AN ACQUISITION, MERGER, REORGANIZATION, DISPOSITION OR OTHER
SIMILAR TRANSACTION, THEN LINN ENERGY 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 PURCHASED CLASS D UNITS AND THE PURCHASED UNITS,
4
TAKEN AS A WHOLE, IN THEIR SOLE DISCRETION.
A PURCHASER'S RIGHTS (AND ANY
TRANSFEREE'S RIGHTS PURSUANT TO SECTION 2.10 OF THIS AGREEMENT) UNDER THIS
SECTION 2.01 OTHER THAN LIQUIDATED DAMAGES OWING BUT NOT YET PAID SHALL
TERMINATE UPON THE EARLIER OF (I) WHEN ALL SUCH REGISTRABLE SECURITIES ARE SOLD
BY SUCH PURCHASER OR TRANSFEREE, AS APPLICABLE, AND (II) WHEN SUCH REGISTRABLE
SECURITIES BECOME ELIGIBLE FOR RESALE UNDER RULE 144(K) (OR ANY SIMILAR
PROVISION THEN IN FORCE) UNDER THE SECURITIES ACT.
(B)
DELAY RIGHTS.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED
HEREIN, LINN ENERGY MAY, UPON WRITTEN NOTICE TO ANY SELLING HOLDER WHOSE
REGISTRABLE SECURITIES ARE INCLUDED IN THE REGISTRATION STATEMENT, SUSPEND SUCH
SELLING HOLDER'S USE OF ANY PROSPECTUS WHICH IS A PART OF THE REGISTRATION
STATEMENT (IN WHICH EVENT THE SELLING HOLDER SHALL DISCONTINUE SALES OF THE
REGISTRABLE SECURITIES PURSUANT TO THE REGISTRATION STATEMENT, BUT SUCH SELLING
HOLDER MAY SETTLE ANY SUCH SALES OF REGISTRABLE SECURITIES) IF (I) LINN ENERGY
IS PURSUING AN ACQUISITION, MERGER, REORGANIZATION, DISPOSITION OR OTHER SIMILAR
TRANSACTION AND LINN ENERGY DETERMINES IN GOOD FAITH THAT LINN ENERGY'S ABILITY
TO PURSUE OR CONSUMMATE SUCH A TRANSACTION WOULD BE MATERIALLY ADVERSELY
AFFECTED BY ANY REQUIRED DISCLOSURE OF SUCH TRANSACTION IN THE REGISTRATION
STATEMENT OR (II) LINN ENERGY HAS EXPERIENCED SOME OTHER MATERIAL NON-PUBLIC
EVENT THE DISCLOSURE OF WHICH AT SUCH TIME, IN THE GOOD FAITH JUDGMENT OF LINN
ENERGY, WOULD MATERIALLY ADVERSELY AFFECT LINN ENERGY; PROVIDED, HOWEVER, IN NO
EVENT SHALL THE PURCHASERS BE SUSPENDED FOR A PERIOD THAT EXCEEDS AN AGGREGATE
OF 30 DAYS IN ANY 90-DAY PERIOD OR 90 DAYS IN ANY 365-DAY PERIOD.
UPON
DISCLOSURE OF SUCH INFORMATION OR THE TERMINATION OF THE CONDITION DESCRIBED
ABOVE, LINN ENERGY 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.
(C)
ADDITIONAL RIGHTS TO LIQUIDATED DAMAGES.
IF (I) THE HOLDERS SHALL
BE PROHIBITED FROM SELLING THEIR REGISTRABLE SECURITIES UNDER THE REGISTRATION
STATEMENT AS A RESULT OF A SUSPENSION PURSUANT TO SECTION 2.01(B) OF THIS
AGREEMENT IN EXCESS OF THE PERIODS PERMITTED THEREIN OR (II) THE REGISTRATION
STATEMENT IS FILED AND DECLARED EFFECTIVE BUT, DURING THE EFFECTIVENESS PERIOD,
SHALL THEREAFTER CEASE TO BE EFFECTIVE OR FAIL TO BE USABLE FOR ITS INTENDED
PURPOSE WITHOUT BEING SUCCEEDED BY A POST-EFFECTIVE AMENDMENT TO THE
REGISTRATION STATEMENT, A SUPPLEMENT TO THE PROSPECTUS OR A REPORT FILED WITH
THE COMMISSION PURSUANT TO SECTION 13(A), 13(C), 14 OR L5(D) OF THE EXCHANGE
ACT, THEN, UNTIL THE SUSPENSION IS LIFTED OR A POST-EFFECTIVE AMENDMENT,
SUPPLEMENT OR REPORT IS FILED WITH THE