Common use of Holdback Agreement Clause in Contracts

Holdback Agreement. In consideration for the Company agreeing to its obligations under this Agreement, each Holder agrees in connection with any registration of the Company's securities (whether or not such Holder is participating in such registration) upon the request of the Company and the underwriters managing any underwritten offering of the Company's securities not to effect any public sale or distribution of Registrable Securities, including, but not limited to, any sale pursuant to Rule 144, or make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of, or enter into any swap or other arrangement that transfers to another Person any of the economic consequences of ownership of, any Registrable Securities, any other equity securities of the Company or any securities convertible into or exchangeable or exercisable for any equity securities of the Company without the prior written consent of the Company or such underwriters, as the case may be, during the Holdback Period, provided that nothing herein will prevent any Holder that is a partnership or corporation from making a transfer to an Affiliate that is otherwise in compliance with applicable securities laws, so long as any such transferee agrees to be so bound. Notwithstanding the foregoing, such agreement shall not apply to distributions-in-kind to a Holder’s partners or members. If any registration pursuant to Section 2 of this Agreement shall be in connection with any underwritten public offering, the Company will not effect any public sale or distribution of any common equity (or securities convertible into or exchangeable or exercisable for common equity) (other than a registration statement (A) on Form S‑4, Form S‑8 or any successor forms thereto or (B) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan) for its own account, during the Holdback Period.

Holdback Agreement. In consideration for the Company agreeing to its obligations under this Agreement, each Holder CD&R Stockholder agrees in connection with any registration Marketed Underwritten Shelf Offering or Marketed Underwritten Offering of the Company's securities ’s Common Stock (whether or not such Holder CD&R Stockholder is participating in such registrationtransaction) upon the request of the Company and the underwriters underwriter(s) managing any underwritten offering of the Company's securities such Underwritten Offering, not to effect (other than pursuant to such registration) any public sale or distribution of Registrable SecuritiesCommon Stock, including, but not limited to, any sale pursuant to Rule 144, or make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of, or enter into any swap or other arrangement that transfers to another Person any of the economic consequences of ownership of, any Registrable SecuritiesCommon Stock, any other equity securities of the Company or any securities convertible into or exchangeable or exercisable for any equity securities of the Company without the prior written consent of the Company or such underwriters, as the case may be, during the Holdback Period, provided that nothing herein will prevent any Holder that is a partnership or corporation from making a transfer to an Affiliate that is otherwise in compliance with applicable securities laws, so long as any such transferee agrees to be so bound. Notwithstanding the foregoing, such agreement shall not apply to distributions-in-kind to a Holder’s partners or members. If any registration pursuant to Section 2 of this Agreement shall be in connection with any underwritten public offeringMarketed Underwritten Shelf Offering or other Marketed Underwritten Offering where the plan of distribution contemplates a customary “road show” (including an “electronic road show”) or other substantial marketing effort by the Company and the underwriters, the Company will not effect any public sale or distribution of any common equity (or securities convertible into or exchangeable or exercisable for common equity) (other than a registration statement (Ai) on Form S‑4S-4, Form S‑8 S-8 or any successor forms thereto promulgated for similar purposes or (Bii) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan) for its own account, during the Holdback Period.

Holdback Agreement. In consideration for the Company agreeing to its obligations under this Agreement, each Holder agrees in connection with any registration underwritten offering of the Company's ’s securities with respect to which the Company has complied with its obligations under Section 2 hereof, and in which offering such Holder has an opportunity to participate subject to the priority set forth in Section 2(b) (whether or not such Holder is participating in such registration) offering), upon the request of the Company and the underwriters managing any such underwritten offering of the Company's securities offering, not to effect (other than pursuant to such offering) any public sale or distribution of Registrable Securities, including, but not limited to, any sale pursuant to Rule 144, or make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of, or enter into any swap or other arrangement that transfers to another Person any of the economic consequences of ownership of, any Registrable Securities, any other equity securities of the Company or any securities convertible into or exchangeable or exercisable for any equity securities of the Company Company, in each case without the prior written consent of the Company or such underwriters, as the case may beunderwriters and subject to customary exceptions (including for Charitable Gifting Events), during the Holdback Period, ; provided that nothing herein will prevent (i) any Holder that is a partnership or corporation from making a transfer to an Affiliate that is otherwise in compliance with applicable securities laws, so long (ii) any pledge of Registrable Securities by a Holder in connection with a Permitted Loan (as defined in the Investment Agreement) or (iii) any such transferee agrees to be so boundforeclosure in connection with a Permitted Loan (as defined in the Investment Agreement) or transfer in lieu of a foreclosure thereunder, in each case that is otherwise in compliance with applicable securities laws. Notwithstanding the foregoing, any discretionary waiver or termination of this holdback provision by such agreement underwriters with respect to any of the Holders shall not apply to distributions-in-kind the other Holders as well, pro rata based upon the number of shares subject to a Holder’s partners or members. If any registration pursuant to Section 2 of this Agreement shall be in connection with any underwritten public offering, the Company will not effect any public sale or distribution of any common equity (or securities convertible into or exchangeable or exercisable for common equity) (other than a registration statement (A) on Form S‑4, Form S‑8 or any successor forms thereto or (B) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan) for its own account, during the Holdback Periodsuch obligations.

Holdback Agreement. In consideration for the Company agreeing to its obligations under this Agreement, each Holder agrees in connection with any registration of the Company's ’s securities (whether or not such Holder is participating in such registration) upon the request of the Company and the underwriters underwriter(s) managing any underwritten offering of the Company's securities ’s securities, not to effect (other than pursuant to such registration) any public sale or distribution of Registrable Securities, including, but not limited to, any sale pursuant to Rule 144, or make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of, or enter into any swap or other arrangement that transfers to another Person any of the economic consequences of ownership of, any Registrable Securities, any other equity securities of the Company or any securities convertible into or exchangeable or exercisable for any equity securities of the Company without the prior written consent of the Company or such underwriters, as the case may be, during the Holdback Period, provided that nothing herein will prevent any Holder that is a partnership or corporation from making a transfer to an Affiliate that is otherwise in compliance with applicable securities laws, so long as any such transferee agrees to be so bound. Notwithstanding the foregoing, such agreement shall not apply to distributions-in-kind to a Holder’s partners or members. If any registration pursuant to Section 2 of this Agreement 3 shall be in connection with any underwritten public offering, the Company will not effect any public sale or distribution of any common equity (or securities convertible into or exchangeable or exercisable for common equity) Equity Securities (other than a registration statement (Ai) on Form S‑4X-0, Form S‑8 Xxxx X-0 or any successor forms thereto promulgated for similar purposes or (Bii) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan) for its own account, during the Holdback Period. Notwithstanding anything to the contrary set forth in this Section 10(b), in connection with an underwritten offering that is a Block Sale, (A) no Holder shall be subject to a lock-up agreement, other than, if requested by the managing underwriter for such offering, a Holder that is participating in such Block Sale and (B) such Holdback Period shall not exceed sixty calendar days in connection with any Block Sale.

Holdback Agreement. In consideration for the Company agreeing to its obligations under this Agreement, each Holder agrees in connection with any registration of the Company's ’s securities (whether or not such Holder is participating in such registration) upon the request of the Company and the underwriters managing any underwritten offering of the Company's ’s securities not to effect (other than pursuant to such registration or any Specified Non-Marketed Offering) any public sale or distribution of Registrable Securities, including, but not limited to, any sale pursuant to Rule 144, or make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of, or enter into any swap or other arrangement that transfers to another Person any of the economic consequences of ownership of, any Registrable Securities, any other equity securities of the Company or any securities convertible into or exchangeable or exercisable for any equity securities of the Company without the prior written consent of the Company or such underwriters, as the case may be, during the Holdback Period, provided that nothing herein will prevent any Holder that is a partnership or corporation from making a transfer to an Affiliate that is otherwise in compliance with applicable securities lawslaws and, if applicable, the Stockholders Agreement, so long as any such transferee agrees to be so bound. Notwithstanding the foregoing, such agreement shall not apply to distributions-in-kind to a Holder’s partners or members. If any registration pursuant to Section 2 3 of this Agreement shall be in connection with any underwritten public offering, the Company will not effect any public sale or distribution of any common equity (or securities convertible into or exchangeable or exercisable for common equity) (other than a registration statement (A) on Form S‑4X-0, Form S‑8 Xxxx X-0 or any successor forms thereto or (B) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan) for its own account, during the Holdback Period.

Holdback Agreement. In consideration for the Company agreeing to its obligations under this Agreement, each Holder agrees in connection with any registration of the Company's ’s securities (whether or not such Holder is participating in such registration) upon the request of the Company and the underwriters underwriter(s) managing any underwritten offering Underwritten Offering of the Company's securities ’s securities, not to effect (other than pursuant to such registration) any public sale or distribution of Registrable Securities, including, but not limited to, any sale pursuant to Rule 144, or make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of, or enter into any swap or other arrangement that transfers to another Person any of the economic consequences of ownership of, any Registrable Securities, any other equity securities of the Company or any securities convertible into or exchangeable or exercisable for any equity securities of the Company without the prior written consent of the Company or such underwriters, as the case may be, during the Holdback Period, provided that nothing herein will prevent any Holder that is a partnership or corporation from making a transfer to an Affiliate that is otherwise in compliance with applicable securities laws, so long as any such transferee agrees to be so bound. Notwithstanding the foregoing, such agreement shall not apply to distributions-in-kind to a Holder’s partners or members. If any registration pursuant to Section 2 3 of this Agreement shall be in connection with any underwritten public offering, the Company will not effect any public sale or distribution of any common equity (or securities convertible into or exchangeable or exercisable for common equity) (other than a registration statement (Ai) on Form S‑4S-0, Form S‑8 Xxxx X-0 or any successor forms thereto promulgated for similar purposes or (Bii) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan) for its own account, during the Holdback Period. Notwithstanding anything to the contrary set forth in this Section 10(b), in connection with an Underwritten Offering that is a block sale, no Holder (other than Holders that are directors or executive officers of the Company) shall be subject to a lock-up agreement, other than, if requested by the managing underwriter for such offering, a Holder that is participating in such block sale.

Holdback Agreement. In consideration for the Company agreeing to its obligations under this Agreement, each Holder agrees in connection with any registration of the Company's ’s securities (whether or not such Holder is participating in such registration) upon the request of the Company and the underwriters managing any underwritten offering of the Company's ’s securities not to effect any public sale or distribution of Registrable Securities, including, but not limited to, any sale pursuant to Rule 144, or make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of, or enter into any swap or other arrangement that transfers to another Person any of the economic consequences of ownership of, any Registrable Securities, any other equity securities of the Company or any securities convertible into or exchangeable or exercisable for any equity securities of the Company without the prior written consent of the Company or such underwriters, as the case may be, during the Holdback Period, provided that nothing herein will prevent any Holder that is a partnership or corporation from making a transfer to an Affiliate that is otherwise in compliance with applicable securities laws, so long as any such transferee agrees to be so bound. Notwithstanding the foregoing, such agreement shall not apply to distributions-in-kind to a Holder’s partners or members. If any registration pursuant to Section 2 of this Agreement shall be in connection with any underwritten public offering, the Company will not effect any public sale or distribution of any common equity (or securities convertible into or exchangeable or exercisable for common equity) (other than a registration statement (A) on Form S‑4X-0, Form S‑8 Xxxx X-0 or any successor forms thereto or (B) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan) for its own account, during the Holdback Period.

Holdback Agreement. In consideration for the Company agreeing to its obligations under this Agreement, each Holder agrees in connection with any registration underwritten offering of the Company's ’s securities with respect to which the Company has complied with its obligations under Section 2 or Section 3 of this Agreement, as applicable (whether or not such Holder is participating in such registrationoffering) upon the reasonable request of the Company and the underwriters managing any such underwritten offering of the Company's securities offering, not to effect (other than pursuant to such offering) any public sale or distribution of Registrable Securities, including, but not limited to, any sale pursuant to Rule 144, or make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of, or enter into any swap or other arrangement that transfers to another Person any of the economic consequences of ownership of, any Registrable Securities, any other equity securities of the Company or any securities convertible into or exchangeable or exercisable for any equity securities of the Company Company, in each case without the prior written consent of the Company or such underwriters, as the case may beunderwriters and subject to customary exceptions, during the Holdback Period, ; provided that nothing herein will prevent (i) any Holder that is a partnership or corporation from making a transfer to an Affiliate that is otherwise in compliance with applicable securities laws, so long (ii) any pledge of Registrable Securities by a Holder in connection with a Permitted Loan (as defined in the Investment Agreement) or (iii) any such transferee agrees to be so boundforeclosure in connection with a Permitted Loan (as defined in the Investment Agreement) or transfer in lieu of a foreclosure thereunder, in each case that is otherwise in compliance with applicable securities laws. Notwithstanding the foregoing, any discretionary waiver or termination of this holdback provision by such agreement underwriters with respect to any of the Holders shall not apply to distributions-in-kind the other Holders as well, pro rata based upon the number of shares subject to a Holder’s partners or memberssuch obligations. If any registration pursuant to Section 2 3 of this Agreement shall be in connection with any underwritten public offering, if reasonably requested by the managing underwriter or underwriters, the Company will not effect any public sale or distribution of any common equity (or securities convertible into or exchangeable or exercisable for common equity) (other than a registration statement (Ai) on Form S‑4S-4, Form S‑8 S-8 or any successor forms thereto or (Bii) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan) for its own account, during the Holdback Period.

Holdback Agreement. In consideration for the Company Issuer agreeing to its obligations under this Agreement, each Holder agrees in connection with any registration of the Company's Issuer’s securities (whether or not such Holder is participating in such registration) upon the request of the Company Issuer and the underwriters underwriter(s) managing any underwritten offering Underwritten Offering of the Company's securities Issuer’s securities, not to effect (other than pursuant to such registration) any public sale or distribution of Registrable Securities, including, but not limited to, any sale pursuant to Rule 144, or make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of, or enter into any swap or other arrangement that transfers to another Person any of the economic consequences of ownership of, any Registrable Securities, any other equity securities of the Company Issuer or any securities convertible into or exchangeable or exercisable for any equity securities of the Company Issuer without the prior written consent of the Company Issuer or such underwriters, as the case may be, during the Holdback Period, provided that nothing herein will prevent any Holder that is a partnership or corporation from making a transfer to an Affiliate that is otherwise in compliance with applicable securities laws, so long as any such transferee agrees to be so bound. Notwithstanding the foregoing, such agreement shall not apply to distributions-in-kind to a Holder’s partners or members. If any registration pursuant to Section 2 3 of this Agreement shall be in connection with any underwritten public offering, the Company Issuer will not effect any public sale or distribution of any common equity (or securities convertible into or exchangeable or exercisable for common equity) (other than a registration statement (Ai) on Form S‑4X-0, Form S‑8 Xxxx X-0 or any successor forms thereto or promulgated for similar purposes, (Bii) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan) for its own account, during the Holdback Period.

Holdback Agreement. In consideration for connection with an underwritten primary or secondary offering to the Company agreeing to its obligations under this Agreementpublic, each Holder agrees in connection with not to sell or otherwise transfer or dispose of any registration shares of Registrable Common Stock (or other securities) of the Company's securities Company held by them (whether or not such Holder is participating other than Registrable Common Stock included in such registrationoffering in accordance with the terms hereof) upon for a period equal to the request lesser of one hundred eighty (180) days following the effective date of a registration statement of the Company filed under the Securities Act or such shorter period as the managing underwriter shall agree to, provided that all other stockholders who own more than five percent (5%) of the outstanding Common Stock of the Company and the underwriters managing any underwritten offering of the Company's securities not to effect any public sale or distribution of Registrable Securities, including, but not limited to, any sale pursuant to Rule 144, or make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of, or enter into any swap or other arrangement that transfers to another Person any of the economic consequences of ownership of, any Registrable Securities, any other equity securities all officers and directors of the Company enter into similar agreements. Such agreement shall be in writing in form satisfactory to the Company and the managing underwriter. The Company may impose stop-transfer instructions with respect to the shares of Registrable Common Stock (or other securities) subject to the foregoing restriction until the end of said period. The foregoing shall not apply to (i) transactions relating to shares of Common Stock acquired in open market transactions after the effective date of the underwritten primary or secondary offering to the public, (ii) the exercise of any securities convertible into warrants or exchangeable or exercisable for any equity securities stock options to purchase shares of capital stock of the Company without the prior written consent of the Company or such underwriters, as the case may be, during the Holdback Period, (provided that nothing herein will prevent such limitation does not affect limitations on any actions specified in the first sentence of this Section 5 with respect to the shares issuable upon such exercise), (iii) transfers to Affiliates of a Holder that is a partnership or corporation from making a transfer to an Affiliate that is otherwise in compliance with applicable securities laws, so long as any such where the transferee agrees to be so bound. Notwithstanding bound by the foregoingterms hereof, (iv) any corporation controlled by a Holder or trust for the direct or indirect benefit of the undersigned or the immediate family of a Holder, provided that in the case of a transfer to any such agreement trust that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not apply to distributions-in-kind to involve a Holderdisposition for value other than for the benefit of the undersigned’s partners immediate family, (v) charitable dispositions of Securities, or members. If any registration pursuant to Section 2 (vi) pledges of this Agreement shall be Registrable Common Stock in connection with any underwritten public offeringthe purchase of such Registrable Common Stock upon the exercise of employee stock options following termination of employment with the Company, provided that the Company will not effect any public sale lender or distribution lenders to whom such Registrable Common Stock are pledged agree in writing to be bound by the terms of any common equity (or securities convertible into or exchangeable or exercisable for common equity) (other than a registration statement (A) on Form S‑4, Form S‑8 or any successor forms thereto or (B) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan) for its own account, during the Holdback Periodthis restriction.