Common use of Restriction on Sale of Common Units Clause in Contracts

Restriction on Sale of Common Units. During the Lock-Up Period, the Partnership Entities will not, without the prior written consent of the Representatives, directly or indirectly: (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of any Common Units, other equity securities of the Partnership or any securities convertible into or exercisable or exchangeable for Common Units or other equity securities of the Partnership, except that the Partnership may issue Common Units or any securities convertible or exchangeable into Common Units as payment of any part of the purchase price for businesses that are acquired by the Partnership or its subsidiaries; provided that any recipient of such Common Units must agree in writing to be bound by the terms of this Section 3(j) for the remaining term of the Lock-Up Period, (ii) file or cause the filing of any registration statement under the 1933 Act with respect to any Common Units, other equity securities of the Partnership or any securities convertible into or exercisable or exchangeable for any Common Units or other equity securities of the Partnership (other than (1) any registration statement on Form S-8 to register Common Units or options to purchase Common Units pursuant to the NGL Energy Partners LP 2011 Long-Term Incentive Plan described in the Pre-Pricing Prospectus and the Prospectus (the “LTIP”) and (2) any registration statement in connection with the entrance by the Partnership into a definitive agreement relating to the acquisition of a business as contemplated by Section 3(j)(i)), (iii) enter into any swap or other agreement, arrangement or transaction that transfers to another, in whole or in part, directly or indirectly, any of the economic consequences of ownership of any Common Units, other equity securities or any securities convertible into or exercisable or exchangeable for any Common Units or other equity securities of the Partnership, whether any transaction described in clause (i) or (iii) above is to be settled by delivery of Common Units, other equity securities, in cash or otherwise, or publicly announce any intention to do any of the foregoing. During the Lock-Up Period, the Partnership and the General Partner shall not permit or grant any waiver of the Partnership’s securities trading policies with respect to any trading window or blackout period, which waiver would allow any officer or director of the Partnership to offer, pledge, sell or otherwise transfer or dispose of any Common Units. Notwithstanding the provisions set forth in the immediately preceding paragraph, the Partnership may, without the prior written consent of the Representatives: (1) issue the Units to the Underwriters pursuant to this Agreement, (2) issue Common Units, other equity securities of the Partnership or any securities convertible into or exercisable or exchangeable for any Common Units or other equity securities of the Partnership and options to purchase Common Units, pursuant to the LTIP or any other equity incentive plans described in the General Disclosure Package and the Prospectus, if the terms of such equity incentive plans are substantially the same as the form filed as part of the Registration Statement, (3) issue Common Units upon the exercise of options outstanding on the date of this Agreement or issued after the date of this Agreement under the LTIP or any other equity incentive plans referred to in clause (2) above, and (4) issue or withhold any Common Units upon the vesting of any outstanding equity award granted pursuant to the LTIP or any other equity incentive plans described in the General Disclosure Package and the Prospectus, provided, however, that in the case of any issuance described in clause (3) above, it shall be a condition to the issuance that each recipient executes and delivers to the Representatives, not later than one business day prior to the date of such issuance, a written agreement, in substantially the form of Exhibit C hereto to this Agreement and otherwise satisfactory in form and substance to the Representatives.

Restriction on Sale of Common Units. During the Lock-Up PeriodPeriod (as may be extended pursuant to the provisions set forth in the next sentence), the Partnership Entities will not, without the prior written consent of the RepresentativesRepresentative, directly or indirectly: (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of any Common Units, other equity securities of the Partnership or any securities convertible into or exercisable or exchangeable for Common Units or other equity securities of the Partnership, except that the Partnership may issue Common Units or any securities convertible or exchangeable into Common Units as payment of any part of the purchase price for businesses that are acquired by the Partnership or its subsidiariesSubsidiaries; provided that any recipient of such Common Units must agree in writing to be bound by the terms of this Section 3(j) for the remaining term of the Lock-Up Period, (ii) file or cause the filing of any registration statement under the 1933 Act with respect to any Common Units, other equity securities of the Partnership or any securities convertible into or exercisable or exchangeable for any Common Units or other equity securities of the Partnership (other than (1i) any registration statement on Form S-8 to register Common Units or options to purchase Common Units pursuant to the NGL Energy Partners LP 2011 Long-Term Incentive Plan described in the Pre-Pricing Prospectus and the Prospectus (the “LTIP”) and (2ii) any registration statement in connection with the entrance by the Partnership into a definitive agreement relating to the acquisition of a business as contemplated by Section 3(j)(i)),, or (iii) enter into any swap or other agreement, arrangement or transaction that transfers to another, in whole or in part, directly or indirectly, any of the economic consequences of ownership of any Common Units, other equity securities or any securities convertible into or exercisable or exchangeable for any Common Units or other equity securities of the Partnership, whether any transaction described in clause (i) or (iii) above is to be settled by delivery of Common Units, Subordinated Units, other equity securities, in cash or otherwise, or publicly announce any intention to do any of the foregoing. During Moreover, 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 or the Partnership becomes aware of material news on a material event relating to the Partnership that will occur during the 16-day period beginning on the last day of the Lock-Up Period, the Lock-Up Period shall be extended and the General Partner restrictions imposed by this Section 3(j) shall not permit or grant any waiver continue to apply until the expiration of the Partnership’s securities trading policies with respect to any trading window or blackout period, which waiver would allow any officer or director 18-day period beginning on the date of issuance of the Partnership to offerearnings release or the occurrence of the material news or material event, pledgeas the case may be, sell or otherwise transfer or dispose unless the Representative waives, in writing, such extension. In the event of any Common Unitsextension of the Lock-Up Period pursuant to the immediately preceding sentence, the Partnership shall notify the Representative of such extension as promptly as practicable and in any event prior to the last day of the original Lock-Up Period. Notwithstanding the provisions set forth in the immediately preceding paragraph, the Partnership may, without the prior written consent of the RepresentativesRepresentative: (1) issue the Units to the Underwriters pursuant to this Agreement, (2) issue Common Units, other equity securities of the Partnership or any securities convertible into or exercisable or exchangeable for any Common Units or other equity securities of the Partnership and options to purchase Common Units, pursuant to the LTIP or any other equity incentive plans described in the General Disclosure Package and the Prospectus, if the terms of such equity incentive plans are substantially the same as the form filed as part of the Registration Statement, (3) issue Common Units upon the exercise of options outstanding on the date of this Agreement or issued after the date of this Agreement under the LTIP or any other equity incentive plans referred to in clause (2) above, and (4) issue or withhold any Common Units upon the vesting of any outstanding equity award granted pursuant to the LTIP or any other equity incentive plans described in the General Disclosure Package and the Prospectus, . provided, however, that in the case of any issuance described in clause (3) above, it shall be a condition to the issuance that each recipient executes and delivers to the RepresentativesRepresentative, acting on behalf of the Underwriters, not later than one business day prior to the date of such issuance, a written agreement, in substantially the form of Exhibit C D hereto to this Agreement and otherwise satisfactory in form and substance to the RepresentativesRepresentative.

Restriction on Sale of Common Units. During the Lock-Up Period, the Partnership Entities will not, without the prior written consent of the RepresentativesUnderwriter, directly or indirectly: (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of any Common Units, other equity securities of the Partnership or any securities convertible into or exercisable or exchangeable for Common Units or other equity securities of the Partnership, except that the Partnership may issue Common Units or any securities convertible or exchangeable into Common Units as payment of any part of the purchase price for businesses that are acquired by the Partnership or its subsidiaries; provided that any recipient of such Common Units must agree in writing to be bound by the terms of this Section 3(j) for the remaining term of the Lock-Up Period, (ii) file or cause the filing of any registration statement under the 1933 Act with respect to any Common Units, other equity securities of the Partnership or any securities convertible into or exercisable or exchangeable for any Common Units or other equity securities of the Partnership (other than (1) any registration statement on Form S-8 to register Common Units or options to purchase Common Units pursuant to the NGL Energy Partners LP 2011 Long-Term Incentive Plan described in the Pre-Pricing Prospectus and the Prospectus (the “LTIP”) and (2) any registration statement in connection with the entrance by the Partnership into a definitive agreement relating to the acquisition of a business as contemplated by Section 3(j)(i)), (iii) enter into any swap or other agreement, arrangement or transaction that transfers to another, in whole or in part, directly or indirectly, any of the economic consequences of ownership of any Common Units, other equity securities or any securities convertible into or exercisable or exchangeable for any Common Units or other equity securities of the Partnership, whether any transaction described in clause (i) or (iii) above is to be settled by delivery of Common Units, other equity securities, in cash or otherwise, or publicly announce any intention to do any of the foregoing. During the Lock-Up Period, the Partnership and the General Partner shall not permit or grant any waiver of the Partnership’s securities trading policies with respect to any trading window or blackout period, which waiver would allow any officer or director of the Partnership to offer, pledge, sell or otherwise transfer or dispose of any Common Units. Notwithstanding the provisions set forth in the immediately preceding paragraph, the Partnership may, without the prior written consent of the RepresentativesUnderwriter: (1) issue the Units to the Underwriters Underwriter pursuant to this Agreement, (2) issue Common Units, other equity securities of the Partnership or any securities convertible into or exercisable or exchangeable for any Common Units or other equity securities of the Partnership and options to purchase Common Units, pursuant to the LTIP or any other equity incentive plans described in the General Disclosure Package and the Prospectus, if the terms of such equity incentive plans are substantially the same as the form filed as part of the Registration Statement, (3) issue Common Units upon the exercise of options outstanding on the date of this Agreement or issued after the date of this Agreement under the LTIP or any other equity incentive plans referred to in clause (2) above, and (4) issue or withhold any Common Units upon the vesting of any outstanding equity award granted pursuant to the LTIP or any other equity incentive plans described in the General Disclosure Package and the Prospectus, provided, however, that in the case of any issuance described in clause (3) above, it shall be a condition to the issuance that each recipient executes and delivers to the RepresentativesUnderwriter, not later than one business day prior to the date of such issuance, a written agreement, in substantially the form of Exhibit C hereto to this Agreement and otherwise satisfactory in form and substance to the RepresentativesUnderwriter.

Restriction on Sale of Common Units. During the Lock-Up Period, the Partnership Entities will not, without the prior written consent of the RepresentativesRepresentative, directly or indirectly: (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of any Common Units, other equity securities of the Partnership or any securities convertible into or exercisable or exchangeable for Common Units or other equity securities of the Partnership, except that the Partnership may issue Common Units or any securities convertible or exchangeable into Common Units as payment of any part of the purchase price for businesses that are acquired by the Partnership or its subsidiaries; provided that any recipient of such Common Units must agree in writing to be bound by the terms of this Section 3(j) for the remaining term of the Lock-Up Period, (ii) file or cause the filing of any registration statement under the 1933 Act with respect to any Common Units, other equity securities of the Partnership or any securities convertible into or exercisable or exchangeable for any Common Units or other equity securities of the Partnership (other than (1) any registration statement on Form S-8 to register Common Units or options to purchase Common Units pursuant to the NGL Energy Partners LP 2011 Long-Term Incentive Plan described in the Pre-Pricing Prospectus and the Prospectus (the “LTIP”) and (2) any registration statement in connection with the entrance by the Partnership into a definitive agreement relating to the acquisition of a business as contemplated by Section 3(j)(i)),, or (iii) enter into any swap or other agreement, arrangement or transaction that transfers to another, in whole or in part, directly or indirectly, any of the economic consequences of ownership of any Common Units, other equity securities or any securities convertible into or exercisable or exchangeable for any Common Units or other equity securities of the Partnership, whether any transaction described in clause (i) or (iii) above is to be settled by delivery of Common Units, Subordinated Units, other equity securities, in cash or otherwise, or publicly announce any intention to do any of the foregoing. During the Lock-Up Period, the Partnership and the General Partner shall not permit or grant any waiver of the Partnership’s securities trading policies with respect to any trading window or blackout period, which waiver would allow any officer or director of the Partnership to offer, pledge, sell or otherwise transfer or dispose of any Common Units. Notwithstanding the provisions set forth in the immediately preceding paragraph, the Partnership may, without the prior written consent of the RepresentativesRepresentative: (1) issue the Units to the Underwriters pursuant to this Agreement, (2) issue Common Units, other equity securities of the Partnership or any securities convertible into or exercisable or exchangeable for any Common Units or other equity securities of the Partnership and options to purchase Common Units, pursuant to the LTIP or any other equity incentive plans described in the General Disclosure Package and the Prospectus, if the terms of such equity incentive plans are substantially the same as the form filed as part of the Registration Statement, (3) issue Common Units upon the exercise of options outstanding on the date of this Agreement or issued after the date of this Agreement under the LTIP or any other equity incentive plans referred to in clause (2) above, and (4) issue or withhold any Common Units upon the vesting of any outstanding equity award granted pursuant to the LTIP or any other equity incentive plans described in the General Disclosure Package and the Prospectus, . provided, however, that in the case of any issuance described in clause (3) above, it shall be a condition to the issuance that each recipient executes and delivers to the RepresentativesRepresentative, acting on behalf of the Underwriters, not later than one business day prior to the date of such issuance, a written agreement, in substantially the form of Exhibit C D hereto to this Agreement and otherwise satisfactory in form and substance to the RepresentativesRepresentative.