Common use of Request for Underwritten Offering Clause in Contracts

Request for Underwritten Offering. Any one or more Holders that collectively hold greater than $100 million of Registrable Securities, based on the purchase price per unit under the Purchase Agreement, may deliver written notice to Linn Energy that such Holders wish to dispose of an aggregate of at least $100 million of Registrable Securities, based on the purchase price per unit under the Purchase Agreement, in an Underwritten Offering. Upon receipt of any such written request, Linn Energy shall retain underwriters, effect such sale though an Underwritten Offering, including entering into an underwriting agreement in customary form with the Managing Underwriter or Underwriters, which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.08, and take all reasonable actions as are requested by the Managing Underwriter or Underwriters to expedite or facilitate the disposition of such Registrable Securities; provided, however, Linn Energy management will not be required to participate in any roadshow or similar marketing effort on behalf of any such Holder.

Request for Underwritten Offering. Any one or more Holders that collectively hold greater than $100 million 15,000,000 of Registrable Securities, based on the purchase price per unit under the Purchase Agreement, may deliver written notice to Linn Energy that such Holders wish to dispose of an aggregate of at least $100 million 15,000,000 of Registrable Securities, based on the purchase price per unit under the Purchase Agreement, in an Underwritten Offering. Upon receipt of any such written request, Linn Energy shall retain underwriters, effect such sale though an Underwritten Offering, including entering into an underwriting agreement in customary form with the Managing Underwriter or Underwriters, which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.08, and take all reasonable actions as are requested by the Managing Underwriter or Underwriters to expedite or facilitate the disposition of such Registrable Securities; provided, however, Linn Energy management will not be required to participate in any roadshow or similar marketing effort on behalf of any such Holder.

Request for Underwritten Offering. Any one or more Holders that collectively hold greater than $100 15 million of Registrable Securities, based on the purchase price per unit under the Purchase Agreement, may deliver written notice to Linn Energy that such Holders wish to dispose of an aggregate of at least $100 15 million of Registrable Securities, based on the purchase price per unit under the Purchase Agreement, in an Underwritten Offering. Upon receipt of any such written request, Linn Energy shall retain underwriters, effect such sale though an Underwritten Offering, including entering into an underwriting agreement in customary form with the Managing Underwriter or Underwriters, which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.08, and take all reasonable actions as are requested by the Managing Underwriter or Underwriters to expedite or facilitate the disposition of such Registrable Securities; provided, however, Linn Energy management will not be required to participate in any roadshow or similar marketing effort on behalf of any such Holder.

Request for Underwritten Offering. Any one or more Holders that collectively hold greater than $100 25 million of Registrable Securities, based on the purchase price per unit under the Purchase Agreement, may deliver written notice to Linn Energy that such Holders wish to dispose of an aggregate of at least $100 25 million of Registrable Securities, based on the purchase price per unit under the Purchase Agreement, in an Underwritten Offering. Upon receipt of any such written request, Linn Energy shall retain underwriters, effect such sale though an Underwritten Offering, including entering into an underwriting agreement in customary form with the Managing Underwriter or Underwriters, which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.08, and take all reasonable actions as are requested by the Managing Underwriter or Underwriters to expedite or facilitate the disposition of such Registrable Securities; provided, however, Linn Energy management will not be required to participate in any roadshow or similar marketing effort on behalf of any such Holder.