Common use of Subsequent Public Offerings Clause in Contracts

Subsequent Public Offerings. Without the written consent of the holders of a majority of the Purchased Class F Units and the Purchased Common Units, taken as a whole, from the date of this Agreement until the Lock-Up Date, Constellation Energy shall not, and shall cause its directors, officers and Affiliates not to, grant, issue or sell any Common Units, Class F Units or other equity or voting securities of Constellation Energy, any securities convertible into or exchangeable therefor or take any other action that may result in the issuance of any of the foregoing, other than (i) the issuance of the Purchased Class F Units and the Purchased Common Units, (ii) the issuance of Awards (as defined in Constellation Energy’s Long-Term Incentive Plan) or the issuance of Common Units upon the exercise of options to purchase Common Units granted pursuant to Constellation Energy’s existing Long-Term Incentive Plan, (iii) the issuance or sale of up to an aggregate of 5,000,000 Common Units issued or sold in a registered public offering to finance future acquisition(s) that are accretive to cash flow per Common Unit (or the repayment of indebtedness incurred in connection with such accretive acquisitions) at a price no less than 110% of the Common Unit Price or Class F Unit Price, as the case may be, or in a private offering to finance future acquisition(s) that are expected to be accretive to cash flow per Common Unit (or the repayment of indebtedness incurred in connection with such accretive acquisition(s)) at a price no less than 105% of the Common Unit Price or Class F Unit Price, as the case may be, (iv) the issuance of up to 1,500,000 Common Units and a new series of equity securities of Constellation Energy as purchase price consideration in connection with future acquisition(s) that are expected to be accretive to cash flow per Common Unit and (v) the issuance of up to $150 million in a new series of equity securities of Constellation Energy (the “Class G Units”) and Common Units (collectively the “Additional Units”) the proceeds of which will be used to fund a portion of the purchase price by Constellation Energy of an acquisition that will close within 60 days following the Closing Date, provided that offers to purchase such Additional Units will be made to private investors (all of which shall be allocated to the Purchasers pro rata based on the allocations in Schedule 2.01, and the balance, if any, to such Purchasers and/or any additional investors selected by Constellation Energy) at a price per Common Unit and Class G Unit to be determined in a manner consistent with the formula used to calculate the Common Unit Price and Class F Unit Price in Section 2.01(c), provided, however, that each Purchaser shall have the right, but not the obligation, to purchase such Additional Units. If any Purchaser decides not to purchase all of the Additional Units that it has a right to purchase hereunder (the “Unallocated Units”), then the other Purchasers shall not have the right to purchase such Unallocated Units pro rata based on that Purchaser’s respective Commitment Amount set forth in Schedule 2.01 to the Purchase Agreement. The Company shall have the right, in its sole discretion, to allocate the Unallocated Units to certain accredited investors or to any Purchaser. Notwithstanding the foregoing, Constellation Energy shall not, and shall cause its directors, officers and Affiliates not to, sell, offer for sale or solicit offers to buy any security (as defined in the Securities Act) that would be integrated with the sale of the Purchased Class F Units or the Purchased Common Units in a manner that would require the registration under the Securities Act of the sale of the Purchased Class F Units or the Purchased Common Units to the Purchasers.

Subsequent Public Offerings. Without the written consent of the holders of a majority of the Purchased Class F E Units and the Purchased Common Units, taken as a whole, from the date of this Agreement until the Lock-Up Date, Constellation Energy shall not, and shall cause its directors, officers and Affiliates not to, grant, issue or sell any Common Units, Class F E Units or other equity or voting securities of Constellation Energy, any securities convertible into or exchangeable therefor or take any other action that may result in the issuance of any of the foregoing, other than (i) the issuance of the Purchased Class F E Units and the Purchased Common Units, (ii) the issuance of Awards (as defined in Constellation Energy’s Long-Term Incentive Plan) or the issuance of Common Units upon the exercise of options to purchase Common Units granted pursuant to Constellation Energy’s existing Long-Term Incentive Plan, (iii) the issuance or sale of up to an aggregate of 5,000,000 Common Units issued or sold in a registered public offering to finance future acquisition(s) that are accretive to cash flow per Common Unit (or the repayment of indebtedness incurred in connection with such accretive acquisitions) at a price no less than 110% of the Common Unit Price or Class F E Unit Price, as the case may be, or in a private offering to finance future acquisition(s) that are expected to be accretive to cash flow per Common Unit (or the repayment of indebtedness incurred in connection with such accretive acquisition(s)) at a price no less than 105% of the Common Unit Price or Class F E Unit Price, as the case may be, (iv) the issuance of up to 1,500,000 Common 1,000,000 Units and a new series of equity securities of Constellation Energy as purchase price consideration in connection with future acquisition(s) that are expected to be accretive to cash flow per Common Unit and (v) the issuance of up to $150 30 million in a new series of equity securities of Constellation Energy (the “additional Class G Units”) E Units and Common Units (collectively the “Additional Units”) the proceeds of which will be used to fund a portion of the purchase price by Constellation Energy of an acquisition the Xxxx Family Interests in the assets and entities that will close within 60 days following are subject to the Closing Datetag-along obligation associated with the EnergyQuest Acquisition, provided that offers to purchase such Additional Units will be made to private investors (all $20 million of which shall be allocated to the Purchasers pro rata based on the allocations in Schedule 2.01, and the balance, if any, to such Purchasers and/or any not more than one additional investors investor selected by Constellation Energy) at a price per Common Unit and Class G E Unit to be determined in a manner consistent with the formula used to calculate the Common Unit Price and Class F E Unit Price in Section 2.01(c), provided, however, that each Purchaser shall have the right, but not the obligation, to purchase such Additional Units. If any Purchaser decides not to purchase all of the Additional Units that it has a right to purchase hereunder (the “Unallocated Units”), then the other Purchasers shall not have the right to purchase such Unallocated Units pro rata based on that Purchaser’s respective Commitment Amount set forth in Schedule 2.01 to the Purchase Agreement. The Company shall have the right, in its sole discretion, to allocate the Unallocated Units to certain accredited investors or to any Purchaser. Notwithstanding the foregoing, Constellation Energy shall not, and shall cause its directors, officers and Affiliates not to, sell, offer for sale or solicit offers to buy any security (as defined in the Securities Act) that would be integrated with the sale of the Purchased Class F E Units or the Purchased Common Units in a manner that would require the registration under the Securities Act of the sale of the Purchased Class F E Units or the Purchased Common Units to the Purchasers.

Subsequent Public Offerings. Without the written consent of the holders of a majority of the Purchased Class F D Units and the Purchased Common Units, taken as a whole, from the date of this Agreement until the Lock-Up Date, Constellation Linn Energy shall not, and shall cause its directors, officers and Affiliates not to, grant, issue or sell any Common Units, Units or Class F D Units or other equity or voting securities of Constellation Linn Energy, any securities convertible into or exchangeable therefor or take any other action that may result in the issuance of any of the foregoing, other than (i) the issuance of the Purchased Class F D Units and the Purchased Common Units, (ii) the issuance of Awards (as defined in Constellation Linn Energy’s Long-Term Incentive Plan) or the issuance of Common Units upon the exercise of options to purchase Common Units granted pursuant to Constellation Linn Energy’s existing (a) Long-Term Incentive PlanPlan or (b) Memorandum of Understanding Regarding Compensation Arrangements for Members of its Board of Directors, (iii) the issuance or sale of up to an aggregate of 5,000,000 Common 30 million Units issued or sold in a registered public offering to finance future acquisition(s) acquisitions that are accretive to cash flow per Common Unit (or the repayment of indebtedness incurred in connection with such accretive acquisitions) at a price no less than 110% of the Common Unit Price or Class F D Unit Price, as the case may be, or in a private offering to finance future acquisition(s) acquisitions that are expected to be accretive to cash flow per Common Unit (or the repayment of indebtedness incurred in connection with such accretive acquisition(s)acquisitions) at a price no less than 105% of the Common Unit Price or Class F D Unit Price, as the case may be, be and (iv) the issuance of up to 1,500,000 Common 30 million Units and a new series of equity securities of Constellation Energy as purchase price consideration in connection with future acquisition(s) acquisitions that are expected to be accretive to cash flow per Common Unit and (v) the issuance of up to $150 million in a new series of equity securities of Constellation Energy (the “Class G Units”) and Common Units (collectively the “Additional Units”) the proceeds of which will be used to fund a portion of the purchase price by Constellation Energy of an acquisition that will close within 60 days following the Closing Date, provided that offers to purchase such Additional Units will be made to private investors (all of which shall be allocated to the Purchasers pro rata based on the allocations in Schedule 2.01, and the balance, if any, to such Purchasers and/or any additional investors selected by Constellation Energy) at a price per Common Unit and Class G Unit to be determined in a manner consistent with the formula used to calculate the Common Unit Price and Class F Unit Price in Section 2.01(c), provided, however, that each Purchaser shall have the right, but not the obligation, to purchase such Additional Units. If any Purchaser decides not to purchase all of the Additional Units that it has a right to purchase hereunder (the “Unallocated Units”), then the other Purchasers shall not have the right to purchase such Unallocated Units pro rata based on that Purchaser’s respective Commitment Amount set forth in Schedule 2.01 to the Purchase Agreement. The Company shall have the right, in its sole discretion, to allocate the Unallocated Units to certain accredited investors or to any PurchaserUnit. Notwithstanding the foregoing, Constellation Linn Energy shall not, and shall cause its directors, officers and Affiliates not to, sell, offer for sale or solicit offers to buy any security (as defined in the Securities Act) that would be integrated with the sale of the Purchased Class F D Units or the Purchased Common Units in a manner that would require the registration under the Securities Act of the sale of the Purchased Class F D Units or the Purchased Common Units to the Purchasers.

Subsequent Public Offerings. Without the written consent of the holders of a majority of the Purchased Class F B Units and the Purchased Common Units, taken as a whole, from the date of this Agreement until the Lock-Up Date, Constellation Energy Linn shall not, and shall cause its directors, officers and Affiliates not to, grant, issue or sell any Common Units, Units or Class F B Units or other equity or voting securities of Constellation EnergyLinn, any securities convertible into or exchangeable therefor or take any other action that may result in the issuance of any of the foregoing, other than (i) the issuance of the Purchased Class F B Units and the Purchased Common Units, (ii) the issuance of Awards (as defined in Constellation EnergyLinn’s Long-Term Incentive Plan) or the issuance of Common Units upon the exercise of options to purchase Common Units granted pursuant to Constellation EnergyLinn’s existing (a) Long-Term Incentive PlanPlan or (b) Memorandum of Understanding Regarding Compensation Arrangements for Members of its Board of Directors, (iii) the issuance or sale of up to an aggregate of 5,000,000 Common 15 million Units issued or sold in a registered public offering to finance future acquisition(s) acquisitions that are accretive to cash flow per Common Unit (or the repayment of indebtedness incurred in connection with such accretive acquisitions) at a price no less than 110% of the Common Unit Price or Class F B Unit Price, as the case may be, or in a private offering to finance future acquisition(s) acquisitions that are expected to be accretive to cash flow per Common Unit (or the repayment of indebtedness incurred in connection with such accretive acquisition(s)acquisitions) at a price no less than 105% of the Common Unit Price or Class F B Unit Price, as the case may be, and (iv) the issuance of up to 1,500,000 Common 5 million Units and a new series of equity securities of Constellation Energy as purchase price consideration in connection with future acquisition(s) acquisitions that are expected to be accretive to cash flow per Common Unit and (v) the issuance of up to $150 million in a new series of equity securities of Constellation Energy (the “Class G Units”) and Common Units (collectively the “Additional Units”) the proceeds of which will be used to fund a portion of the purchase price by Constellation Energy of an acquisition that will close within 60 days following the Closing Date, provided that offers to purchase such Additional Units will be made to private investors (all of which shall be allocated to the Purchasers pro rata based on the allocations in Schedule 2.01, and the balance, if any, to such Purchasers and/or any additional investors selected by Constellation Energy) at a price per Common Unit and Class G Unit to be determined in a manner consistent with the formula used to calculate the Common Unit Price and Class F Unit Price in Section 2.01(c), provided, however, that each Purchaser shall have the right, but not the obligation, to purchase such Additional Units. If any Purchaser decides not to purchase all of the Additional Units that it has a right to purchase hereunder (the “Unallocated Units”), then the other Purchasers shall not have the right to purchase such Unallocated Units pro rata based on that Purchaser’s respective Commitment Amount set forth in Schedule 2.01 to the Purchase Agreement. The Company shall have the right, in its sole discretion, to allocate the Unallocated Units to certain accredited investors or to any PurchaserUnit. Notwithstanding the foregoing, Constellation Energy Linn shall not, and shall cause its directors, officers and Affiliates not to, sell, offer for sale or solicit offers to buy any security (as defined in the Securities Act) that would be integrated with the sale of the Purchased Class F B Units or the Purchased Common Units in a manner that would require the registration under the Securities Act of the sale of the Purchased Class F B Units or the Purchased Common Units to the Purchasers.

Subsequent Public Offerings. Without the written consent of the holders of a majority of the Purchased Class F Units and the Purchased Common Units, taken as a whole, from the date of this Agreement until the Lock-Up Date, Constellation Energy shall not, and shall cause its directors, officers and Affiliates not to, grant, issue or sell any Common Units, Class F Units or other equity or voting securities of Constellation Energy, any securities convertible into or exchangeable therefor or take any other action that may result in the issuance of any of the foregoing, other than (i) the issuance of the Purchased Class F Units and the Purchased Common Units, (ii) the issuance of Awards (as defined in Constellation Energy’s Long-Term Incentive Plan) or the issuance of Common Units upon the exercise of options to purchase Common Units granted pursuant to Constellation Energy’s existing Long-Term Incentive Plan, (iii) the issuance or sale of up to an aggregate of 5,000,000 Common Units issued or sold in a registered public offering to finance future acquisition(s) that are accretive to cash flow per Common Unit (or the repayment of indebtedness incurred in connection with such accretive acquisitions) at a price no less than 110% of the Common Unit Price or Class F Unit Price, as the case may be, or in a private offering to finance future acquisition(s) that are expected to be accretive to cash flow per Common Unit (or the repayment of indebtedness incurred in connection with such accretive acquisition(s)) at a price no less than 105% of the Common Unit Price or Class F Unit Price, as the case may be, and (iv) the issuance of up to 1,500,000 Common Units and a new series of equity securities of Constellation Energy as purchase price consideration in connection with future acquisition(s) that are expected to be accretive to cash flow per Common Unit and (v) the issuance of up to $150 million in a new series of equity securities of Constellation Energy (the “Class G Units”) and Common Units (collectively the “Additional Units”) the proceeds of which will be used to fund a portion of the purchase price by Constellation Energy of an acquisition that will close within 60 days following the Closing Date, provided that offers to purchase such Additional Units will be made to private investors (all of which shall be allocated to the Purchasers pro rata based on the allocations in Schedule 2.01, and the balance, if any, to such Purchasers and/or any additional investors selected by Constellation Energy) at a price per Common Unit and Class G Unit to be determined in a manner consistent with the formula used to calculate the Common Unit Price and Class F Unit Price in Section 2.01(c), provided, however, that each Purchaser shall have the right, but not the obligation, to purchase such Additional Units. If any Purchaser decides not to purchase all of the Additional Units that it has a right to purchase hereunder (the “Unallocated Units”), then the other Purchasers shall not have the right to purchase such Unallocated Units pro rata based on that Purchaser’s respective Commitment Amount set forth in Schedule 2.01 to the Purchase Agreement. The Company shall have the right, in its sole discretion, to allocate the Unallocated Units to certain accredited investors or to any PurchaserUnit. Notwithstanding the foregoing, Constellation Energy shall not, and shall cause its directors, officers and Affiliates not to, sell, offer for sale or solicit offers to buy any security (as defined in the Securities Act) that would be integrated with the sale of the Purchased Class F Units or the Purchased Common Units in a manner that would require the registration under the Securities Act of the sale of the Purchased Class F Units or the Purchased Common Units to the Purchasers.

Subsequent Public Offerings. Without the written consent of the holders of a majority of the Purchased Class F Units and the Purchased Common Units, taken as a whole, from the date of this Agreement until the Lock-Up Date, Constellation Energy BreitBurn shall not, and shall cause its directors, officers and Affiliates not to, grant, issue or sell any Common Units, Class F Units or other equity or voting securities of Constellation EnergyBreitBurn (“Partnership Securities”), any securities convertible into or exchangeable therefor or take any other action that may result in the issuance of any of the foregoing, other than (i) the issuance of the Purchased Class F Units and the Purchased Common Units, (ii) the issuance of Awards (as defined in Constellation EnergyBreitBurn’s 2006 Long-Term Incentive Plan) or ), the issuance of Common Units upon the exercise of options to purchase Common Units granted pursuant to Constellation Energy’s existing the BreitBurn 2006 Long-Term Incentive PlanPlan and the issuance of any equity or equity-based security pursuant to a management or employee benefit plan or in connection with the restructuring of such a plan, (iii) the issuance or sale of up to an aggregate of 5,000,000 Common Units issued or sold in a private offering or a registered public offering to repay indebtedness incurred in connection with the Hermes Acquisition or to finance future acquisition(s) acquisitions that are accretive to distributable cash flow per Common Unit (or the repayment of indebtedness incurred in connection with such accretive acquisitions) at a price no less than 110% of the Common Unit Price or Class F Unit Price, as the case may be, or in a private offering to finance future acquisition(s) that are expected to be accretive to cash flow per Common Unit (or the repayment of indebtedness incurred in connection with such accretive acquisition(s)) at a price no less than 105% of the Common Unit Price or Class F Unit Price, as the case may be, (iv) the issuance or sale of up to 1,500,000 Common Units issued, including without limitation to Provident Energy Trust and a new series its affiliates and Hermes, as payment of equity securities any part of Constellation Energy as the purchase price consideration in connection with future acquisition(s) for businesses that are expected to be accretive to cash flow per Common Unit acquired by the Partnership from Provident Energy Trust and its affiliates or any third party, and (v) the issuance or sale of up to $150 million in a new series of equity securities of Constellation Energy (the “Class G Units”) and Common Units (collectively the “Additional Units”) the proceeds of which will be used to fund a portion of the purchase price by Constellation Energy of an acquisition that will close within 60 days following the Closing Date, provided that offers to purchase such Additional Units will be made to private investors (all of which shall be allocated to the Purchasers pro rata based on the allocations Hermes in Schedule 2.01, and the balance, if any, to such Purchasers and/or any additional investors selected by Constellation Energy) at a price per Common Unit and Class G Unit to be determined in a manner consistent connection with the formula used to calculate the Common Unit Price and Class F Unit Price in Section 2.01(c), provided, however, that each Purchaser shall have the right, but not the obligation, to purchase such Additional Units. If any Purchaser decides not to purchase all of the Additional Units that it has a right to purchase hereunder (the “Unallocated Units”), then the other Purchasers shall not have the right to purchase such Unallocated Units pro rata based on that Purchaser’s respective Commitment Amount set forth in Schedule 2.01 to the Purchase Agreement. The Company shall have the right, in its sole discretion, to allocate the Unallocated Units to certain accredited investors or to any PurchaserHermes Acquisition. Notwithstanding the foregoing, Constellation Energy BreitBurn shall not, and shall cause its directors, officers and Affiliates not to, sell, offer for sale or solicit offers to buy any security (as defined in the Securities Act) that would be integrated with the sale of the Purchased Class F Units or the Purchased Common Units in a manner that would require the registration under the Securities Act of the sale of the Purchased Class F Units or the Purchased Common Units to the Purchasers.