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 so long as any Common Units are Registrable Securities, each Holder agrees that it will not sell any Common Units or other equity securities of Crestwood for a period of up to 60 days following the pricing date of an Underwritten Offering of equity securities by Crestwood in which such Holder exercises its Piggyback Rights; provided, however, that the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction imposed by the underwriters on the officers, directors or any Affiliate of Crestwood. In addition, the provisions of this Section 3.07 shall not apply with respect to a Holder that (a) owns less than $10 million of Registrable Securities based on the Common Unit Price, or (b) has delivered a Piggyback Opt-Out Notice to Crestwood pursuant to Section 3.03(a). Subject to such Holder’s compliance with its obligations under the U.S. federal securities laws and its internal policies: (i) Holder, for purposes hereof, shall not be deemed to include any employees, subsidiaries or Affiliates that are effectively walled off by appropriate “Chinese Wall” information barriers approved by Holder’s legal or compliance department (and thus have not been privy to any information concerning such transaction) (a “Walled Off Person”) and (ii) the foregoing covenants in this paragraph shall not apply to any transaction by or on behalf of Holder that was effected by a Walled Off Person in the ordinary course of trading without the advice or participation of Holder or receipt of confidential or other information regarding such transaction provided by Holder to such entity.

Restrictions on Public Sale by Holders of Registrable Securities. For so long (a) Each Shareholder agrees, in connection with the Initial Public Offering, and each holder of Registrable Securities and each Carry Vehicle agrees, in connection with any underwritten offering made pursuant to a Registration Statement filed pursuant to Section 3 or Section 4 hereof (whether or not such holder elected to include Registrable Securities in such Registration Statement), if requested (pursuant to a written notice) by the managing underwriter or underwriters in an underwritten offering, not to effect any public sale or distribution of any of the Corporation’s securities (except as part of such underwritten offering), including a sale pursuant to Rule 144 or any Common Units are Registrable Securities, each Holder agrees that it will not sell any Common Units swap or other equity securities economic arrangement that transfers to another any of Crestwood for a the economic consequences of owning the Common Stock, or to give any Demand Notice during the period of up to 60 days following commencing on the pricing date of an Underwritten Offering the request (which shall be no earlier than 14 days prior to the expected “pricing” of equity securities by Crestwood in such offering) and continuing for not more than 180 days (with respect to the Initial Public Offering) or 90 days after the date of the Prospectus (or Prospectus supplement if the offering is made pursuant to a “shelf” registration), pursuant to which such Holder exercises its Piggyback Rights; providedpublic offering shall be made, howeverplus an extension period, that the duration of the foregoing restrictions which shall be no longer than the duration of the shortest restriction imposed 17 days, as may be proposed by the managing underwriter to address NASD regulations regarding the publishing of research, or such lesser period as is required by the managing underwriter. The Coordination Committee shall be responsible for negotiating all “lock-up” agreements with the underwriters on and, in addition to the officers, directors or any Affiliate of Crestwood. In addition, the foregoing provisions of this Section 3.07 shall not apply with respect to a Holder that (a) owns less than $10 million 5, the Shareholders and holders of Registrable Securities based agree to execute the form so negotiated; provided that each Shareholder (in connection with the Initial Public Offering) and each holder of Registrable Securities shall execute a substantially identical form of agreement and provided, further, that no material waiver or early termination shall be granted under such agreements to one Shareholder unless such waiver or early termination is offered to all Shareholders on the Common Unit Price, or (b) has delivered a Piggyback Opt-Out Notice to Crestwood pursuant to Section 3.03(a). Subject to such Holder’s compliance with its obligations under the U.S. federal securities laws and its internal policies: (i) Holder, for purposes hereof, shall not be deemed to include any employees, subsidiaries or Affiliates that are effectively walled off by appropriate “Chinese Wall” information barriers approved by Holder’s legal or compliance department (and thus have not been privy to any information concerning such transaction) (a “Walled Off Person”) and (ii) the foregoing covenants in this paragraph shall not apply to any transaction by or on behalf of Holder that was effected by a Walled Off Person in the ordinary course of trading without the advice or participation of Holder or receipt of confidential or other information regarding such transaction provided by Holder to such entitysame terms.

Restrictions on Public Sale by Holders of Registrable Securities. For so long as any Common Units are Each Holder of Registrable Securities, each Securities agrees to enter into a customary letter agreement with underwriters providing such Holder agrees that it will not sell effect any Common Units public sale or other equity securities distribution of Crestwood for Registrable Securities during the 60 calendar day period beginning on the date of a period of up prospectus or prospectus supplement filed with the Commission with respect to 60 days following the pricing date of an any Underwritten Offering of equity securities by Crestwood in which such Holder exercises its Piggyback Rights; providedOffering, however, provided that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction imposed by the underwriters on the Partnership or the officers, directors or any other Affiliate of Crestwood. In addition, the provisions of this Section 3.07 shall not apply with respect to Partnership or the General Partner on whom a Holder that (a) owns less than $10 million of Registrable Securities based on the Common Unit Price, or (b) has delivered a Piggyback Opt-Out Notice to Crestwood pursuant to Section 3.03(a). Subject to such Holder’s compliance with its obligations under the U.S. federal securities laws and its internal policies: (i) Holder, for purposes hereof, shall not be deemed to include any employees, subsidiaries or Affiliates that are effectively walled off by appropriate “Chinese Wall” information barriers approved by Holder’s legal or compliance department (and thus have not been privy to any information concerning such transaction) (a “Walled Off Person”) restriction is imposed and (ii) the foregoing covenants restrictions set forth in this paragraph Section 2.07 shall not apply to any transaction Registrable Securities that are included in such Underwritten Offering by or on behalf of such Holder. In addition, this Section 2.07 shall not apply to any Holder that was effected is not entitled to participate in such Underwritten Offering, whether because such Holder delivered an Opt-Out Notice prior to receiving notice of the Underwritten Offering or because such Holder (together with its Affiliates) holds less than the Piggyback Threshold Amount of the then-outstanding Registrable Securities (calculated based on the product of the Common Unit Price times the number of Registrable Securities) or because the Registrable Securities held by a Walled Off Person such Holder may be disposed of without restriction pursuant to any section of Rule 144 (or any successor or similar provision adopted by the Commission then in effect) under the ordinary course of trading without the advice or participation of Holder or receipt of confidential or other information regarding such transaction provided by Holder to such entitySecurities Act.

Restrictions on Public Sale by Holders of Registrable Securities. For so long as any Common Units are Registrable Securities, each Holder agrees that it will not sell any Common Units or other equity securities of Crestwood for a period of up to 60 days following the pricing date of an Underwritten Offering of equity securities by Crestwood in which such Holder exercises its Piggyback RightsCrestwood; provided, however, that the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction imposed by the underwriters on the officers, directors or any Affiliate of Crestwood. In addition, the provisions of this Section 3.07 2.07 shall not apply with respect to a Holder that (a) owns less than $10 million of Registrable Securities based on the Common Unit Price, or (b) has delivered a Piggyback Opt-Out Notice to Crestwood pursuant to Section 3.03(a2.02(a). Subject to such Holder’s compliance with its obligations under the U.S. federal securities laws and its internal policies: (i) Holder, for purposes hereof, shall not be deemed to include any employees, subsidiaries or Affiliates that are effectively walled off by appropriate “Chinese Wall” information barriers approved by Holder’s legal or compliance department (and thus have not been privy to any information concerning such transaction) (a “Walled Off Person”) and (ii) the foregoing covenants in this paragraph shall not apply to any transaction by or on behalf of Holder that was effected by a Walled Off Person in the ordinary course of trading without the advice or participation of Holder or receipt of confidential or other information regarding such transaction provided by Holder to such entity.

Restrictions on Public Sale by Holders of Registrable Securities. For so long as any Common CEQP Units are Registrable Securities, each Holder agrees that it will not sell any Common CEQP Units or other equity securities of Crestwood for a period of up to 60 days following the pricing date of an Underwritten Offering of equity securities by Crestwood in which such Holder exercises its Piggyback RightsCrestwood; provided, however, that the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction imposed by the underwriters on the officers, directors or any Affiliate of Crestwood. In addition, the provisions of this Section 3.07 2.07 shall not apply with respect to a Holder that (a) owns less than $10 10.0 million of Registrable Securities based on the Common Unit Redemption Price, or (b) has delivered a Piggyback Opt-Out Notice to Crestwood pursuant to Section 3.03(a2.02(a). Subject to such Holder’s compliance with its obligations under the U.S. federal securities laws and its internal policies: (i) Holder, for purposes hereof, shall not be deemed to include any employees, subsidiaries or Affiliates that are effectively walled off by appropriate “Chinese Wall” information barriers approved by Holder’s legal or compliance department (and thus have not been privy to any information concerning such this transaction) (a “Walled Off Person”) and (ii) the foregoing covenants in this paragraph shall not apply to any transaction by or on behalf of Holder that was effected by a Walled Off Person in the ordinary course of trading without the advice or participation of Holder or receipt of confidential or other information regarding such this transaction provided by Holder to such entity.

Restrictions on Public Sale by Holders of Registrable Securities. For so long as any Common CMLP Units are Registrable Securities, each Holder agrees that it will not sell any Common CMLP Units or other equity securities of Crestwood for a period of up to 60 days following the pricing date of an Underwritten Offering of equity securities by Crestwood in which such Holder exercises its Piggyback RightsCrestwood; provided, however, that the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction imposed by the underwriters on the officers, directors or any Affiliate of Crestwood. In addition, the provisions of this Section 3.07 2.6 shall not apply with respect to a Holder that (ai) owns less than $10 10.0 million of Registrable Securities based on the Common Unit Redemption Price, or (bii) has delivered a Piggyback Opt-Out Notice to Crestwood pursuant to Section 3.03(a)2.2. Subject to such Holder’s compliance with its obligations under the U.S. federal securities laws and its internal policies: (ia) Holder, for purposes hereof, shall not be deemed to include any employees, subsidiaries or Affiliates that are effectively walled off by appropriate “Chinese Wall” information barriers approved by Holder’s legal or compliance department (and thus have not been privy to any information concerning such this transaction) (a “Walled Off Person”) and (iib) the foregoing covenants in this paragraph shall not apply to any transaction by or on behalf of Holder that was effected by a Walled Off Person in the ordinary course of trading without the advice or participation of Holder or receipt of confidential or other information regarding such this transaction provided by Holder to such entity.

Restrictions on Public Sale by Holders of Registrable Securities. For so long as any Common the Purchased Units are Registrable Securities, each Holder agrees that it will not sell any Common Units or other equity securities of Crestwood the Partnership for a period of up to 60 days following the pricing date of an Underwritten Offering of equity securities by Crestwood in which such Holder exercises its Piggyback Rightsthe Partnership; provided, however, that the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction imposed by the underwriters on the officers, directors or any Affiliate of Crestwoodthe Partnership. In addition, the provisions of this Section 3.07 2.5 shall not apply with respect to a Holder that (ai) owns less than $10 20.0 million of Registrable Securities based on the Common Purchased Unit Price, or (bii) has delivered a Piggyback Opt-Out Notice or a Resale Opt-Out Notice to Crestwood the Partnership pursuant to Section 3.03(a)2.2 hereof. Subject to such Holder’s compliance with its obligations under the U.S. federal securities laws and its internal policies: (ia) Holder, for purposes hereof, shall not be deemed to include any employees, subsidiaries or Affiliates that are effectively walled off by appropriate “Chinese Wall” information barriers approved by Holder’s legal or compliance department (and thus have not been privy to any information concerning such this transaction) (a “Walled Off Person”) and (iib) the foregoing covenants in this paragraph shall not apply to any transaction by or on behalf of Holder that was effected by a Walled Off Person in the ordinary course of trading without the advice or participation of Holder or receipt of confidential or other information regarding such this transaction provided by Holder to such entity.

Restrictions on Public Sale by Holders of Registrable Securities. For so long as any Common the Purchased Units are Registrable Securities, each Holder agrees that it will not sell any Class C Units, Common Units or other equity securities of Crestwood the Partnership for a period of up to 60 days following the pricing date of an Underwritten Offering of equity securities by Crestwood in which such Holder exercises its Piggyback Rightsthe Partnership; provided, however, that the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction imposed by the underwriters on the officers, directors or any Affiliate of Crestwoodthe Partnership. In addition, the provisions of this Section 3.07 2.6 shall not apply with respect to a Holder that (ai) owns less than $10 10.0 million of Registrable Securities based on the Common Class C Unit Price, or (bii) has delivered a Piggyback Opt-Out Notice or a Resale Opt-Out Notice to Crestwood the Partnership pursuant to Section 3.03(a)2.2 hereof. Subject to such Holder’s compliance with its obligations under the U.S. federal securities laws and its internal policies: (ia) Holder, for purposes hereof, shall not be deemed to include any employees, subsidiaries or Affiliates that are effectively walled off by appropriate “Chinese Wall” information barriers approved by Holder’s legal or compliance department (and thus have not been privy to any information concerning such this transaction) (a “Walled Off Person”) and (iib) the foregoing covenants in this paragraph shall not apply to any transaction by or on behalf of Holder that was effected by a Walled Off Person in the ordinary course of trading without the advice or participation of Holder or receipt of confidential or other information regarding such this transaction provided by Holder to such entity.