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

Restrictions on Public Sale by Holders of Registrable Securities. For one year following the Closing Date, 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 30-day period following completion of an Underwritten Offering of equity securities by the Partnership (except as provided in this Section 2.06); provided, however, that the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the officers or directors or any other unitholder of the Partnership on whom a restriction is imposed. In addition, the lock-up provisions in this Section 2.06 shall not apply with respect to a Holder that (A) owns less than $15 million of Purchased Units, based on the purchase price per unit under the Purchase Agreement, (B) has delivered an Opt Out Notice to the Partnership pursuant to Section 2.02(a) or (C) has submitted a notice requesting the inclusion of Registrable Securities in an Underwritten Offering pursuant to Section 2.02(a) but is unable to do so as a result of the priority provisions contained in Section 2.02(b).

Restrictions on Public Sale by Holders of Registrable Securities. For one year following a period of 365 days from the Closing Date, 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 30-day period following completion of an Underwritten Offering of equity securities by the Partnership Company (except as provided in this Section 2.06); provided, however, that the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the officers or directors or any other unitholder Unitholder of the Partnership Company on whom a restriction is imposedimposed in connection with such public offering. In addition, the lock-up provisions in of this Section 2.06 shall not apply with respect to a Holder that (A) owns less than $15 million 5,000,000 of Purchased Common Units, based on the purchase price per unit under the Purchase AgreementCommon Unit Price, (B) has delivered an Opt Out Notice to the Partnership Company pursuant to Section 2.02(a) 2.02 or (C) has submitted a notice requesting the inclusion of Registrable Securities in an Underwritten Offering pursuant to Section 2.02(a2.02 or Section 2.03(a) but is unable to do so as a result of the priority provisions contained in Section 2.02(b).

Restrictions on Public Sale by Holders of Registrable Securities. For one year following a period of 365 days from the Closing Date, each Holder of Registrable Securities who is included in the Shelf Registration Statement agrees not to effect any public sale or distribution of the any Registrable Securities during the 30-day period following completion beginning the day after the pricing date of an Underwritten Offering of equity securities by the Partnership or its Affiliates (except as provided in this Section 2.06); provided, however, that the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the officers or directors or any other unitholder of the Partnership on whom a restriction is imposed. In addition, the lock-up provisions in this Section 2.06 shall not apply with respect to a Holder that (A) owns less than $15 30.0 million of Purchased Units, based on the purchase price per unit under the Purchase Agreement, or (B) has delivered an Opt Out Notice to the Partnership pursuant to Section 2.02(a) ); provided, further, the above shall not apply, in the case of a Purchaser that is a large multi-unit investment or commercial banking organization, to activities in the normal course of trading units of such Purchaser other than the Participating Unit (C) has submitted a notice requesting as defined in the inclusion of Registrable Securities in an Underwritten Offering pursuant to Section 2.02(a) but is unable to do Purchase Agreement), so long as a result such other units are not acting on behalf of the priority provisions contained in Section 2.02(b)Participating Unit and have not been provided with confidential information regarding the Partnership by the Participating Unit.

Restrictions on Public Sale by Holders of Registrable Securities. For one year following a period of 365 days from the Closing Date, 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 30-day period following completion of an Underwritten Offering of equity securities by the Partnership PAPI (except as provided in this Section 2.06); provided, however, that the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the officers or directors or any other unitholder Unitholder of the Partnership PAPI on whom a restriction is imposedimposed in connection with such public offering. In addition, the lock-up provisions in of this Section 2.06 shall not apply with respect to a Holder that (A) owns less than $15 million 10,000,000 of Purchased UnitsCommon Stock, based on the purchase a valuation price of $2.25 per unit under the Purchase Agreementshare of Common Stock, (B) has delivered an Opt Out Notice to the Partnership PAPI pursuant to Section 2.02(a) 2.02 hereof or (C) has submitted a notice requesting the inclusion of Registrable Securities in an Underwritten Offering pursuant to Section 2.02(a2.02 or Section 2.03(a) hereof but is unable to do so as a result of the priority provisions contained in Section 2.02(b)) hereof.

Restrictions on Public Sale by Holders of Registrable Securities. For one year following the Closing Date, 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 30-day period following completion of an Underwritten Offering of equity securities by the Partnership (except as provided in this Section 2.06); provided, however, that the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the officers or directors or any other unitholder of the Partnership on whom a restriction is imposed. In addition, the lock-up provisions in this Section 2.06 shall not apply with respect to a Holder that (A) owns less than $15 10 million of Purchased Units, based on the purchase price per unit under the Purchase Agreement, (B) has delivered an Opt Out Notice to the Partnership pursuant to Section 2.02(a) or (C) has submitted a notice requesting the inclusion of Registrable Securities in an Underwritten Offering pursuant to Section 2.02(a) but is unable to do so as a result of the priority provisions contained in Section 2.02(b).

Restrictions on Public Sale by Holders of Registrable Securities. For one year following the Closing a period of 365 days from each File Date, each Holder of Registrable Securities who is included in the Shelf applicable Registration Statement agrees not to effect any public sale or distribution of the Registrable Securities during the 30-day period following completion of an Underwritten Offering of equity securities by the Partnership CEI (except as provided in this Section 2.06); provided, however, that the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the officers or directors or any other unitholder security holder of the Partnership CEI on whom a restriction is imposedimposed in connection with such public offering. In addition, the lock-up provisions in of this Section 2.06 shall not apply with respect to a Holder that (A) owns less than $15 million 10,000,000 of Purchased UnitsCommon Stock, based on the purchase a valuation price of $1.87 per unit under the Purchase Agreementshare of Common Stock, (B) has delivered an Opt Out Notice to the Partnership CEI pursuant to Section 2.02(a) 2.02 hereof or (C) has submitted a notice requesting the inclusion of Registrable Securities in an Underwritten Offering pursuant to Section 2.02(a2.02 or Section 2.03(a) hereof but is unable to do so as a result of the priority provisions contained in Section 2.02(b)) hereof.

Restrictions on Public Sale by Holders of Registrable Securities. For one year following a period of 365 days from the Closing Date, each Holder of Registrable Securities who is included in the Shelf Registration Statement agrees not to effect any public sale or distribution of the any Registrable Securities during the 30-day period following completion beginning the day after the pricing date of an Underwritten Offering of equity securities by the Partnership or its Affiliates (except as provided in this Section 2.06); provided, however, that the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the officers or directors or any other unitholder of the Partnership on whom a restriction is imposed. In addition, the lock-up provisions in this Section 2.06 shall not apply with respect to a Holder that (A) owns less than $15 million 1,000,000 of Purchased Units, based on the purchase price per unit under the Purchase Agreement, (B) has delivered an Opt Out Notice to the Partnership pursuant to Section 2.02(a) or (C) has submitted a notice requesting the inclusion of Registrable Securities in an Underwritten Offering pursuant to Section 2.02(a) 2.02 hereof, but is unable to do so as a result of the priority provisions contained in Section 2.02(b)) hereof.

Restrictions on Public Sale by Holders of Registrable Securities. For one year following the Closing Date, 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 30-day period following completion pricing of an Underwritten Offering of equity securities by the Partnership BreitBurn (except as provided in this Section 2.062.6); provided, however, that the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the officers or directors or any other unitholder Common Unitholder of the Partnership BreitBurn on whom a restriction is imposedimposed in connection with such public offering. In addition, the lock-up provisions in of this Section 2.06 2.6 shall not apply with respect to a Holder that (A) owns less than $15 20 million of Purchased Units, based on the purchase price per unit under the Purchase AgreementCommitment Amounts, (B) has delivered an Opt Out Notice to the Partnership BreitBurn pursuant to Section 2.02(a) 2.2 hereof or (C) has submitted a notice requesting the inclusion of Registrable Securities in an Underwritten Offering pursuant to Section 2.02(a) 2.2 hereof but is unable to do so as a result of the priority provisions contained in Section 2.02(b)2.2(b) hereof.

Restrictions on Public Sale by Holders of Registrable Securities. For one year following a period of 365 days from the Closing Date, 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 30-day period following completion of an Underwritten Offering of equity securities by the Partnership Constellation Energy (except as provided in this Section 2.06); provided, however, that the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the officers or directors or any other unitholder Unitholder of the Partnership Constellation Energy on whom a restriction is imposedimposed in connection with such public offering. In addition, the lock-up provisions in of this Section 2.06 shall not apply with respect to a Holder that (A) owns less than $15 million 5,000,000 of Purchased Common Units, based on the purchase price per unit under the Purchase Agreement, (B) has delivered an Opt Out Notice to the Partnership Constellation Energy pursuant to Section 2.02(a) 2.02 hereof or (C) has submitted a notice requesting the inclusion of Registrable Securities in an Underwritten Offering pursuant to Section 2.02(a2.02 or Section 2.03(a) hereof but is unable to do so as a result of the priority provisions contained in Section 2.02(b)) hereof.

Restrictions on Public Sale by Holders of Registrable Securities. For one year following the Closing Date, 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 30-day period following completion of an Underwritten Offering of equity securities by the Partnership (except as provided in this Section 2.06); provided, however, that the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the officers or directors or any other unitholder of the Partnership on whom a restriction is imposed. In addition, the lock-up provisions in this Section 2.06 shall not apply with respect to a Holder that (A) owns less than $15 20 million of Purchased Units, based on the purchase price per unit under the Purchase Agreement, (B) has delivered an Opt Out Notice to the Partnership pursuant to Section 2.02(a) or (C) has submitted a notice requesting the inclusion of Registrable Securities in an Underwritten Offering pursuant to Section 2.02(a) but is unable to do so as a result of the priority provisions contained in Section 2.02(b).

Restrictions on Public Sale by Holders of Registrable Securities. For a period of one year following the Closing Date, 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 30-day period following completion beginning on the date of pricing of an Underwritten Offering of equity securities by the Partnership (except as provided in this Section 2.06); provided, however, that the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the officers or directors or any other unitholder of the Partnership on whom a restriction is imposed. In addition, the lock-up provisions in this Section 2.06 shall not apply with respect to a Holder that (A) owns less than $15 20 million of Purchased Units, based on the purchase price per unit under the Purchase Agreement, (B) has delivered an Opt Opt-Out Notice to the Partnership pursuant to Section 2.02(a) or (C) has submitted a notice requesting the inclusion of Registrable Securities in an Underwritten Offering pursuant to Section 2.02(a) but is unable to do so as a result of the priority provisions contained in Section 2.02(b).

Restrictions on Public Sale by Holders of Registrable Securities. For one year following a period of 365 days from the Closing Date, 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 30-day period following completion of an Underwritten Offering of equity securities by the Partnership (except as provided in this Section 2.062.5); provided, however, that the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the officers or directors or any other unitholder Unitholder of the Partnership on whom a restriction is imposedimposed in connection with such public offering. In addition, the lock-up provisions in of this Section 2.06 2.5 shall not apply with respect to a Holder that (A) owns less than $15 million 15,000,000 of Purchased Units, based on the purchase price per unit under the Purchase AgreementCommitment Amounts, (B) has delivered an Opt Opt-Out Notice to the Partnership pursuant to Section 2.02(a) 2.2 or (C) has submitted a notice requesting the inclusion of Registrable Securities in an Underwritten Offering pursuant to Section 2.02(a2.2(a) but is unable to do so as a result of the priority provisions contained in Section 2.02(b2.2(b).

Restrictions on Public Sale by Holders of Registrable Securities. For one year following the Closing Date, 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 30-day period following completion pricing of an Underwritten Offering of equity securities by the Partnership BreitBurn (except as provided in this Section 2.062.6); provided, however, that the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the officers or directors or any other unitholder Common Unitholder of the Partnership BreitBurn on whom a restriction is imposedimposed in connection with such public offering. In addition, the lock-up provisions in of this Section 2.06 2.6 shall not apply with respect to a Holder that (A) owns less than $15 10 million of Purchased Units, based on the purchase price per unit under the Purchase AgreementCommitment Amounts, (B) has delivered an Opt Out Notice to the Partnership BreitBurn pursuant to Section 2.02(a) 2.2 hereof or (C) has submitted a notice requesting the inclusion of Registrable Securities in an Underwritten Offering pursuant to Section 2.02(a) 2.2 hereof but is unable to do so as a result of the priority provisions contained in Section 2.02(b)2.2(b) hereof.

Restrictions on Public Sale by Holders of Registrable Securities. For one year following a period of 365 days from the Closing Date, 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 30-day period following completion of an Underwritten Offering of equity securities by the Partnership Constellation Energy (except as provided in this Section 2.06); provided, however, that the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the officers or directors or any other unitholder Unitholder of the Partnership Constellation Energy on whom a restriction is imposedimposed in connection with such public offering. In addition, the lock-up provisions in of this Section 2.06 shall not apply with respect to a Holder that (A) owns less than $15 million 15,000,000 of Purchased Class F Units and Purchased Common Units, based on the purchase price per unit under the Purchase Agreement, (B) has delivered an Opt Out Notice to the Partnership Constellation Energy pursuant to Section 2.02(a) 2.02 hereof or (C) has submitted a notice requesting the inclusion of Registrable Securities in an Underwritten Offering pursuant to Section 2.02(a2.02 or Section 2.03(a) hereof but is unable to do so as a result of the priority provisions contained in Section 2.02(b)) hereof.