|ENTERPRISE PRODUCTS PARTNERS L P filed this Form 8-K on 12/01/2017|
(b) (i) If the Partnership wishes to issue and sell the Units other than as set forth in Section 3.(a) of this Agreement (each, a Placement), it will notify a Manager of the proposed terms of such Placement. If such Manager, acting as principal, wishes to accept such proposed terms (which it may decline to do for any reason in its sole discretion) or, following discussions with the Partnership, wishes to accept amended terms, such Manager and the Partnership will enter into a Terms Agreement setting forth the terms of such Placement.
(ii) The terms set forth in a Terms Agreement will not be binding on the Partnership or such Manager unless and until the Partnership and such Manager have each executed such Terms Agreement accepting all of the terms of such Terms Agreement. In the event of a conflict between the terms of this Agreement and the terms of a Terms Agreement, the terms of such Terms Agreement will control.
(c) (i) A Transaction Proposal shall not set forth a number of Units for sale that would result in the total aggregate gross sales proceeds of the Units sold pursuant to this Agreement exceeding the dollar amount set forth in Section 1, nor shall the Partnership set forth a price for the Units so sold that exceeds the price parameters, if any, authorized by the Board of Directors of the General Partner, or a duly authorized committee thereof.
(ii) If any party has reason to believe that the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the Exchange Act are not satisfied with respect to the Units, it shall promptly notify each other party and sales of the Units under this Agreement shall be suspended until that or other exemptive provisions have been satisfied in the judgment of each party.
(d) Each sale of the Units shall be made in accordance with the terms of this Agreement or, if applicable, a Terms Agreement.
(e) No sales of Units shall take place, and the Partnership shall not request the sale of any Units that would be sold, and each Manager shall not be obligated to sell, during any period in which the Partnership is in possession of material non-public information.
SECTION 4. Covenants of the Partnership. The Partnership agrees with each of the Managers:
(a) During any period in which a prospectus relating to the Units is required to be delivered under the Securities Act (whether physically, deemed to be delivered pursuant to Rule 153 of the Rules and Regulations or through compliance with Rule 172 of the Rules and Regulations or any similar rule), to advise the Managers promptly of any amendment or supplement to the Registration Statement or the Prospectus which is proposed to be filed (other than any amendment or supplement which does not relate to the sale of the Units and not including any report or document which is the subject of Section 4.(d) hereof) and to provide the Managers reasonable opportunity to review the same; and to cause each amendment or supplement to the Base Prospectus or the Prospectus relating to the sale of the Units to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Rules and Regulations.