Common use of Deadline To Go Effective Clause in Contracts

Deadline To Go Effective. As soon as practicable following the Closing, but in any event within 180 days of the Closing, the Partnership shall prepare and file a Shelf Registration Statement under the Securities Act with respect to all of the Registrable Securities. The Partnership shall use its commercially reasonable efforts to cause the Shelf Registration Statement to become effective no later than 270 days after the date of the Closing. The Partnership will use its commercially reasonable efforts to cause the Shelf Registration Statement filed pursuant to this Section 2.01 to be continuously effective under the Securities Act until the date on which all such Registrable Securities have ceased to be Registrable Securities (the “Effectiveness Period”). The Shelf Registration Statement when declared effective (including any documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Notwithstanding anything to the contrary contained in this Agreement, in the event the Commission seeks to characterize the Shelf Registration Statement as constituting an offering of securities by or on behalf of the Partnership, such that the Commission does not permit such Registration Statement to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Holders participating therein (or as otherwise may be acceptable to each Holder) without being named therein as an “underwriter,” then the Partnership shall reduce the number of Registrable Securities to be included in the Shelf Registration Statement by all Holders until such time as the Commission shall so permit such Shelf Registration Statement to become effective as aforesaid. In making such reduction, the Partnership shall reduce the number of Registrable Securities to be included by all Holders on a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each Holder) unless the inclusion of Registrable Securities by one or more particular Holders is resulting in the Commission’s position that the offering is being made ”by or on behalf of the Company,” in which event the Registrable Securities held by such Holder(s) shall be the only Registrable Securities subject to reduction (and, if by more than one Holder, on a pro rata basis by such Holders or on such other basis as would result in the exclusion of the least number of Registrable Securities by all such Holders). In addition, in the event that the Commission requires any Holder seeking to sell securities under a Registration Statement filed pursuant to this Agreement to be specifically identified as an ”underwriter” in order to permit such Registration Statement to become effective, and such Holder does not consent to being so named as an underwriter in such Registration Statement, then, in each such case, the Partnership shall reduce the total number of Registrable Securities to be registered on behalf of such Holder, until such time as the Commission does not require such identification or until such Holder accepts such identification and the manner thereof. Each such excluded Registrable Security shall be referred to herein as an “Excluded Registrable Security” from the date of effectiveness of the initial Shelf Registration Statement to but not including the earliest of the date (i) such Excluded Registrable Security is no longer a Registrable Security as defined herein or (ii) such Excluded Registrable Security is included in an effective Shelf Registration Statement. Subject to the provisions of this Agreement, the Partnership shall use its commercially reasonable efforts to file and have declared effective one or more subsequent Shelf Registration Statements or amendments thereto that include the Excluded Registrable Securities of any Holder excluded from the initial Shelf Registration Statement at such time as it may do so in accordance with the Securities Act as interpreted by the Commission. In addition, if no such Shelf Registration Statement has been filed and a Holder holds Excluded Registrable Securities that are no longer required by the Commission to be excluded from a Shelf Registration Statement, upon delivery of a written request to the Partnership by such Holder, the Partnership shall file a Shelf Registration Statement that includes such Holder’s Excluded Registrable Securities within 30 days of such request. Except with respect to the time periods for filing and effectiveness, any such subsequent Shelf Registration Statement shall be subject to the same provisions of this Agreement as the initial Shelf Registration Statement.

Deadline To Go Effective. As soon as practicable following the Closing, but in any event within 180 75 days of the ClosingClosing Date (or, solely in respect of a Rule 415 Unavailability Event, within 30 days following the Determination Date), the Partnership Company shall prepare and file a Shelf Registration Statement registration statement (or, solely in respect of a Rule 415 Unavailability Event, prepare and file such registration statement or amend the previously filed registration statement) under the Securities Act to permit the resale of the Registrable Securities from time to time, including as permitted by Rule 415 (or any similar provision then in force) under the Securities Act with respect to all of the Registrable Securities (or, solely in respect of a Rule 415 Unavailability Event, the maximum number of Registrable Securities that the Company reasonably determines, based on the opinion of recognized securities law counsel or written direction by the Commission, may be so registered) (each, a “Registration Statement”). In the event that a Registration Statement is filed in respect of less than all of the Registrable Securities, each Purchaser shall be entitled to include a pro rata number of Registrable Securities in such Registration Statement, based on the Common Unit Price. In the event of a Rule 415 Unavailability Event, the Company shall file a Registration Statement or amended Registration Statement promptly following October 1, 2007 (but in no event more than 30 days thereafter) that registers for resale all of the Purchased Common Units. The Partnership Company shall use its commercially reasonable efforts to cause the Shelf any such Registration Statement to become effective no later than 270 120 days after following the date Closing Date (or, solely in respect of a Rule 415 Unavailability Event, no later than 75 days following the Determination Date). Any Registration Statement filed pursuant to this Section 2.01 shall be on such appropriate registration form of the ClosingCommission as shall be selected by the Company. The Partnership Company will use its commercially reasonable efforts to cause the Shelf any Registration Statement filed pursuant to this Section 2.01 to be continuously effective under the Securities Act until the earlier of (i) the date on as of which all such Registrable Securities have ceased to be are sold by the Purchasers or (ii) the date when such Registrable Securities become eligible for resale under Rule 144(k) (or any similar provision then in force) under the Securities Act (the “Effectiveness Period”). The Shelf Any such Registration Statement when declared effective (including any the documents incorporated therein by reference) will shall comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Notwithstanding anything to the contrary contained in this Agreement, in the event the Commission seeks to characterize the Shelf Registration Statement as constituting an offering of securities by or on behalf of the Partnership, such that the Commission does not permit such Registration Statement to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Holders participating therein (or as otherwise may be acceptable to each Holder) without being named therein as an “underwriter,” then the Partnership shall reduce the number of Registrable Securities to be included in the Shelf Registration Statement by all Holders until such time as the Commission shall so permit such Shelf Registration Statement to become effective as aforesaid. In making such reduction, the Partnership shall reduce the number of Registrable Securities to be included by all Holders on a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each Holder) unless the inclusion of Registrable Securities by one or more particular Holders is resulting in the Commission’s position that the offering is being made ”by or on behalf of the Company,” in which event the Registrable Securities held by such Holder(s) shall be the only Registrable Securities subject to reduction (and, if by more than one Holder, on a pro rata basis by such Holders or on such other basis as would result in the exclusion of the least number of Registrable Securities by all such Holders). In addition, in the event that the Commission requires any Holder seeking to sell securities under a Registration Statement filed pursuant to this Agreement to be specifically identified as an ”underwriter” in order to permit such Registration Statement to become effective, and such Holder does not consent to being so named as an underwriter in such Registration Statement, then, in each such case, the Partnership shall reduce the total number of Registrable Securities to be registered on behalf of such Holder, until such time as the Commission does not require such identification or until such Holder accepts such identification and the manner thereof. Each such excluded Registrable Security shall be referred to herein as an “Excluded Registrable Security” from the date of effectiveness of the initial Shelf Registration Statement to but not including the earliest of the date (i) such Excluded Registrable Security is no longer a Registrable Security as defined herein or (ii) such Excluded Registrable Security is included in an effective Shelf Registration Statement. Subject to the provisions of this Agreement, the Partnership shall use its commercially reasonable efforts to file and have declared effective one or more subsequent Shelf Registration Statements or amendments thereto that include the Excluded Registrable Securities of any Holder excluded from the initial Shelf Registration Statement at such time as it may do so in accordance with the Securities Act as interpreted by the Commission. In addition, if no such Shelf Registration Statement has been filed and a Holder holds Excluded Registrable Securities that are no longer required by the Commission to be excluded from a Shelf Registration Statement, upon delivery of a written request to the Partnership by such Holder, the Partnership shall file a Shelf Registration Statement that includes such Holder’s Excluded Registrable Securities within 30 days of such request. Except with respect to the time periods for filing and effectiveness, any such subsequent Shelf Registration Statement shall be subject to the same provisions of this Agreement as the initial Shelf Registration Statement.

Deadline To Go Effective. As soon as practicable following the Closing, but in any event within 180 75 days of the ClosingClosing Date (or, solely in respect of a Rule 415 Unavailability Event, within 30 days following the Determination Date), the Partnership Company shall prepare and file a Shelf Registration Statement registration statement (or, solely in respect of a Rule 415 Unavailability Event, prepare and file such registration statement or amend the previously filed registration statement) under the Securities Act to permit the resale of the Registrable Securities from time to time, including as permitted by Rule 415 (or any similar provision then in force) under the Securities Act with respect to all of the Registrable Securities (or, solely in respect of a Rule 415 Unavailability Event, the maximum number of Registrable Securities that the Company reasonably determines, based on the opinion of recognized securities law counsel or written direction by the Commission, may be so registered) (each, a “Registration Statement”). In the event that a Registration Statement is filed in respect of less than all of the Registrable Securities, each Purchaser shall be entitled to include a pro rata number of Registrable Securities in such Registration Statement, based on the Common Unit Price. In the event of a Rule 415 Unavailability Event, the Company shall file a Registration Statement or amended Registration Statement promptly following October 1, 2007 (but in no event more than 30 days thereafter) that registers for resale all of the Purchased Common Units. The Partnership Company shall use its commercially reasonable efforts to cause the Shelf any such Registration Statement to become effective no later than 270 120 days after following the date Closing Date (or, solely in respect of a Rule 415 Unavailability Event, no later than 75 days following the Determination Date). Any Registration Statement filed pursuant to this Section 2.01 shall be on such appropriate registration form of the ClosingCommission as shall be selected by the Company. The Partnership Company will use its commercially reasonable efforts to cause the Shelf any Registration Statement filed pursuant to this Section 2.01 to be continuously effective under the Securities Act until the earlier of (i) the date on as of which all such Registrable Securities have ceased to be are sold by the Purchasers and (ii) the date when such Registrable Securities become eligible for resale under Rule 144(k) (or any similar provision then in force) under the Securities Act (the “Effectiveness Period”). The Shelf Any such Registration Statement when declared effective (including any the documents incorporated therein by reference) will shall comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Notwithstanding anything to the contrary contained in this Agreementforegoing, the Company shall not file any Registration Statement with the Commission earlier than the initial filing of the “Registration Statement” as defined in the event the Commission seeks to characterize the Shelf February 27 Registration Statement as constituting an offering of securities by or on behalf of the Partnership, such that the Commission does not permit such Registration Statement to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Holders participating therein (or as otherwise may be acceptable to each Holder) without being named therein as an “underwriter,” then the Partnership shall reduce the number of Registrable Securities to be included in the Shelf Registration Statement by all Holders until such time as the Commission shall so permit such Shelf Registration Statement to become effective as aforesaid. In making such reduction, the Partnership shall reduce the number of Registrable Securities to be included by all Holders on a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each Holder) unless the inclusion of Registrable Securities by one or more particular Holders is resulting in the Commission’s position that the offering is being made ”by or on behalf of the Company,” in which event the Registrable Securities held by such Holder(s) shall be the only Registrable Securities subject to reduction (and, if by more than one Holder, on a pro rata basis by such Holders or on such other basis as would result in the exclusion of the least number of Registrable Securities by all such Holders). In addition, in the event that the Commission requires any Holder seeking to sell securities under a Registration Statement filed pursuant to this Agreement to be specifically identified as an ”underwriter” in order to permit such Registration Statement to become effective, and such Holder does not consent to being so named as an underwriter in such Registration Statement, then, in each such case, the Partnership shall reduce the total number of Registrable Securities to be registered on behalf of such Holder, until such time as the Commission does not require such identification or until such Holder accepts such identification and the manner thereof. Each such excluded Registrable Security shall be referred to herein as an “Excluded Registrable Security” from the date of effectiveness of the initial Shelf Registration Statement to but not including the earliest of the date (i) such Excluded Registrable Security is no longer a Registrable Security as defined herein or (ii) such Excluded Registrable Security is included in an effective Shelf Registration Statement. Subject to the provisions of this Rights Agreement, the Partnership shall use its commercially reasonable efforts to file and have declared effective one or more subsequent Shelf Registration Statements or amendments thereto that include the Excluded Registrable Securities of any Holder excluded from the initial Shelf Registration Statement at such time as it may do so in accordance with the Securities Act as interpreted by the Commission. In addition, if no such Shelf Registration Statement has been filed and a Holder holds Excluded Registrable Securities that are no longer required by the Commission to be excluded from a Shelf Registration Statement, upon delivery of a written request to the Partnership by such Holder, the Partnership shall file a Shelf Registration Statement that includes such Holder’s Excluded Registrable Securities within 30 days of such request. Except with respect to the time periods for filing and effectiveness, any such subsequent Shelf Registration Statement shall be subject to the same provisions of this Agreement as the initial Shelf Registration Statement.

Deadline To Go Effective. As soon as practicable following the Closing, but in any event within 180 45 days of the ClosingClosing Date, the Partnership PAPI shall prepare and file a Shelf Registration Statement registration statement under the Securities Act to permit the resale of the Registrable Securities from time to time, including as permitted by Rule 415 under the Securities Act (or any similar provision then in force under the Securities Act) with respect to all of the Registrable SecuritiesSecurities (the “Registration Statement”). The Partnership PAPI shall use its commercially reasonable efforts to cause the Shelf Registration Statement to become effective no later than 270 135 days after following the date of Closing Date. A Registration Statement filed pursuant to this Section 2.01 shall be on Form S-3 (except if PAPI is not then eligible to register for resale the ClosingRegistrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith). The Partnership PAPI will use its commercially reasonable efforts to cause the Shelf Registration Statement filed pursuant to this Section 2.01 to be continuously effective under the Securities Act until the earlier of (i) the date on as of which all such Registrable Securities have ceased to be are sold by the Purchasers or (ii) the date when such Registrable Securities become eligible for resale without restriction (including, but not limited to, volume limitations) under Rule 144(k) (or any similar provision then in force) under the Securities Act (the “Effectiveness Period”). The Shelf Registration Statement when declared effective (including any the documents incorporated therein by reference) will shall comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Notwithstanding anything to the contrary contained As provided in this Agreement, in the event the Commission seeks to characterize the Shelf Registration Statement as constituting an offering of securities by or on behalf of the Partnership, such that the Commission does not permit such Registration Statement to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Holders participating therein (or as otherwise may be acceptable to each HolderSection 2.01(d) without being named therein as an “underwriter,” then the Partnership shall reduce the number of Registrable Securities to be included in the Shelf Registration Statement by all Holders until such time as the Commission shall so permit such Shelf Registration Statement to become effective as aforesaid. In making such reduction, the Partnership shall reduce the number of Registrable Securities to be included by all Holders on a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each Holder) unless the inclusion of Registrable Securities by one or more particular Holders is resulting in the Commission’s position that the offering is being made ”by or on behalf of the Company,” in which event the Registrable Securities held by such Holder(s) shall be the only Registrable Securities subject to reduction (and, if by more than one Holder, on a pro rata basis by such Holders or on such other basis as would result in the exclusion of the least number of Registrable Securities by all such Holders). In addition, in the event that the Commission requires any Holder seeking to sell securities under a Registration Statement filed pursuant to this Agreement to be specifically identified as an ”underwriter” in order to permit such Registration Statement to become effective, and such Holder does not consent to being so named as an underwriter in such Registration Statement, then, in each such case, the Partnership shall reduce the total number of Registrable Securities to be registered on behalf of such Holder, until such time as the Commission does not require such identification or until such Holder accepts such identification and the manner thereof. Each such excluded Registrable Security shall be referred to herein as an “Excluded Registrable Security” from the date of effectiveness of the initial Shelf Registration Statement to but not including the earliest of the date (i) such Excluded Registrable Security is no longer a Registrable Security as defined herein or (ii) such Excluded Registrable Security is included in an effective Shelf Registration Statement. Subject to the provisions of this Agreement, the Partnership PAPI shall use its commercially reasonable efforts be required to file and have declared effective one or more subsequent Shelf Registration Statements or amendments thereto that include maintain the Excluded Registrable Securities effectiveness of any Holder excluded from as many registration statements as are necessary to register all of the initial Shelf Registration Statement at such time as it may do so in accordance with the Securities Act as interpreted by the Commission. In addition, if no such Shelf Registration Statement has been filed and a Holder holds Excluded Registrable Securities that are no longer required by the Commission to be excluded from a Shelf Registration Statement, upon delivery of a written request to the Partnership by such Holder, the Partnership shall file a Shelf Registration Statement that includes such Holder’s Excluded Registrable Securities within 30 days of such request. Except with respect to the time periods for filing and effectiveness, any such subsequent Shelf Registration Statement shall be subject to the same provisions of this Agreement as the initial Shelf Registration StatementConsideration Shares.

Deadline To Go Effective. As soon as practicable following the Closing, but in any event within 180 days of the Closing, the Partnership Copano shall prepare and file a Shelf Registration Statement within 60 days of the Closing Date under the Securities Act with respect to all of the Registrable SecuritiesSecurities (which should be effective automatically if Copano continues to meet the Commission’s definition of a “Well Known Seasoned Issuer”). The Partnership If Copano does not meet the Commission’s definition of Well-Known Seasoned Issuer, Copano shall use its commercially reasonable efforts to cause the Shelf Registration Statement to become effective no later than 270 120 days after the date of the ClosingClosing Date. The Partnership A Shelf Registration Statement filed pursuant to this Section 2.01 shall be on an appropriate registration form under the Securities Act selected by Copano; provided, however, that if a prospectus supplement will be used in connection with the marketing of an Underwritten Offering from the Shelf Registration Statement and the Managing Underwriter at any time shall notify Copano in writing that, in the sole judgment of such Managing Underwriter, inclusion of detailed information to be used in such prospectus supplement is of material importance to the success of the Underwritten Offering of such Registrable Securities, Copano shall use its commercially reasonable efforts to include such information in the prospectus. Copano will use its commercially reasonable efforts to cause the Shelf Registration Statement filed pursuant to this Section 2.01 to be continuously effective under the Securities Act until the earlier of (i) the date on as of which all such Registrable Securities have been sold by the Purchaser or (ii) the date on which all Registrable Securities covered by the Shelf Registration Statement have ceased to be Registrable Securities hereunder in accordance with Section 1.02 above (the “Effectiveness Period”). The Shelf Registration Statement when declared effective (including any the documents incorporated therein by reference) will shall comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Notwithstanding anything to the contrary contained in this Agreement, in the event the Commission seeks to characterize the Shelf Registration Statement as constituting an offering of securities by or on behalf of the Partnership, such that the Commission does not permit such Registration Statement to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Holders participating therein (or as otherwise may be acceptable to each Holder) without being named therein as an “underwriter,” then the Partnership shall reduce the number of Registrable Securities to be included in the Shelf Registration Statement by all Holders until such time as the Commission shall so permit such Shelf Registration Statement to become effective as aforesaid. In making such reduction, the Partnership shall reduce the number of Registrable Securities to be included by all Holders on a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each Holder) unless the inclusion of Registrable Securities by one or more particular Holders is resulting in the Commission’s position that the offering is being made ”by or on behalf of the Company,” in which event the Registrable Securities held by such Holder(s) shall be the only Registrable Securities subject to reduction (and, if by more than one Holder, on a pro rata basis by such Holders or on such other basis as would result in the exclusion of the least number of Registrable Securities by all such Holders). In addition, in the event that the Commission requires any Holder seeking to sell securities under a Registration Statement filed pursuant to this Agreement to be specifically identified as an ”underwriter” in order to permit such Registration Statement to become effective, and such Holder does not consent to being so named as an underwriter in such Registration Statement, then, in each such case, the Partnership shall reduce the total number of Registrable Securities to be registered on behalf of such Holder, until such time as the Commission does not require such identification or until such Holder accepts such identification and the manner thereof. Each such excluded Registrable Security shall be referred to herein as an “Excluded Registrable Security” from the date of effectiveness of the initial Shelf Registration Statement to but not including the earliest of the date (i) such Excluded Registrable Security is no longer a Registrable Security as defined herein or (ii) such Excluded Registrable Security is included in an effective Shelf Registration Statement. Subject to the provisions of this Agreement, the Partnership shall use its commercially reasonable efforts to file and have declared effective one or more subsequent Shelf Registration Statements or amendments thereto that include the Excluded Registrable Securities of any Holder excluded from the initial Shelf Registration Statement at such time as it may do so in accordance with the Securities Act as interpreted by the Commission. In addition, if no such Shelf Registration Statement has been filed and a Holder holds Excluded Registrable Securities that are no longer required by the Commission to be excluded from a Shelf Registration Statement, upon delivery of a written request to the Partnership by such Holder, the Partnership shall file a Shelf Registration Statement that includes such Holder’s Excluded Registrable Securities within 30 days of such request. Except with respect to the time periods for filing and effectiveness, any such subsequent Shelf Registration Statement shall be subject to the same provisions of this Agreement as the initial Shelf Registration Statement.

Deadline To Go Effective. As soon as practicable following the Closing, but in any event within 180 days of the Closing, the Partnership shall prepare and file a Shelf Registration Statement under the Securities Act with respect to all of the Registrable Securities. The Partnership shall use its commercially reasonable efforts to cause the Shelf Registration Statement to become effective no later than 270 days after the date of the Closing. The Partnership will use its commercially reasonable efforts to cause the Shelf Registration Statement filed pursuant to this Section 2.01 to be continuously effective under the Securities Act until the date on which all such Registrable Securities have ceased to be Registrable Securities (the “Effectiveness Period”). The Shelf Registration Statement when declared effective (including any documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Notwithstanding anything to the contrary contained in this Agreement, in the event the Commission seeks to characterize the Shelf Registration Statement as constituting an offering of securities by or on behalf of the Partnership, such that the Commission does not permit such Registration Statement to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Holders participating therein (or as otherwise may be acceptable to each Holder) without being named therein as an “underwriter,” then the Partnership shall reduce the number of Registrable Securities to be included in the Shelf Registration Statement by all Holders until such time as the Commission shall so permit such Shelf Registration Statement to become effective as aforesaid. In making such reduction, the Partnership shall reduce the number of Registrable Securities to be included by all Holders on a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each Holder) unless the inclusion of Registrable Securities by one or more particular Holders is resulting in the Commission’s position that the offering is being made ”“by or on behalf of the Company,” in which event the Registrable Securities held by such Holder(s) shall be the only Registrable Securities subject to reduction (and, if by more than one Holder, on a pro rata basis by such Holders or on such other basis as would result in the exclusion of the least number of Registrable Securities by all such Holders). In addition, in the event that the Commission requires any Holder seeking to sell securities under a Registration Statement filed pursuant to this Agreement to be specifically identified as an ”“underwriter” in order to permit such Registration Statement to become effective, and such Holder does not consent to being so named as an underwriter in such Registration Statement, then, in each such case, the Partnership shall reduce the total number of Registrable Securities to be registered on behalf of such Holder, until such time as the Commission does not require such identification or until such Holder accepts such identification and the manner thereof. Each such excluded Registrable Security shall be referred to herein as an “Excluded Registrable Security” from the date of effectiveness of the initial Shelf Registration Statement to but not including the earliest of the date (i) such Excluded Registrable Security is no longer a Registrable Security as defined herein or (ii) such Excluded Registrable Security is included in an effective Shelf Registration Statement. Subject to the provisions of this Agreement, the Partnership shall use its commercially reasonable efforts to file and have declared effective one or more subsequent Shelf Registration Statements or amendments thereto that include the Excluded Registrable Securities of any Holder excluded from the initial Shelf Registration Statement at such time as it may do so in accordance with the Securities Act as interpreted by the Commission. In addition, if no such Shelf Registration Statement has been filed and a Holder holds Excluded Registrable Securities that are no longer required by the Commission to be excluded from a Shelf Registration Statement, upon delivery of a written request to the Partnership by such Holder, the Partnership shall file a Shelf Registration Statement that includes such Holder’s Excluded Registrable Securities within 30 days of such request. Except with respect to the time periods for filing and effectiveness, any such subsequent Shelf Registration Statement shall be subject to the same provisions of this Agreement as the initial Shelf Registration Statement.

Deadline To Go Effective. As soon as practicable following the Closing, but in any event within 180 90 days (subject to adjustment as set forth below) of the ClosingClosing Date, the Partnership Eagle Rock shall prepare and file a Shelf Registration Statement registration statement under the Securities Act, or amend a previously filed registration statement under the Securities Act to name the Purchasers as selling unitholders, to permit the resale of the Registrable Securities from time to time, including as permitted by Rule 415 under the Securities Act (or any similar provision then in force under the Securities Act) with respect to all of the Registrable SecuritiesSecurities (the “Registration Statement”); provided, however, that if the date that is 90 days following the Closing Date falls in the month preceding the first month that Eagle Rock is eligible to use Form S-3 for a primary offering (the “S-3 Eligible Month”), then Eagle Rock shall have until the fifth Business Day of the S-3 Eligible Month to file such Registration Statement so long as the Registration Statement is filed on Form S-3. The Partnership Eagle Rock shall use its commercially reasonable efforts to cause the Shelf Registration Statement to become effective no later than 270 120 days after following the date Closing Date. A Registration Statement filed pursuant to this Section 2.01 shall be on such appropriate registration form of the ClosingCommission as shall be selected by Eagle Rock. The Partnership Eagle Rock will use its commercially reasonable efforts to cause the Shelf Registration Statement filed pursuant to this Section Section 2.01 to be continuously effective under the Securities Act until the earlier of (i) the date on as of which all such Registrable Securities have ceased to be are sold by the Purchasers or (ii) the date when such Registrable Securities become eligible for resale under Rule 144(k) (or any similar provision then in force) under the Securities Act (the “Effectiveness Period”). The Shelf Registration Statement when declared effective (including any the documents incorporated therein by reference) will shall comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Notwithstanding anything to the contrary contained in this Agreement, in the event the Commission seeks to characterize the Shelf Registration Statement as constituting an offering of securities by or on behalf of the Partnership, such that the Commission does not permit such Registration Statement to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Holders participating therein (or as otherwise may be acceptable to each Holder) without being named therein as an “underwriter,” then the Partnership shall reduce the number of Registrable Securities to be included in the Shelf Registration Statement by all Holders until such time as the Commission shall so permit such Shelf Registration Statement to become effective as aforesaid. In making such reduction, the Partnership shall reduce the number of Registrable Securities to be included by all Holders on a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each Holder) unless the inclusion of Registrable Securities by one or more particular Holders is resulting in the Commission’s position that the offering is being made ”by or on behalf of the Company,” in which event the Registrable Securities held by such Holder(s) shall be the only Registrable Securities subject to reduction (and, if by more than one Holder, on a pro rata basis by such Holders or on such other basis as would result in the exclusion of the least number of Registrable Securities by all such Holders). In addition, in the event that the Commission requires any Holder seeking to sell securities under a Registration Statement filed pursuant to this Agreement to be specifically identified as an ”underwriter” in order to permit such Registration Statement to become effective, and such Holder does not consent to being so named as an underwriter in such Registration Statement, then, in each such case, the Partnership shall reduce the total number of Registrable Securities to be registered on behalf of such Holder, until such time as the Commission does not require such identification or until such Holder accepts such identification and the manner thereof. Each such excluded Registrable Security shall be referred to herein as an “Excluded Registrable Security” from the date of effectiveness of the initial Shelf Registration Statement to but not including the earliest of the date (i) such Excluded Registrable Security is no longer a Registrable Security as defined herein or (ii) such Excluded Registrable Security is included in an effective Shelf Registration Statement. Subject to the provisions of this Agreement, the Partnership shall use its commercially reasonable efforts to file and have declared effective one or more subsequent Shelf Registration Statements or amendments thereto that include the Excluded Registrable Securities of any Holder excluded from the initial Shelf Registration Statement at such time as it may do so in accordance with the Securities Act as interpreted by the Commission. In addition, if no such Shelf Registration Statement has been filed and a Holder holds Excluded Registrable Securities that are no longer required by the Commission to be excluded from a Shelf Registration Statement, upon delivery of a written request to the Partnership by such Holder, the Partnership shall file a Shelf Registration Statement that includes such Holder’s Excluded Registrable Securities within 30 days of such request. Except with respect to the time periods for filing and effectiveness, any such subsequent Shelf Registration Statement shall be subject to the same provisions of this Agreement as the initial Shelf Registration Statement.

Deadline To Go Effective. As soon as practicable following the ClosingConversion, but in any event within 180 days of the Closing, the Partnership Copano shall prepare and file a Shelf Registration Statement within 60 days of the Conversion under the Securities Act with respect to all of the Registrable SecuritiesSecurities (which should be effective automatically if Copano continues to meet the Commission’s definition of a “Well Known Seasoned Issuer”). The Partnership If Copano does not meet the Commission’s definition of Well-Known Seasoned Issuer, Copano shall use its commercially reasonable efforts to cause the Shelf Registration Statement to become effective no later than 270 120 days after the date of the ClosingConversion. The Partnership A Shelf Registration Statement filed pursuant to this Section 2.01 shall be on an appropriate registration form under the Securities Act selected by Copano; provided, however, that if a prospectus supplement will be used in connection with the marketing of an Underwritten Offering from the Shelf Registration Statement and the Managing Underwriter at any time shall notify Copano in writing that, in the sole judgment of such Managing Underwriter, inclusion of detailed information to be used in such prospectus supplement is of material importance to the success of the Underwritten Offering of such Registrable Securities, Copano shall use its commercially reasonable efforts to include such information in the prospectus. Copano will use its commercially reasonable efforts to cause the Shelf Registration Statement filed pursuant to this Section 2.01 to be continuously effective under the Securities Act until the earlier of (i) the date on as of which all such Registrable Securities have been sold by the Holders or (ii) the date on which all Registrable Securities covered by the Shelf Registration Statement have ceased to be Registrable Securities hereunder in accordance with Section 1.02 above (the “Effectiveness Period”). The Shelf Registration Statement when declared effective (including any the documents incorporated therein by reference) will shall comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Notwithstanding anything to the contrary contained in this Agreement, in the event the Commission seeks to characterize the Shelf Registration Statement as constituting an offering of securities by or on behalf of the Partnership, such that the Commission does not permit such Registration Statement to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Holders participating therein (or as otherwise may be acceptable to each Holder) without being named therein as an “underwriter,” then the Partnership shall reduce the number of Registrable Securities to be included in the Shelf Registration Statement by all Holders until such time as the Commission shall so permit such Shelf Registration Statement to become effective as aforesaid. In making such reduction, the Partnership shall reduce the number of Registrable Securities to be included by all Holders on a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each Holder) unless the inclusion of Registrable Securities by one or more particular Holders is resulting in the Commission’s position that the offering is being made ”by or on behalf of the Company,” in which event the Registrable Securities held by such Holder(s) shall be the only Registrable Securities subject to reduction (and, if by more than one Holder, on a pro rata basis by such Holders or on such other basis as would result in the exclusion of the least number of Registrable Securities by all such Holders). In addition, in the event that the Commission requires any Holder seeking to sell securities under a Registration Statement filed pursuant to this Agreement to be specifically identified as an ”underwriter” in order to permit such Registration Statement to become effective, and such Holder does not consent to being so named as an underwriter in such Registration Statement, then, in each such case, the Partnership shall reduce the total number of Registrable Securities to be registered on behalf of such Holder, until such time as the Commission does not require such identification or until such Holder accepts such identification and the manner thereof. Each such excluded Registrable Security shall be referred to herein as an “Excluded Registrable Security” from the date of effectiveness of the initial Shelf Registration Statement to but not including the earliest of the date (i) such Excluded Registrable Security is no longer a Registrable Security as defined herein or (ii) such Excluded Registrable Security is included in an effective Shelf Registration Statement. Subject to the provisions of this Agreement, the Partnership shall use its commercially reasonable efforts to file and have declared effective one or more subsequent Shelf Registration Statements or amendments thereto that include the Excluded Registrable Securities of any Holder excluded from the initial Shelf Registration Statement at such time as it may do so in accordance with the Securities Act as interpreted by the Commission. In addition, if no such Shelf Registration Statement has been filed and a Holder holds Excluded Registrable Securities that are no longer required by the Commission to be excluded from a Shelf Registration Statement, upon delivery of a written request to the Partnership by such Holder, the Partnership shall file a Shelf Registration Statement that includes such Holder’s Excluded Registrable Securities within 30 days of such request. Except with respect to the time periods for filing and effectiveness, any such subsequent Shelf Registration Statement shall be subject to the same provisions of this Agreement as the initial Shelf Registration Statement.

Deadline To Go Effective. As soon as practicable following the Closing, but in any event within 180 90 days (subject to adjustment as set forth below) of the ClosingClosing Date, the Partnership Eagle Rock shall prepare and file a Shelf Registration Statement registration statement under the Securities Act, or amend a previously filed registration statement under the Securities Act to name the Purchasers as selling unitholders, to permit the resale of the Registrable Securities from time to time, including as permitted by Rule 415 under the Securities Act (or any similar provision then in force under the Securities Act) with respect to all of the Registrable SecuritiesSecurities (the “Registration Statement”); provided, however, that if the date that is 90 days following the Closing Date falls in the month preceding the first month that Eagle Rock is eligible to use Form S-3 for a primary offering (the “S-3 Eligible Month”), then Eagle Rock shall have until the fifth Business Day of the S-3 Eligible Month to file such Registration Statement so long as the Registration Statement is filed on Form S-3. The Partnership Eagle Rock shall use its commercially reasonable efforts to cause the Shelf Registration Statement to become effective no later than 270 120 days after following the date Closing Date. A Registration Statement filed pursuant to this Section 2.01 shall be on such appropriate registration form of the ClosingCommission as shall be selected by Eagle Rock. The Partnership Eagle Rock will use its commercially reasonable efforts to cause the Shelf Registration Statement filed pursuant to this Section 2.01 to be continuously effective under the Securities Act until the earlier of (i) the date on as of which all such Registrable Securities have ceased to be are sold by the Purchasers or (ii) the date when such Registrable Securities become eligible for resale under Rule 144(k) (or any similar provision then in force) under the Securities Act (the “Effectiveness Period”). The Shelf Registration Statement when declared effective (including any the documents incorporated therein by reference) will shall comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Notwithstanding anything to the contrary contained in this Agreement, in the event the Commission seeks to characterize the Shelf Registration Statement as constituting an offering of securities by or on behalf of the Partnership, such that the Commission does not permit such Registration Statement to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Holders participating therein (or as otherwise may be acceptable to each Holder) without being named therein as an “underwriter,” then the Partnership shall reduce the number of Registrable Securities to be included in the Shelf Registration Statement by all Holders until such time as the Commission shall so permit such Shelf Registration Statement to become effective as aforesaid. In making such reduction, the Partnership shall reduce the number of Registrable Securities to be included by all Holders on a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each Holder) unless the inclusion of Registrable Securities by one or more particular Holders is resulting in the Commission’s position that the offering is being made ”by or on behalf of the Company,” in which event the Registrable Securities held by such Holder(s) shall be the only Registrable Securities subject to reduction (and, if by more than one Holder, on a pro rata basis by such Holders or on such other basis as would result in the exclusion of the least number of Registrable Securities by all such Holders). In addition, in the event that the Commission requires any Holder seeking to sell securities under a Registration Statement filed pursuant to this Agreement to be specifically identified as an ”underwriter” in order to permit such Registration Statement to become effective, and such Holder does not consent to being so named as an underwriter in such Registration Statement, then, in each such case, the Partnership shall reduce the total number of Registrable Securities to be registered on behalf of such Holder, until such time as the Commission does not require such identification or until such Holder accepts such identification and the manner thereof. Each such excluded Registrable Security shall be referred to herein as an “Excluded Registrable Security” from the date of effectiveness of the initial Shelf Registration Statement to but not including the earliest of the date (i) such Excluded Registrable Security is no longer a Registrable Security as defined herein or (ii) such Excluded Registrable Security is included in an effective Shelf Registration Statement. Subject to the provisions of this Agreement, the Partnership shall use its commercially reasonable efforts to file and have declared effective one or more subsequent Shelf Registration Statements or amendments thereto that include the Excluded Registrable Securities of any Holder excluded from the initial Shelf Registration Statement at such time as it may do so in accordance with the Securities Act as interpreted by the Commission. In addition, if no such Shelf Registration Statement has been filed and a Holder holds Excluded Registrable Securities that are no longer required by the Commission to be excluded from a Shelf Registration Statement, upon delivery of a written request to the Partnership by such Holder, the Partnership shall file a Shelf Registration Statement that includes such Holder’s Excluded Registrable Securities within 30 days of such request. Except with respect to the time periods for filing and effectiveness, any such subsequent Shelf Registration Statement shall be subject to the same provisions of this Agreement as the initial Shelf Registration Statement.