Common use of Exceptions to Lock-Up Clause in Contracts

Exceptions to Lock-Up. The provisions of Section 3 shall not apply to: (a) Transfers of Subject Shares as a bona fide gift or charitable contribution; (b) Transfers of Subject Shares to a trust, family limited partnership or other entity formed for estate planning purposes for the primary benefit of the spouse, domestic partner, parent, sibling, child or grandchild of Holder or any other person with whom Holder has a relationship by blood, marriage or adoption not more remote than first cousin and Transfers to any such family member; (c) Transfers of Subject Shares by will or intestate succession or the laws of descent and distributions upon the death of Holder (it being understood and agreed that the appointment of one or more executors, administrators or personal representatives of the estate of Holder shall not be deemed a Transfer hereunder to the extent that such executors, administrators and/or personal representatives comply with the terms of this Agreement on behalf of such estate); (d) Transfers of Subject Shares pursuant to a qualified domestic order or in connection with a divorce settlement; (e) if Holder is a corporation, partnership (whether general, limited or otherwise), limited liability company, trust or other business entity, (i) Transfers of Subject Shares to another corporation, partnership, limited liability company, trust or other business entity that controls, is controlled by or is under common control or management with Holder (including, for the avoidance of doubt, where such Holder is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such partnership), or (ii) Transfers of Subject Shares as part of a dividend, distribution, transfer or other disposition of shares to partners, limited liability company members, direct or indirect stockholders or other equity holders of Holder, including, for the avoidance of doubt, where such Holder is a partnership, to its general partner or a successor partnership, fund or investment vehicle, or any other partnerships, funds or investment vehicles controlled or managed by such partnership; (f) if Holder is a trust, Transfers of Subject Shares to a trustor or beneficiary of such trust or to the estate of a beneficiary of such trust; (g) Transfers of Subject Shares to Parent’s or Holder’s officers, directors, members, consultants or their affiliates; (h) pledges of Subject Shares as security or collateral in connection with any borrowing or the incurrence of any indebtedness by any Holder (provided such borrowing or incurrence of indebtedness is secured by a portfolio of assets or equity interests issued by multiple issuers); (i) Transfers of Subject Shares pursuant to a bona fide third-party tender offer, merger, asset acquisition, stock sale, recapitalization, consolidation, business combination or other transaction or series of related transactions involving a Change in Control in Parent, provided that in the event that such tender offer, merger, asset acquisition, stock sale, recapitalization, consolidation, business combination or other such transaction is not completed, the securities subject to this Agreement shall remain subject to this Agreement; (j) Transfers of Subject Shares to Parent in connection with the liquidation or dissolution of Parent by virtue of the laws of the state of Parent’s organization and Parent’s organizational documents; (k) the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act, provided that such plan does not provide for the Transfer of any Subject Shares during the Lock-Up Period; and (l) Transfers of Subject Shares to satisfy any U.S. federal, state, or local income tax obligations of the Lock-up Party (or its direct or indirect owners) arising from a change in the U.S. Internal Revenue Code of 1986, as amended (the “Code”), or the U.S. Treasury Regulations promulgated thereunder (the “Regulations”) after the date on which the Merger Agreement was executed by the parties, and such change prevents the Merger from qualifying as a “reorganization” pursuant to Section 368 of the Code (and the Merger does not qualify for similar tax-free treatment pursuant to any successor or other provision of the Code or Regulations taking into account such changes), in each case solely and to the extent necessary to cover any tax liability as a direct result of the transaction;

Exceptions to Lock-Up. The provisions of restrictions described above in Section 3 shall 3.1 do not apply to: (a) Transfers transactions relating to the Equity Securities or other securities acquired in open market transactions after the date of Subject Shares this Agreement; (b) transfers of Equity Securities as a bona fide gift or charitable contribution; (b) Transfers of Subject Shares to a trust, family limited partnership or other entity formed for estate planning purposes for the primary benefit of the spouse, domestic partner, parent, sibling, child or grandchild of Holder or any other person with whom Holder has a relationship by blood, marriage or adoption not more remote than first cousin and Transfers to any such family member; (c) Transfers of Subject Shares by will issuances, transfers, redemptions or intestate succession exchanges in connection with the Restructuring on or the laws of descent and distributions upon the death of Holder (it being understood and agreed that the appointment of one or more executors, administrators or personal representatives of the estate of Holder shall not be deemed a Transfer hereunder prior to the extent that such executors, administrators and/or personal representatives comply with the terms date of this Agreement on behalf of such estate)Agreement; (d) Transfers transfers of Subject Shares Equity Securities as a bona fide gift; (e) transfers upon the death of any of the Restricted Stockholders, by will or intestacy, including to the transferee’s nominee or custodian; (f) distributions of Equity Securities to limited partners or stockholders of the Restricted Stockholders; (g) facilitating the establishment of a trading plan on behalf of a stockholder, officer or director of the Issuer pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Equity Securities, provided that (i) such plan does not provide for the transfer of Equity Securities restricted under this Agreement and not released pursuant to Section 3.2 or this Section 3.3 during the Restricted Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the undersigned or the Issuer regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of Equity Securities may be made under such plan during the Restricted Period; (h) the transfer of Equity Securities that occurs by operation of law pursuant to a qualified domestic order or in connection with a divorce settlement; (e) if Holder is a corporation, partnership (whether general, limited or otherwise), limited liability company, trust settlement or other business entity, (i) Transfers of Subject Shares to another corporation, partnership, limited liability company, trust or other business entity that controls, is controlled by or is under common control or management with Holder (including, for the avoidance of doubt, where such Holder is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such partnership), or (ii) Transfers of Subject Shares as part of a dividend, distribution, transfer or other disposition of shares to partners, limited liability company members, direct or indirect stockholders or other equity holders of Holder, including, for the avoidance of doubt, where such Holder is a partnership, to its general partner or a successor partnership, fund or investment vehicle, or any other partnerships, funds or investment vehicles controlled or managed by such partnership; (f) if Holder is a trust, Transfers of Subject Shares to a trustor or beneficiary of such trust or to the estate of a beneficiary of such trust; (g) Transfers of Subject Shares to Parent’s or Holder’s officers, directors, members, consultants or their affiliates; (h) pledges of Subject Shares as security or collateral in connection with any borrowing or the incurrence of any indebtedness by any Holder (provided such borrowing or incurrence of indebtedness is secured by a portfolio of assets or equity interests issued by multiple issuers)court order; (i) Transfers a disposition to any trust, the beneficiaries of Subject Shares pursuant which are a Restricted Stockholder and/or Immediate Family members of a Restricted Stockholder, or, if the Restricted Stockholder is a trust, to any beneficiaries of the Restricted Stockholder; (j) transfers to an Immediate Family member of a Restricted Stockholder or a trust formed for the direct or indirect benefit of an immediate family member of a Restricted Stockholder, or an entity all of the partners, members or stockholders of which are, directly or indirectly, immediate family members, or transfers from any such entity to an Immediate Family Member or any of the other entities described in this clause (j); (k) a transfer to the Issuer upon a vesting event of the Issuer’s restricted stock units or upon the exercise of options to purchase the Issuer’s securities (x) on a “cashless” or “net exercise” basis (in each case to the extent permitted by the instruments representing such options or other securities), so long as such “cashless” exercise or “net exercise” is effected solely by the surrender to the Issuer of shares subject to outstanding options or other securities and the Issuer’s cancellation of all or a portion thereof solely in an amount sufficient to pay the exercise price (or the payment of taxes due as a result of such vesting event or exercise); provided that the Equity Securities received upon such vesting event or exercise shall continue to be subject to the terms of this Agreement or (y) as a cash settle of any options being settled by the Issuer, in its sole discretion; or (l) the transfer of shares of Equity Securities in connection with a bona fide third-party tender offer, merger, asset acquisition, stock sale, recapitalization, consolidation, business combination consolidation or other similar transaction or series that is approved by the Board, made to all holders of related transactions Common Stock, involving a Change in Control in ParentControl, provided that in the event that such the tender offer, merger, asset acquisition, stock sale, recapitalization, consolidation, business combination consolidation or other such transaction is not completed, the securities subject to this Agreement Equity Securities owned by the Restricted Stockholders shall remain subject to the restrictions contained in this Agreement; Article III; provided, that in the case of any transfer or distribution pursuant to clause (d), (e), (f), (h), (i) or (j) Transfers of Subject Shares to Parent in connection with the liquidation ), each donee, transferee or dissolution of Parent by virtue of the laws of the state of Parent’s organization distributee shall sign and Parent’s organizational documents; (k) the establishment of deliver a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act, provided that such plan does not provide for the Transfer of any Subject Shares during the Lock-Up Period; and (l) Transfers of Subject Shares to satisfy any U.S. federal, state, or local income tax obligations of the Locklock-up Party (or its direct or indirect owners) arising from a change agreement substantially in the U.S. Internal Revenue Code form of 1986, as amended (the “Code”), or the U.S. Treasury Regulations promulgated thereunder (the “Regulations”) after the date on which the Merger Agreement was executed by the parties, and such change prevents the Merger from qualifying as a “reorganization” pursuant to Section 368 of the Code (and the Merger does not qualify for similar tax-free treatment pursuant to any successor or other provision of the Code or Regulations taking into account such changes), in each case solely and to the extent necessary to cover any tax liability as a direct result of the transaction;this Article III.

Exceptions to Lock-Up. The provisions of restrictions described above in Section 3 shall 2.1 do not apply to: (a) Transfers transactions relating to the Equity Securities or other securities acquired in open market transactions after the date of Subject Shares this Agreement; (b) transfers of Equity Securities as a bona fide gift or charitable contribution; (b) Transfers of Subject Shares to a trust, family limited partnership or other entity formed for estate planning purposes for the primary benefit of the spouse, domestic partner, parent, sibling, child or grandchild of Holder or any other person with whom Holder has a relationship by blood, marriage or adoption not more remote than first cousin and Transfers to any such family member; (c) Transfers of Subject Shares by will issuances, transfers, redemptions or intestate succession exchanges in connection with the restructuring on or the laws of descent and distributions upon the death of Holder (it being understood and agreed that the appointment of one or more executors, administrators or personal representatives of the estate of Holder shall not be deemed a Transfer hereunder prior to the extent that such executors, administrators and/or personal representatives comply with the terms date of this Agreement on behalf of such estate)Agreement; (d) Transfers transfers of Subject Shares Equity Securities as a bona fide gift; (e) transfers upon the death of any of the Restricted Stockholder, by will or intestacy, including to the transferee’s nominee or custodian; (f) distributions of Equity Securities to limited partners or stockholders of the Restricted Stockholder; (g) facilitating the establishment of a trading plan on behalf of a stockholder, officer or director of the Issuer pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Equity Securities, provided that (i) such plan does not provide for the transfer of Equity Securities restricted under this Agreement and not released pursuant to Section 2.2 or this Section 2.3 during the Restricted Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the undersigned or the Issuer regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of Equity Securities may be made under such plan during the Restricted Period; (h) the transfer of Equity Securities that occurs by operation of law pursuant to a qualified domestic order or in connection with a divorce settlement; (e) if Holder is a corporation, partnership (whether general, limited or otherwise), limited liability company, trust settlement or other business entity, (i) Transfers of Subject Shares to another corporation, partnership, limited liability company, trust or other business entity that controls, is controlled by or is under common control or management with Holder (including, for the avoidance of doubt, where such Holder is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such partnership), or (ii) Transfers of Subject Shares as part of a dividend, distribution, transfer or other disposition of shares to partners, limited liability company members, direct or indirect stockholders or other equity holders of Holder, including, for the avoidance of doubt, where such Holder is a partnership, to its general partner or a successor partnership, fund or investment vehicle, or any other partnerships, funds or investment vehicles controlled or managed by such partnership; (f) if Holder is a trust, Transfers of Subject Shares to a trustor or beneficiary of such trust or to the estate of a beneficiary of such trust; (g) Transfers of Subject Shares to Parent’s or Holder’s officers, directors, members, consultants or their affiliates; (h) pledges of Subject Shares as security or collateral in connection with any borrowing or the incurrence of any indebtedness by any Holder (provided such borrowing or incurrence of indebtedness is secured by a portfolio of assets or equity interests issued by multiple issuers)court order; (i) Transfers a disposition to any trust, the beneficiaries of Subject Shares pursuant which are a Restricted Stockholder and/or Immediate Family members of a Restricted Stockholder, or, if the Restricted Stockholder is a trust, to any beneficiaries of the Restricted Stockholder; (j) transfers to an Immediate Family member of a Restricted Stockholder or a trust formed for the direct or indirect benefit of an immediate family member of a Restricted Stockholder, or an entity all of the partners, members or stockholders of which are, directly or indirectly, immediate family members, or transfers from any such entity to an Immediate Family Member or any of the other entities described in this clause (j); (k) a transfer to the Issuer upon a vesting event of the Issuer’s restricted stock units or upon the exercise of options to purchase the Issuer’s securities (x) on a “cashless” or “net exercise” basis (in each case to the extent permitted by the instruments representing such options or other securities), so long as such “cashless” exercise or “net exercise” is effected solely by the surrender to the Issuer of shares subject to outstanding options or other securities and the Issuer’s cancellation of all or a portion thereof solely in an amount sufficient to pay the exercise price (or the payment of taxes due as a result of such vesting event or exercise); provided that the Equity Securities received upon such vesting event or exercise shall continue to be subject to the terms of this Agreement or (y) as a cash settle of any options being settled by the Issuer, in its sole discretion; or (l) the transfer of shares of Equity Securities in connection with a bona fide third-party tender offer, merger, asset acquisition, stock sale, recapitalization, consolidation, business combination consolidation or other similar transaction or series that is approved by the Board, made to all holders of related transactions involving a Change in Control in ParentCommon Stock, provided that in the event that such the tender offer, merger, asset acquisition, stock sale, recapitalization, consolidation, business combination consolidation or other such transaction is not completed, the securities subject to this Agreement Equity Securities owned by the Restricted Stockholder shall remain subject to the restrictions contained in this Agreement; Article II; provided, that in the case of any transfer or distribution pursuant to clause (d), (e), (f), (h), (i) or (j) Transfers of Subject Shares to Parent in connection with the liquidation ), each donee, transferee or dissolution of Parent by virtue of the laws of the state of Parent’s organization distributee shall sign and Parent’s organizational documents; (k) the establishment of deliver a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act, provided that such plan does not provide for the Transfer of any Subject Shares during the Lock-Up Period; and (l) Transfers of Subject Shares to satisfy any U.S. federal, state, or local income tax obligations of the Locklock-up Party (or its direct or indirect owners) arising from a change agreement substantially in the U.S. Internal Revenue Code form of 1986, as amended (the “Code”), or the U.S. Treasury Regulations promulgated thereunder (the “Regulations”) after the date on which the Merger Agreement was executed by the parties, and such change prevents the Merger from qualifying as a “reorganization” pursuant to Section 368 of the Code (and the Merger does not qualify for similar tax-free treatment pursuant to any successor or other provision of the Code or Regulations taking into account such changes), in each case solely and to the extent necessary to cover any tax liability as a direct result of the transaction;this Article II.