Common use of Voting and Consent Clause in Contracts

Voting and Consent. (a) ETE and Parent covenant and agree that, until the Effective Time or the earlier of a termination of this Agreement or a Parent Adverse Recommendation Change, at the MLP Unitholders Meeting or any other meeting of MLP Limited Partners or any vote of MLP Limited Partner Interests in connection with a vote of the MLP Limited Partners, however called, each of ETE and Parent will vote, or cause to be voted, all MLP Limited Partner Interests then owned beneficially or of record by it or any of its Subsidiaries, as of the record date for such meeting, in favor of the approval of this Agreement (as it may be amended or otherwise modified from time to time) and the Merger and the approval of any actions required in furtherance thereof. (b) ETE covenants and agrees that, until the Effective Time or the earlier of a termination of this Agreement or a Parent Adverse Recommendation Change, (i) at the Parent Unitholders Meeting or any other meeting of Parent Limited Partners or any vote of Parent Limited Partner Interests in connection with a vote of the Parent Limited Partners, however called, ETE will vote, or cause to be voted, all Parent Limited Partner Interests then owned beneficially or of record by it or any of its Subsidiaries, as of the record date for such meeting, in favor of the approval of this Agreement (as it may be amended or otherwise modified from time to time) and the Merger and the approval of any actions required in furtherance thereof and (ii) ETE, as the sole member of, and holder of the limited liability company interests in, Parent Managing GP, will cause Parent GP to execute and deliver the Parent Partnership Agreement Amendment prior to the Effective Time. (c) ETE, as the holder of all of the outstanding Parent Class H Units, hereby consents to the issuance of the Parent Preferred Units as contemplated by this Agreement.

Voting and Consent. (a) ETE WGP and Parent APC covenant and agree that, until the Effective Time or the earlier of a termination of this Agreement or a Parent Adverse Recommendation ChangeAgreement, at the MLP WES Unitholders Meeting or any other meeting of MLP XXX Limited Partners or any vote of MLP XXX Limited Partner Interests or any written consent of the XXX Limited Partners in connection with a vote of the MLP XXX Limited Partners, however called, each of ETE WGP and Parent APC will vote, or cause to be votedvoted (or execute a written consent with respect thereto), all MLP XXX Limited Partner Interests then owned beneficially or of record by it them or any of its their Subsidiaries, as of the record date for such meeting, in favor of the approval of this Agreement (as it may be amended or otherwise modified from time to time) ), the transactions contemplated hereby, including the Merger, and the Merger and the approval of any actions required in furtherance thereof. WGP and APC consent to, and have caused or shall cause, to the extent necessary and to the extent permitted by the organizational documents thereof, each of their Subsidiaries (other than WES GP and WES) to consent to, this Agreement, the transactions contemplated by this Agreement and any amendments of the WES Partnership Agreement (including the WES LPA Amendment) that are necessary or advisable in order to implement the Contribution. (b) ETE covenants Except for the issuance of additional Class C Units in the ordinary course or as otherwise contemplated by this Agreement, neither WGP nor APC shall, and agrees thatWGP and APC shall cause their respective Subsidiaries not to, until without the Effective Time or prior written consent of the earlier of a termination of this Agreement or a Parent Adverse Recommendation ChangeWES Special Committee, in any manner (i) at the Parent Unitholders Meeting acquire, agree to acquire or make any other meeting proposal or offer to acquire (except as contemplated by this Agreement), any additional securities or property of Parent Limited Partners or any vote of Parent Limited Partner Interests interests in connection with a vote of the Parent Limited Partners, however called, ETE will vote, or cause to be voted, all Parent Limited Partner Interests then owned beneficially or of record by it WES or any of its Subsidiaries, as of the record date for or any rights or options to acquire any such meetingsecurities, in favor of the approval of this Agreement (as it may be amended property or otherwise modified from time to time) and the Merger and the approval of any actions required in furtherance thereof and interests; or (ii) ETETransfer, as or enter into any contract, option, agreement or other arrangement or understanding with respect to the sole member Transfer of, and holder any of the limited liability company interests inXXX Limited Partner Interests held by such Person or any other equity securities in WES held, Parent Managing GPdirectly or indirectly, will cause Parent GP to execute and deliver the Parent Partnership Agreement Amendment prior by such Person or beneficial ownership or voting power thereof or therein (including by operation of law), except to the Effective Time. (c) ETE, as the holder of all of the outstanding Parent Class H Units, hereby consents to the issuance of the Parent Preferred Units as contemplated extent permitted by this Agreement.

Voting and Consent. (a) ETE WGP and Parent APC covenant and agree that, until the Effective Time or the earlier of a termination of this Agreement or a Parent Adverse Recommendation ChangeAgreement, at the MLP XXX Unitholders Meeting or any other meeting of MLP XXX Limited Partners or any vote of MLP XXX Limited Partner Interests or any written consent of the XXX Limited Partners in connection with a vote of the MLP XXX Limited Partners, however called, each of ETE WGP and Parent APC will vote, or cause to be votedvoted (or execute a written consent with respect thereto), all MLP XXX Limited Partner Interests then owned beneficially or of record by it them or any of its their Subsidiaries, as of the record date for such meeting, in favor of the approval of this Agreement (as it may be amended or otherwise modified from time to time) ), the transactions contemplated hereby, including the Merger, and the Merger and the approval of any actions required in furtherance thereof. WGP and APC consent to, and have caused or shall cause, to the extent necessary and to the extent permitted by the organizational documents thereof, each of their Subsidiaries (other than XXX GP and XXX) to consent to, this Agreement, the transactions contemplated by this Agreement and any amendments of the XXX Partnership Agreement (including the XXX LPA Amendment) that are necessary or advisable in order to implement the Contribution. (b) ETE covenants Except for the issuance of additional Class C Units in the ordinary course or as otherwise contemplated by this Agreement, neither WGP nor APC shall, and agrees thatWGP and APC shall cause their respective Subsidiaries not to, until without the Effective Time or prior written consent of the earlier of a termination of this Agreement or a Parent Adverse Recommendation ChangeXXX Special Committee, in any manner (i) at the Parent Unitholders Meeting acquire, agree to acquire or make any other meeting proposal or offer to acquire (except as contemplated by this Agreement), any additional securities or property of Parent Limited Partners or any vote of Parent Limited Partner Interests interests in connection with a vote of the Parent Limited Partners, however called, ETE will vote, or cause to be voted, all Parent Limited Partner Interests then owned beneficially or of record by it XXX or any of its Subsidiaries, as of the record date for or any rights or options to acquire any such meetingsecurities, in favor of the approval of this Agreement (as it may be amended property or otherwise modified from time to time) and the Merger and the approval of any actions required in furtherance thereof and interests; or (ii) ETETransfer, as or enter into any contract, option, agreement or other arrangement or understanding with respect to the sole member Transfer of, and holder any of the limited liability company interests inXXX Limited Partner Interests held by such Person or any other equity securities in XXX held, Parent Managing GPdirectly or indirectly, will cause Parent GP to execute and deliver the Parent Partnership Agreement Amendment prior by such Person or beneficial ownership or voting power thereof or therein (including by operation of law), except to the Effective Time. (c) ETE, as the holder of all of the outstanding Parent Class H Units, hereby consents to the issuance of the Parent Preferred Units as contemplated extent permitted by this Agreement.