Common use of Failure to Become Effective Clause in Contracts

Failure to Become Effective. If the Registration Statement required by this Section 2.01 is not effective by the Target Effective Date, then each Purchaser shall be entitled to a payment with respect to such Purchaser’s Registrable Securities, as liquidated damages and not as a penalty, of 0.25% of the Liquidated Damages Multiplier per 30-day period for the first 30 days following the Target Effective Date, increasing by an additional 0.25% of the Liquidated Damages Multiplier per 30-day period for each subsequent 30 days, up to a maximum of 1.00% of the Liquidated Damages Multiplier per 30-day period (the “Liquidated Damages”). The Liquidated Damages payable pursuant to the immediately preceding sentence shall be payable within ten Business Days of the end of each such 30-day period. Liquidated Damages for any period of less than 30 days shall be prorated by multiplying Liquidated Damages to be paid in a full 30-day period by a fraction, the numerator of which is the number of days for which Liquidated Damages are owed, and the denominator of which is 30. Any Liquidated Damages shall be paid to each Purchaser in cash or immediately available funds; provided, however, if Atlas Pipeline Partners certifies that it is unable to pay Liquidated Damages in cash or immediately available funds because such payment would result in a breach under any of Atlas Pipeline Partners’ or Atlas Pipeline Partners’ Subsidiaries’ credit facilities or other indebtedness filed as exhibits to the Atlas Pipeline Partners SEC Documents, then Atlas Pipeline Partners may pay the Liquidated Damages in kind in the form of the issuance of additional Common Units. Upon any issuance of Common Units as Liquidated Damages, Atlas Pipeline Partners shall promptly prepare and file an amendment to the Registration Statement prior to its effectiveness adding such Common Units to such Registration Statement as additional Registrable Securities. The determination of the number of Common Units to be issued as Liquidated Damages shall be equal to the amount of Liquidated Damages divided by the volume weighted average closing price of the Common Units (as reported by The New York Stock Exchange) for the ten trading days immediately preceding the date on which the Liquidated Damages payment is due, less a discount of 2%. Any obligation of Atlas Pipeline Partners to pay Liquidated Damages (other than Liquidated Damages owing but not yet paid) to a Purchaser shall cease two years following the Closing Date. As soon as practicable following the date that the Registration Statement or any post-effective amendment thereto becomes effective, but in any event within two Business Days of such date, Atlas Pipeline Partners shall provide the Purchasers with written notice of the effectiveness of the Registration Statement.

Failure to Become Effective. If the Registration Statement required by this Section 2.01 is not effective by the Target Effective Date, then each Purchaser shall be entitled to a payment with respect to such Purchaser’s Registrable Securities, as liquidated damages and not as a penalty, of 0.25% of the Liquidated Damages Multiplier per 30-day period for the first 30 days following the Target Effective Date, increasing by an additional 0.25% of the Liquidated Damages Multiplier per 30-day period for each subsequent 30 days, up to a maximum of 1.00% of the Liquidated Damages Multiplier per 30-day period (the “Liquidated Damages”). The Liquidated Damages payable pursuant to the immediately preceding sentence shall be payable within ten Business Days of the end of each such 30-day period. Liquidated Damages for any period of less than 30 days shall be prorated by multiplying Liquidated Damages to be paid in a full 30-day period by a fraction, the numerator of which is the number of days for which Liquidated Damages are owed, and the denominator of which is 30. Any Liquidated Damages shall be paid to each Purchaser in cash or immediately available funds; provided, however, if Atlas Pipeline Partners Holdings certifies that it is unable to pay Liquidated Damages in cash or immediately available funds because such payment would result in a breach under any of Atlas Pipeline PartnersHoldings’ or Atlas Pipeline Partners’ Subsidiaries’ Partners GP’s credit facilities or other indebtedness filed as exhibits to the Atlas Pipeline Partners Holdings SEC Documents, then Atlas Pipeline Partners Holdings may pay the Liquidated Damages in kind in the form of the issuance of additional Common Units. Upon any issuance of Common Units as Liquidated Damages, Atlas Pipeline Partners Holdings shall promptly prepare and file an amendment to the Registration Statement prior to its effectiveness adding such Common Units to such Registration Statement as additional Registrable Securities. The determination of the number of Common Units to be issued as Liquidated Damages shall be equal to the amount of Liquidated Damages divided by the volume weighted average closing price of the Common Units (as reported by The New York Stock Exchange) for the ten trading days immediately preceding the date on which the Liquidated Damages payment is due, less a discount of 2%. Any obligation of Atlas Pipeline Partners Holdings to pay Liquidated Damages (other than Liquidated Damages owing but not yet paid) to a Purchaser shall cease two years following the Closing Date. As soon as practicable following the date that the Registration Statement or any post-effective amendment thereto becomes effective, but in any event within two Business Days of such date, Atlas Pipeline Partners Holdings shall provide the Purchasers with written notice of the effectiveness of the Registration Statement.

Failure to Become Effective. If Subject to the terms of Section 2.01(g) below, if the Shelf Registration Statement required by this Section 2.01 does not become or is not declared effective by as to all or any portion of the Registrable Securities on or before the Target Effective DateDate (or the Effective Date Deadline in the event of a Rule 415 Event, as applicable), then each Purchaser shall be entitled to a payment (with respect to the Registrable Securities of each such Purchaser’s Registrable Securities), as liquidated damages and not as a penalty, of 0.25% of the Liquidated Damages Multiplier per 30-day period for the first 30 days following the Target Effective Date, increasing by an additional 0.25% of the Liquidated Damages Multiplier per 30-day period for each subsequent 30 days, up to a maximum of 1.00% of the Liquidated Damages Multiplier per each non-overlapping 30-day period following the Target Effective Date (or the Effective Date Deadline in the event of a Rule 415 Event, as applicable) (the “Liquidated Damages”). The Liquidated Damages payable pursuant to ) until such filing failure is cured or until the immediately preceding sentence shall be payable within ten Business Days of date two (2) years after the end of each such 30-day period. Closing Date; provided, that the Liquidated Damages for any period of less than 30 days shall be prorated by multiplying the Liquidated Damages to be paid in a full 30-day period by a fraction, the numerator of which is the number of days for which Liquidated Damages such liquidated damages are owed, and the denominator of which is 30; provided, further, that if there is a change in the Law or accounting principles generally accepted in the United States that would result in the Purchased Units being treated as debt securities instead of equity securities for purposes of the Partnership’s financial statements because of the Liquidated Damages, then the aggregate amount of the Liquidated Damages payable by the Partnership under this Agreement to each Purchaser shall not exceed the maximum amount of the Liquidated Damages Multiplier with respect to such Purchaser allowed for the Purchased Units not to be treated as debt securities for purposes of the Partnership’s financial statements. The Liquidated Damages payable pursuant to the immediately preceding sentence shall be payable within ten (10) Business Days after the end of each such non-overlapping 30-day period. Any Liquidated Damages shall be paid to each Purchaser in cash or immediately available funds; provided, however, if Atlas Pipeline Partners the Partnership certifies that it is unable to pay Liquidated Damages in cash or immediately available funds because such payment would result in a breach under any of Atlas Pipeline Partners’ or Atlas Pipeline Partners’ Subsidiaries’ a credit facilities facility or other indebtedness debt instrument filed as exhibits to the Atlas Pipeline Partners Partnership SEC Documents, then Atlas Pipeline Partners the Partnership may pay the Liquidated Damages in kind in the form of the issuance of additional Common Units. Upon any issuance of Common Units as Liquidated Damages, Atlas Pipeline Partners the Partnership shall promptly (i) prepare and file an amendment to the a new Shelf Registration Statement prior to its effectiveness or any existing Shelf Registration Statement adding such Common Units to such Shelf Registration Statement as additional Registrable SecuritiesSecurities and (ii) prepare and file a supplemental listing application with Nasdaq to list such additional Units. The determination of the number of Common Units to be issued as Liquidated Damages shall be equal to the amount of Liquidated Damages divided by the volume weighted average closing price of the Common Partnership’s Units (as reported by The New York Stock Exchange) on Nasdaq for the ten (10) trading days immediately preceding the date on which the Liquidated Damages payment is due, less a discount of 25.0%. Any obligation The payment of Atlas Pipeline Partners to pay Liquidated Damages (other than Liquidated Damages owing but not yet paid) to a Purchaser shall cease two years following as to any Registrable Securities that cease to be Registrable Securities as provided in Section 1.02 above, or at such time as the Closing Date. As soon as practicable following the date that the Registration Statement Purchased Units can be disposed of by such Purchaser pursuant to Rule 144(k) (or any post-effective amendment thereto becomes effective, but similar provision then in any event within two Business Days of such date, Atlas Pipeline Partners shall provide force) under the Purchasers with written notice of the effectiveness of the Registration StatementSecurities Act.