Common use of No Preemptive Rights Clause in Contracts

No Preemptive Rights. No Person shall have preemptive, preferential or other similar rights with respect to (a) additional Capital Contributions; (b) issuance or sale of any class or series of Membership Interests, whether unissued, held in the treasury or hereafter created; (c) issuance of any obligations, evidences of indebtedness or other securities of the Company convertible into or exchangeable for, or carrying or accompanied by any rights to receive, purchase or subscribe to, any such Membership Interests; (d) issuance of any right of subscription to or right to receive, or any warrant or option for the purchase of, any such Membership Interests; or (e) issuance or sale of any other securities that may be issued or sold by the Company.

No Preemptive Rights. No Person Interest Holder shall have any preemptive, preferential or other similar rights right with respect to (ai) additional Capital Contributions; contributions to the capital of the Company, (bii) issuance or sale of any class or series of Membership InterestsUnits, whether unissuedunissued or treasury, held in the treasury or hereafter created; (ciii) issuance of any obligations, evidences of indebtedness or other securities of the Company convertible into or exchangeable for, or carrying or accompanied by any rights to receive, purchase or subscribe to, any such Membership Interests; unissued or treasury Units, (div) issuance of any right of subscription to or right to receive, or any warrant or option for the purchase of, any such Membership Interests; of the foregoing securities or (ev) issuance or sale of any other securities that may be issued or sold by the Company.

No Preemptive Rights. No Person shall have preemptive, preferential or other similar rights with respect to to: (a) additional a)additional Capital Contributions; (b) issuance or sale of any class or series of Membership Interests, whether unissued, held in the treasury or hereafter created; (c) issuance of any obligations, evidences of indebtedness or other securities of the Company convertible into or exchangeable for, or carrying or accompanied by any rights to receive, purchase or subscribe to, any such Membership Interests; (d) issuance of any right of subscription to or right to receive, or any warrant or option for the purchase of, any such Membership Interests; or (e) issuance or sale of any other securities that may be issued or sold by the Company.

No Preemptive Rights. No Person shall have preemptive, preferential or other similar rights with respect to to: (a) additional Capital Contributions; (b) issuance or sale of any class or series of Membership Interests, whether unissued, held in the treasury or hereafter created; (c) issuance of any obligations, evidences of indebtedness or other securities of the Company convertible into or exchangeable for, or carrying or accompanied by any rights to receive, purchase or subscribe to, any such Membership Interests; (d) issuance of any right of subscription to or right to receive, or any warrant or option for the purchase of, any such Membership Interests; or (e) issuance or sale of any other securities that may be issued or sold by the Company.

No Preemptive Rights. No Except as provided in Section 4.3, no Person shall have any preemptive, preferential or other similar rights right with respect to (a) additional Capital Contributions; (b) issuance or sale of any class or series of Membership Partnership Interests, whether unissued, held in the treasury or hereafter created; (c) issuance of any obligations, evidences of indebtedness or other securities of the Company Partnership convertible into or exchangeable for, or carrying or accompanied by any rights to receive, purchase or subscribe to, any such Membership Partnership Interests; (d) issuance of any right of subscription to or right to receive, or any warrant or option for the purchase of, any such Membership Partnership Interests; or (e) issuance or sale of any other securities that may be issued or sold by the CompanyPartnership.

No Preemptive Rights. No Member or other Person shall have preemptive, preferential or other similar rights with respect to (a) additional Capital Contributions; , (b) the issuance or sale of any class or series of Membership Interests, whether unissued, held in the treasury or hereafter created; , (c) the issuance of any obligations, evidences of indebtedness or other securities of the Company convertible into or exchangeable for, or carrying or accompanied by any rights to receive, purchase or subscribe to, any such Membership Interests; , (d) the issuance of any right of subscription to or right to receive, or any warrant or option for the purchase of, any such Membership Interests; Interests or (e) the issuance or sale of any other securities that may be issued or sold by the Company.

No Preemptive Rights. No Except as provided in Section 4.2, no Person shall have any preemptive, preferential or other similar rights right with respect to (a) additional Capital Contributions; (b) issuance or sale of any class or series of Membership Partnership Interests, whether unissued, held in the treasury or hereafter created; (c) issuance of any obligations, evidences of indebtedness or other securities of the Company Partnership convertible into or exchangeable for, or carrying or accompanied by any rights to receive, purchase or subscribe to, any such Membership Partnership Interests; (d) issuance of any right of subscription to or right to receive, or any warrant or option for the purchase of, any such Membership Partnership Interests; or (e) issuance or sale of any other securities that may be issued or sold by the CompanyPartnership.

No Preemptive Rights. No Person shall have any preemptive, preferential or other similar rights with respect to (a) additional Capital Contributions; (b) issuance or sale of any class or series of Membership Partnership Interests, whether unissued, held in treasury by the treasury Partnership or hereafter created; (c) issuance of any obligations, evidences of indebtedness or other securities of the Company Partnership convertible into or exchangeable for, or carrying or accompanied by any rights to receive, purchase or subscribe to, any such Membership Partnership Interests; (d) issuance of any right of subscription to or right to receive, or any warrant or option for the purchase of, any such Membership Partnership Interests; or (e) issuance or sale of any other securities that may be issued or sold by the CompanyPartnership.

No Preemptive Rights. No Unless specified in a Member Interest Designation with respect to any series of Member Interest, no Person shall have any preemptive, preferential or other similar rights right with respect to (ai) additional Capital Contributions; (b) the issuance or sale of any class or series of Membership Member Interests, whether unissued, unissued or held in the treasury or hereafter created; , (cii) the issuance of any obligations, evidences of indebtedness or other securities of the Company convertible into or exchangeable for, or carrying or accompanied by any rights to receive, purchase or subscribe to, any such Membership Member Interests; , (diii) the issuance of any right of subscription to or right to receive, or any warrant or option for the purchase of, any such Membership Interests; of the foregoing securities or (eiv) the issuance or sale of any other securities that may be issued or sold by the Company.

No Preemptive Rights. No Person Member shall have preemptiveany preemptive or preferential right, preferential or other similar rights including any such right with respect to (a) additional Capital Contributions; (b) issuance or sale of any class or series of Membership Interests, whether unissued, held in the treasury unissued or hereafter created; (c) issuance of any obligations, evidences of indebtedness or other securities of the Company convertible into or exchangeable for, or carrying or accompanied by any rights to receive, purchase or subscribe to, any such unissued Membership InterestsInterest; (d) issuance of any right of of, subscription to or right to receive, or any warrant or option for the purchase of, any such Membership Interestsof the foregoing securities; or (e) issuance or sale of any other securities that may be issued or sold by the Company.

No Preemptive Rights. No Person shall have any preemptive, preferential or other similar rights right with respect to (ai) additional Capital Contributions; (bii) the issuance or sale of any class or series of Membership InterestsPartnership Securities, whether unissued, unissued or held in the treasury or hereafter created; (ciii) the issuance of any obligations, evidences of indebtedness or other securities of the Company Partnership convertible into or exchangeable for, or carrying or accompanied by any rights to receive, purchase or subscribe to, any such Membership InterestsPartnership Securities; (div) the issuance of any right of subscription to or right to receive, or any warrant or option for the purchase of, any such Membership Interestsof the foregoing securities; or (ev) the issuance or sale of any other securities that may be issued or sold by the CompanyPartnership.

No Preemptive Rights. No Person shall be granted or have any preemptive, preferential or other similar rights right with respect to (ai) additional Capital Contributions; , (bii) the issuance or sale of any class new, unissued or series of Membership treasury Limited Partnership Interests, whether unissued, held in (iii) the treasury issuance or hereafter created; (c) issuance sale of any obligations, evidences of indebtedness or other securities of the Company Partnership, whether or not convertible into or exchangeable for, or carrying or accompanied by any rights to receive, purchase or subscribe to, any such Membership new, unissued or treasury Limited Partnership Interests; , (div) the issuance of any subscription right of subscription to or right to receive, or any warrant or option for the purchase of, any such Membership Interests; of the foregoing Limited Partnership Interests or securities, or (ev) the issuance or sale of any other Limited Partnership Interests or securities that may be issued or sold by the CompanyPartnership.

No Preemptive Rights. No Except as provided in Section 4.4, no Person shall have any preemptive, preferential or other similar rights right with respect to (a) additional Capital Contributions; (b) issuance or sale of any class or series of Membership Partnership Interests, whether unissued, held in the treasury or hereafter created; (c) issuance of any obligations, evidences of indebtedness or other securities of the Company Partnership convertible into or exchangeable for, or carrying or accompanied by any rights to receive, purchase or subscribe to, any such Membership Partnership Interests; (d) issuance of any right of subscription to or right to receive, or any warrant or option for the purchase of, any such Membership Partnership Interests; or (e) issuance or sale of any other securities that may be issued or sold by the CompanyPartnership.

No Preemptive Rights. No Person shall have preemptive, preferential or other similar rights with respect to (a) additional Capital Contributions; , (b) the issuance or sale of any class or series of Membership Interests, whether unissued, held in the treasury or hereafter created; , (c) the issuance of any obligations, evidences of indebtedness or other securities of the Company convertible into or exchangeable for, or carrying or accompanied by any rights to receive, purchase or subscribe to, any such Membership Interests; , (d) the issuance of any right of subscription to or right to receive, or any warrant or option for the purchase of, any such Membership Interests; Interests or (e) the issuance or sale of any other securities that may be issued or sold by the Company.

No Preemptive Rights. No Person Stockholder shall have preemptiveany preemptive or preferential right, preferential or other similar rights including any such right with respect to (a) additional Capital Contributions; (b) issuance or sale of any class or series shares of Membership InterestsStock, whether unissued, held in the treasury unissued or hereafter created; (c) issuance of any obligations, evidences of indebtedness or other securities of the Company convertible into or exchangeable for, or carrying or accompanied by any rights to receive, purchase or subscribe to, any such Membership Interestsunissued shares of Stock; (d) issuance of any right of subscription to or right to receive, or any warrant or option for the purchase of, any such Membership Interestsof the foregoing securities; or (e) issuance or sale of any other securities that may be issued or sold by the Company.

No Preemptive Rights. No Person shall have preemptive, preferential or other similar rights with respect to (a) additional Capital Contributions; (b) issuance or sale of any class or series of Membership FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF HEP LOGISTICS GP, L.L.C. Interests, whether unissued, held in the treasury or hereafter created; (c) issuance of any obligations, evidences of indebtedness or other securities of the Company convertible into or exchangeable for, or carrying or accompanied by any rights to receive, purchase or subscribe to, any such Membership Interests; (d) issuance of any right of subscription to or right to receive, or any warrant or option for the purchase of, any such Membership Interests; or (e) issuance or sale of any other securities that may be issued or sold by the Company.

No Preemptive Rights. No Person shall have preemptive, preferential or other similar rights with respect to (a) additional Capital Contributions; (b) issuance or sale of any class or series of Membership Interests, whether unissued, held in the treasury or hereafter created; (c) issuance of any obligations, evidences of indebtedness or other securities of the Company convertible into or exchangeable for, or carrying or accompanied by any rights to receive, purchase or subscribe to, any such Membership Interests; (d) issuance of any right of subscription to or right to receive, or any warrant or option for the purchase of, any such Membership Interests; or (e) issuance or sale of any other securities that may be issued or sold by the Company.. BreitBurn GP, LLC Third Amended and Restated Limited Liability Company Agreement

No Preemptive Rights. No Person Member shall have preemptiveany preemptive or preferential right, preferential or other similar rights including any such right with respect to to: (a) additional Capital Contributions; (b) issuance or sale of any class or series of Membership Interests, whether unissued, held in the treasury unissued or hereafter created; (cb) issuance of any obligations, evidences of indebtedness or other securities of the Company convertible into or exchangeable for, or carrying or accompanied by any rights to receive, purchase or subscribe to, any such unissued Membership InterestsInterest; (dc) issuance of any right of subscription to or right to receive, or any warrant or option for the purchase of, any such Membership Interestsof the foregoing securities; or (ed) issuance or sale of any other securities that may be issued or sold by the Company.

No Preemptive Rights. No Person shall have preemptive, preferential or other similar rights with respect to (a) additional Capital Contributions; (b) issuance or sale of any class or series of Membership Interests, whether unissued, held in the treasury or hereafter created; (c) issuance of any obligations, evidences of indebtedness or other securities of the Company convertible into or exchangeable for, or carrying or accompanied by any rights to receive, purchase or subscribe to, any such Membership Interests; (d) issuance of any right of subscription to or right to receive, or any warrant or option for the purchase of, any such Membership Interests; or (e) issuance or sale of any other securities that may be issued or sold by the Company.. FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF BIG WEST GP, LLC

No Preemptive Rights. No Person Member shall have any preemptive, preferential or other similar rights right with respect to to: (a) additional Capital Contributionscapital contributions; (b) the issuance or sale of any class or series of Membership Interests, whether unissued, held in the treasury or hereafter createdmembership interests; (c) the issuance of any obligations, evidences of indebtedness or other securities of the Company convertible into or exchangeable for, or carrying or accompanied by any rights to receive, purchase or subscribe to, any such Membership Interestsmembership interests; (d) the issuance of any right of of, subscription to or right to receive, or any warrant or option for the purchase of, any such Membership Interestsof the foregoing securities; or (e) the issuance or sale of any other securities that may be issued or sold by the Company.

No Preemptive Rights. No Person Except as otherwise required or permitted by this Agreement, no Member shall have any preemptive, preferential or other similar rights right with respect to to: (ai) additional Capital Contributions; (bii) the issuance or sale of any class or series of Membership Interests, whether unissued, held in the treasury or hereafter created; (ciii) the issuance of any obligations, evidences of indebtedness or other securities of the Company convertible into or exchangeable for, or carrying or accompanied by any rights to receive, purchase or subscribe to, any such Membership Interests; (div) the issuance of any right of of, subscription to or right to receive, or any warrant or option for the purchase of, any such Membership Interestsof the foregoing; or (ev) the issuance or sale of any other interests or securities that may be issued or sold by the Company.

No Preemptive Rights. No Person Except as otherwise provided herein, no Member shall have preemptiveany preemptive or preferential right, preferential or other similar rights including any such right with respect to (a) additional Capital Contributions; (b) issuance or sale of any class or series of Membership Interests, whether unissued, held in the treasury unissued or hereafter created; (c) issuance of any obligations, evidences of indebtedness or other securities of the Company convertible into or exchangeable for, or carrying or accompanied by any rights to receive, purchase or subscribe to, any such unissued Membership InterestsInterest; (d) issuance of any right of of, subscription to or right to receive, or any warrant or option for the purchase of, any such Membership Interestsof the foregoing securities; or (e) issuance or sale of any other securities that may be issued or sold by the Company.

No Preemptive Rights. No Person shall have any preemptive, preferential or other similar rights right with respect to (a) additional Capital Contributions; (b) issuance or sale of any class or series of Membership InterestsPartnership Securities, whether unissued, held in the treasury or hereafter created; (c) issuance of any obligations, evidences of indebtedness or other securities of the Company Partnership convertible into or exchangeable for, or carrying or accompanied by any rights to receive, purchase or subscribe to, any such Membership InterestsPartnership Securities; (d) issuance of any right of subscription to or right to receive, or any warrant or option for the purchase of, any such Membership InterestsPartnership Securities; or (e) issuance or sale of any other securities that may be issued or sold by the CompanyPartnership.

No Preemptive Rights. No Person shall have any preemptive, preferential or other similar rights right with respect to (a) additional Capital Contributions; (b) issuance or sale of any class or series of Membership InterestsUnits or other Partnership Securities, whether unissued, held in the treasury or hereafter created; (c) issuance of any obligations, evidences of indebtedness or other securities of the Company Partnership convertible into or exchangeable for, or carrying or accompanied by any rights to receive, purchase or subscribe to, any such Membership InterestsUnits or Partnership Securities; (d) issuance of any right of subscription to or right to receive, or any warrant or option for the purchase of, any such Membership InterestsUnits or Partnership Securities; or (e) issuance or sale of any other securities that may be issued or sold by the CompanyPartnership.

No Preemptive Rights. No Person shall have any preemptive, preferential or other similar rights right with respect to (a) additional Capital Contributions; (b) issuance or sale by the Partnership of any class or series of Membership Partnership Interests, whether unissued, held in the treasury unissued or hereafter created; (c) issuance of any obligations, evidences of indebtedness or other securities of the Company Partnership convertible into or exchangeable for, or carrying or accompanied by any rights to receive, purchase or subscribe to, any such Membership Partnership Interests; (d) issuance of any right of subscription to or right to receive, or any warrant or option for the purchase of, any such Membership Partnership Interests; or (e) issuance or sale of any other securities that may be issued or sold by the CompanyPartnership.

No Preemptive Rights. No Person Partner or Assignee shall have any preemptive, preferential or other similar rights right with respect to (a) additional Capital Contributions; (b) issuance or sale of any class or series of Membership InterestsUnits, whether unissued, unissued or held in the treasury or hereafter createdtreasury; (c) issuance of any obligations, evidences of indebtedness or other securities of the Company Partnership convertible into or exchangeable for, or carrying or accompanied by any rights to receive, purchase or subscribe to, any such Membership Interestsunissued Unit or Units held in the treasury; (d) issuance of any right of of, subscription to or right to receive, or any warrant or option for the purchase of, any such Membership Interestsof the foregoing securities; or (e) issuance or sale of any other securities that may be issued or sold by the CompanyPartnership.

No Preemptive Rights. No Person {Except as otherwise set forth in Section {3.3 or 7.2},} no Member shall have any preemptive, preferential or other similar rights right with respect to (a) making additional Capital Contributions; , (b) the issuance or sale of any class or series of Membership InterestsInterests by the Company, whether unissued, held in the treasury or hereafter created; (c) the issuance of any obligations, evidences of indebtedness or other securities of the Company convertible into or into, exchangeable for, or carrying or accompanied by by, any rights to receive, purchase or subscribe to, any such Membership Interests; , (d) the issuance of any right of of, subscription to or right to receive, or any warrant or option for the purchase of, any such Membership Interests; of the foregoing, or (e) the issuance or sale of any other interests or securities that may be issued or sold by the Company.

No Preemptive Rights. No Person shall have any preemptive, preferential or other similar rights right with respect to (a) additional Capital Contributions; (b) issuance or sale of any class or series of Membership Partnership Interests, whether unissued, held in the treasury or hereafter created; (c) issuance of any obligations, evidences of indebtedness or other securities of the Company Partnership convertible into or exchangeable for, or carrying or accompanied by any rights to receive, purchase or subscribe to, any such Membership Partnership Interests; (d) issuance of any right of subscription to or right to receive, or any warrant or option for the purchase of, any such Membership Partnership Interests; or (e) issuance or sale of any other securities that may be issued or sold by the CompanyPartnership.

No Preemptive Rights. No Person Except as may otherwise be specifically provided herein, no Member shall have any preemptive, preferential or other similar rights right with respect to (a) additional Capital Contributionscapital contributions; (b) the issuance or sale of any class or series of Membership Interests, whether unissued, held in the treasury or hereafter created; (c) the issuance of any obligations, evidences of indebtedness or other securities of the Company convertible into or exchangeable for, or carrying or accompanied by any rights to receive, purchase or subscribe to, any such Membership Interests; (d) the issuance of any right of of, subscription to or right to receive, or any warrant or option for the purchase of, any such Membership Interestsof the foregoing securities; or (e) the issuance or sale of any other securities that may be issued or sold by the Company.

No Preemptive Rights. No Person Member shall have any preemptive, preferential or other similar rights right with respect to (a) additional Additional Capital Contributions; (b) the issuance or sale of any class or series of Membership Interests, whether unissued, held in the treasury or hereafter created; (c) the issuance of any obligations, evidences of indebtedness or other securities of the Company convertible into or exchangeable for, or carrying or accompanied by any rights to receive, purchase or subscribe to, any such Membership Interests; (d) the issuance of any right of of, subscription to or right to receive, or any warrant or option for the purchase of, any such Membership Interestsof the foregoing; or (e) the issuance or sale of any other interests or securities that may be issued or sold by the Company.

No Preemptive Rights. No Person Member shall have preemptiveany preemptive or preferential right, preferential or other similar rights including any such right with respect to (a) additional Additional Capital Contributions; (b) issuance or sale of any class or series of Membership Interests, whether unissued, held in the treasury unissued or hereafter created; (c) issuance of any obligations, evidences of indebtedness or other securities of the Company convertible into or exchangeable for, or carrying or accompanied by any rights to receive, purchase or subscribe to, any such unissued Membership InterestsInterest; (d) issuance of any right of of, subscription to or right to receive, or any warrant or option for the purchase of, any such Membership Interestsof the foregoing securities; or (e) issuance or sale of any other securities that may be issued or sold by the Company.

No Preemptive Rights. No Except as provided in Section 4.3, no Person shall have any preemptive, preferential or other similar rights right with respect to (a) additional Capital Contributions; (b) issuance or sale of any class or series of Membership Partnership Interests, whether unissued, held in the treasury or hereafter created; (c) issuance of any obligations, evidences of indebtedness or other securities of the Company Partnership convertible into or exchangeable for, or carrying or accompanied by any rights to receive, purchase or subscribe to, any such Membership Partnership Interests; (d) issuance of any right of subscription to or right to receive, or any warrant or option for the purchase of, any such Membership Partnership Interests; or (e) issuance or sale of any other securities that may be issued or sold by the Company.Partnership. SECTION 4.5

No Preemptive Rights. No Person shall have preemptive, preferential or other similar rights with respect to (a) additional Capital Contributions; (b) issuance or sale of any class or series of Membership Interests, whether unissued, held in the treasury or hereafter created; (c) issuance of any obligations, evidences of indebtedness or other securities of the Company convertible into or exchangeable for, or carrying or accompanied by any rights to receive, purchase or subscribe to, any such Membership Interests; (d) issuance of any right of subscription to or right to receive, or any warrant or option for the purchase of, any such Membership Interests; or (e) issuance or sale of any other securities that may be issued or sold by the Company.. BreitBurn GP, LLC Second Amended and Restated Limited Liability Company Agreement

No Preemptive Rights. No Neither the Member nor any other Person shall have preemptive, preferential or other similar rights with respect to (a) additional Capital Contributions; , (b) the issuance or sale of any class or series of Membership Interests, whether unissued, held in the treasury or hereafter created; , (c) the issuance of any obligations, evidences of indebtedness or other securities of the Company convertible into or exchangeable for, or carrying or accompanied by any rights to receive, purchase or subscribe to, any such Membership Interests; , (d) the issuance of any right of subscription to or right to receive, or any warrant or option for the purchase of, any such Membership Interests; Interests or (e) the issuance or sale of any other securities that may be issued or sold by the Company.