Common use of Short Selling Acknowledgement and Agreement Clause in Contracts

Short Selling Acknowledgement and Agreement. Each Purchaser understands and acknowledges, severally and not jointly with any other Purchaser, that the Commission currently takes the position that coverage of short sales of securities “against the box” prior to the effective date of a registration statement is a violation of Section 5 of the Securities Act. Each Purchaser agrees, severally and not jointly, that it will not engage in any Short Sales that result in the disposition of the Common Units underlying the Class D Units acquired hereunder by the Purchaser until such time as the Registration Statement (as defined in the Registration Rights Agreement) is declared effective; provided, however, 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 of units of such Purchaser other than the Participating Unit so long as such other units are not acting on behalf of the Participating Unit and have not been provided with confidential information regarding Atlas by the Participating Unit. No Purchaser makes any representation, warranty or covenant hereby that it will not engage in Short Sales in the securities of Atlas otherwise owned by such Purchaser or borrowed from a broker after the date the press release contemplated by Section 5.04 is issued by Atlas.

Short Selling Acknowledgement and Agreement. Each Purchaser understands and acknowledges, severally and not jointly with any other Purchaser, that the Commission currently takes the position that coverage of short sales Short Sales of securities “against the box” prior to the effective date of a registration statement is a violation of Section 5 of the Securities Act. Each Purchaser agrees, severally and not jointly, that it will not engage in any Short Sales that result in the disposition of the Common Purchased Units underlying or the Class D Warrant Units (as defined in the Warrant) acquired hereunder by the Purchaser until such time as the Registration Statement (as defined in the Registration Rights Agreement) is declared effectiveeffective or the Purchased Units or the Warrant Units, as applicable, may be sold pursuant to Rule 144 (it being understood that the entering into of a total return swap should not be considered a short sale of Purchased Units or the Warrant Units). No Purchaser makes any representation, warranty or covenant hereby that it will not engage in Short Sales in the securities of Atlas Pipeline Partners otherwise owned by such Purchaser or borrowed from a broker after the date the press release contemplated by Section 5.06 is issued by Atlas Pipeline Partners; provided, however, 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 of units of such Purchaser other than the Participating Unit so long as such other units are not acting on behalf of the Participating Unit and have not been provided with confidential information regarding Atlas Energy by the Participating Unit. No Purchaser makes any representation, warranty or covenant hereby that it will not engage in Short Sales in the securities of Atlas otherwise owned by such Purchaser or borrowed from a broker after the date the press release contemplated by Section 5.04 is issued by Atlas.

Short Selling Acknowledgement and Agreement. Each Purchaser understands and acknowledges, severally and not jointly with any other Purchaser, that the Commission currently takes the position that coverage of short sales of securities “against the box” prior to the effective date of a registration statement is a violation of Section 5 of the Securities Act. Each Purchaser agrees, severally and not jointly, that it will not engage in any Short Sales that result in the disposition of the Common Units underlying the Class D Purchased Units acquired hereunder by the Purchaser until such time as the Registration Statement (as defined in the Registration Rights Agreement) is declared effectiveeffective (it being understood that the entering into of a total return swap should not be considered a short sale of Common Units). No Purchaser makes any representation, warranty or covenant hereby that it will not engage in Short Sales in the securities of Atlas Pipeline Partners otherwise owned by such Purchaser or borrowed from a broker after the date the press release contemplated by Section 5.05 is issued by Atlas Pipeline Partners; provided, however, 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 of units of such Purchaser other than the Participating Unit Unit, so long as such other units are not acting on behalf of the Participating Unit and have not been provided with confidential information regarding Atlas Pipeline Partners by the Participating Unit. No Purchaser makes any representation, warranty or covenant hereby that it will not engage in Short Sales in the securities of Atlas otherwise owned by such Purchaser or borrowed from a broker after the date the press release contemplated by Section 5.04 is issued by Atlas.

Short Selling Acknowledgement and Agreement. Each Purchaser understands and acknowledges, severally and not jointly with any other Purchaser, that the Commission currently takes the position that coverage of short sales of securities “against the box” prior to the effective date of a registration statement is a violation of Section 5 of the Securities Act. Each Purchaser agrees, severally and not jointly, that it will not engage in any Short Sales that result in the disposition of the Common Units underlying the Class D Purchased Units acquired hereunder by the Purchaser until such time as the Registration Statement (as defined in the Registration Rights Agreement) is declared effectiveeffective (it being understood that the entering into of a total return swap should not be considered a short sale of Common Units). No Purchaser makes any representation, warranty or covenant hereby that it will not engage in Short Sales in the securities of Atlas Pipeline Holdings otherwise owned by such Purchaser or borrowed from a broker after the date the press release contemplated by Section 5.05 is issued by Atlas Pipeline Holdings; provided, however, 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 of units of such Purchaser other than the Participating Unit Unit, so long as such other units are not acting on behalf of the Participating Unit and have not been provided with confidential information regarding Atlas Pipeline Partners by the Participating Unit. No Purchaser makes any representation, warranty or covenant hereby that it will not engage in Short Sales in the securities of Atlas otherwise owned by such Purchaser or borrowed from a broker after the date the press release contemplated by Section 5.04 is issued by Atlas.

Short Selling Acknowledgement and Agreement. Each Purchaser understands and acknowledges, severally and not jointly with any other Purchaser, that the Commission currently takes the position that coverage of short sales of securities “against the box” prior to the effective date of a registration statement is a violation of Section 5 of the Securities Act. Each Purchaser agrees, severally and not jointly, that it will not engage in any Short Sales that result in the disposition of the Common Units underlying the Class D Purchased Units acquired hereunder by the Purchaser until such time as the Registration Statement (as defined in the Registration Rights Agreement) is declared effective; provided, however, that the above foregoing 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 the trading of units of such Purchaser other than the Participating Unit so long as such other units are not acting on behalf of the Participating Unit and have not been provided with confidential information regarding Atlas the Partnership or its Subsidiaries by the Participating Unit. No Purchaser makes any representation, warranty or covenant hereby that it will not engage in Short Sales in the securities of Atlas the Partnership otherwise owned by such Purchaser or borrowed from a broker after the date of the press release contemplated public announcement of this Agreement by Section 5.04 is issued by Atlasthe Partnership.