Common use of S-3 Registration Clause in Contracts

S-3 Registration. In the event that the Purchaser, together with its Affiliates, elects to dispose of Registrable Securities under a Registration Statement pursuant to an Underwritten Offering and reasonably expects gross proceeds of at least $50 million from such Underwritten Offering (together with any Registrable Securities to be disposed of by a Selling Holder who has elected to participate in such Underwritten Offering pursuant to Section 2.02), the Partnership shall, at the request of such Selling Holder(s), enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Partnership with the Managing Underwriter or underwriters selected by the Partnership, which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.08, and shall take all such other reasonable actions as are requested by the Managing Underwriter in order to expedite or facilitate the disposition of such Registrable Securities; provided, however, that the Partnership shall have no obligation to facilitate or participate in, including entering into any underwriting agreement, more than four (4) Underwritten Offerings requested by the Purchaser or any of its Affiliates (which shall never occur within 180 days of each other) or any Underwritten Offering of Preferred Unit Registrable Securities prior to the second anniversary of the issuance of the Series B Preferred Units; provided, further, that if the Partnership is conducting or actively pursuing a securities offering of the Partnership’s Common Units with anticipated offering proceeds of at least $150 million (other than in connection with any at-the-market offering or similar continuous offering program), then the Partnership may suspend such Selling Holder’s right to require the Partnership to conduct an Underwritten Offering on such Selling Holder’s behalf pursuant to this Section 2.03; provided, however, that the Partnership may (A) only suspend such Selling Holder’s right to require the Partnership to conduct an Underwritten Offering pursuant to this Section 2.03 once in any six-month period and (B) not during any 60-day period following the Partnership’s conversion of Series B Preferred Units into Common Units pursuant to Paragraph 10(b) of the Supplemental Terms Annex, except, with respect to clause (B), when the Partnership determines in good faith that such suspension is necessary due to the occurrence of an event that (I) was not within the control of the Partnership and (II) by the exercise of reasonable due diligence, the Partnership is unable to prevent.

S-3 Registration. In the event that the Purchaser, together with its Affiliates, elects Stonepeak or Magnetar elect to dispose of Common Unit Registrable Securities under a Registration Statement pursuant to an Underwritten Offering and reasonably expects expect gross proceeds of at least $50 150 million from such Underwritten Offering (together with any Common Unit Registrable Securities to be disposed of by a Selling Holder who has elected to participate in such Underwritten Offering pursuant to Section 2.02), the Partnership shall, at the request of such Selling Holder(s), enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Partnership with the Managing Underwriter or underwriters Underwriters selected by the Partnership, which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.08, and shall take all such other reasonable actions as are requested by the Managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Common Unit Registrable Securities; provided, however, that the Partnership shall have no obligation to facilitate or participate in, including entering into any underwriting agreementagreement for more than: (i) four Underwritten Offerings at the request of Stonepeak, one of which will, at the option of Stonepeak, be designated the “Stonepeak Priority UW Request;” provided, that any Stonepeak Priority UW Request must be associated with Stonepeak’s reasonable expectation to effect an Underwritten Offering with anticipated gross proceeds of at least $250 million, (ii) one Underwritten Offering at the request of Magnetar; (iii) one Underwritten Offering in any 365-day period; provided, that, notwithstanding the foregoing limitation of more than four one Underwritten Offering in any 365-day period, (4A) if any Underwritten Offerings requested by Offering is initiated and Stonepeak does not include Common Unit Registrable Securities in such Underwritten Offering or Stonepeak requests to include Common Unit Registrable Securities in such Underwritten Offering and more than $100 million of such Common Unit Registrable Securities based on the Purchaser or Unit Purchase Price are excluded from such Underwritten Offering pursuant to Section 2.02(b)(ii), Stonepeak shall be entitled to initiate the Stonepeak Priority UW Request, (B) if any Underwritten Offering is initiated, Stonepeak includes Common Unit Registrable Securities in such Underwritten Offering and not more than $100 million of its Affiliates (which such Common Unit Registrable Securities based on the Unit Purchase Price are excluded from such Underwritten Offering pursuant to Section 2.02(b)(ii), Stonepeak shall never occur within be entitled to initiate the Stonepeak Priority UW Request after 180 days of each other) or any the completion of such Underwritten Offering of Preferred Unit Registrable Securities prior to and (C) either Stonepeak or Magnetar may initiate an Underwritten Offering 180 days after the second anniversary completion of the issuance of the Series B Preferred UnitsStonepeak Priority UW Request; and (iv) five Underwritten Offerings pursuant to this Agreement; provided, further, that if the Partnership Partnership, MPC or any of their respective Affiliates is conducting or actively pursuing a securities offering of the Partnership’s Common Units with anticipated gross offering proceeds of at least $150 million (other than in connection with any at-the-market offering or similar continuous offering program), then the Partnership may suspend such Selling Holder’s right to require the Partnership to conduct an Underwritten Offering on such Selling Holder’s behalf pursuant to this Section 2.03; provided, however, that the Partnership may (A) only suspend such Selling Holder’s right to require the Partnership to conduct an Underwritten Offering pursuant to this Section 2.03 once in any six-month period and (B) not during in no event for a period that exceeds an aggregate of 60 days in any 60180-day period following the Partnership’s conversion of Series B Preferred Units into Common Units pursuant to Paragraph 10(b) of the Supplemental Terms Annex, except, with respect to clause (B), when the Partnership determines or 90 days in good faith that such suspension is necessary due to the occurrence of an event that (I) was not within the control of the Partnership and (II) by the exercise of reasonable due diligence, the Partnership is unable to preventany 365-day period.

S-3 Registration. In the event that the Purchaser, together with its Affiliates, any Holder elects to dispose of Registrable Securities under a Registration Statement pursuant to an Underwritten Offering and either (i) reasonably expects gross proceeds of at least $50 million from such Underwritten Offering (together with any Registrable Securities to be disposed of by a Selling Holder who has elected to participate in such Underwritten Offering pursuant to Section 2.02)) or (ii) reasonably expects gross proceeds of at least $25 million from such Underwritten Offering (together with any Registrable Securities to be disposed of by a Selling Holder who has elected to participate in such Underwritten Offering pursuant to Section 2.02) and such Registrable Securities represent 100% of the then outstanding Registrable Securities held by the applicable Selling Holder and Affiliates, the Partnership Company shall, at the written request of such Selling Holder(s), enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Partnership Company with the Managing Underwriter or underwriters Underwriters selected by the PartnershipCompany after consultation with the Holders of a majority of the Registrable Securities included in such Underwritten Offering, which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.08, and shall take all such other reasonable actions as are requested by the Managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities; provided, however, that the Partnership shall have no obligation to facilitate or participate in, including entering into any underwriting agreement, more than four (4) Selling Holder may demand an Underwritten Offerings requested by the Purchaser or any of its Affiliates (which shall never occur Offering within 180 90 days of each other) or any another Underwritten Offering of Preferred Unit Registrable Securities prior to the second anniversary of the issuance of the Series B Preferred UnitsOffering; provided, further, that if the Partnership is Company or its Affiliates are conducting or actively pursuing a securities offering of the Partnership’s shares of Company Common Units Stock with anticipated gross offering proceeds of at least $150 50 million (other than in connection with any at-the-market offering or similar continuous offering program), then the Partnership Company may suspend such Selling Holder’s right to require the Partnership Company to conduct an Underwritten Offering on such Selling Holder’s behalf pursuant to this Section 2.03; provided, however, that the Partnership Company shall have no obligation to facilitate or participate in, including entering into any underwriting agreement for, more than three Underwritten Offerings at the request of the Holders in any 365-day period; provided, further, that the Company may (A) only suspend such Selling Holder’s right to require the Partnership Company to conduct an Underwritten Offering pursuant to this Section 2.03 once in any six-month period and in no event for a period that exceeds an aggregate of 45 days in any 180-day period or 75 days in any 365-day period; provided, further, that to the extent the Company suspends a Selling Holder’s right to require the Company to conduct an Underwritten Offering pursuant to this Section 2.03, and either (x) (A) such Selling Holder subsequently elects to participate in such Company Underwritten Offering pursuant to Section 2.02(a) and (B) not during any 60-day period following the Partnership’s conversion amount of Series B Preferred Units into Common Units Registrable Securities such Selling Holder elects to sell by participating in such Company Underwritten Offering is reduced (pursuant to Paragraph 10(bSection 2.02(b)) of the Supplemental Terms Annexby more than 50% or (y) such Selling Holder does not, exceptor is unable to, with respect participate in such Company Underwritten Offering pursuant to clause (BSection 2.02(a), when the Partnership determines in good faith that such suspension is necessary due Selling Holder shall not be subject to the occurrence of 90 day prohibition described in this paragraph on subsequent Underwritten Offerings until such Selling Holder’s next demand for an event that (I) was not within the control of the Partnership and (II) by the exercise of reasonable due diligence, the Partnership is unable Underwritten Offering pursuant to preventthis Section 2.03.

S-3 Registration. In the event that the Purchaser, together with its Affiliates, elects any one or more Holders elect to dispose of Registrable Securities that in the aggregate constitute more than 5% of the Outstanding Common Shares under a Registration Statement pursuant to an Underwritten Offering and reasonably expects expect gross proceeds of at least $50 20 million (determined by multiplying the number of Registrable Securities owned by the average of the closing price on the NYSE, NASDAQ, OTC Bulletin Board, Pink OTC Markets or any similar interdealer quotation system, for the Common Shares for the ten trading days preceding the date of such notice) from such Underwritten Offering (together with any Registrable Securities to be disposed of by a Selling Holder who has elected to participate in such Underwritten Offering pursuant to Section 2.02), the Partnership Company shall, at the request of such Selling Holder(s), enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Partnership Company with the Managing Underwriter or underwriters Underwriters selected by the PartnershipCompany, which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.08, and shall take all such other reasonable actions as are requested by the Managing Underwriter in order to expedite or facilitate the disposition of such Registrable Securities; provided, however, that the Partnership Company shall have no obligation to facilitate or participate in, including entering into any underwriting agreement, more than four an aggregate of two (42) Underwritten Offerings in any eighteen-month period requested by the Purchaser or any of its Affiliates (which shall never occur within 180 days of each other) or any Underwritten Offering of Preferred Unit Registrable Securities prior to the second anniversary of the issuance of the Series B Preferred UnitsHolders; provided, further, that if the Partnership Company is conducting or actively pursuing a securities offering of the Partnership’s Common Units with anticipated offering proceeds of at least $150 20 million (other than in connection with any at-the-market offering or similar continuous offering program), then the Partnership Company may suspend such Selling Holder’s right to require the Partnership Company to conduct an Underwritten Offering on such Selling Holder’s behalf pursuant to this Section 2.03; provided, however, that the Partnership Company may (A) only suspend such Selling Holder’s right to require the Partnership Company to conduct an Underwritten Offering pursuant to this Section 2.03 once in any six-six month period and (B) not during any 60-day period following the Partnership’s conversion of Series B Preferred Units into Common Units pursuant to Paragraph 10(b) of the Supplemental Terms Annex, except, with respect to clause (B), when the Partnership determines in good faith that such suspension is necessary due to the occurrence of an event that (I) was not within the control of the Partnership and (II) by the exercise of reasonable due diligence, the Partnership is unable to preventperiod.

S-3 Registration. In the event that the Purchaser, together with its Affiliates, any Holder elects to dispose of Registrable Securities under a Registration Statement pursuant to an Underwritten Offering and either (i) reasonably expects gross proceeds of at least $50 million from such Underwritten Offering or (together with any Registrable Securities to be disposed ii) reasonably expects gross proceeds of by a Selling Holder who has elected to participate in at least $25 million from such Underwritten Offering pursuant to Section 2.02)and such Registrable Securities represent 100% of the then outstanding Registrable Securities held by the applicable Selling Holder and Affiliates, the Partnership Company shall, at the written request of such Selling Holder(s), enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Partnership Company with the Managing Underwriter or underwriters selected by the PartnershipUnderwriters, which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.082.07, “lock-up” arrangements and shall take all such other reasonable actions as are requested by the Managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities; provided, however, that the Partnership Company shall have no obligation to facilitate or participate in, including entering into any underwriting agreementagreement for, more than four (4) two Underwritten Offerings requested by in any 365-day period; provided, further, that none of the Purchaser or any of its Affiliates (which foregoing Underwritten Offerings above shall never occur within 180 days of each other) . The Managing Underwriter or Underwriters of any Underwritten Offering shall be selected by the Company after consultation with the Holders of Preferred Unit a majority of the Registrable Securities prior included in such Underwritten Offering; provided, that such Holders shall have the right to the second anniversary select at least one of the issuance Managing Underwriters of the Series B Preferred Unitssuch Underwritten Offering; provided, further, that if in the Partnership event that any Underwritten Offering has only one Underwriter, the Holders of a majority of the Registrable Securities included in such Underwritten Offering shall propose three or more nationally prominent firms of investment bankers reasonably acceptable to the Company to act as such Underwriter in connection with such Underwritten Offering, from which the Company shall select such Underwriter. If the Company or any of its Affiliates is (A) conducting or actively pursuing an acquisition, merger, reorganization, disposition or other similar transaction, (B) conducting or actively pursuing a securities offering of the Partnership’s shares of Company Common Units Stock with anticipated gross offering proceeds of at least $150 50 million (other than in connection with any at-the-market offering or similar continuous offering program)) or (C) in possession of material non-public information affecting the Company Common Stock that Company has reasonably determined, after consultation with its outside legal counsel, should not be publicly disclosed at that time, then the Partnership Company may suspend such Selling Holder’s right to require the Partnership Company to conduct an Underwritten Offering on such Selling Holder’s behalf pursuant to this Section 2.032.02; provided, howeverfurther, that the Partnership Company may (A) only exercise its right to suspend such Selling Holder’s right to require the Partnership Company to conduct an Underwritten Offering pursuant to this Section 2.03 2.02, together with any exercise of its delay rights pursuant to Section 2.01(b), once in any six-month period and (B) not during in no event may it exercise any 60such rights for a period that exceeds an aggregate of 90 days in any 180-day period following the Partnership’s conversion of Series B Preferred Units into Common Units pursuant to Paragraph 10(b) of the Supplemental Terms Annex, except, with respect to clause (B), when the Partnership determines or 120 days in good faith that such suspension is necessary due to the occurrence of an event that (I) was not within the control of the Partnership and (II) by the exercise of reasonable due diligence, the Partnership is unable to prevent.any 365-day period