Common use of Subsequent Public Offerings Clause in Contracts

Subsequent Public Offerings. If any of the Registrable Securities registered pursuant to a Demand Registration other than in connection with an initial Public Offering are to be sold in a firm commitment underwritten offering, and the managing underwriter or underwriters advise the holders of such securities in writing that in its view the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success of such offering (including, without limitation, securities proposed to be included by other holders of securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights), then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities that in the opinion of such managing underwriter can be sold without adversely affecting such offering, and such number of Registrable Securities shall be allocated as follows (unless the underwriters require a different allocation): (A) first, among the holders of Registrable Securities on the basis of the percentage of the Registrable Securities owned directly or indirectly by each such Investor or other Person pro rata relative to the number of Registrable Securities owned directly or indirectly by all such Persons; and (B) second, the securities for which inclusion in such Demand Registration, as the case may be, was requested by the Company. For purposes of any underwriter cutback, all Registrable Securities held by any Investor (other than a Family Investor) shall also include any Registrable Securities held by the partners, retired partners, shareholders or affiliates of such holder, or the estates and family members of any such holder or such partners and retired partners, any trusts for the benefit of any of the foregoing persons and, at the election of such holder or such partners, retired partners, trusts or affiliates, any charitable organization, in each case to which any of the foregoing shall have distributed, transferred or contributed Common Stock prior to the execution of the underwriting agreement in connection with such underwritten offering; provided that such distribution, transfer or contribution occurred not more than 90 days prior to such execution, and such holder and other persons shall be deemed to be a single selling holder, and any pro rata reduction with respect to such selling holder shall be based upon the aggregate amount of Common Stock owned by all entities and individuals included in such selling holder, as defined in this sentence. No securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. For purposes of any underwriter cutback, all Registrable Securities held by any Family Investor shall also include any Registrable Securities held by the estates and family members of any such Family Investor, any trusts for the benefit of any of the foregoing persons and, at the election of such Family Investor, any charitable organization, in each case to which any of the foregoing shall have distributed, transferred or contributed Common Stock prior to the execution of the underwriting agreement in connection with such underwritten offering provided that such distribution, transfer or contribution occurred not more than 90 days prior to such execution, and such holder and other persons shall be deemed to be a single selling holder, and any pro rata reduction with respect to such selling holder shall be based upon the aggregate amount of Common Stock owned by all entities and individuals included in such selling holder, as defined in this sentence. No securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration.

Subsequent Public Offerings. If any Without the written consent of the Registrable Securities registered pursuant to a Demand Registration other than in connection with an initial Public Offering are to be sold in a firm commitment underwritten offering, and the managing underwriter or underwriters advise the holders of such a majority of the Purchased Common Units, from the date of this Agreement until the Lock-Up Date, the Company shall not, and shall cause its directors, officers and Affiliates not to, grant, issue or sell any Common Units or other equity or voting securities in writing of the Company, any securities convertible into or exchangeable therefor or take any other action that in its view the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success of such offering (including, without limitation, securities proposed to be included by other holders of securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights), then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities that may result in the opinion of such managing underwriter can be sold without adversely affecting such offering, and such number of Registrable Securities shall be allocated as follows (unless the underwriters require a different allocation): (A) first, among the holders of Registrable Securities on the basis of the percentage of the Registrable Securities owned directly or indirectly by each such Investor or other Person pro rata relative to the number of Registrable Securities owned directly or indirectly by all such Persons; and (B) second, the securities for which inclusion in such Demand Registration, as the case may be, was requested by the Company. For purposes of any underwriter cutback, all Registrable Securities held by any Investor (other than a Family Investor) shall also include any Registrable Securities held by the partners, retired partners, shareholders or affiliates of such holder, or the estates and family members of any such holder or such partners and retired partners, any trusts for the benefit issuance of any of the foregoing persons andforegoing, at other than (i) the election of such holder or such partners, retired partners, trusts or affiliates, any charitable organization, in each case to which any issuance of the foregoing shall have distributedPurchased Common Units, transferred (ii) the issuance of Common Units or contributed options to purchase Common Stock prior Units or phantom Common Units granted pursuant to the execution Company’s existing long-term incentive plan, (iii) the issuance or sale of Common Units issued or sold in a registered public offering to finance future acquisitions that are accretive to cash flow per Common Unit (or the underwriting agreement repayment of indebtedness incurred in connection with such underwritten offering; provided that such distribution, transfer or contribution occurred not more accretive acquisitions) at a price no less than 90 days prior to such execution, and such holder and other persons shall be deemed to be a single selling holder, and any pro rata reduction with respect to such selling holder shall be based upon the aggregate amount of Common Stock owned by all entities and individuals included in such selling holder, as defined in this sentence. No securities excluded from the underwriting by reason 110% of the underwriter’s marketing limitation shall be included Common Unit Price or in such registration. For purposes a private offering to finance future acquisitions that are accretive to cash flow per Common Unit (or the repayment of any underwriter cutback, all Registrable Securities held by any Family Investor shall also include any Registrable Securities held by the estates and family members of any such Family Investor, any trusts for the benefit of any of the foregoing persons and, at the election of such Family Investor, any charitable organization, in each case to which any of the foregoing shall have distributed, transferred or contributed Common Stock prior to the execution of the underwriting agreement indebtedness incurred in connection with such underwritten offering provided accretive acquisitions) and (iv) the issuance of Common Units as purchase price consideration in connection with future acquisitions that such distributionare accretive to cash flow per Common Unit. Notwithstanding the foregoing, transfer or contribution occurred not more than 90 days prior to such executionthe Company shall not, and such holder shall cause its directors, officers and other persons shall be deemed Affiliates not to, sell, offer for sale or solicit offers to be a single selling holder, and buy any pro rata reduction with respect to such selling holder shall be based upon the aggregate amount of Common Stock owned by all entities and individuals included in such selling holder, security (as defined in this sentence. No securities excluded from the underwriting by reason Securities Act) that would be integrated with the sale of the underwriter’s marketing limitation shall be included Purchased Common Units in such registrationa manner that would require the registration under the Securities Act of the sale of the Purchased Common Units to the Purchasers.

Subsequent Public Offerings. If any Without the written consent of the Registrable Securities registered pursuant to a Demand Registration other than in connection with an initial Public Offering are to be sold in a firm commitment underwritten offering, and the managing underwriter or underwriters advise the holders of such a majority of the Purchased Units, taken as a whole, from the date of this Agreement until the Lock-Up Date, BreitBurn shall not grant, issue or sell any Common Units, or other equity or voting securities in writing that in its view the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success of such offering BreitBurn (including, without limitation, securities proposed to be included by other holders of securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights“Partnership Securities”), then there shall be included in such firm commitment underwritten offering the number any securities convertible into or dollar amount of Registrable Securities exchangeable therefor or take any other action that may result in the opinion of such managing underwriter can be sold without adversely affecting such offering, and such number of Registrable Securities shall be allocated as follows (unless the underwriters require a different allocation): (A) first, among the holders of Registrable Securities on the basis of the percentage of the Registrable Securities owned directly or indirectly by each such Investor or other Person pro rata relative to the number of Registrable Securities owned directly or indirectly by all such Persons; and (B) second, the securities for which inclusion in such Demand Registration, as the case may be, was requested by the Company. For purposes of any underwriter cutback, all Registrable Securities held by any Investor (other than a Family Investor) shall also include any Registrable Securities held by the partners, retired partners, shareholders or affiliates of such holder, or the estates and family members of any such holder or such partners and retired partners, any trusts for the benefit issuance of any of the foregoing persons andforegoing, at other than (i) the election issuance of the Purchased Units, (ii) the issuance of Awards (as defined in BreitBurn’s 2006 Long-Term Incentive Plan), the issuance of Common Units upon the exercise of options to purchase Common Units granted pursuant to the BreitBurn 2006 Long-Term Incentive Plan and the issuance of equity-based securities pursuant to a management or employee benefit plan or in connection with the restructuring of such holder a plan, (iii) the issuance or such partners, retired partners, trusts sale of Partnership Securities issued or affiliates, any charitable organization, sold in each case a registered public offering to which any finance future acquisitions that are accretive to distributable cash flow per Common Unit (or the repayment of the foregoing shall have distributed, transferred or contributed Common Stock prior to the execution of the underwriting agreement indebtedness incurred in connection with such underwritten offering; accretive acquisitions), (iv) the issuance or sale of Partnership Securities issued, including without limitation to Provident Energy Trust and its affiliates, as payment of any part of the purchase price for businesses that are acquired by the Partnership from Provident Energy Trust and its affiliates or any third party, and (v) the issuance or sale of Partnership Securities issued or sold through a private placement provided that (Y) subject to those rights granted under the Calumet Unit Purchase Agreement, the Purchasers individually are granted the right to participate in such distributionprivate placement and to purchase a percentage of the Partnership Securities sold in such private placement pro rata based upon their purchase of the Purchased Units sold hereby and (Z) each party participating in such private placement shall agree that it will not sell any of its Partnership Securities for a period of 90-days following the closing of such private placement. Notwithstanding the foregoing, transfer or contribution occurred not more than 90 days prior to such executionBreitBurn shall not, and such holder shall cause its directors, officers and other persons shall be deemed Affiliates not to, sell, offer for sale or solicit offers to be a single selling holder, and buy any pro rata reduction with respect to such selling holder shall be based upon the aggregate amount of Common Stock owned by all entities and individuals included in such selling holder, security (as defined in this sentence. No securities excluded from the underwriting by reason Securities Act) that would be integrated with the sale of the underwriter’s marketing limitation shall be included Purchased Units in such registration. For purposes of any underwriter cutback, all Registrable a manner that would require the registration under the Securities held by any Family Investor shall also include any Registrable Securities held by the estates and family members of any such Family Investor, any trusts for the benefit of any Act of the foregoing persons and, at the election of such Family Investor, any charitable organization, in each case to which any sale of the foregoing shall have distributed, transferred or contributed Common Stock prior Purchased Units to the execution of the underwriting agreement in connection with such underwritten offering provided that such distribution, transfer or contribution occurred not more than 90 days prior to such execution, and such holder and other persons shall be deemed to be a single selling holder, and any pro rata reduction with respect to such selling holder shall be based upon the aggregate amount of Common Stock owned by all entities and individuals included in such selling holder, as defined in this sentence. No securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registrationPurchasers.

Subsequent Public Offerings. If any Without the written consent of the Registrable Securities registered pursuant to a Demand Registration other than in connection with an initial Public Offering are to be sold in a firm commitment underwritten offering, and the managing underwriter or underwriters advise the holders of such a majority of the Purchased Units, taken as a whole, from the date of this Agreement until the Lock-Up Date, BreitBurn shall not grant, issue or sell any Common Units, or other equity or voting securities in writing that in its view the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success of such offering BreitBurn (including, without limitation, securities proposed to be included by other holders of securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights“Partnership Securities”), then there shall be included in such firm commitment underwritten offering the number any securities convertible into or dollar amount of Registrable Securities exchangeable therefor or take any other action that may result in the opinion of such managing underwriter can be sold without adversely affecting such offering, and such number of Registrable Securities shall be allocated as follows (unless the underwriters require a different allocation): (A) first, among the holders of Registrable Securities on the basis of the percentage of the Registrable Securities owned directly or indirectly by each such Investor or other Person pro rata relative to the number of Registrable Securities owned directly or indirectly by all such Persons; and (B) second, the securities for which inclusion in such Demand Registration, as the case may be, was requested by the Company. For purposes of any underwriter cutback, all Registrable Securities held by any Investor (other than a Family Investor) shall also include any Registrable Securities held by the partners, retired partners, shareholders or affiliates of such holder, or the estates and family members of any such holder or such partners and retired partners, any trusts for the benefit issuance of any of the foregoing persons andforegoing, at other than (i) the election issuance of the Purchased Units, (ii) the issuance of Awards (as defined in BreitBurn’s 2006 Long-Term Incentive Plan), the issuance of Common Units upon the exercise of options to purchase Common Units granted pursuant to the BreitBurn 2006 Long-Term Incentive Plan and the issuance of equity-based securities pursuant to a management or employee benefit plan or in connection with the restructuring of such holder a plan, (iii) the issuance or such partners, retired partners, trusts sale of Partnership Securities issued or affiliates, any charitable organization, sold in each case a registered public offering to which any finance future acquisitions that are accretive to distributable cash flow per Common Unit (or the repayment of the foregoing shall have distributed, transferred or contributed Common Stock prior to the execution of the underwriting agreement indebtedness incurred in connection with such underwritten offering; accretive acquisitions), (iv) the issuance or sale of Partnership Securities issued, including without limitation to Provident Energy Trust and its affiliates, as payment of any part of the purchase price for businesses that are acquired by the Partnership from Provident Energy Trust and its affiliates or any third party, and (v) the issuance or sale of Partnership Securities issued or sold through a private placement provided that (Y) the Purchasers individually are granted the right to participate in such distributionprivate placement and to purchase a percentage of the Partnership Securities sold in such private placement pro rata based upon their purchase of the Purchased Units sold hereby and (Z) each party participating in such private placement shall agree that it will not sell any of its Partnership Securities for a period of 90-days following the closing of such private placement. Notwithstanding the foregoing, transfer or contribution occurred not more than 90 days prior to such executionBreitBurn shall not, and such holder shall cause its directors, officers and other persons shall be deemed Affiliates not to, sell, offer for sale or solicit offers to be a single selling holder, and buy any pro rata reduction with respect to such selling holder shall be based upon the aggregate amount of Common Stock owned by all entities and individuals included in such selling holder, security (as defined in this sentence. No securities excluded from the underwriting by reason Securities Act) that would be integrated with the sale of the underwriter’s marketing limitation shall be included Purchased Units in such registration. For purposes of any underwriter cutback, all Registrable a manner that would require the registration under the Securities held by any Family Investor shall also include any Registrable Securities held by the estates and family members of any such Family Investor, any trusts for the benefit of any Act of the foregoing persons and, at the election of such Family Investor, any charitable organization, in each case to which any sale of the foregoing shall have distributed, transferred or contributed Common Stock prior Purchased Units to the execution of the underwriting agreement in connection with such underwritten offering provided that such distribution, transfer or contribution occurred not more than 90 days prior to such execution, and such holder and other persons shall be deemed to be a single selling holder, and any pro rata reduction with respect to such selling holder shall be based upon the aggregate amount of Common Stock owned by all entities and individuals included in such selling holder, as defined in this sentence. No securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registrationPurchasers.