VOTE OF COMMON UNITS. Heritage GP and the LP and their respective successors and assigns hereby covenant and agree to vote all of their Common Units (other than those issued pursuant to Section 2.3 (the "New Units")) at each meeting or vote of holders (the "Unitholders") of the Common Units, with respect thereto, for approval of the conversion of Class B Subordinated Units to Common Units (the "Conversion"), for the admission of the LP or its designee as general partner of Heritage MLP (the "Admission"), and for any amendment of the Heritage MLP Partnership Agreement related thereto. The LP agrees to granx Xxxxx X. Bxxxxxxxxxxx xxx H. Michxxx Xxxxxxxx xxx proxy, at each meeting or other vote of the Unitholders related to the Conversion, the Admission or any amendment of the Heritage MLP Partnership Agreement related thereto, to vote its New Units in the manner required by rule or interpretation of the New York Stock Exchange, Inc. (the "NYSE") for the listing of the New Units on the NYSE. RATIFICATION OF CONTRIBUTION AGREEMENT FURTHER RESOLVED, that, except as expressly amended and restated herein, all of the terms and conditions of the Agreement shall remain in full force and effect.
VOTE OF COMMON UNITS. Heritage GP shall use Commercially Reasonable Best Efforts to cause its officers and directors to vote all of their respective Common Units at each meeting or other vote of holders of the Common Units of Heritage MLP, with respect thereto, for approval of the conversion of the Class D Units.
VOTE OF COMMON UNITS. Each of the Venturers hereby covenants and agrees to vote, and to cause NewLP to vote at each meeting or other vote of the holders of Common Units of Heritage MLP, with respect thereto, all of the Common Units, if any, that such Venturer or NewLP may own as of the record date established for determining the holders of Common Units entitled to vote at such meeting or in such other vote for approval of the transactions contemplated hereby and for approval of the conversion of the Class D Subordinated Units (as defined in Amendment No. 5 to the Heritage MLP Partnership Agreement) to Common Units on a one-for-one basis and otherwise on the terms described in Amendment No. 5 to the Heritage MLP Partnership Agreement and any amendment to the Heritage MLP Partnership Agreement related thereto.
VOTE OF COMMON UNITS. Heritage GP and the LP and their respective successors and assigns hereby covenant and agree to vote all of their Common Units, at each meeting or other vote of holders of the Common Units of Heritage MLP, with respect thereto, for approval of the conversion of Class B Subordinated Units to Common Units, for the admission of the LP or its designee as general partner of Heritage MLP, and for any amendment to the Heritage MLP Partnership Agreement related thereto.
VOTE OF COMMON UNITS. Heritage GP and its successors and assigns and the Heritage GP Stockholders hereby covenant and agree to vote all of their respective Common Units (other than those issued pursuant to Section 2.1 of the Agreement (the "New Units")) at each meeting or other vote of the holders (the "Unitholders") of the Common Units of Heritage MLP, with respect thereto, for approval of the conversion of Class B Subordinated Units to Common Units (the "Conversion"), for the admission of U.S. Propane, L.P., a Delaware limited partnership, or its designee as general partner of Heritage MLP (the "Admission"), and for any amendment of the Amended and Restated Agreement of Limited Partnership of Heritage MLP (the "Partnership Agreement") related thereto. Each of the Heritage GP Stockholders agrees to granx Xxxxx X. Bxxxxxxxxxxx xxx H. Michxxx Xxxxxxxx xxxir proxy, at each meeting or other vote of the Unitholders relating to the Conversion, the Admission and any amendment of the Partnership Agreement related thereto, to vote their New Units in the manner required by rule or interpretation of the New York Stock Exchange, Inc. (the "NYSE") for listing of the New Units on the NYSE.
