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 agrees, during the two year period following the Closing Date, to enter into a customary letter agreement with underwriters providing such Holder will not effect any public sale or distribution of Registrable Securities during the 30 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of any Underwritten Offering, provided, that (a) 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 Affiliate of the Partnership on whom a restriction is imposed and (b) the restrictions set forth in this Section 2.7 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 2,000,000 units of the then-outstanding Registrable Securities agreesSecurities, during the two year period following the Closing Datesubject to adjustment pursuant to Section 3.04, agrees not 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 30 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of any an Underwritten Offering, provided, provided that (ai) 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 Affiliate unitholder of the Partnership on whom a restriction is imposed and (bii) the restrictions set forth in this Section 2.7 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 agrees, during if requested by the two year period following the Closing Dateunderwriters of an Underwritten Offering, to enter into a customary letter agreement with such underwriters providing such Holder will not effect any public sale or distribution of Registrable Securities during the 30 60 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of any Underwritten Offering, provided, that provided that: (a) 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 HEP or the officers, directors or any other Affiliate of the Partnership HEP on whom a restriction is imposed and (b) the restrictions set forth in this Section 2.7 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 agrees, during if requested by the two year period following the Closing Dateunderwriters of an Underwritten Offering, to enter into a customary letter agreement with such underwriters providing such Holder will not effect any public sale or distribution of Registrable Securities during the 30 60 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of any Underwritten Offering, provided, provided that (ai) 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 Affiliate of the Partnership on whom a restriction is imposed and (bii) the restrictions set forth in this Section 2.7 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 who, along with its Affiliates, holds at least 2 million of the then-outstanding Registrable Securities agreesSecurities, during the two year period following the Closing Datesubject to adjustment pursuant to Section 3.04, agrees not 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 30 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of any an Underwritten Offering, provided, provided that (ai) 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 Affiliate unitholder of the Partnership on whom a restriction is imposed and (bii) the restrictions set forth in this Section 2.7 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 agrees, during if requested by the two year period following the Closing Dateunderwriters of an Underwritten Offering, to enter into a customary letter agreement with such underwriters providing such Holder will not effect any public sale or distribution of Registrable Securities during the 30 [●] calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of any Underwritten Offering, provided, provided that (ai) 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 Affiliate of the Partnership Company on whom a restriction is imposed and (bii) the restrictions set forth in this Section 2.7 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 of Registrable Securities agrees, during the two year period following the Closing Date, agrees to enter into a customary letter agreement with underwriters for any Underwritten Offering by the Partnership providing that such Holder will not effect any public sale or distribution of Registrable Securities during the 30 60 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of any such Underwritten Offering, ; provided, that however, that, notwithstanding the foregoing, (a) 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 Affiliate of the Partnership, or any other security holders of the Partnership on whom a restriction is imposed imposed, and (b) the restrictions set forth in this Section 2.7 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 agrees, during if requested by the two year period following the Closing Dateunderwriters of an Underwritten Offering, to enter into a customary letter agreement with such underwriters providing such Holder will not effect any public sale or distribution of Registrable Securities during the 30 60 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of any Underwritten Offering, provided, that provided that: (a) 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 HEP or the officers, directors or any other Affiliate of the Partnership HEP on whom a restriction is imposed and (b) the restrictions set forth in this Section 2.7 ‎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 who, along with its Affiliates, holds at least five percent of Registrable Securities agrees, during the two year period following the Closing Date, then-outstanding Common Units 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 30 90 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of any an Underwritten Offering, provided, provided that (ai) 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 Affiliate unitholder of the Partnership on whom a restriction is imposed imposed; and (bii) the restrictions set forth in this Section 2.7 2.12 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. Each Holder of Registrable Securities agrees, during if requested by the two year period following the Closing Dateunderwriters of an Underwritten Offering, to enter into a customary letter agreement with such underwriters providing such Holder will not effect any public sale or distribution of Registrable Securities during the 30 60 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of any Underwritten Offering, provided, provided that (ai) 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 Affiliate of the Partnership on whom a restriction is imposed and (bii) the restrictions set forth in this Section 2.7 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder.