Common use of Certain Restrictions on Transfer Clause in Contracts

Certain Restrictions on Transfer. Without the prior written consent of the Corporation as approved by a majority of the independent directors of the Corporation, and without limiting the rights of any party to the Amended and Restated Registration Rights Agreement, dated as of the date hereof, by and among the Corporation and the stockholders party thereto (the “A&R Registration Rights Agreement”), neither any Restricted Transfer nor any public announcement of any intention to effect any Restricted Transfer of any Lock-Up Shares Beneficially Owned or otherwise held by any Non-Electing Seller (or any Permitted Transferee thereof) may be made during the Lock-Up Period applicable to such Lock-Up Shares. No Transfer of any shares of the Corporation’s stock may be made, except in compliance with applicable federal and state securities laws. To the extent shares of the Corporation’s stock are uncertificated, the Corporation shall give notice of the restrictions set forth in this Section 6.7 in accordance with the DGCL. During the Lock-Up Period applicable to any Non-Electing Seller (or any Permitted Transferee thereof), any purported Transfer of Lock-Up Shares by such Non-Electing Seller (or such Permitted Transferee) other than in accordance with these Bylaws shall be null and void, and the Corporation shall refuse to recognize any such Transfer for any purpose. Notwithstanding the provisions set forth in this Section 6.7, if (A) at least 120 days have elapsed since the Closing Date (as defined in the Business Combination Agreement) and (B) the Lock-Up Period is scheduled to end during a Blackout Period or within five Trading Days prior to a Blackout Period, the Lock-Up Period shall end 10 Trading Days prior to the commencement of the Blackout Period (the “Blackout-Related Release”); provided that the Corporation shall announce the date of the expected Blackout-Related Release through a major news service, or on a Form 8-K, at least two Trading Days in advance of the Blackout-Related Release; and provided further that the Blackout-Related Release shall not occur unless the Corporation shall have publicly released its earnings results for the quarterly period during which the Closing (as defined in the Business Combination Agreement) occurred. For the avoidance of doubt, in no event shall the Lock-Up Period end earlier than 120 days after the Closing Date pursuant to the Blackout-Related Release. The foregoing notwithstanding, to the extent any Non-Electing Seller (or any Permitted Transferee thereof that Beneficially Owns any Lock-Up Shares as a result of a Permitted Transfer) is granted a release or waiver from the restrictions contained in this Section 6.7 prior to the expiration of the Lock-Up Period or any party under the Sponsor Holders Agreement, dated as of the date hereof, by and among the Corporation and the parties thereto (the “Sponsor Holders Agreement”) or the A&R Registration Rights Agreement is granted a release or waiver from its restrictions on transfer of the Corporation’s securities under such agreement, then all Non-Electing Sellers (and any Permitted Transferee thereof that Beneficially Owns any Lock-Up Shares as a result of a Permitted Transfer) shall be automatically granted a release or waiver from the restrictions contained in this Section 6.7 to the same extent, on substantially the same terms as and on a pro rata basis with, such Non-Electing Seller (or any Permitted Transferee thereof that Beneficially Owns any Lock-Up Shares as a result of a Permitted Transfer) or Person under the Sponsor Holders Agreement or A&R Registration Rights, as applicable, to which such release or waiver is granted. As used in this Section 6.7, the below terms shall have the following meanings ascribed to them:

Certain Restrictions on Transfer. Without (a) Each Shareholder agrees that, prior to the earliest of (i) Xxxxx 0, 0000, (xx) such time as the Abu Dhabi cluster is operational with a steady-state yield and volumes of at least seventy-five thousand (75,000) Wafer Starts on Qualified Processes per month, as set forth in the Wafer Supply Agreement, or (iii) the termination of the Transition Period under the Funding Agreement (the “Restricted Period”), it will not, directly or indirectly, make any Sale of Securities, or create, incur or assume any Encumbrance with respect to any Securities held by such Shareholder, or enter into any other transaction pursuant to which it or any of its Permitted Transferees shall receive any consideration in cash or other property in connection with such Securities (other than as a distribution thereon by FoundryCo), other than: (i) with the prior written consent of the Corporation as approved by other Shareholder; (ii) any Sale of Securities to (A) a majority of the independent directors of the Corporation, and without limiting the rights of any party to the Amended and Restated Registration Rights Agreement, dated as of the date hereof, by and among the Corporation and the stockholders party thereto (the “A&R Registration Rights Agreement”), neither any Restricted Transfer nor any public announcement of any intention to effect any Restricted Transfer of any Lock-Up Shares Beneficially Owned or otherwise held by any Non-Electing Seller (or any Permitted Transferee thereof) may be made during the Lock-Up Period applicable to such Lock-Up Shares. No Transfer of any shares of the Corporation’s stock may be made, except in compliance with applicable federal the provisions of this Article III, or (B) the other Shareholder; (iii) each of Discovery and state securities laws. To Oyster (and any of their Permitted Transferees holding Shares) shall be entitled to sell up to 25% of its Fully Diluted Shares (measured at the extent shares time of the Corporation’s stock are uncertificatedIPO) in the IPO; provided, however, that any Securities to be included on behalf of FoundryCo shall be given first priority to be included in the IPO and as among the Shareholders wishing to sell Securities, the Corporation number of Securities to be included in the IPO shall give notice be allocated pro rata based on the amount of Securities each Shareholder (and its Permitted Transferees) proposes to sell; provided further, that any Securities to be included in the restrictions set forth in this Section 6.7 in accordance with the DGCL. During the Lock-Up Period applicable to IPO on behalf of Discovery and Oyster and their respective Permitted Transferees shall be given priority over any Non-Electing Seller (other Shareholder or any employees of FoundryCo or any of its Subsidiaries; (iv) in each year following the IPO, each of Discovery and Oyster (and any of their Permitted Transferee thereof), any purported Transfer of Lock-Up Shares by such Non-Electing Seller (or such Permitted TransfereeTransferees holding Shares) other than in accordance with these Bylaws shall be null and void, and the Corporation shall refuse entitled to recognize any such Transfer for any purpose. Notwithstanding the provisions set forth in this sell up to an equal amount of its Fully Diluted Shares as permitted under Section 6.7, if 3.03(a)(iii) pursuant to (A) at least 120 days have elapsed since a Public Offering, or (B) an offering exempt from registration pursuant to Rule 144 under the Closing Date Securities Act, or similar non-U.S. applicable Law, if any, provided, however, that any Securities to be included on behalf of FoundryCo shall be given first priority to be included in any such Public Offering and as among the Shareholders wishing to sell Securities, the number of Securities to be included in any such Public Offering shall be allocated pro rata based on the amount of Securities each Shareholder (and its Permitted Transferees) proposes to sell; provided further, that any Securities to be included in any such Public Offering on behalf of Discovery and Oyster and their respective Permitted Transferees shall be given priority over any other Shareholder or any employees of FoundryCo or any of its Subsidiaries; (v) in each year following the IPO, including the year of the IPO, (A) with respect to Discovery, to pledge up to an equal amount of Fully Diluted Shares as defined in the Business Combination Agreement) permitted for sale under Section 3.03(a)(iii), and (B) with respect to Oyster, to pledge up to all of its Fully Diluted Shares; or (vi) any Sale of Securities by Oyster or its Permitted Transferees pursuant to Section 5.01. (b) Each Shareholder agrees that, following the Lock-Up Period is scheduled to end during a Blackout Period or within five Trading Days prior to a Blackout of the Restricted Period, the Lock-Up Period shall end 10 Trading Days prior to the commencement it will not, directly or indirectly, make any Sale of the Blackout Period (the “Blackout-Related Release”); provided that the Corporation shall announce the date of the expected Blackout-Related Release through a major news serviceSecurities, or on create, incur or assume any Encumbrance with respect to any Securities held by such Shareholder, or enter into any other transaction pursuant to which it or any of its Permitted Transferees shall receive any consideration in cash or other property in connection with such Securities (other than as a Form 8-K, at least two Trading Days in advance of the Blackout-Related Release; and provided further that the Blackout-Related Release shall not occur unless the Corporation shall have publicly released its earnings results for the quarterly period during which the Closing distribution thereon by FoundryCo) other than (as defined in the Business Combination Agreementi) occurred. For the avoidance of doubt, in no event shall the Lock-Up Period end earlier than 120 days after the Closing Date pursuant to the Blackout-Related Release. The foregoing notwithstandingexceptions set forth in Section 3.03(a) above or (ii) any Sale of Securities for cash or readily marketable securities that is made in compliance with the procedures, and subject to the extent any Non-Electing Seller (or any Permitted Transferee thereof that Beneficially Owns any Lock-Up Shares as a result of a Permitted Transfer) is granted a release or waiver from the restrictions contained limitations, set forth in this Section 6.7 prior to the expiration of the Lock-Up Period or any party under the Sponsor Holders AgreementSections 3.05, dated as of the date hereof3.06, by 3.07 and among the Corporation and the parties thereto (the “Sponsor Holders Agreement”) or the A&R Registration Rights Agreement is granted a release or waiver from its restrictions on transfer of the Corporation’s securities under such agreement, then all Non-Electing Sellers (and any Permitted Transferee thereof that Beneficially Owns any Lock-Up Shares as a result of a Permitted Transfer) shall be automatically granted a release or waiver from the restrictions contained in this Section 6.7 to the same extent, on substantially the same terms as and on a pro rata basis with, such Non-Electing Seller (or any Permitted Transferee thereof that Beneficially Owns any Lock-Up Shares as a result of a Permitted Transfer) or Person under the Sponsor Holders Agreement or A&R Registration Rights, as applicable, to which such release or waiver is granted. As used in this Section 6.7, the below terms shall have the following meanings ascribed to them:3.08.

Certain Restrictions on Transfer. Without the prior written consent Each Stockholder agrees that it will not, directly or indirectly, make or solicit any Sale of, or create, incur, solicit or assume any Encumbrance with respect to, any Share held by such Stockholder, and Synetic agrees that it will not, directly or indirectly, make or solicit any Sale of, or create, incur, solicit or assume any Encumbrance with respect to any of the Corporation as approved capital stock of Avicenna ("Avicenna Stock"), other than (a) any Sale or Encumbrance incurred to a Permitted Transferee; (b) any Sale made or Encumbrance incurred by a majority Cerner or its Permitted Transferees, if any, after the first date that is after the later of January 2, 2001 and the end of the independent directors of the Corporation, and without limiting the rights of any party to the Amended and Restated Registration Rights Agreement, dated as of the date hereof, by and among the Corporation and the stockholders party thereto (the “A&R Registration Rights Agreement”), neither any Restricted Transfer nor any public announcement of any intention to effect any Restricted Transfer of any IPO Lock-Up Shares Beneficially Owned Period; provided, however, that such Sale or otherwise held by any Non-Electing Seller (or any Permitted Transferee thereof) may be made during Encumbrance is allowed prior to January 2, 2001 if the IPO Lock-Up Period applicable has ended and Sales are made or Encumbrances incurred by Synetic, Avicenna or their respective Permitted Transferees pursuant to Section 3.03(c), such Sales or Encumbrances by Cerner or its Permitted Transferees to be of a percentage of the total Shares it then owns which is no greater than the percentage of total Shares owned by Synetic, Avicenna or their respective Permitted Transferees which are sold or encumbered pursuant to Section 3.03(c); (c) any Sale that is made or Encumbrance incurred by Synetic, Avicenna or their respective Permitted Transferees, if any; provided, however, that if such Sale is made prior to the time that the Company first becomes a Public Company, such Sale shall be made in compliance with the procedures, and subject to the limitations, of the "tag-along" rights or the "drag-along" rights set forth in Sections 3.04 and 3.05, respectively; provided, further, that Avicenna and its Permitted Transferees shall not make any such sale during the IPO Lock-Up SharesPeriod; (d) any Sale pursuant to a Public Offering; (e) any Sale of Shares of Common Stock pursuant to a Rule 144 Transaction so long as immediately prior to, and immediately after the consummation of, such Rule 144 Transaction the Company is a Public Company; or (f) any Sale by Cerner or its Permitted Transferees to Avicenna pursuant to Section 2.03 above. No Transfer of any shares of Notwithstanding the Corporation’s stock may be madeforegoing, except in compliance with applicable federal and state securities laws. To the extent shares of the Corporation’s stock are uncertificated, the Corporation shall give notice of the restrictions set forth as otherwise expressly provided in this Section 6.7 in accordance with Agreement, (x) all Sales permitted by the DGCL. During the Lock-Up Period applicable to any Non-Electing Seller foregoing clauses (or any Permitted Transferee thereof)a) through (f) shall be subject to, any purported Transfer of Lock-Up Shares by such Non-Electing Seller (or such Permitted Transferee) and shall not be made other than in accordance with these Bylaws shall be null and voidcompliance with, the provisions of Sections 3.01, 3.02, 3.06, and the Corporation shall refuse to recognize any such Transfer for any purpose. Notwithstanding the provisions set forth in this Section 6.73.07, if (A) at least 120 days have elapsed since the Closing Date (as defined in the Business Combination Agreement) and (By) the Lock-Up Period is scheduled to end during a Blackout Period no Sales or within five Trading Days prior to a Blackout PeriodEncumbrances of Avicenna Stock permitted above may be made if Avicenna acquires any assets or assumes any liabilities, the Lock-Up Period shall end 10 Trading Days prior to the commencement of the Blackout Period (the “Blackout-Related Release”); provided that the Corporation shall announce the date of the expected Blackout-Related Release through a major news service, or on a Form 8-K, at least two Trading Days in advance of the Blackout-Related Release; other than its Common Stock and provided further that the Blackout-Related Release shall not occur unless the Corporation shall have publicly released its earnings results for the quarterly period during which the Closing (as defined in the Business Combination Agreement) occurred. For the avoidance of doubt, in no event shall the Lock-Up Period end earlier than 120 days after the Closing Date pursuant to the Blackout-Related Release. The foregoing notwithstanding, to the extent any Non-Electing Seller (or any Permitted Transferee thereof that Beneficially Owns any Lock-Up Shares as a result of a Permitted Transfer) is granted a release or waiver from the restrictions contained in rights and obligations under this Section 6.7 prior to the expiration of the Lock-Up Period or any party under the Sponsor Holders Agreement, dated as of the date hereof, by and among the Corporation Agreement and the parties thereto (the “Sponsor Holders Agreement”) or the A&R Registration Rights Agreement is granted a release or waiver from its restrictions on transfer of the Corporation’s securities under such agreement, then all Non-Electing Sellers (and any Permitted Transferee thereof that Beneficially Owns any Lock-Up Shares as a result of a Permitted Transfer) shall be automatically granted a release or waiver from the restrictions contained in this Section 6.7 to the same extent, on substantially the same terms as and on a pro rata basis with, such Non-Electing Seller (or any Permitted Transferee thereof that Beneficially Owns any Lock-Up Shares as a result of a Permitted Transfer) or Person under the Sponsor Holders Agreement or A&R Registration Rights, as applicable, to which such release or waiver is granted. As used in this Section 6.7, the below terms shall have the following meanings ascribed to them:Ancillary Agreements.

Certain Restrictions on Transfer. Without (a) Each Shareholder agrees that, prior to the earliest of (i) Xxxxx 0, 0000, (xx) such time as the Abu Dhabi cluster is operational with a steady-state yield and volumes of at least seventy-five thousand (75,000) Wafer Starts on Qualified Processes per month, as set forth in the Wafer Supply Agreement, or (iii) the termination of the Transition Period under the Funding Agreement (the “Restricted Period”), it will not, directly or indirectly, make any Sale of Securities, or create, incur or assume any Encumbrance with respect to any Securities held by such Shareholder, or enter into any other transaction pursuant to which it or any of its Permitted Transferees shall receive any consideration in cash or other property in connection with such Securities (other than as a distribution thereon by FoundryCo), other than: (i) with the prior written consent of the Corporation as approved by other Shareholder; (ii) any Sale of Securities to (A) a majority of the independent directors of the Corporation, and without limiting the rights of any party to the Amended and Restated Registration Rights Agreement, dated as of the date hereof, by and among the Corporation and the stockholders party thereto (the “A&R Registration Rights Agreement”), neither any Restricted Transfer nor any public announcement of any intention to effect any Restricted Transfer of any Lock-Up Shares Beneficially Owned or otherwise held by any Non-Electing Seller (or any Permitted Transferee thereof) may be made during the Lock-Up Period applicable to such Lock-Up Shares. No Transfer of any shares of the Corporation’s stock may be made, except in compliance with applicable federal the provisions of this Article III, or (B) the other Shareholder; (iii) each of Discovery and state securities laws. To Oyster (and any of their Permitted Transferees holding Shares) shall be entitled to sell up to 25% of its Fully Diluted Shares (measured at the extent shares time of the Corporation’s stock are uncertificatedIPO) in the IPO; provided, however, that any Securities to be included on behalf of FoundryCo shall be given first priority to be included in the IPO and as among the Shareholders wishing to sell Securities, the Corporation number of Securities to be included in the IPO shall give notice be allocated pro rata based on the amount of Securities each Shareholder (and its Permitted Transferees) proposes to sell; provided further, that any Securities to be included in the restrictions set forth in this Section 6.7 in accordance with the DGCL. During the Lock-Up Period applicable to IPO on behalf of Discovery and Oyster and their respective Permitted Transferees shall be given priority over any Non-Electing Seller (other Shareholder or any employees of FoundryCo or any of its Subsidiaries; and provided further, that, with respect only to Discovery or any of its Permitted Transferee thereof)Transferees, any purported Transfer of Lock-Up Shares by such Non-Electing Seller (or such Permitted Transferee) other than in accordance with these Bylaws this right shall be null suspended until the Reconciliation Event has occurred; (iv) in each year following the IPO, each of Discovery and void, Oyster (and the Corporation any of their Permitted Transferees holding Shares) shall refuse be entitled to recognize any such Transfer for any purpose. Notwithstanding the provisions set forth in this sell up to an equal amount of its Fully Diluted Shares as permitted under Section 6.7, if 3.03(a)(iii) pursuant to (A) at least 120 days have elapsed since a Public Offering, or (B) an offering exempt from registration pursuant to Rule 144 under the Closing Date Securities Act, or similar non-U.S. applicable Law, if any, provided, however, that any Securities to be included on behalf of FoundryCo shall be given first priority to be included in any such Public Offering and as among the Shareholders wishing to sell Securities, the number of Securities to be included in any such Public Offering shall be allocated pro rata based on the amount of Securities each Shareholder (and its Permitted Transferees) proposes to sell; provided further, that any Securities to be included in any such Public Offering on behalf of Discovery and Oyster and their respective Permitted Transferees shall be given priority over any other Shareholder or any employees of FoundryCo or any of its Subsidiaries; and provided further, that, with respect only to Discovery or any of its Permitted Transferees, this right shall be suspended until the Reconciliation Event has occurred; (v) in each year following the IPO, including the year of the IPO, (A) with respect to Discovery, to pledge up to an equal amount of Fully Diluted Shares as defined in permitted for sale under Section 3.03(a)(iii); provided however, that, this right shall be suspended until the Business Combination Agreement) Reconciliation Event has occurred, and (B) with respect to Oyster, to pledge up to all of its Fully Diluted Shares; or (vi) any Sale of Securities by Oyster or its Permitted Transferees pursuant to Section 5.01. (b) Each Shareholder agrees that, following the Lock-Up Period is scheduled to end during a Blackout Period or within five Trading Days prior to a Blackout of the Restricted Period, the Lock-Up Period shall end 10 Trading Days prior to the commencement it will not, directly or indirectly, make any Sale of the Blackout Period (the “Blackout-Related Release”); provided that the Corporation shall announce the date of the expected Blackout-Related Release through a major news serviceSecurities, or on create, incur or assume any Encumbrance with respect to any Securities held by such Shareholder, or enter into any other transaction pursuant to which it or any of its Permitted Transferees shall receive any consideration in cash or other property in connection with such Securities (other than as a Form 8-K, at least two Trading Days in advance of the Blackout-Related Release; and provided further that the Blackout-Related Release shall not occur unless the Corporation shall have publicly released its earnings results for the quarterly period during which the Closing distribution thereon by FoundryCo) other than (as defined in the Business Combination Agreementi) occurred. For the avoidance of doubt, in no event shall the Lock-Up Period end earlier than 120 days after the Closing Date pursuant to the Blackout-Related Release. The foregoing notwithstandingexceptions set forth in Section 3.03(a) above or (ii) any Sale of Securities for cash or readily marketable securities that is made in compliance with the procedures, and subject to the extent any Non-Electing Seller (or any Permitted Transferee thereof that Beneficially Owns any Lock-Up Shares as a result of a Permitted Transfer) is granted a release or waiver from the restrictions contained limitations, set forth in this Section 6.7 prior to the expiration of the Lock-Up Period or any party under the Sponsor Holders AgreementSections 3.05, dated as of the date hereof3.06, by 3.07 and among the Corporation and the parties thereto (the “Sponsor Holders Agreement”) or the A&R Registration Rights Agreement is granted a release or waiver from its restrictions on transfer of the Corporation’s securities under such agreement, then all Non-Electing Sellers (and any Permitted Transferee thereof that Beneficially Owns any Lock-Up Shares as a result of a Permitted Transfer) shall be automatically granted a release or waiver from the restrictions contained in this Section 6.7 to the same extent, on substantially the same terms as and on a pro rata basis with, such Non-Electing Seller (or any Permitted Transferee thereof that Beneficially Owns any Lock-Up Shares as a result of a Permitted Transfer) or Person under the Sponsor Holders Agreement or A&R Registration Rights, as applicable, to which such release or waiver is granted. As used in this Section 6.7, the below terms shall have the following meanings ascribed to them:3.08.

Certain Restrictions on Transfer. Without (a) Each Shareholder agrees that, prior to the earliest of (i) [ ], 20[18], (ii) such time as the Abu Dhabi cluster is operational with a steady-state yield and volumes of at least seventy-five thousand (75,000) Wafer Starts on Qualified Processes per month, as set forth in the Wafer Supply Agreement, or (iii) the termination of the Transition Period under the Funding Agreement (the “Restricted Period”), it will not, directly or indirectly, make any Sale of Securities, or create, incur or assume any Encumbrance with respect to any Securities held by such Shareholder, or enter into any other transaction pursuant to which it or any of its Permitted Transferees shall receive any consideration in cash or other property in connection with such Securities (other than as a distribution thereon by FoundryCo), other than: (i) with the prior written consent of the Corporation as approved by other Shareholder; (ii) any Sale of Securities to (A) a majority of the independent directors of the Corporation, and without limiting the rights of any party to the Amended and Restated Registration Rights Agreement, dated as of the date hereof, by and among the Corporation and the stockholders party thereto (the “A&R Registration Rights Agreement”), neither any Restricted Transfer nor any public announcement of any intention to effect any Restricted Transfer of any Lock-Up Shares Beneficially Owned or otherwise held by any Non-Electing Seller (or any Permitted Transferee thereof) may be made during the Lock-Up Period applicable to such Lock-Up Shares. No Transfer of any shares of the Corporation’s stock may be made, except in compliance with applicable federal the provisions of this Article III, or (B) the other Shareholder; (iii) each of Discovery and state securities laws. To Oyster (and any of their Permitted Transferees holding Shares) shall be entitled to sell up to 25% of its Fully Diluted Shares (measured at the extent shares time of the Corporation’s stock are uncertificatedIPO) in the IPO; provided, however, that any Securities to be included on behalf of FoundryCo shall be given first priority to be included in the IPO and as among the Shareholders wishing to sell Securities, the Corporation number of Securities to be included in the IPO shall give notice be allocated pro rata based on the amount of Securities each Shareholder (and its Permitted Transferees) proposes to sell; provided further, that any Securities to be included in the restrictions set forth in this Section 6.7 in accordance with the DGCL. During the Lock-Up Period applicable to IPO on behalf of Discovery and Oyster and their respective Permitted Transferees shall be given priority over any Non-Electing Seller (other Shareholder or any employees of FoundryCo or any of its Subsidiaries; and provided further, that, with respect only to Discovery or any of its Permitted Transferee thereof)Transferees, any purported Transfer of Lock-Up Shares by such Non-Electing Seller (or such Permitted Transferee) other than in accordance with these Bylaws this right shall be null suspended until the Reconciliation Event has occurred; (iv) in each year following the IPO, each of Discovery and void, Oyster (and the Corporation any of their Permitted Transferees holding Shares) shall refuse be entitled to recognize any such Transfer for any purpose. Notwithstanding the provisions set forth in this sell up to an equal amount of its Fully Diluted Shares as permitted under Section 6.7, if 3.03(a)(iii) pursuant to (A) at least 120 days have elapsed since a Public Offering, or (B) an offering exempt from registration pursuant to Rule 144 under the Closing Date Securities Act, or similar non-U.S. applicable Law, if any, provided, however, that any Securities to be included on behalf of FoundryCo shall be given first priority to be included in any such Public Offering and as among the Shareholders wishing to sell Securities, the number of Securities to be included in any such Public Offering shall be allocated pro rata based on the amount of Securities each Shareholder (and its Permitted Transferees) proposes to sell; provided further, that any Securities to be included in any such Public Offering on behalf of Discovery and Oyster and their respective Permitted Transferees shall be given priority over any other Shareholder or any employees of FoundryCo or any of its Subsidiaries; and provided further, that, with respect only to Discovery or any of its Permitted Transferees, this right shall be suspended until the Reconciliation Event has occurred; (v) in each year following the IPO, including the year of the IPO, (A) with respect to Discovery, to pledge up to an equal amount of Fully Diluted Shares as defined in permitted for sale under Section 3.03(a)(iii); provided however, that, this right shall be suspended until the Business Combination Agreement) Reconciliation Event has occurred, and (B) with respect to Oyster, to pledge up to all of its Fully Diluted Shares; or (vi) any Sale of Securities by Oyster or its Permitted Transferees pursuant to Section 5.01. (b) Each Shareholder agrees that, following the Lock-Up Period is scheduled to end during a Blackout Period or within five Trading Days prior to a Blackout of the Restricted Period, the Lock-Up Period shall end 10 Trading Days prior to the commencement it will not, directly or indirectly, make any Sale of the Blackout Period (the “Blackout-Related Release”); provided that the Corporation shall announce the date of the expected Blackout-Related Release through a major news serviceSecurities, or on create, incur or assume any Encumbrance with respect to any Securities held by such Shareholder, or enter into any other transaction pursuant to which it or any of its Permitted Transferees shall receive any consideration in cash or other property in connection with such Securities (other than as a Form 8-K, at least two Trading Days in advance of the Blackout-Related Release; and provided further that the Blackout-Related Release shall not occur unless the Corporation shall have publicly released its earnings results for the quarterly period during which the Closing distribution thereon by FoundryCo) other than (as defined in the Business Combination Agreementi) occurred. For the avoidance of doubt, in no event shall the Lock-Up Period end earlier than 120 days after the Closing Date pursuant to the Blackout-Related Release. The foregoing notwithstandingexceptions set forth in Section 3.03(a) above or (ii) any Sale of Securities for cash or readily marketable securities that is made in compliance with the procedures, and subject to the extent any Non-Electing Seller (or any Permitted Transferee thereof that Beneficially Owns any Lock-Up Shares as a result of a Permitted Transfer) is granted a release or waiver from the restrictions contained limitations, set forth in this Section 6.7 prior to the expiration of the Lock-Up Period or any party under the Sponsor Holders AgreementSections 3.05, dated as of the date hereof3.06, by 3.07 and among the Corporation and the parties thereto (the “Sponsor Holders Agreement”) or the A&R Registration Rights Agreement is granted a release or waiver from its restrictions on transfer of the Corporation’s securities under such agreement, then all Non-Electing Sellers (and any Permitted Transferee thereof that Beneficially Owns any Lock-Up Shares as a result of a Permitted Transfer) shall be automatically granted a release or waiver from the restrictions contained in this Section 6.7 to the same extent, on substantially the same terms as and on a pro rata basis with, such Non-Electing Seller (or any Permitted Transferee thereof that Beneficially Owns any Lock-Up Shares as a result of a Permitted Transfer) or Person under the Sponsor Holders Agreement or A&R Registration Rights, as applicable, to which such release or waiver is granted. As used in this Section 6.7, the below terms shall have the following meanings ascribed to them:3.08.