Common use of Unitholders Meeting Clause in Contracts

Unitholders Meeting. (a) As soon as practicable following the date of this Agreement, MLP and Parent shall jointly prepare and file with the SEC the Proxy Statement, MLP and Parent shall jointly prepare and Parent shall file with the SEC the Registration Statement, in which the Proxy Statement will be included as a prospectus, and MLP and Parent shall jointly prepare and MLP shall file with the SEC the Schedule 13E-3. Each of MLP and Parent shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and keep the Registration Statement effective for so long as necessary to consummate the transactions contemplated hereby. MLP and Parent shall use their respective reasonable best efforts to cause the Proxy Statement to be mailed to the MLP Unitholders and Parent Unitholders, as applicable, as promptly as practicable after the Registration Statement is declared effective under the Securities Act. No filing of, or amendment or supplement to, the Registration Statement will be made by Parent, and no filing of, or amendment or supplement to, the Proxy Statement will be made by MLP or Parent, and no filing of, or amendment or supplement to, the Schedule 13E-3 will be made by MLP, without providing the other party a reasonable opportunity to review and comment thereon. If at any time prior to the Effective Time any information relating to MLP or Parent, or any of their respective Affiliates, directors or officers, is discovered by MLP or Parent that should be set forth in an amendment or supplement to any of the Registration Statement, the Proxy Statement or the Schedule 13E-3, so that any such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be jointly prepared and promptly filed with the SEC and, to the extent required by Law, disseminated to the MLP Unitholders and Parent Unitholders. The parties shall notify each other promptly of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to any of the Proxy Statement, the Registration Statement or the Schedule 13E-3 or for additional information and shall supply each other with copies of (i) all correspondence between it or any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Proxy Statement, the Registration Statement, the Schedule 13E-3 or the transactions contemplated hereby and (ii) all orders of the SEC relating to the Registration Statement.

Unitholders Meeting. (a) As soon as practicable following the date of this Agreement, MLP SXE and Parent AMID shall jointly prepare and file with the SEC the Proxy Statement, MLP and Parent shall jointly prepare and Parent AMID shall file with the SEC the Registration Statement, in which the Proxy Statement will be included as a prospectus, and MLP and Parent shall jointly prepare and MLP shall file with the SEC the Schedule 13E-3. Each of MLP SXE and Parent AMID shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and keep the Registration Statement effective for so long as necessary to consummate the transactions contemplated hereby. MLP and Parent SXE shall use their respective its reasonable best efforts to cause the Proxy Statement to be mailed to the MLP SXE Unitholders and Parent Unitholders, as applicable, as promptly as practicable after the Registration Statement is declared effective under the Securities Act. No filing of, or amendment or supplement to, the Registration Statement will be made by ParentAMID, and no filing of, or amendment or supplement to, the Proxy Statement will be made by MLP or Parent, and no filing of, or amendment or supplement to, the Schedule 13E-3 will be made by MLPSXE, without providing the other party Party a reasonable opportunity to review and comment thereon. If at any time prior to the Effective Time any information relating to MLP SXE or ParentAMID, or any of their respective Affiliates, directors or officers, is discovered by MLP SXE or Parent AMID that should be set forth in an amendment or supplement to any of the Registration Statement, the Proxy Statement or the Schedule 13E-3Proxy Statement, so that any such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party Party that discovers such information shall promptly notify the other parties Parties hereto and an appropriate amendment or supplement describing such information shall be jointly prepared and promptly filed with the SEC and, to the extent required by Law, disseminated to the MLP Unitholders and Parent SXE Unitholders. The parties Parties shall notify each other promptly of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to any of the Proxy Statement, Statement or the Registration Statement or the Schedule 13E-3 or for additional information and shall supply each other with copies of (i) all correspondence between it or any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Proxy Statement, Statement and the Registration Statement, the Schedule 13E-3 or the transactions contemplated hereby and (ii) all orders of the SEC relating to the Registration Statement.

Unitholders Meeting. (a) As soon as practicable following the date of this Agreement, MLP and Parent shall jointly prepare and file with the SEC the Proxy StatementStatement and the Rule 13e-3 transaction statement on Schedule 13E-3 (as amended or supplemented, MLP and Parent shall jointly prepare and Parent shall file with the SEC the Registration Statement, in which the Proxy Statement will be included as a prospectus, and MLP and Parent shall jointly prepare and MLP shall file with the SEC the “Schedule 13E-3”). Each of MLP and Parent shall use its commercially reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and keep the Registration Statement effective for so long as necessary to consummate the transactions contemplated hereby. MLP and Parent shall use their respective reasonable best efforts to cause the Proxy Statement to be mailed to the MLP Common Unitholders and Parent Unitholders, as applicable, as promptly as practicable after following the Registration Statement is declared effective under the Securities Actdate of this Agreement. No filing of, or amendment or supplement to, the Registration Statement will be made including by Parent, and no filing of, or amendment or supplement toincorporation by reference, the Proxy Statement will be made by MLP or Parent, and no filing of, or amendment or supplement to, the Schedule 13E-3 will be made by MLP, any Party without providing the other party Parties a reasonable opportunity to review and comment thereon. If at any time prior to the Effective Time any information relating to MLP or Parent, or any of their respective Affiliates, directors or officers, is discovered by MLP or Parent that should be set forth in an amendment or supplement to any of the Registration Statement, either the Proxy Statement or the Schedule 13E-3, so that any such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party Party that discovers such information shall promptly notify the other parties hereto Parties and an appropriate amendment or supplement describing such information shall be jointly prepared and promptly filed with the SEC and, to the extent required by Law, disseminated to the MLP Unitholders and Parent Common Unitholders. The parties Parties shall notify each other promptly of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to any either of the Proxy Statement, the Registration Statement or the Schedule 13E-3 or for additional information and shall supply each other with copies of (i) all correspondence between it or any of its directors, officers, employees, investment bankers, financial advisors, attorneys, accountants, agents and other representatives (“Representatives”), on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Proxy Statement, the Registration Statement, Statement and the Schedule 13E-3 or the transactions contemplated hereby and (ii) all orders of the SEC relating to the Registration Statementby this Agreement.