Common use of Tag-Along Sale Clause in Contracts

Tag-Along Sale. If at any time prior to a Qualified IPO of the Partnership (or any successor thereto) EIG or Tailwater (or any Transferee(s) thereof) (the “Tag-Along Seller”) elects to Transfer to any Person or Persons other than to a Permitted Transferee or existing holder of Class A Units (collectively, a “Tag-Along Transferee”), in a transaction or series of related transactions (including by way of a purchase agreement, tender offer, merger or other business combination transaction or otherwise) Class A Units in excess of 15% of the then-outstanding Class A Units (a “Tag-Along Sale”), then each of the other holders of Class A Units may, subject to the other provisions of this Section 3.7, require such Tag-Along Seller to include in the Tag-Along Sale a number of its Class A Units (such number not to exceed a number of Class A Units in excess of such Partner’s Class A Units multiplied by the Tag-Along Sale Percentage) on the terms set forth in this Section 3.7, subject to proportionate reduction in the event that the Tag-Along Transferee is unwilling to acquire all of the Class A Units offered to it.

Tag-Along Sale. If at any time following the expiration of the Lock-Up Period and prior to a Qualified IPO of the Partnership (or any successor thereto) EIG any holder of Class A Units or Tailwater (or any Transferee(s) thereof) holders of Class A Units (the “Tag-Along Seller”) elects elect to Transfer to any Person or Persons other than to a Permitted Transferee or existing holder of Class A Units (collectively, a “Tag-Along Transferee”), in a transaction or series of related transactions (including by way of a purchase agreement, tender offer, merger or other business combination transaction or otherwise) in any twelve (12) month period a number of Class A Units in excess of 1535% of the thenTag-outstanding Along Seller’s Class A Units (a “Tag-Along Sale”), then each of the other holders of Class A Units may, subject to the other provisions of this Section 3.7, require such Tag-Along Seller to include in the Tag-Along Sale a number of its Class A Units (such number not to exceed a number of Class A Units in excess of such Partner’s Class A Units multiplied by the Tag-Along Sale Percentage) on the terms set forth in this Section 3.7, subject to proportionate reduction in the event that the Tag-Along Transferee is unwilling to acquire all of the Class A Units offered to it.

Tag-Along Sale. If at any time following the expiration of the Lock-Up Period and prior to a Qualified IPO of the Partnership (or any successor thereto) EIG any holder of Class A Units or Tailwater (or any Transferee(s) thereof) holders of Class A Units (the “Tag-Along Seller”) elects elect to Transfer to any Person or Persons other than to a Permitted Transferee or existing holder of Class A Units (collectively, a “Tag-Along Transferee”), in a transaction or series of related transactions (including by way of a purchase agreement, tender offer, merger or other business combination transaction or otherwise) in any twelve (12) month period a number of Class A Units in excess of 15either (i) 35% of the thenTag-Along Seller’s Class A Units (provided this clause (i) shall not apply to ECP or its Transferees (including Permitted Transferees) or EFS or its Transferees (including Permitted Transferees) or any Additional Investor (other than a Designating Party) or its Transferees (including Permitted Transferees) to the extent any such Persons own less than 25% of the outstanding Class A Units at such time) or (ii) a number of Class A Units in excess of 10% of the outstanding Class A Units at such time (a “Tag-Along Sale”), then each of the other holders of Class A Units may, subject to the other provisions of this Section 3.7, require such Tag-Along Seller to include in the Tag-Along Sale a number of its Class A Units (such number not to exceed a number of Class A Units in excess of such Partner’s Class A Units multiplied by the Tag-Along Sale Percentage) on the terms set forth in this Section 3.7, subject to proportionate reduction in the event that the Tag-Along Transferee is unwilling to acquire all of the Class A Units offered to it.