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 Disclosure Package and the Final 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 DCP Midstream or any of its affiliates (other than any Partnership Entity) is a party or by which DCP Midstream or any of its affiliates (other than any Partnership Entity) may be bound. Neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any securities of the Partnership Entities or the Operating Subsidiaries, other than as described in the Disclosure Package and the Final Prospectus, provided in the Partnership Agreement, or as have been waived or satisfied. To such counsel’s knowledge, except as described in the Disclosure Package and the Final Prospectus, there are no outstanding options or warrants to purchase (A) any Common Units or other interests in the Partnership, (B) any partnership interests in the General Partner or the Operating Partnership, or (C) any membership interests in DCP Midstream GP, LLC or the OLP GP.

No Preemptive Rights, Registration Rights or Options. Except as described in the Disclosure Package and the Final 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 DCP Midstream or any of its affiliates (other than any Partnership Entity) is a party or by which DCP Midstream or any of its affiliates (other than any Partnership Entity) may be bound. Neither the filing of the Registration Statement nor the offering or sale of the Securities 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 Entities or the Operating Subsidiaries, other than as described in the Disclosure Package and the Final Prospectus, provided in the Partnership Agreement, or as have been waived or satisfied. To such counsel’s knowledge, except as described in the Disclosure Package and the Final Prospectus, there are no outstanding options or warrants to purchase (A) any Common Units or other interests in the Partnership, (B) any partnership interests in the General Partner or the Operating Partnership, or (C) any membership interests in DCP Midstream GP, LLC or the OLP GP.

No Preemptive Rights, Registration Rights or Options. Except as described in the Disclosure Package and the Final 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 capital stock or partnership or membership interests of any of the Partnership Entities or the Operating SubsidiariesInergy Entities, in each case pursuant to 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 DCP Midstream or any of its affiliates (other than any Partnership Entity) such entities is a party or by which DCP Midstream or any one of its affiliates (other than any Partnership Entity) them may be bound. Neither the filing of the Registration Statement or the Final Prospectus nor the offering offering, issuance or sale of the Securities 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 any of the Partnership Entities or the Operating Subsidiaries, other than pursuant to that certain Investor Rights Agreement (“Investor 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 Disclosure Package and the Final ProspectusProspectus and for options granted pursuant to employee benefit plans, provided in the Partnership Agreementqualified unit option plans, or as have been waived or satisfied. To such counsel’s knowledge, except as described in the Disclosure Package and the Final Prospectusother employee compensation plans, there are no outstanding options or warrants to purchase (A) any Common Units capital stock or other interests in the Partnership, (B) any partnership interests in the General Partner or the Operating Partnership, or (C) any membership interests in DCP Midstream GP, LLC or of any of the OLP GPInergy Entities.

No Preemptive Rights, Registration Rights or Options. Except as described in the Disclosure Package and the Final Prospectus, 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 capital stock or any of the Partnership Entities partnership or the Operating Subsidiarieslimited liability company interests in any Suburban Party, in each case pursuant to the bylaws, partnership agreement or limited liability company agreement of such Partnership Entity (collectively, the “Organizational Agreements”) or the certificate of limited partnership or formation or incorporation, bylaws or other organizational documents of such Partnership Entity (collectively, together with the Organizational Agreements, the “Organizational Documents”) or any other agreement or instrument to which DCP Midstream or any of its affiliates (other than any such Partnership Entity) Entity is a party or by which DCP Midstream or any of its affiliates (other than any Partnership Entity) may be it is bound. Neither Except for any such rights as have been effectively waived, neither the filing of the Registration Statement Statement, the Preliminary Prospectus or the Final Prospectus nor the offering or sale of the Securities 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 any of the Partnership Entities or the Operating Subsidiaries, other than Entities. Except as described in the Disclosure Package and the Final ProspectusProspectus and for options granted pursuant to employee benefit plans, provided qualified unit option plans or other employee compensation plans in effect as of the Partnership Agreement, or as have been waived or satisfied. To such counsel’s knowledge, except as described in the Disclosure Package and the Final ProspectusExecution Time, there are no outstanding options or warrants to purchase (A) any Common Units capital stock or other interests in the Partnership, (B) any partnership or limited liability company interests in of any of the General Partner or the Operating Partnership, or (C) any membership interests in DCP Midstream GP, LLC or the OLP GPPartnership Entities.

No Preemptive Rights, Registration Rights or Options. Except as described in the Disclosure Package and the Final 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 DCP Midstream or any of its affiliates (other than any Partnership Entity) is a party or by which DCP Midstream or any of its affiliates (other than any Partnership Entity) may be bound. Neither the filing of the Registration Statement nor the offering or sale of the Securities Notes as contemplated by this Agreement gives rise to any rights for or relating to the registration of any securities of the Partnership Entities Partnership, the General Partner, the Operating Partnership, DCP Midstream GP, LLC, the OLP GP or the Operating Subsidiaries, other than as described in the Disclosure Package and the Final Prospectus, provided in the Partnership Agreement, or as have been waived or satisfied. To such counsel’s knowledge, except as described in the Disclosure Package and the Final Prospectus, there are no outstanding options or warrants to purchase (A) any Common Units or other interests in the Partnership, (B) any partnership interests in the General Partner or the Operating Partnership, or (C) any membership interests in DCP Midstream GP, LLC or the OLP GP.

No Preemptive Rights, Registration Rights or Options. Except as described in the Disclosure Package and the Final 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 DCP Midstream or any of its affiliates (other than any Partnership Entity) is a party or by which DCP Midstream or any of its affiliates (other than any Partnership Entity) may be bound. Neither the filing of the Registration Statement nor the offering or sale of the Securities 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 Entities Partnership, the General Partner, the Operating Partnership, DCP Midstream GP, LLC, the OLP GP or the Operating Subsidiaries, other than as described in the Disclosure Package and the Final Prospectus, provided in the Partnership Agreement, or except such rights as have been waived or satisfied. To such counsel’s knowledge, except as described in the Disclosure Package and the Final Prospectus, there are no outstanding options or warrants to purchase (A) any Common Units or other interests in the Partnership, (B) any partnership interests in the General Partner or the Operating Partnership, or (C) any membership interests in DCP Midstream GP, LLC or the OLP GP.

No Preemptive Rights, Registration Rights or Options. Except as described in the Disclosure Package and the Final 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 DCP Midstream or any of its affiliates (other than any Partnership Entity) is a party or by which DCP Midstream or any of its affiliates (other than any Partnership Entity) may be bound. Neither the filing of the Registration Statement nor the offering or sale of the Securities 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 Entities Partnership, the General Partner, the Operating Partnership, DCP Midstream GP, LLC, the OLP GP or the Operating Subsidiaries, other than as described in the Disclosure Package and the Final Prospectus, provided in the Partnership Agreement, or as have been waived or satisfied. To such counsel’s knowledge, except as described in the Disclosure Package and the Final Prospectus, there are no outstanding options or warrants to purchase (A) any Common Units or other interests in the Partnership, (B) any partnership interests in the General Partner or the Operating Partnership, or (C) any membership interests in DCP Midstream GP, LLC or the OLP GP.