Common use of Restrictions on Further Issues or Sales Clause in Contracts

Restrictions on Further Issues or Sales. 16.1 For a period of 30 days after the date of the Prospectus, BIP will not, without the prior written consent of the Representatives, offer, sell, contract to sell, pledge, otherwise dispose of, or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by BIP, or the General Partner or any controlled affiliate of BIP or the General Partner or any person in privity with BIP or the General Partner or any controlled affiliate of BIP or the General Partner, directly or indirectly, including the filing (or participation in the filing) of a registration statement with the SEC in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, or announce the offering, of any units of any class of capital stock of BIP (other than the Units) that is preferred as to the payment of distributions, or as to the distribution of assets upon any liquidation or dissolution of BIP, over the limited partnership units of BIP (including any units of any class of partnership interests of the Partnership (other than the Units) that ranks equally with the Units as to the payment of distributions or as to the distribution of assets upon any liquidation or dissolution of BIP (other than any of BIP’s Class A preferred limited partnership units that are issued upon re-classification in accordance with terms of the corresponding series of BIP’s outstanding Class A preferred limited partnership units, as described in the Prospectus)). For the avoidance of doubt, nothing contained in this Section 16 shall prohibit any disposition or offering by BIP, the General Partner, their respective controlled affiliates or any other person of BIP’s non-voting limited partnership units (“LP Units”) and securities convertible into, or otherwise exchangeable for, LP Units, including the filing (or participation in the filing) of a registration statement with the SEC or any prospectus in respect of LP Units and securities convertible into, or otherwise exchangeable for, LP Units, in each case, as contemplated by the Forms F-1 and F-3 (as amended from time to time) filed by BIP and Brookfield Infrastructure Corporation with the SEC.

Restrictions on Further Issues or Sales. 16.1 For a period of 30 days after the date of the Prospectus, the Company and BIP will not, without the prior written consent of the Representatives, offer, sell, contract to sell, pledge, or otherwise dispose of, or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by BIP, the Company or BIP or the General Partner or any controlled affiliate of BIP or the General Partner or any person in privity with BIP or the General Partner or any controlled affiliate of BIP or the General Partner, directly or indirectly, including the filing (or participation in the filing) of a registration statement with the SEC in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, or announce the offering, in the United States of (i) any units of any class of capital stock of BIP (other than the Exchange Preferred Units, the Series 15 Preferred Units or the Series 16 Preferred Units) that is preferred as to the payment of distributions, or as to the distribution of assets upon any liquidation or dissolution of BIP, over the limited partnership units of BIP LP Units (including any units of any class of partnership interests of the Partnership BIP (other than the Exchange Preferred Units, the Series 15 Preferred Units or the Series 16 Preferred Units) that ranks equally with the Exchange Preferred Units as to the payment of distributions or as to the distribution of assets upon any liquidation or dissolution of BIP the partnership (other than any of BIP’s Class A preferred limited partnership units Existing Canadian Preferred Units that are issued upon re-classification in accordance with terms of the corresponding series of BIP’s outstanding Existing Canadian Preferred Units as described under “Description of the Exchange Preferred Units — Class A preferred limited partnership units, as described Preferred Units — Existing Series” in the Prospectus)), or (ii) any subordinate debt securities of BIP or securities exchangeable or convertible into debt securities of BIP which are substantially similar to the Notes. For the avoidance of doubt, nothing contained in this Section 16 shall prohibit the issuance of the Notes pursuant to this offering or any disposition or offering by BIP, the General Partner, their respective controlled affiliates or any other person of BIP’s non-voting limited partnership units (“i) the Class A Preferred Units outside of the United States, (ii) the LP Units”) Units and securities convertible into, or otherwise exchangeable for, LP Units, including the filing (or participation in the filing) with the SEC of a registration statement with the SEC on Form F-1 or F-3 or any prospectus amendment thereto, or any prospectus, in respect of the issuance or delivery of LP Units and securities convertible intoupon exchange, redemption, or otherwise acquisition of exchangeable forsecurities of BIPC (and its successors), LP Units(iii) debt securities of BIP or its subsidiaries or securities exchangeable or convertible into debt securities of BIP or its subsidiaries which rank senior to the Notes, in each case, as contemplated by the Forms F-1 and F-3 or (as amended from time iv) indebtedness issued pursuant to time) filed by BIP and Brookfield Infrastructure Corporation with the SECBIP’s commercial paper program.

Restrictions on Further Issues or Sales. 16.1 For a period of 30 days after the date of the Prospectus, BIP will not, without the prior written consent of the Representatives, offer, sell, contract to sell, pledge, otherwise dispose of, or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by BIP, or the General Partner or any controlled affiliate of BIP or the General Partner or any person in privity with BIP or the General Partner or any controlled affiliate of BIP or the General Partner, directly or indirectly, including the filing (or participation in the filing) of a registration statement with the SEC in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, or announce the offering, in the United States of any units of any class of capital stock of BIP (other than the Units) that is preferred as to the payment of distributions, or as to the distribution of assets upon any liquidation or dissolution of BIP, over the limited partnership units of BIP (including any units of any class of partnership interests of the Partnership BIP (other than the Units) that ranks equally with the Units as to the payment of distributions or as to the distribution of assets upon any liquidation or dissolution of BIP (other than any of BIP’s Class A preferred limited partnership units Existing Canadian Preferred Units that are issued upon re-classification in accordance with terms of the corresponding series of BIP’s outstanding Class A preferred limited partnership unitsExisting Canadian Preferred Units, as described in the Prospectus)). For the avoidance of doubt, nothing contained in this Section 16 shall prohibit any disposition or offering by BIP, the General Partner, their respective controlled affiliates or any other person of (i) BIP’s Class A preferred limited partnership units outside of the United States and/or (ii) BIP’s non-voting limited partnership units (“LP Units”) and securities convertible into, or otherwise exchangeable for, LP Units, including the filing (or participation in the filing) of a registration statement with the SEC or any prospectus in respect of LP Units and securities convertible into, or otherwise exchangeable for, LP Units, in each case, as contemplated by the Forms F-1 and F-3 (as amended from time to time) filed by BIP and Brookfield Infrastructure Corporation with the SEC.

Restrictions on Further Issues or Sales. 16.1 For a period of 30 days after the date of the Prospectus, the Company and BIP will not, without the prior written consent of the Representatives, offer, sell, contract to sell, pledge, or otherwise dispose of, or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by BIP, the Company or BIP or the General Partner or any controlled affiliate of BIP or the General Partner or any person in privity with BIP or the General Partner or any controlled affiliate of BIP or the General Partner, directly or indirectly, including the filing (or participation in the filing) of a registration statement with the SEC in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, or announce the offering, in the United States of (i) any units of any class of capital stock of BIP (other than the Exchange Preferred Units or the Series 15 Preferred Units) that is preferred as to the payment of distributions, or as to the distribution of assets upon any liquidation or dissolution of BIP, over the limited partnership units of BIP LP Units (including any units of any class of partnership interests of the Partnership BIP (other than the Exchange Preferred Units or the Series 15 Preferred Units) that ranks equally with the Exchange Preferred Units as to the payment of distributions or as to the distribution of assets upon any liquidation or dissolution of BIP the partnership (other than any of BIP’s Class A preferred limited partnership units Existing Canadian Preferred Units that are issued upon re-classification in accordance with terms of the corresponding series of BIP’s outstanding Existing Canadian Preferred Units as described under “Description of the Exchange Preferred Units — Description of Class A preferred limited partnership units, as described Preferred Units — Series” in the Prospectus)), or (ii) any subordinate debt securities of BIP or securities exchangeable or convertible into debt securities of BIP which are substantially similar to the Notes. For the avoidance of doubt, nothing contained in this Section 16 shall prohibit any disposition or offering by BIP, the General Partner, their respective controlled affiliates or any other person of BIP’s non-voting limited partnership units (“i) the Class A Preferred Units outside of the United States, (ii) the LP Units”) Units and securities convertible into, or otherwise exchangeable for, LP Units, including the filing (or participation in the filing) of a registration statement with the SEC or any prospectus in respect of LP Units and securities convertible into, or otherwise exchangeable for, LP Units, in each case, as contemplated by the Forms F-1 and F-3 (as amended from time to time) filed by BIP and Brookfield Infrastructure Corporation with the SEC, (iii) debt securities of BIP or its subsidiaries or securities exchangeable or convertible into debt securities of BIP or its subsidiaries which rank senior to the Notes, or (iv) indebtedness issued pursuant to BIP’s commercial paper program.