TWO BUSINESS DAYS PRIOR
TO THE FILING OR DISSEMINATION OF ANY DISCLOSURE REQUIRED BY THIS SECTION 5.06,
PROVIDE A COPY THEREOF TO THE PURCHASERS FOR THEIR REVIEW.
LINN AND THE
PURCHASERS SHALL CONSULT WITH EACH OTHER IN ISSUING ANY PRESS RELEASES OR
OTHERWISE MAKING PUBLIC STATEMENTS OR FILINGS AND OTHER COMMUNICATIONS WITH THE
COMMISSION OR ANY REGULATORY AGENCY OR THE NASDAQ GLOBAL MARKET (OR OTHER
EXCHANGE ON WHICH SECURITIES OF LINN ARE LISTED OR TRADED) WITH RESPECT TO THE
TRANSACTIONS CONTEMPLATED HEREBY, AND NEITHER PARTY SHALL ISSUE ANY SUCH PRESS
RELEASE OR OTHERWISE MAKE ANY SUCH PUBLIC STATEMENT, FILING OR OTHER
COMMUNICATION WITHOUT THE PRIOR CONSENT OF THE OTHER, EXCEPT IF SUCH DISCLOSURE
IS REQUIRED BY LAW, IN WHICH CASE THE DISCLOSING PARTY SHALL PROMPTLY PROVIDE
THE OTHER PARTY WITH PRIOR NOTICE OF SUCH PUBLIC STATEMENT, FILING OR OTHER
COMMUNICATION.
NOTWITHSTANDING THE FOREGOING, LINN SHALL NOT PUBLICLY DISCLOSE
THE NAME OF ANY PURCHASER, OR INCLUDE THE NAME OF ANY PURCHASER IN ANY PRESS
RELEASE, WITHOUT THE PRIOR WRITTEN CONSENT OF SUCH PURCHASER EXCEPT TO THE
EXTENT THE NAMES OF THE PURCHASERS ARE INCLUDED IN THIS AGREEMENT AS FILED AS AN
EXHIBIT TO THE 8-K FILING AND THE PRESS RELEASE REFERRED TO IN THE FIRST
SENTENCE ABOVE.
LINN SHALL NOT, AND SHALL CAUSE EACH OF ITS RESPECTIVE
REPRESENTATIVES NOT TO, PROVIDE ANY PURCHASER WITH ANY MATERIAL NON-PUBLIC
INFORMATION REGARDING LINN FROM AND AFTER THE ISSUANCE OF THE ABOVE-REFERENCED
PRESS RELEASE WITHOUT THE EXPRESS WRITTEN CONSENT OF SUCH PURCHASER.
SECTION 5.07.
USE OF PROCEEDS.
LINN SHALL USE THE COLLECTIVE PROCEEDS
FROM THE SALE OF THE PURCHASED CLASS C UNITS AND THE PURCHASED UNITS TO
PARTIALLY FINANCE THE STALLION ACQUISITION.
SECTION 5.08.
CLASS C AMENDMENT.
LINN SHALL CAUSE THE CLASS C
AMENDMENT TO BE ADOPTED IMMEDIATELY PRIOR TO THE ISSUANCE AND SALE OF THE CLASS
C UNITS CONTEMPLATED BY THIS AGREEMENT.
SECTION 5.09.
TAX INFORMATION.
LINN SHALL COOPERATE WITH THE
PURCHASERS AND PROVIDE THE PURCHASERS WITH ANY REASONABLY REQUESTED TAX
INFORMATION RELATED TO THEIR OWNERSHIP OF THE PURCHASED UNITS AND THE PURCHASED
CLASS C UNITS.
18
ARTICLE VI
CLOSING CONDITIONS
SECTION 6.01.
CONDITIONS TO THE CLOSING.
(A)
MUTUAL CONDITIONS.
THE RESPECTIVE OBLIGATION OF EACH PARTY TO
CONSUMMATE THE PURCHASE AND ISSUANCE AND SALE OF THE PURCHASED UNITS AND THE
PURCHASED CLASS C UNITS SHALL BE SUBJECT TO THE SATISFACTION ON OR PRIOR TO THE
CLOSING DATE OF EACH OF THE FOLLOWING CONDITIONS (ANY OR ALL OF WHICH MAY BE
WAIVED BY A PARTICULAR PARTY ON BEHALF OF ITSELF IN WRITING, IN WHOLE OR IN
PART, TO THE EXTENT PERMITTED BY APPLICABLE LAW):
(I)
NO LAW SHALL HAVE BEEN ENACTED OR PROMULGATED, AND NO ACTION
SHALL HAVE BEEN TAKEN, BY ANY GOVERNMENTAL AUTHORITY OF COMPETENT JURISDICTION
WHICH TEMPORARILY, PRELIMINARILY OR PERMANENTLY RESTRAINS, PRECLUDES, ENJOINS OR
OTHERWISE PROHIBITS THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT OR MAKES THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT ILLEGAL;
(II)
THERE SHALL NOT BE PENDING ANY ACTION BY ANY GOVERNMENTAL
AUTHORITY SEEKING TO RESTRAIN, PRECLUDE, ENJOIN OR