equity interests of the Partnership or to include any such Common Units or other equity interests in the Registration Statement or the offering contemplated thereby. Except as described in the Prospectus, there are no preemptive rights or other rights to subscribe for or to purchase, nor any restriction upon the voting or transfer of any equity securities of any of the Partnership Entities or the Operating Subsidiaries, in each case pursuant to any agreement or instrument to which DEFS or any of its affiliates (other than any Partnership Entity) is a party or by which DEFS or any of its affiliates (other than any Partnership Entity) may be bound (other than the GP Partnership AgreementRegistration Statement, the Partnership Agreement, Time of Sale Prospectus and the Operating Partnership Agreement, the Operating Subsidiaries Operative Documents and those agreements and instruments listed as exhibits to the Registration Statement). To the knowledge of such counselProspectus, neither the filing of the Registration Statement nor the offering or offering, issuance and sale of the Units as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Common Units or other securities equity interests of the Partnership. Except for options granted pursuant to employee benefit plans, qualified unit option plans, or other employee compensation plans in effect as of the General Partner, the Operating Partnership, DCP Midstream GP, LLC, the OLP GP or the Operating Subsidiaries, other than as described in the Prospectus, provided in the Partnership Agreement or as have been waived. To such counsel’s knowledge, except as described in the Prospectusdate of this Agreement, there are no outstanding options or warrants to purchase (A) any Common Unitscapital stock, Subordinated Units limited liability company interests, partnership interests or other equity interests of any of the Hess Parties. “Organizational Documents” means (a) in the Partnershipcase of a corporation, its charter and by-laws; (Bb) any partnership interests in the General Partner case of a limited or general partnership, its partnership certificate, certificate of formation or similar organizational document and its partnership agreement; (c) in the Operating Partnershipcase of a limited liability company, (C) any membership interests in DCP Midstream GPits articles of organization, LLC certificate of formation or the OLP GPsimilar organizational documents and its operating agreement, or (D) any shares of stocklimited liability company agreement, membership interests agreement or partnership interestsother similar agreement; (d) in the case of a trust, as applicableits certificate of trust, certificate of formation or similar organizational document and its trust agreement or other similar agreement; and (e) in the case of any Operating Subsidiaryother entity, the organizational and governing documents of such entity.

No Preemptive Rights, Registration Rights or Options. Except (a) as described disclosed in the ProspectusRegistration Statement, and (b) for rights of the creditors under the Holdings Credit Facility or the APL Credit Facility, to the best of the knowledge of such counsel (i), no person has the right, contractual or otherwise, to cause the Partnership to issue any partner interests in the Partnership or any equity interests in any other Partnership Entity, (ii) there are no preemptive rights, resale rights, rights of first refusal or other rights to subscribe for purchase any partner interests in the Partnership or to purchaseany equity interests in any other Partnership Entity, nor any restriction upon the voting or transfer of any partner interests in the Partnership or any equity securities of interests in any other Partnership Entity, and (iii) no person has the right to act as an underwriter or as a financial advisor to the Partnership in connection with the offer and sale of the Partnership Entities Units, in the case of each of the foregoing clauses (i), (ii) and (iii), whether as a result of the filing or the Operating Subsidiaries, in each case pursuant to any agreement or instrument to which DEFS or any effectiveness of its affiliates (other than any Partnership Entity) is a party or by which DEFS or any of its affiliates (other than any Partnership Entity) may be bound (other than the GP Partnership Agreement, the Partnership Agreement, the Operating Partnership Agreement, the Operating Subsidiaries Operative Documents and those agreements and instruments listed as exhibits to the Registration Statement)Statement or the sale of the Units as contemplated thereby or otherwise. To the knowledge of such counselcounsel and except as described in the Prospectus and the Partnership Agreement, neither the filing of the Registration Statement nor the offering or sale of the Firm Units as contemplated by this the Underwriting Agreement gives rise to any rights for or relating to the registration of any Common Units or other securities of the Partnership, the General Partner, the Operating Partnership, DCP Midstream GP, LLC, the OLP GP or the Operating Subsidiaries, other than as described in the Prospectus, provided in the Partnership Agreement or as have been waived. To the knowledge of such counsel’s knowledge, except as described in the Prospectus, there are no outstanding options or warrants to purchase (A) any Common Units, Subordinated Units Sponsor Units, Incentive Distribution Rights or other interests in the Partnership, Partnership or (B) any partnership interests in the General Partner or Partner, the Operating PartnershipPartnership or any other member of the Partnership Group, (C) any membership interests in DCP Midstream GP, LLC or other than rights to acquire Common Units and receive current distributions pursuant to the OLP GP, or (D) any shares of stock, membership interests or partnership interests, as applicable, in any Operating SubsidiaryLTIP.

No Preemptive Rights, Registration Rights or Options. Except as described disclosed in the ProspectusRegistration Statement, (i) no person has the right, contractual or otherwise, to cause the Partnership to issue any partner interests in the Partnership or any equity interests in any other Partnership Entity, (ii) there are no preemptive rights, resale rights, rights of first refusal or other rights to subscribe for purchase any partner interests in the Partnership or to purchaseany equity interests in any other Partnership Entity, nor any restriction upon the voting or transfer of any equity securities of partnership or membership interests in any of the Partnership Entities and (iii) no person has the right to act as an underwriter or as a financial advisor to the Partnership, in connection with the offer and sale of the Units, in the case of each of the foregoing clauses (i), (ii) and (iii), whether as a result of the filing or the Operating Subsidiaries, in each case pursuant to any agreement or instrument to which DEFS or any effectiveness of its affiliates (other than any Partnership Entity) is a party or by which DEFS or any of its affiliates (other than any Partnership Entity) may be bound (other than the GP Partnership Agreement, the Partnership Agreement, the Operating Partnership Agreement, the Operating Subsidiaries Operative Documents and those agreements and instruments listed as exhibits to the Registration Statement)Statement or the sale of the Units as contemplated thereby or otherwise. To the knowledge of Except for such counselrights that have been waived, neither the filing of the Registration Statement nor the offering or sale of the Units as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Common Units or other securities of the Partnership, the General Partner, the Operating Partnership, DCP Midstream GP, LLC, the OLP GP or the Operating Subsidiaries, other than . Except as described in the Prospectus, provided in the Partnership Agreement or as have been waived. To such counsel’s knowledge, except as described in the ProspectusPricing Disclosure Package, there are no outstanding options or warrants to purchase (A) any Common Units, Subordinated Units Convertible Preferred Units, Incentive Distribution Rights or other interests in the Partnership, Partnership or (B) any partnership interests in the General Partner or Partner, the Operating Partnership, (C) or any membership interests in DCP Midstream GP, LLC or other member of the OLP GP, or (D) any shares of stock, membership interests or partnership interests, as applicable, in any Operating SubsidiaryPartnership Group other than rights to acquire Common Units and receive distributions pursuant to the LTIP.

No Preemptive Rights, Registration Rights or Options. Except as described in the ProspectusProspectus and except for restrictions or transfer of units of the General Partner contained in the General Partner Operating Agreement, there are no preemptive rights or other rights to subscribe for or to purchase, nor any restriction upon the voting or transfer of any equity securities of any of the Partnership Entities or General Partner, the Partnership, the Operating Company, the Operating Subsidiaries, in each case pursuant to any agreement or instrument to which DEFS or any of its affiliates (other than any Partnership Entity) is a party or by which DEFS or any of its affiliates (other than any Partnership Entity) may be bound (other than the GP Partnership General Partner Operating Agreement, the Partnership Agreement, the Operating Partnership Agreement, Company Operating Agreement or the Operating Subsidiaries Operative Documents and those agreements and instruments or, to the knowledge of such counsel, any other agreement or instrument listed as exhibits an exhibit to the Registration Statement)Statement to which the General Partner, the Partnership, the Operating Company, or the Operating Subsidiaries is a party or by which any of them may be bound. To the knowledge of such counsel, neither the filing of the Registration Statement nor the offering or sale of the Units as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Units or other securities of the Partnership, the General Partner, the Operating Partnership, DCP Midstream GP, LLC, the OLP GP Operating Company or the Operating Subsidiaries, other than as described in the Prospectus, provided in the Partnership Agreement or as have been waived. To such counsel’s 's knowledge, except as described in the Prospectus, there are no outstanding options or warrants to purchase (A) any Common Units, Subordinated Units or other interests in the Partnership, (B) any partnership membership interests in the General Partner or the Operating Partnership, Company or (C) any membership interests in DCP Midstream GP, LLC or the OLP GP, or (D) any shares of stock, stock or membership interests or partnership interests, as applicable, in any Operating Subsidiary.

No Preemptive Rights, Registration Rights or Options. Except as described in the Prospectus, there are no preemptive rights or other rights to subscribe for or to purchase, nor any restriction upon the voting or transfer of any equity securities of any of the Partnership Entities or General Partner, the Partnership, the Operating Company, the Operating Subsidiaries, in each case pursuant to any agreement or instrument to which DEFS or any of its affiliates (other than any Partnership Entity) is a party or by which DEFS or any of its affiliates (other than any Partnership Entity) may be bound (other than the GP Partnership General Partner Operating Agreement, the Partnership Agreement, the Operating Partnership Agreement, Company Operating Agreement or the Operating Subsidiaries Operative Documents and those agreements and instruments or, to the knowledge of such counsel, any other agreement or instrument listed as exhibits an exhibit to the Registration Statement)Statement to which the General Partner, the Partnership, the Operating Company, or the Operating Subsidiaries is a party or by which any of them may be bound. To the knowledge of such counsel, neither the filing of the Registration Statement nor the offering or sale of the Units as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Units or other securities of the Partnership, the General Partner, the Operating Partnership, DCP Midstream GP, LLC, the OLP GP Operating Company or the Operating Subsidiaries, other than as described in the Prospectus, provided in the Partnership Agreement or as have been waived. To such counsel’s 's knowledge, except as described in the Prospectus, there are no outstanding options or warrants to purchase (A) any Common Units, Subordinated Units or other interests in the Partnership, (B) any partnership membership interests in the General Partner or the Operating Partnership, Company or (C) any membership interests in DCP Midstream GP, LLC or the OLP GP, or (D) any shares of stock, stock or membership interests or partnership interests, as applicable, in any Operating Subsidiary.

No Preemptive Rights, Registration Rights or Options. Except (i) as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (ii) for restrictions on the transfer, pledge or other encumbrance of ownership or assets arising under federal, state or local laws applicable to natural gas, crude oil and natural gas liquids storage and transportation assets or (iii) as contained in the relevant organizational documents of each of the Partnership Parties, (A) no person has the right, contractual or otherwise, to cause the Partnership to issue or sell to it any Common Units or other equity interests of the Partnership, (B) no person has any preemptive rights, resale rights, rights of first refusal or other rights to purchase any Common Units or other equity interests of the Partnership, (C) no person has the right to act as an underwriter or as a financial advisor to the Partnership in connection with the offer and sale of the Units, and (D) upon the issuance and sale of the Units, except as contemplated by this Agreement, no person will have any such right specified in subclause (A) or (B); no person had the right, contractual or otherwise, to cause the Partnership to register under the Securities Act any Common Units or other equity interests of the Partnership or to include any such Common Units or other equity interests in the Registration Statement or the offering contemplated thereby. Except as described in the Prospectus, there are no preemptive rights or other rights to subscribe for or to purchase, nor any restriction upon the voting or transfer of any equity securities of any of the Partnership Entities or the Operating Subsidiaries, in each case pursuant to any agreement or instrument to which DEFS or any of its affiliates (other than any Partnership Entity) is a party or by which DEFS or any of its affiliates (other than any Partnership Entity) may be bound (other than the GP Partnership AgreementRegistration Statement, the Partnership Agreement, Time of Sale Prospectus and the Operating Partnership Agreement, the Operating Subsidiaries Operative Documents and those agreements and instruments listed as exhibits to the Registration Statement). To the knowledge of such counselProspectus, neither the filing of the Registration Statement nor the offering or offering, issuance and sale of the Units as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Common Units or other securities equity interests of the Partnership. Except for options granted pursuant to employee benefit plans, qualified unit option plans, or other employee compensation plans in effect as of the General Partner, the Operating Partnership, DCP Midstream GP, LLC, the OLP GP or the Operating Subsidiaries, other than as described in the Prospectus, provided in the Partnership Agreement or as have been waived. To such counsel’s knowledge, except as described in the Prospectusdate of this Agreement, there are no outstanding options or warrants to purchase (A) any Common Unitscapital stock, Subordinated Units limited liability company interests, partnership interests or other equity interests in of any of the Partnership, (B) any partnership interests in the General Partner or the Operating Partnership, (C) any membership interests in DCP Midstream GP, LLC or the OLP GP, or (D) any shares of stock, membership interests or partnership interests, as applicable, in any Operating SubsidiaryPartnership Parties.

No Preemptive Rights, Registration Rights or Options. Except as described in the Prospectus, there There are no preemptive rights or other rights to subscribe for or to purchase, nor any restriction upon the voting or transfer of of, (i) any equity securities of any limited partner interests of the Partnership Entities Partnership, (ii) any membership interests of the Managing General Partner, the Operating Company, Acquisition Co. or the Operating SubsidiariesSubs that are limited liability companies or (iii) any shares of Service Sub or Storage, in each case pursuant to the partnership agreement or limited liability company agreement of such entity (collectively, the “Organizational Agreements”) or the certificates of limited partnership or formation or incorporation, bylaws and other organizational documents (together with the Organizational Agreements, the “Organizational Documents”) or any other agreement or instrument to which DEFS or any of its affiliates (other than any Partnership Entity) such entities is a party or by which DEFS or any one of its affiliates (other than any Partnership Entity) them may be bound (other than the GP Partnership Agreement, the Partnership Agreement, the Operating Partnership Agreement, the Operating Subsidiaries Operative Documents and those agreements and instruments listed as exhibits to the Registration Statement)bound. To the knowledge of such counsel, neither Neither the filing of the Registration Statement nor the offering offering, issuance or sale of the Units as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Units or other securities of the Partnership, the General Partner, the Operating Partnership, DCP Midstream GP, LLC, the OLP GP or the Operating Subsidiaries, Partnership other than pursuant to that certain Investors Rights Agreement (“Investors Rights Agreement”) dated as of January 12, 2001, by and among Inergy Partners, LLC (as predecessor to the Partnership) and the investors named therein and those other rights which have been waived. Except as described in the ProspectusProspectus and for options granted pursuant to employee benefits plans, provided in the Partnership Agreement qualified unit option plans or as have been waived. To such counsel’s knowledge, except as described in the Prospectusother employee compensations plans, there are no outstanding options or warrants to purchase (A) any Common Units, Senior Subordinated Units, Junior Subordinated Units, Special Units or Incentive Distribution Rights or other interests in the Partnership, (B) any partnership membership interests in the Managing General Partner Partner, the Operating Company, Acquisition Co. or the Operating PartnershipSubs that are limited liability companies, or (C) any membership interests in DCP Midstream GP, LLC or the OLP GP, or (D) any shares of stock, membership interests Service Sub or partnership interests, as applicable, in any Operating SubsidiaryStorage.

No Preemptive Rights, Registration Rights or Options. Except as described in the Pricing Disclosure Package and the Prospectus, and except for transfer restrictions as set forth in the Organizational Documents (as defined below), there are no options, warrants, preemptive rights or other rights to subscribe for or to purchase, nor any restriction upon the voting or transfer of of, any equity securities of partnership or membership interests in any of the Partnership Entities or the Operating SubsidiariesEntity, in each case pursuant to the Partnership Agreement, the Operating Company Agreement, the General Partner Agreement, the OLP GP Agreement, the Calumet Agreement, the Calumet Shreveport Agreement, the Shreveport Subsidiary Agreements, the Calumet Penreco Agreement, the Calumet Superior Agreement and the Reseller Charter Documents (all such agreements, collectively, the “Organizational Agreements”) or the certificates of limited partnership or formation and other organizational documents of the Partnership Entities (collectively with the Organizational Agreements, the “Organizational Documents”) or any other agreement or instrument to which DEFS or any of its affiliates (other than any Partnership Entity) such entities is a party or by which DEFS or any one of its affiliates (other than any Partnership Entity) them may be bound (other than the GP Partnership Agreement, the Partnership Agreement, the Operating Partnership Agreement, the Operating Subsidiaries Operative Documents and those agreements and instruments listed as exhibits to the Registration Statement)bound. To the knowledge of such counsel, neither Neither the filing of the Registration Statement nor the offering or and sale of the Units as contemplated by this Agreement hereby gives rise to any rights for or relating to the registration of any Units or other securities of the Partnership, the General Partner, the Operating Partnership, DCP Midstream GP, LLC, the OLP GP or the Operating Subsidiaries, other than (i) as described in the ProspectusPricing Disclosure Package, provided in the Prospectus and the Partnership Agreement or and (ii) as have been waived. To such counsel’s knowledge, except as described in the Prospectus, there are no outstanding options or warrants to purchase (A) any Common Units, Subordinated Units or other interests in the Partnership, (B) any partnership interests in the General Partner or the Operating Partnership, (C) any membership interests in DCP Midstream GP, LLC or the OLP GP, or (D) any shares of stock, membership interests or partnership interests, as applicable, in any Operating Subsidiary.