BBEP definition
Examples of BBEP in a sentence
Upon any issuance of Common Units as Liquidated Damages, BBEP 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.
BBEP shall have no obligation to include in the Registration Statement Common Units of a Holder, or in an Underwritten Offering pursuant to Section 2.2 of this Agreement, Common Units of a Selling Holder who has failed to timely furnish such information that, in the opinion of counsel to BBEP, is reasonably required in order for the registration statement or prospectus supplement, as applicable, to comply with the Securities Act.
From and after the date hereof, BBEP shall not, without the prior written consent of the Holders of a majority of the outstanding Registrable Securities, enter into any agreement with any current or future holder of any securities of BBEP that would allow such current or future holder to require BBEP to include securities in any registration statement filed by BBEP on a basis other than pari passu with, or subject to priority in favor of, Quicksilver.
If BBEP is unable to cause a Registration Statement to be declared effective by the Registration Deadline as a result of an acquisition, merger, reorganization, disposition or other similar transaction, then BBEP may request a waiver of the Liquidated Damages, which may be granted or withheld by the consent of the Holders of a majority of the Acquired Units, taken as a whole, in their sole discretion.
The provisions of this Agreement shall apply to the full extent set forth herein with respect to any and all units of BBEP or any successor or assign of BBEP (whether by merger, consolidation, sale of assets or otherwise) which may be issued in respect of, in exchange for or in substitution of, the Registrable Securities, and shall be appropriately adjusted for combinations, unit splits, recapitalizations and the like occurring after the date of this Agreement.
Each beneficial holder completing a Rights Offering Exercise Form certifies, to its actual knowledge, that any person wholly owned by or wholly owning (in each case, directly or indirectly) such holder either (i) is the owner of Existing BBEP Equity Interests of the type and in the amount(s) inserted into the boxes below or (ii) if no entries are made in the boxes below, does not own any Existing BBEP Equity Interests.
If any Selling Holder disapproves of the terms of an underwriting, such Selling Holder may elect to withdraw therefrom by notice to BBEP and the Managing Underwriter; provided, however, that such withdrawal may only be made up to and including the time of pricing of such Underwritten Offering.
Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such offering by giving written notice to BBEP of such withdrawal up to and including the time of pricing of such offering.
This Agreement may be amended or restated only by a written instrument executed by each of the Parties; provided, however, that BreitBurn Management may not, without the prior approval of the Conflicts Committee of BreitBurn GP, LLC, agree to any amendment or modification of this Agreement that the Conflicts Committee determines will adversely affect the holders of common units representing limited partner interests in BBEP.
Upon disclosure of such information or the termination of the condition described above, BBEP shall provide prompt notice to the Selling Holders whose Registrable Securities are included in the Registration Statement, shall promptly terminate any suspension of sales it has put into effect and shall take such other actions to permit registered sales of Registrable Securities as contemplated in this Agreement.