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

Restrictions on Public Sale by Holders of Registrable Securities. MLP Holdco and any other Holder(s) who, along with its Affiliates, holds at least five percent (5%) of the then-outstanding Registrable Securities (subject to adjustment pursuant to Section 3.04), agrees to enter into a customary letter agreement with underwriters providing such Holder will not effect any public sale or distribution of the Registrable Securities during the 90 calendar day period 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) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership or the officers, directors or any other unitholder of the Partnership 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 included in such Underwritten Offering by such Holder.

Restrictions on Public Sale by Holders of Registrable Securities. MLP Holdco and any other Holder(s) who, along with its Affiliates, holds at least five percent (5%) of the then-outstanding Registrable Securities (subject to adjustment pursuant to Section 3.04), agrees to enter into a customary letter agreement with underwriters providing such Holder will not effect any public sale or distribution of the Registrable Securities during the 90 calendar day period 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) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership or the officers, directors or any other unitholder of the Partnership on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.10 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. MLP Holdco NJNR and any other Holder(s) who, along with its Affiliates, holds at least five percent (5%) of the then-outstanding Registrable Securities (subject to adjustment pursuant to Section 3.04), agrees to enter into a customary letter agreement with underwriters providing that such Holder will not effect any public sale or distribution of the Registrable Securities during the 90 calendar day period 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) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership or the officers, directors or any other unitholder of the Partnership on whom a restriction is imposed in connection with the Underwritten Offering, and such restrictions shall not otherwise be more restrictive than such restrictions so generally imposed by the underwriters, and (ii) the restrictions set forth in this Section 2.10 2.12 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. MLP Holdco and any other Holder(s) Each Holder who, along with its Affiliates, holds at least five percent (5%) the Minimum Amount of the then-outstanding Registrable Securities (subject to adjustment pursuant to Section 3.04), agrees to enter into a customary letter agreement with underwriters providing such Holder will not effect any public sale or distribution of the Registrable Securities during the 90 60 calendar day period 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) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership EVA or the officers, directors or any other unitholder stockholders of the Partnership EVA on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.10 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. MLP Holdco and any other Holder(s) Each Holder who, along with its Affiliates, holds at least five percent (5%) one million of the then-then outstanding Registrable Securities (subject to adjustment pursuant to Section 3.04), agrees to enter into a customary letter agreement with underwriters providing such Holder will not effect any public sale or distribution of the Registrable Securities during the 90 calendar day period 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) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership or the officers, directors or any other unitholder of the Partnership on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.10 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. MLP Holdco and any other Holder(s) Each Holder who, along with its Affiliates, holds at least five percent (5%) % of the then-then outstanding Registrable Securities (Common Units, subject to adjustment pursuant to Section 3.04), if requested by the Managing Underwriter of an Underwritten Offering, agrees to enter into a customary letter agreement with underwriters providing such Holder will not effect any public sale or distribution of the Registrable Securities during the 90 calendar day period 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) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership or the officers, officers or directors of the General Partner or any other unitholder of the Partnership on whom a restriction is imposed imposed, and (ii) the restrictions set forth in this Section 2.10 2.08 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. MLP Holdco GPM and any other Holder(s) who, along with its Affiliates, holds at least five percent (5%) of the then-outstanding Registrable Securities (subject to adjustment pursuant to Section 3.04), agrees to enter into a customary letter agreement with underwriters providing such Holder will not effect any public sale or distribution of the Registrable Securities during the 90 calendar day period 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) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership or the officers, directors or any other unitholder of the Partnership on whom a restriction is imposed and imposed, (ii) the restrictions set forth in this Section 2.10 shall not apply to any Registrable Securities that are included redeemed by the Partnership pursuant to a Redemption; and (iii) the restrictions set forth in such this Section 2.10 shall not apply to any Registrable Securities that are otherwise sold in connection with an Underwritten Offering by such Holderpursuant to this Agreement.

Restrictions on Public Sale by Holders of Registrable Securities. MLP Holdco and any other Holder(s) who, along with its Affiliates, holds at least five percent (5%) Each Holder of the then-outstanding Registrable Securities (subject who is included in the Shelf Registration Statement agrees not to adjustment pursuant to Section 3.04), agrees to enter into a customary letter agreement with underwriters providing such Holder will not effect any public sale or distribution of the Registrable Securities during the 90 30 calendar day period 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) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership officers or the officers, directors or any other unitholder of the Partnership MarkWest on whom a restriction is imposed imposed; and (ii) provided further, that the restrictions set forth in under this Section 2.10 2.06 shall not apply (i) to any Registrable Securities Holder that are included is not otherwise eligible to participate in such Underwritten Offering by pursuant to Section 2.02(a) or (ii) to the sale or distribution of Registrable Securities in such HolderUnderwritten Offering pursuant to Section 2.02(a).

Restrictions on Public Sale by Holders of Registrable Securities. MLP Holdco and any other Holder(s) Each Holder who, along with its Affiliates, holds at least five percent (5%) one million of the then-outstanding Registrable Securities (Securities, subject to adjustment pursuant to Section 3.04), agrees to enter into a customary letter agreement with underwriters providing such Holder will not effect any public sale or distribution of the Registrable Securities during the 90 calendar day period 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) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership or the officers, directors or any other unitholder of the Partnership 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 included in such Underwritten Offering by such Holder.

Restrictions on Public Sale by Holders of Registrable Securities. MLP Holdco and any other Holder(s) Each Holder who, along with its Affiliates, holds at least five percent (5%) of the then-outstanding Registrable Securities shares of Common Stock (subject on an as-converted basis giving effect to adjustment pursuant to Section 3.04), the conversion of the Convertible Preferred Stock into Common Stock) agrees to enter into a customary letter agreement with underwriters providing such Holder will not effect any public sale or distribution of the Registrable Securities during the 90 60 calendar day period 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) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership Company or the officers, directors or any other unitholder shareholder of the Partnership Company on whom a restriction is imposed imposed; and (ii) the restrictions set forth in this Section 2.10 shall not apply to any Registrable Securities that are included otherwise sold in such connection with an Underwritten Offering by such Holderpursuant to this Agreement.

Restrictions on Public Sale by Holders of Registrable Securities. MLP Holdco CEG and any other Holder(s) who, along with its Affiliates, holds at least five percent (5%) of the then-outstanding Registrable Securities (subject to adjustment pursuant to Section 3.04), agrees to enter into a customary letter agreement with underwriters providing such Holder will not effect any public sale or distribution of the Registrable Securities during the 90 calendar day period 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) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership or the officers, directors or any other unitholder of the Partnership 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 included in such Underwritten Offering by such Holder.

Restrictions on Public Sale by Holders of Registrable Securities. MLP Holdco and any other Holder(s) Each Holder who, along with its Affiliates, holds at least five percent (5%) of the one million then-outstanding Registrable Securities (subject to adjustment pursuant to Section 3.04), agrees to enter into a customary letter agreement with underwriters providing such Holder will not effect any public sale or distribution of the Registrable Securities during the 90 calendar day period 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) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership or the officers, directors or any other unitholder of the Partnership on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.10 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. MLP Holdco Each Contributor Party and any other Holder(s) who, along with its Affiliates, holds at least five percent (5%) of the then-outstanding Registrable Securities (subject to adjustment pursuant to Section 3.04), agrees to enter into a customary letter agreement with underwriters providing that such Holder will not effect any public sale or distribution of the Registrable Securities during the 90 calendar day period 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) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership or the officers, directors or any other unitholder of the Partnership on whom a restriction is imposed in connection with the Underwritten Offering, and such restrictions shall not otherwise be more restrictive than such restrictions so generally imposed by the underwriters, and (ii) the restrictions set forth in this Section 2.10 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. MLP Holdco and any other Holder(s) Each Holder who, along with its Affiliates, holds at least five percent (5%) 1.0 million of the then-outstanding Registrable Securities (Securities, subject to adjustment pursuant to Section 3.04), agrees to enter into a customary letter agreement with underwriters providing such Holder will not effect any public sale or distribution of the Registrable Securities during the 90 calendar day period 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) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership or the officers, directors or any other unitholder of the Partnership on whom a restriction is imposed and imposed; (ii) the restrictions set forth in this Section 2.10 2.11 shall not apply to any Registrable Securities that are included redeemed by the Partnership pursuant to a Redemption; and (iii) the restrictions set forth in such this Section 2.11 shall not apply to any Registrable Securities that are otherwise sold in connection with an Underwritten Offering by such Holderpursuant to this Agreement.

Restrictions on Public Sale by Holders of Registrable Securities. MLP Holdco WPT and any other Holder(s) who, along with its Affiliates, holds at least five percent (5%) of the then-outstanding Registrable Securities (subject to adjustment pursuant to Section 3.04), agrees to enter into a customary letter agreement with underwriters providing such Holder will not effect any public sale or distribution of the Registrable Securities during the 90 calendar day period 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) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership or the officers, directors or any other unitholder of the Partnership 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 included in such Underwritten Offering by such Holder.

Restrictions on Public Sale by Holders of Registrable Securities. MLP Holdco and any other Holder(s) Each Holder who, along with its Affiliates, holds at least five percent (5%) of the then-outstanding Registrable Securities shares of Common Stock (subject on an as-converted basis giving effect to adjustment pursuant to Section 3.04), the conversion of the Convertible Preferred Stock into Common Stock) agrees to enter into a customary letter agreement with underwriters providing such Holder will not effect any public sale or distribution of the Registrable Securities during the 90 60 calendar day period 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) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership Company or the officers, directors or any other unitholder shareholder of the Partnership Company on whom a restriction is imposed imposed; and (ii) the restrictions set forth in this Section 2.10 6.18Section 1.11 shall not apply to any Registrable Securities that are included otherwise sold in such connection with an Underwritten Offering by such Holderpursuant to this Agreement.

Restrictions on Public Sale by Holders of Registrable Securities. MLP Holdco and any other Holder(s) who, along with its Affiliates, holds at least five percent (5%) Each Holder of the then-outstanding Registrable Securities (subject to adjustment pursuant to Section 3.04), who is participating in an Underwritten Offering and is included in a Registration Statement agrees to enter into a customary letter agreement with underwriters providing that such Holder will not effect any public sale or distribution of the Registrable Securities during the 90 45 calendar day period 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) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters Underwriters on the Partnership or the officers, directors or any other unitholder Affiliate of the Partnership on whom a restriction is imposed (and in any event, no more than 45 calendar days), (ii) any release shall be made pro rata to all Holders subject to similar lock-up agreements and (iiiii) the restrictions set forth in this Section 2.10 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. MLP Holdco and any other Holder(s) Each Holder who, along with its Affiliates, holds at least five percent (5%) of the then-then outstanding Registrable Securities (subject to adjustment pursuant to Section 3.04), agrees to enter into a customary letter agreement with underwriters providing such Holder will not effect any public sale or distribution of the Registrable Securities during the 90 calendar day period 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) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership or the officers, directors or any other unitholder of the Partnership on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.10 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. MLP Holdco and any other Holder(s) Each Holder who, along with its Affiliates, holds at least five percent (5%) % of the then-then outstanding Registrable Securities (Common Units, subject to adjustment pursuant to Section 3.04), if requested by the Managing Underwriter of an Underwritten Offering, agrees to enter into a customary letter agreement with underwriters providing such Holder will not effect any public sale or distribution of the Registrable Securities during the 90 calendar day period 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) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership or the officers, directors or any other unitholder of the Partnership on whom a restriction is imposed imposed, and (ii) the restrictions set forth in this Section 2.10 2.08 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. MLP Holdco and any other Holder(s) Each Holder who, along with its Affiliates, holds at least five percent (5%) 1 million of the then-outstanding Registrable Securities (Securities, subject to adjustment pursuant to Section 3.04), agrees to enter into a customary letter agreement with underwriters providing such Holder will not effect any public sale or distribution of the Registrable Securities during the 90 calendar day period 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) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership Company or the officers, directors or any other unitholder of the Partnership 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 included in such Underwritten Offering by such Holder.

Restrictions on Public Sale by Holders of Registrable Securities. MLP Holdco and any other Holder(s) Each Holder who, along with its Affiliates, holds at least five percent (5%) one million of the then-then outstanding Registrable Securities (subject to adjustment pursuant to Section 3.04), agrees to enter into a customary letter agreement with underwriters providing such Holder will not effect any public sale or distribution of the Registrable Securities during the 90 calendar day period 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) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership or the officers, directors or any other unitholder of the Partnership on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.10 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. MLP Holdco and any other Holder(s) Each Holder who, along with its Affiliates, holds at least five percent (5%) $5.0 million of the then-outstanding Registrable Securities (based on the last sales price of the Common Units as of the trading date prior to the time of such offering), subject to adjustment pursuant to Section 3.04), agrees to enter into a customary letter agreement with underwriters providing such Holder will not effect any public sale or distribution of the Registrable Securities during the 90 calendar day period 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) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership or the officers, directors or any other unitholder of the Partnership on whom a restriction is imposed imposed; and (ii) the restrictions set forth in this Section 2.10 2.11 shall not apply to any Registrable Securities that are included otherwise sold in such connection with an Underwritten Offering by such Holderpursuant to this Agreement.

Restrictions on Public Sale by Holders of Registrable Securities. MLP Holdco and any other Holder(s) Each Holder who, along with its Affiliates, holds at least five percent (5%) [1 million] of the then-outstanding Registrable Securities (Securities, subject to adjustment pursuant to Section 3.04), agrees to enter into a customary letter agreement with underwriters providing such Holder will not effect any public sale or distribution of the Registrable Securities during the 90 calendar day period 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) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership Company or the officers, directors or any other unitholder of the Partnership 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 included in such Underwritten Offering by such Holder.

Restrictions on Public Sale by Holders of Registrable Securities. MLP Holdco WPT and any other Holder(s) who, along with its Affiliates, holds at least five [—] percent (5[—]%) of the then-outstanding Registrable Securities (subject to adjustment pursuant to Section 3.04), agrees to enter into a customary letter agreement with underwriters providing such Holder will not effect any public sale or distribution of the Registrable Securities during the 90 calendar day period 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) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership or the officers, directors or any other unitholder of the Partnership 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 included in such Underwritten Offering by such Holder.