Common use of Black-out Periods for Holders Clause in Contracts

Black-out Periods for Holders. In the event of a Partnership Public Sale of the Partnership’s equity securities in an Underwritten Offering, the Holders agree, if requested by the managing underwriter or underwriters in such Underwritten Offering and agreed to by both Sponsors, not to effect any public sale or distribution of any securities (except, in each case, as part of the applicable Registration, if permitted) that are the same as or similar to those being Registered in connection with such Partnership Public Sale, or any securities convertible into or exchangeable or exercisable for such securities, during the period beginning seven (7) days before and ending one hundred eighty (180) days (in the event of the Partnership’s IPO) or ninety (90) days (in the event of any other Partnership Public Sale) (or, in either case, such lesser period as may be permitted by the Partnership or such managing underwriter or underwriters) after, the effective date of the Registration Statement filed in connection with such Registration, to the extent timely notified in writing by the Partnership or the managing underwriter or underwriters; provided, however, such restrictions shall not apply to (i) securities acquired in the public market subsequent to the IPO, (ii) distributions-in-kind to a Holder’s partners or members and (iii) transfers to Affiliates but only if such Affiliates agree to be bound by the restrictions herein.

Black-out Periods for Holders. In the event of a Partnership an IPO or an Issuer Public Sale of the PartnershipIssuer’s equity securities in an Underwritten Offering, the Holders of Registrable Securities agree, if requested by the managing underwriter or underwriters in such Underwritten Offering and agreed to by both SponsorsOffering, not to effect any public sale or distribution of any securities (except, in each case, as part of the applicable Registration, if permitted) that are the same as or similar to those being Registered in connection with such Partnership IPO or Issuer Public Sale, or any securities convertible into or exchangeable or exercisable for such securities, during the period beginning seven (7) days before and ending one hundred eighty (180) days (in the event of the PartnershipIssuer’s IPO) or ninety (90) days (in the event of any other Partnership Issuer Public Sale) (or, in either case, such lesser period as may be permitted by the Partnership Issuer or such managing underwriter or underwriters) after, the effective date of the Registration Statement filed in connection with such Registration, to the extent timely notified in writing by the Partnership Issuer or the managing underwriter or underwriters; provided, however, provided that such restrictions shall not apply to (i) securities acquired in the public market subsequent to the IPO, (ii) distributions-in-kind to a Holder’s partners or members and (iii) transfers to Affiliates Affiliates, but only if such Affiliates agree to be bound by the restrictions herein.

Black-out Periods for Holders. In the event of a Partnership an Issuer Public Sale of the PartnershipIssuer’s equity securities in an Underwritten Offering, the Holders agree, if requested by the managing underwriter or underwriters in such Underwritten Offering and agreed to by both SponsorsOffering, not to effect any public sale or distribution of any securities (except, in each case, as part of the applicable Registration, if permitted) that are the same as or similar to those being Registered in connection with such Partnership Issuer Public Sale, or any securities convertible into or exchangeable or exercisable for such securities, during the period beginning seven (7) days before and ending one hundred eighty (180) days (in the event of the PartnershipIssuer’s IPO) or ninety (90) days (in the event of any other Partnership Issuer Public Sale) (or, in either case, such lesser period as may be permitted for all Holders by the Partnership Issuer or such managing underwriter under writer or underwriters) after, after the effective date of the Registration Statement filed in connection with such Registration, Registration to the extent timely notified in writing by the Partnership Issuer or the managing underwriter or underwriters; provided, however, that such restrictions restriction shall not apply to (i) securities acquired in the public market subsequent to the IPO, (ii) distributions-in-kind to a Holder’s partners or members and (iii) transfers to Affiliates but only if such Affiliates agree to be bound by the restrictions herein.