Common use of Agreement to Refrain from Resales Clause in Contracts

Agreement to Refrain from Resales. Each of the Southern Gas Group Equity Owners further agrees that they shall not encumber, pledge, hypothecate, sell, transfer, assign or otherwise dispose of, or receive any consideration for, any Exchange Shares or any interest in any Exchange Shares, unless and until prior to any proposed encumbrance, pledge, hypothecation, sale, transfer, assignment or other disposition, either (a) a registration statement on Form S-1 (or any other form appropriate for the purpose or replacing such form) under the Securities Act with respect to the Exchange Shares proposed to be transferred or otherwise disposed of shall be then effective or (b) after furnishing AUGI and its counsel with a detailed statement of the circumstances of the proposed disposition, (i) the Southern Gas Group Equity Owners shall have furnished AUGI with an opinion of counsel (obtained at their expense) in form and substance satisfactory to AUGI to the effect that such disposition will not require registration of such Exchange Shares under the Securities Act or registration or qualification of such Exchange Shares under the Securities Act or any other securities law and (ii) counsel for the Buyer shall have concurred in such opinion of counsel.

Agreement to Refrain from Resales. Each of the Southern Gas Group The Aussie Soles Equity Owners Owner further agrees that they he shall not encumber, pledge, hypothecate, sell, transfer, assign or otherwise dispose of, or receive any consideration for, any Exchange Shares or any interest in any Exchange Shares, unless and until prior to any proposed encumbrance, pledge, hypothecation, sale, transfer, assignment or other disposition, either (a) a registration statement on Form S-1 (or any other form appropriate for the purpose or replacing such form) under the Securities Act with respect to the Exchange Shares proposed to be transferred or otherwise disposed of shall be then effective or (b) after furnishing AUGI the Buyer and its counsel with a detailed statement of the circumstances of the proposed disposition, (i) the Southern Gas Group Aussie Soles Equity Owners Owner shall have furnished AUGI the Buyer with an opinion of counsel (obtained at their expense) in form and substance satisfactory to AUGI the Buyer to the effect that such disposition will not require registration of such Exchange Shares under the Securities Act or registration or qualification of such Exchange Shares under the Securities Act or any other securities law and (ii) counsel for the Buyer shall have concurred in such opinion of counsel.