Common use of Rightholder Option; Exercise Clause in Contracts

Rightholder Option; Exercise. (i) Following the delivery of the Offering Notice, Crestwood shall have the right to offer, at the times set forth in this Section 2.03(b), to purchase all, but not less than all, of the Subject Units at a purchase price determined by Crestwood. The right of Crestwood to offer to purchase all of the Subject Units under this Section 2.03(b) shall be exercisable by delivering written notice of the exercise thereof (each such offer, a “ROFO Offer” and, each such notice, a “ROFO Offer Notice”) to the ROFO Seller, (A) if the proposed sale is to be effected pursuant to an Underwritten Offering that will be marketed to investors (for the avoidance of doubt, not including a Block Trade, overnight or bought Underwritten Offering or any similar transaction), no less than two days prior to the Proposed Pricing Date and (B) if the proposed sale is to be effected in any other manner, no later than 4:15 p.m. Eastern Time on the day of the Proposed Pricing Date. Each ROFO Offer Notice shall be, subject to the following sentence, an irrevocable offer to purchase all of the Subject Units pursuant to this Section 2.03(b), and shall state the purchase price Crestwood is offering for the Subject Units (the “Offer Price”) and the expiration date and time of the ROFO Offer (which shall be no earlier than 11:59 p.m. Eastern Time on the Proposed Pricing Date). The failure of Crestwood to deliver a ROFO Offer Notice that conforms to the requirements set forth in this Section 2.03(b) on or before the deadlines set forth in this Section 2.03(b) shall be deemed to be a waiver of Crestwood’s right to make a ROFO Offer under this Section 2.03. A ROFO Offer shall be irrevocable until 11:59 p.m. Eastern Time on the Proposed Pricing Date, unless earlier accepted by the ROFO Seller.

Rightholder Option; Exercise. (i) Following the delivery of the Offering Notice, Crestwood shall have the right to offer, at the times set forth in this Section 2.03(b)2.02, to purchase all, but not less than all, of the Subject Units at a purchase price determined by Crestwood. The right of Crestwood to offer to purchase all of the Subject Units under this Section 2.03(b) 2.02 shall be exercisable by delivering written notice of the exercise thereof (each such offer, a “ROFO Offer” and, each such notice, a “ROFO Offer Notice”) to the ROFO Seller, (Aa) if the proposed sale is to be effected pursuant to an Underwritten Offering that will be marketed to investors (for the avoidance of doubt, not including a Block Trade, overnight or bought Underwritten Offering or any similar transaction), no less than two days prior to the Proposed Pricing Date and (Bb) if the proposed sale is to be effected in any other manner, no later than 4:15 p.m. Eastern Time on the day of the Proposed Pricing Date. Each ROFO Offer Notice shall be, subject to the following sentence, an irrevocable offer to purchase all of the Subject Units pursuant to this Section 2.03(b)2.02, and shall state the purchase price Crestwood is offering for the Subject Units (the “Offer Price”) and the expiration date and time of the ROFO Offer (which shall be no earlier than 11:59 p.m. Eastern Time on the Proposed Pricing Date). The failure of Crestwood to deliver a ROFO Offer Notice that conforms to the requirements set forth in this Section 2.03(b) 2.02 on or before the deadlines set forth in this Section 2.03(b) 2.02 shall be deemed to be a waiver of Crestwood’s right to make a ROFO Offer under this Section 2.032.02. A ROFO Offer shall be irrevocable until 11:59 p.m. Eastern Time on the Proposed Pricing Date, unless earlier accepted by the ROFO Seller. 1 24 months from the date of this Agreement.

Rightholder Option; Exercise. For a period of seven (i7) Following Business Days following the delivery Company and each ROFO Rightholder’s receipt of the Offering NoticeNotice (the “Offer Period”), Crestwood the ROFO Rightholders shall have the right to offer, at the times set forth in this Section 2.03(b), offer to purchase all, but not less than all, of the Subject Units Securities at a purchase price determined equal to the highest price for the Subject Securities proposed by Crestwood. any of the ROFO Rightholders electing to submit an offer price for the Subject Securities); provided, that if more than one ROFO Rightholder submits an offer pursuant to this Section 3.3, then pro rata according to the number of Shares (on an as-converted basis) owned by each ROFO Rightholder. (i) The right of Crestwood the ROFO Rightholders to offer to purchase all of the Subject Units Securities under this Section 2.03(b3.3(b) shall be exercisable by delivering written notice of the exercise thereof (each such offerthereof, a “ROFO Offer” andprior to the expiration of the Offer Period, each such notice, a “ROFO Offer Notice”) to the ROFO Seller, (A) if the proposed sale is to be effected pursuant to an Underwritten Offering that will be marketed to investors (for the avoidance of doubt, not including Seller with a Block Trade, overnight or bought Underwritten Offering or any similar transaction), no less than two days prior copy to the Proposed Pricing Date and (B) if the proposed sale is to be effected in any other manner, no later than 4:15 p.m. Eastern Time on the day of the Proposed Pricing DateCompany. Each such notice shall state that the ROFO Offer Notice shall be, subject to the following sentence, an irrevocable offer Rightholder is willing to purchase all of the Subject Units Securities pursuant to this Section 2.03(b3.3(b), and shall state the purchase price Crestwood is offering they offer for the Subject Units Securities and, in the event that there is more than one ROFO Rightholder exercising its right under this Section 3.3(b), confirmation that they will pay a purchase price equal to the highest price for all of the Subject Securities proposed by any of the ROFO Rightholders electing to submit an offer price for the Subject Securities (the “Offer Price”) and the expiration date and time of the ROFO Offer (which shall be no earlier than 11:59 p.m. Eastern Time on the Proposed Pricing Date). The failure of Crestwood any ROFO Rightholder to deliver a ROFO respond within the Offer Notice that conforms Period to the requirements set forth in this Section 2.03(b) on or before the deadlines set forth in this Section 2.03(b) ROFO Seller shall be deemed to be a waiver of Crestwoodsuch ROFO Rightholder’s right to make a ROFO Offer rights under this Section 2.033.3(b). A The ROFO Rightholders may waive their respective rights under this Section 3.3 prior to the expiration of the Offer Period by giving written notice to the ROFO Seller, with a copy to the Company. The ROFO Rightholders’ offer to purchase all of the Subject Securities at the Offer Price pursuant to the terms of this Section 3.3 shall be irrevocable until 11:59 p.m. Eastern Time on once accepted and, in any event, for the Proposed Pricing Date, unless earlier accepted by duration of the ROFO SellerAcceptance Period (as defined below).

Rightholder Option; Exercise. (i) Following For a period of 15 Business Days after the delivery of date upon which the Company shall have received the Offering NoticeNotice (the "First ROFR Option Period"), Crestwood the Company shall have the right to offerelect to purchase the Offered Securities either (A) at the same price and on the same terms and conditions as the Offer or (B) if the Offer includes any consideration other than cash, then at the sole option of the Company, at the times equivalent cash price, determined in good faith by the board of directors of the Company. If the Company does not subscribe for all of the Offered Securities pursuant to this Section 3.1(b) or if it fails to exercise such right during the First ROFR Option Period, then Cypress shall have the right to purchase the Offered Securities on the terms and conditions set forth in above for a period commencing on the date of the expiration of the First ROFR Option Period and ending 15 Business Days thereafter (the "Second ROFR Option Period" and, together with the First ROFR Option Period, the "ROFR Option Periods"). If Cypress does not subscribe for all of the Offered Securities pursuant to this Section 2.03(b3.1(b), then the Selling Management Stockholder may, Transfer all of the Offered Securities to the Offeror in accordance with Section 3.1(d). (ii) The right of the Company or Cypress, as the case may be, to purchase all, but not less than all, of the Subject Units at a purchase price determined by Crestwood. The right of Crestwood to offer to purchase all of the Subject Units Offered Securities under this Section 2.03(b3.1(b)(i) shall be exercisable by delivering written notice of the exercise thereof (each such offerthereof, a “ROFO Offer” and, each such notice, a “ROFO Offer Notice”) to the ROFO Seller, (A) if the proposed sale is to be effected pursuant to an Underwritten Offering that will be marketed to investors (for the avoidance of doubt, not including a Block Trade, overnight or bought Underwritten Offering or any similar transaction), no less than two days prior to the Proposed Pricing Date and (B) if the proposed sale is to be effected in any other manner, no later than 4:15 p.m. Eastern Time on the day expiration of the Proposed Pricing Date. Each ROFO Offer Notice shall beapplicable ROFR Option Period, subject to the following sentence, an irrevocable offer to purchase all of the Subject Units pursuant to this Section 2.03(b), and shall state the purchase price Crestwood is offering for the Subject Units (the “Offer Price”) and the expiration date and time of the ROFO Offer (which shall be no earlier than 11:59 p.m. Eastern Time on the Proposed Pricing Date)Selling Management Stockholder. The failure of Crestwood the Company or Cypress to deliver a ROFO Offer Notice that conforms respond within the applicable ROFR Option Period to the requirements set forth in this Section 2.03(b) on or before the deadlines set forth in this Section 2.03(b) Selling Management Stockholder shall be deemed to be a waiver of Crestwood’s right to make a ROFO Offer the Company's or Cypress's rights under Section 3.1(b)(i); provided that the Company and Cypress may each waive its rights under this Section 2.03. A ROFO Offer shall be irrevocable until 11:59 p.m. Eastern Time on 3.1(b)(ii) prior to the Proposed Pricing Date, unless earlier accepted expiration of the applicable ROFR Option Period by giving written notice to the ROFO SellerSelling Management Stockholder.