Common use of Procedures in Connection with Equity Offerings Clause in Contracts

Procedures in Connection with Equity Offerings. (a) If either the MSH Parties or the OPCO Parties shall desire to engage in a Securities Issuance (the "Issuing Party"), then such Issuing Party shall give notice (an "Issuance Notice") to such other party (the "Non-Issuing Party") as promptly as practicable of their desire to engage in a Securities Issuance. Such Issuance Notice shall include the proposed material terms of such issuance, to the extent determined by the Issuing Party, including whether such issuance is proposed to be pursuant to a public or private offering, the amount of securities proposed to be issued, and the manner of determining the offering price and other terms thereof. (b) Upon receipt of an Issuance Notice, the Non-Issuing Party shall promptly cooperate with the Issuing Party in every way to effect such Securities Issuance pursuant to the terms and schedule thereof as established by the Issuing Party, including, without limitation, the following: (i) Making available such members of the Non-Issuing Party's management as shall be requested by the Issuing Party to assist in effecting such Securities Issuance; (ii) In connection with a public offering, (A) assisting in the preparation of and (B) executing and filing with the SEC, a Registration Statement or Registration Statements under the Securities Act, including the prospectus contained therein and any amendments or supplements thereto, or any other statements, forms or documents required to be executed pursuant to law or regulation with respect to be executed pursuant to law or regulation with respect to such Securities Issuance, and, in connection therewith, providing the Issuing Party with such information, including financial statements, market studies, environmental and engineering reports and other data, as may be required to be included in such Registration Statement pursuant to the terms of the Securities Act; (iii) Promptly notifying the Issuing Party of any information that comes to the attention of the Non-Issuing Party which affects or could affect such Securities Issuance, including, without limitation, the occurrence of any event which makes any statement made in such Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference or in any other offering document with respect to such Securities Issuance untrue in any material respect or which requires the making of any changes in such Registration Statement, prospectus or any such offering document so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (iv) Cooperating with the Issuing Party in the preparation, execution and filing of any documents required under the securities laws of any state; (v) Cooperating with the Issuing Party to facilitate the timely preparation and delivery of certificates, if any, representing the Securities Issuance; (vi) Obtaining any consents, approvals or authorizations of Governmental Authorities and other third parties as are necessary in connection with such Securities Issuance; (vii) In connection with any underwritten public offering, cause appropriate members of the Non-Issuing Party's management to cooperate and participate on a reasonable basis in the underwriters' "road show" conferences related to such offering; and (viii) Performing any and all other acts and executing and delivering any and all other certificates, instruments and other documents as shall be requested by the Issuing Party to effect any such Securities Issuance.

Procedures in Connection with Equity Offerings. (a) If either the MSH Parties or the OPCO Parties shall desire to engage in a Securities Issuance (the "Issuing Party"), then such Issuing Party shall give notice (an "Issuance Notice") to such other party (the "Non-Issuing Party") as promptly as practicable of their desire to engage in a Securities Issuance. Such Issuance Notice shall include the proposed material terms of such issuance, to the extent determined by the Issuing Party, including whether such issuance is proposed to be pursuant to a public or private offering, the amount of securities proposed to be issued, and the manner of determining the offering price and other terms thereof. (b) Upon receipt of an Issuance Notice, the Non-Issuing Party shall promptly cooperate with the Issuing Party in every way to effect such Securities Issuance pursuant to the terms and schedule thereof as established by the Issuing Party, including, without limitation, the following: (i) Making available such members of the Non-Issuing Party's management as shall be requested by the Issuing Party to assist in effecting effective such Securities Issuance; (ii) In connection with a public offering, (A) assisting in the preparation of and (B) executing and filing with the SEC, a Registration Statement or Registration Statements under the Securities Act, including the prospectus contained therein and any amendments or supplements thereto, or any other statements, forms or documents required to be executed pursuant to law or regulation with respect to be executed pursuant to law or regulation with respect to such Securities Issuance, and, in connection therewith, providing the Issuing Party with such information, including financial statements, market studies, environmental and engineering reports and other data, as may be required to be included in such Registration Statement pursuant to the terms of the Securities Act; (iii) Promptly notifying the Issuing Party of any information that comes to the attention of the Non-Issuing Party which affects or could affect such Securities Issuance, including, without limitation, the occurrence of any event which makes any statement made in such Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference or in any other offering document with respect to such Securities Issuance untrue in any material respect or which requires the making of any changes in such Registration Statement, prospectus or any such offering document so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (iv) Cooperating with the Issuing Party in the preparation, execution and filing of any documents required under the securities laws of any state; (v) Cooperating with the Issuing Party to facilitate the timely preparation and delivery of certificates, if any, representing the Securities Issuance; (vi) Obtaining any consents, approvals or authorizations of Governmental Authorities and other third parties as are necessary in connection with such Securities Issuance; (vii) In connection with any underwritten public offering, cause appropriate members of the Non-Issuing Party's management to cooperate and participate on a reasonable basis in the underwriters' "road show" conferences related to such offering; and (viii) Performing any and all other acts and executing and delivering any and all other certificates, instruments and other documents as shall be requested by the Issuing Party to effect any such Securities Issuance.