Common use of Restrictions on Public Sale by Holders of Registrable Securities Clause in Contracts

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities who is included in the Shelf Registration Statement agrees not to effect any public sale or distribution of the Registrable Securities during the lock-up period contained in a prospectus supplement filed with the Commission with respect to the pricing of an Underwritten Offering, provided that (i) Regency gives written notice to such Holder of the date of the commencement and termination of such period with respect to any such Underwritten Offering and (ii) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on Regency or on the officers or directors or any other unitholder of Regency on whom a restriction is imposed.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities who is included participating in the Shelf Registration Statement an Underwritten Offering agrees to enter into a customary letter agreement with Underwriters providing that such Holder will not to effect any public sale or distribution of the Registrable Securities during the lock-up 45 calendar day period contained in beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of an such Underwritten Offering; provided, provided that however, that, notwithstanding the foregoing, (i) Regency gives written notice to such Holder of the date of the commencement and termination of such period with respect to any such Underwritten Offering and (ii) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on Regency or Underwriters on the officers Company or the officers, directors or any other unitholder Affiliate of Regency the Company on whom a restriction is imposedimposed and (ii) the restrictions set forth in this Section 2.06 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities who is participating in an Underwriting Offering included in the Shelf a Registration Statement agrees to enter into a customary letter agreement with underwriters providing that such Holder will not to effect any public sale or distribution of the Registrable Securities during the lockforty-up five (45) calendar day period contained in beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of an such Underwritten Offering; provided, provided however, that (i) Regency gives written notice to such Holder of the date of the commencement and termination of such period with respect to any such Underwritten Offering and (ii) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on Regency the Company or on the officers or officers, directors or any other unitholder Affiliate of Regency the Company on whom a restriction is imposedimposed and (ii) the restrictions set forth in this Section 2.06 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities who is included in the Shelf Registration Statement agrees not to effect any public sale or distribution of the Registrable Securities during the lock-up period contained in a prospectus supplement filed with the Commission with respect to the pricing of an Underwritten Offering, provided that (i) Regency ETP gives written notice to such Holder of the date of the commencement and termination of such period with respect to any such Underwritten Offering and (ii) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on Regency ETP or on the officers or directors or any other unitholder of Regency ETP on whom a restriction is imposed.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities who is included in the Shelf Registration Statement agrees not to effect any public sale or distribution of the Registrable Securities during the lock-up period contained in a prospectus supplement filed with the Commission with respect to the pricing of an Underwritten Offering, provided that (i) Regency gives written notice to such Holder of the date of the commencement and termination of such period with respect to any such Underwritten Offering and (ii) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on Regency or on the officers or directors or any other unitholder of Regency on whom a restriction is imposed.

Restrictions on Public Sale by Holders of Registrable Securities. Each To the extent requested by the Managing Underwriter, each Holder of Registrable Securities who is included that participates in the Shelf Registration Statement agrees an Underwritten Offering will enter into a customary letter agreement with underwriters providing such Holder will not to effect any public sale or distribution of the Registrable Securities during the lock-up ninety (90) day period contained in beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of an any Underwritten Offering, provided that (i) Regency gives written notice to such Holder of the date of the commencement and termination of such period with respect to any such Underwritten Offering and (ii) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on Regency the Company or on the officers or officers, directors or any other unitholder Affiliate of Regency the Company on whom a restriction is imposed, (ii) the restrictions set forth in this Section 2.09 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Selling Holder.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Common Unit Registrable Securities who is included participating in the Shelf Registration Statement an Underwritten Offering agrees to enter into a customary letter agreement with Underwriters providing that such Holder will not to effect any public sale or distribution of the Common Unit Registrable Securities during the lock-up 45 calendar day period contained in beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of an such Underwritten Offering; provided, provided that however, that, notwithstanding the foregoing, (i) Regency gives written notice to such Holder of the date of the commencement and termination of such period with respect to any such Underwritten Offering and (ii) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on Regency or Underwriters on the officers Partnership or the officers, directors or any other unitholder Affiliate of Regency the Partnership on whom a restriction is imposedimposed and (ii) the restrictions set forth in this Section 2.06 shall not apply to any Common Unit Registrable Securities that are included in such Underwritten Offering by such Holder.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities who is included in the Shelf Registration Statement agrees not to effect any public sale or distribution of the Registrable Securities during the lock-up 90 calendar day period contained in beginning on the date of a prospectus supplement filed with the Commission with respect to the pricing of an Underwritten Offering, provided that (i) Regency ETP gives written notice to such Holder of the date of the commencement and termination of such period with respect to any such Underwritten Offering and (ii) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on Regency ETP or on the officers or directors or any other unitholder of Regency ETP on whom a restriction is imposed.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities who is included in the Shelf Registration Statement agrees not to effect any public sale or distribution of the Registrable Securities during the lock-for a period of up period contained in a prospectus supplement filed with the Commission with respect to the pricing 45 days following completion of an Underwritten OfferingOffering of equity securities by Regency, provided that (i) Regency gives written notice to such Holder of the date of the commencement and termination of such period with respect to any such Underwritten Offering and (ii) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters of such public sale or distribution on Regency or on the officers or directors or any other unitholder of Regency on whom a restriction is imposed.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder who, along with its Affiliates, holds at least five percent of the then-outstanding Registrable Securities who is included in the Shelf Registration Statement agrees to enter into a customary letter agreement with underwriters providing such Holder will not to effect any public sale or distribution of the Registrable Securities during a period not to exceed 60 calendar days beginning on the lock-up period contained in date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of an Underwritten Offering, provided that (i) Regency gives written notice to such Holder of the date of the commencement and termination of such period with respect to any such Underwritten Offering and (ii) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on Regency the Partnership or on the officers or officers, directors or any other unitholder of Regency the Partnership on whom a restriction is imposed; and (ii) the restrictions set forth in this Section 2.12 shall not apply to any Registrable Securities that are otherwise sold in connection with an Underwritten Offering pursuant to this Agreement.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities who is included in the Shelf Registration Statement a registration statement agrees not to effect any public sale or distribution of the Registrable Securities during the lock-up period contained in a prospectus supplement filed with the Commission with respect to the pricing of an Underwritten Offering, provided that (i) Regency gives written notice to such Holder of the date of the commencement and termination of such period with respect to any such Underwritten Offering and (ii) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on Regency or on the officers or directors or any other unitholder of Regency on whom a restriction is imposed.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder who, along with its Affiliates, holds at least 5% of Registrable Securities who is included in the Shelf Registration Statement then outstanding Common Units, subject to adjustment pursuant to Section 3.04, agrees to enter into a customary letter agreement with underwriters providing such Holder will not to effect any public sale or distribution of the Registrable Securities during the lock-up 90 calendar day period contained in beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of an Underwritten Offering, provided that (i) Regency gives written notice to such Holder of the date of the commencement and termination of such period with respect to any such Underwritten Offering and (ii) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on Regency the Partnership or on the officers or officers, directors or any other unitholder of Regency the Partnership on whom a restriction is imposedimposed and (ii) the restrictions set forth in this Section 2.07 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder.

Restrictions on Public Sale by Holders of Registrable Securities. Each To the extent requested by the Managing Underwriter, each Holder of Registrable Securities who is included that participates in the Shelf Registration Statement agrees an Underwritten Offering will enter into a customary letter agreement with underwriters providing such Holder will not to effect any public sale or distribution of the Registrable Securities during the lock-up ninety (90) day period contained in beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of an any Underwritten Offering, provided that (i) Regency gives written notice to such Holder of the date of the commencement and termination of such period with respect to any such Underwritten Offering and (ii) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on Regency the Company or on the officers or officers, directors or any other unitholder Affiliate of Regency the Company on whom a restriction is imposed, (ii) the restrictions set forth in this Section 2.11 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Selling Holder.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities who is included participating in an Underwritten Offering agrees to enter into a customary letter agreement with the Shelf Registration Statement agrees Underwriters providing that such Holder will not to effect any public sale or distribution of the Registrable Securities during the lock-up 45 calendar day period contained in beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of an such Underwritten Offering; provided, provided that however, that, notwithstanding the foregoing, (i) Regency gives written notice to such Holder of the date of the commencement and termination of such period with respect to any such Underwritten Offering and (ii) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on Regency or Underwriters on the officers Company or the officers, directors or any other unitholder Affiliate of Regency the Company on whom a restriction is imposedimposed and (ii) the restrictions set forth in this Section 2.05 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder who, along with its Affiliates, holds at least five percent (5%) of Registrable Securities who is included in the Shelf Registration Statement then-outstanding shares of Common Stock agrees to enter into a customary letter agreement with underwriters providing such Holder will not to effect any public sale or distribution of the Registrable Securities during the lock-up 60 calendar day period contained in beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of an Underwritten Offering, provided that (i) Regency gives written notice to such Holder of the date of the commencement and termination of such period with respect to any such Underwritten Offering and (ii) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on Regency the Company or on the officers or officers, directors or any other unitholder shareholder of Regency the Company on whom a restriction is imposed; and (ii) the restrictions set forth in this Section 2.10 shall not apply to any Registrable Securities that are otherwise sold in connection with an Underwritten Offering pursuant to this Agreement.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities who is included in the Shelf Registration Statement agrees not to effect any public sale or distribution of the Registrable Securities during the lock-up 120 calendar day period contained in beginning on the date of a prospectus supplement filed with the Commission with respect to the pricing of an Underwritten Offering, provided that (i) Regency ETP gives written notice to such Holder of the date of the commencement and termination of such period with respect to any such Underwritten Offering and (ii) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on Regency ETP or on the officers or directors or any other unitholder of Regency ETP on whom a restriction is imposed.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities who is included in the Shelf any Registration Statement agrees not to effect any public sale or distribution of the Registrable Securities during the lock-up 30 calendar day period contained in beginning on the date of a prospectus supplement filed with the Commission with respect to the pricing of an Underwritten Offering in which such Holder is participating other than the IPO, or other prospectus (including any free writing prospectus) containing the terms of the pricing of such Underwritten Offering, ; provided that (i) Regency gives written notice to such Holder of the date of the commencement and termination of such period with respect to any such Underwritten Offering and (ii) the duration of the foregoing restrictions restriction shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on Regency or on the officers or directors or any other unitholder shareholder of Regency the Company on whom a restriction is imposed.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder who, along with its Affiliates, holds at least five percent (5%) of Registrable Securities who is included in the Shelf Registration Statement then-outstanding shares of Common Stock agrees to enter into a customary letter agreement with underwriters providing such Holder will not to effect any public sale or distribution of the Registrable Securities during the lock-up 90 calendar day period contained in beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of an Underwritten Offering, provided that (i) Regency gives written notice to such Holder of the date of the commencement and termination of such period with respect to any such Underwritten Offering and (ii) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on Regency the Company or on the officers or officers, directors or any other unitholder shareholder of Regency the Company on whom a restriction is imposed; and (ii) the restrictions set forth in this Section 2.09 shall not apply to any Registrable Securities that are otherwise sold in connection with an Underwritten Offering pursuant to this Agreement.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities who is included in the Shelf Registration Statement agrees not to effect any public sale or distribution of the Registrable Securities during the lock-up period contained in a prospectus supplement filed with the Commission with respect to the pricing of an Underwritten Offering, provided that (i) Regency ETE gives written notice to such Holder of the date of the commencement and termination of such period with respect to any such Underwritten Offering and (ii) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on Regency ETE or on the officers or directors or any other unitholder of Regency ETE on whom a restriction is imposed.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities who is included in the Shelf Registration Statement agrees not to effect any public sale or distribution of the Registrable Securities during the lock-up 120 calendar day period contained in beginning on the date of a prospectus supplement filed with the Commission with respect to the pricing of an Underwritten Offering, provided that (i) Regency ETE gives written notice to such Holder of the date of the commencement and termination of such period with respect to any such Underwritten Offering and (ii) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on Regency ETE or on the officers or directors or any other unitholder of Regency ETE on whom a restriction is imposed.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder who, along with its Affiliates, holds at least five percent (5%) of Registrable Securities who is included in the Shelf Registration Statement then-outstanding shares of Common Stock agrees to enter into a customary letter agreement with underwriters providing such Holder will not to effect any public sale or distribution of the Registrable Securities during the lock-up 180 calendar day period contained in beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of an Underwritten Offering, provided that (i) Regency gives written notice to such Holder of the date of the commencement and termination of such period with respect to any such Underwritten Offering and (ii) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on Regency the Company or on the officers or officers, directors or any other unitholder shareholder of Regency the Company on whom a restriction is imposed; and (ii) the restrictions set forth in this Section 2.10 shall not apply to any Registrable Securities that are otherwise sold in connection with an Underwritten Offering pursuant to this Agreement.

Restrictions on Public Sale by Holders of Registrable Securities. Each To the extent requested by the Managing Underwriter, each Holder of Registrable Securities who is included that participates in the Shelf Registration Statement agrees an Underwritten Offering will enter into a customary letter agreement with underwriters providing such Holder will not to effect any public sale or distribution of the Registrable Securities during the lockninety (90) calendar-up day period contained in beginning on the date of a prospectus or prospectus supplement filed with the Commission SEC with respect to the pricing of an any Underwritten Offering, provided that (i) Regency gives written notice to such Holder of the date of the commencement and termination of such period with respect to any such Underwritten Offering and (ii) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on Regency the Company or on the officers or officers, directors or any other unitholder Affiliate of Regency the Company on whom a restriction is imposed, (ii) the restrictions set forth in this Section 2.07 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Selling Holder.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities who is included in the Shelf Registration Statement who, along with its Affiliates, holds Common Units, subject to adjustment pursuant to Section 3.04, agrees to enter into a customary letter agreement with underwriters providing such Holder will not to effect any public sale or distribution of the Registrable Securities during the lock-up ninety (90) calendar day period contained in beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of an Underwritten Offering, provided that (i) Regency gives written notice to such Holder of the date of the commencement and termination of such period with respect to any such Underwritten Offering and (iia) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on Regency the Partnership or on the officers or officers, directors or any other unitholder of Regency the Partnership on whom a restriction is imposedimposed and (b) the restrictions set forth in this Section 2.11 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities who is included in the Shelf Registration Statement who, along with its Affiliates, holds Common Units, subject to adjustment pursuant to Section 3.04, agrees to enter into a customary letter agreement with underwriters providing such Holder will not to effect any public sale or distribution of the Registrable Securities during the lock-up ninety (90) calendar day period contained in beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of an Underwritten Offering, provided that (i) Regency gives written notice to such Holder of the date of the commencement and termination of such period with respect to any such Underwritten Offering and (ii) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on Regency the Partnership or on the officers or officers, directors or any other unitholder of Regency the Partnership on whom a restriction is imposedimposed and (ii) the restrictions set forth in this Section 2.10 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities who is included participating in the Shelf Registration Statement an Underwritten Offering agrees to enter into a customary letter agreement with Underwriters providing that such Holder will not to effect any public sale or distribution of the Registrable Securities during the lock-up 45 calendar day period contained in beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of an such Underwritten Offering; provided, provided that however, that, notwithstanding the foregoing, (i) Regency gives written notice to such Holder of the date of the commencement and termination of such period with respect to any such Underwritten Offering and (ii) the duration of the foregoing restrictions shall be no longer than Table of Contents the duration of the shortest restriction generally imposed by the underwriters on Regency or Underwriters on the officers Company or the officers, directors or any other unitholder Affiliate of Regency the Company on whom a restriction is imposedimposed and (ii) the restrictions set forth in this Section 2.06 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder.

Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities who is participating in an Underwriting Offering included in the Shelf a Registration Statement agrees to enter into a customary letter agreement with underwriters providing that such Holder will not to effect any public sale or distribution of the Registrable Securities during the lockforty-up five (45) calendar day period contained in beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of an such Underwritten Offering; provided, provided however, that (i) Regency gives written notice to such Holder of the date of the commencement and termination of such period with respect to any such Underwritten Offering and (ii) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on Regency the Partnership or on the officers or officers, directors or any other unitholder Affiliate of Regency the Partnership on whom a restriction is imposedimposed and (ii) the restrictions set forth in this Section 2.06 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder.