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 underwriter(s) managing any underwritten offering of the Company’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. If any registration pursuant to Section 3 shall be in connection with any underwritten offering, the Company will not effect any public sale or distribution of any Equity Securities (other than a registration statement (i) on Form X-0, Xxxx X-0 or any successor forms promulgated for similar purposes or (ii) filed in connection with 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 CD&R Stockholder agrees in connection with any registration Marketed Underwritten Shelf Offering or Marketed Underwritten Offering of the Company’s securities Common Stock (whether or not such Holder CD&R Stockholder is participating in such registrationtransaction) upon the request of the Company and the underwriter(s) managing any underwritten offering of the Company’s securitiessuch 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. If any registration pursuant to Section 3 2 of this Agreement shall be in connection with any underwritten 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 Equity Securities common equity (or securities convertible into or exchangeable or exercisable for common equity) (other than a registration statement (i) on Form X-0S-4, Xxxx X-0 Form S-8 or any successor forms promulgated for similar purposes or (ii) filed 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 underwritten offering of the Company’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 underwriter(s) underwriters managing any such underwritten offering of the Company’s securitiesoffering, not to effect (other than pursuant to such registrationoffering) 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. If ; provided that nothing herein will prevent (i) any registration pursuant Holder that is a partnership or corporation from making a transfer to Section 3 shall be an Affiliate that is otherwise in compliance with applicable securities laws, (ii) any pledge of Registrable Securities by a Holder in connection with any underwritten offering, a Permitted Loan (as defined in the Company will not effect any public sale or distribution of any Equity Securities (other than a registration statement (iInvestment Agreement) on Form X-0, Xxxx X-0 or any successor forms promulgated for similar purposes or (iiiii) filed any foreclosure in connection with any employee benefit a Permitted Loan (as defined in the Investment Agreement) or dividend reinvestment plan) for its own accounttransfer in lieu of a foreclosure thereunder, during the Holdback Periodin each case that is otherwise in compliance with applicable securities laws. Notwithstanding anything the foregoing, any discretionary waiver or termination of this holdback provision by such underwriters with respect to any of the Holders shall apply to the contrary set forth in this Section 10(b)other Holders as well, in connection with an underwritten offering that is a Block Sale, (A) no Holder shall be pro rata based upon the number of shares 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 Saleobligations.

Holdback Agreement. In consideration for By electing to include Registrable Shares in a Company registration statement pursuant to Section 2.2, the Company agreeing Holder shall be deemed 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 underwriter(s) managing any underwritten offering of the Company’s securities, have agreed 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 of the same or similar class or classes of the securities included in the Company registration statement or any securities convertible into or exchangeable or exercisable for any equity securities such securities, including a sale pursuant to Rule 144, during such periods as reasonably requested (but in no event for a period longer than 90 days following the effective date of such Company registration statement, provided each of the executive officers and directors of the Company without the prior written consent that hold shares of Common Stock of the Company or such securities convertible into or exchangeable or exercisable for shares of Common Stock of the Company are subject to the same restriction for the entire time period required of the Holders hereunder) by the representatives of the underwriters, as the case may be, during the Holdback Period. If any registration pursuant to Section 3 shall be in connection with any if an underwritten offering, offering by the Company (a “Company Underwritten Offering”). The provisions of this Section 2.3 will not effect any public sale or distribution no longer apply to a Holder once such Holder ceases to hold at least 1% of any Equity the Registrable Securities (other than acquired as a registration statement (i) on Form X-0, Xxxx X-0 or any successor forms promulgated for similar purposes or (ii) filed result of the transactions contemplated in connection with any employee benefit or dividend reinvestment plan) for its own account, during the Holdback PeriodPurchase Agreement. Notwithstanding anything to the contrary set forth in this Section 10(b2.3, (i) each Holder may sell or transfer any Registrable Securities to any Affiliate of such Holder, so long as such Affiliate agrees to be and remains bound hereby, (ii) each Holder may enter into a bona fide pledge of any Registrable Securities (and any foreclosure on any such pledge shall also be permitted), 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 (Biii) such Holdback Period any hedging transaction with respect to an index or basket of securities where the equity securities of the Company constitute a de minimis amount shall not exceed sixty calendar days in connection with any Block Salebe prohibited pursuant to this Section 2.3.

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 underwriter(s) underwriters 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 3 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 Equity Securities common equity (or securities convertible into or exchangeable or exercisable for common equity) (other than a registration statement (iA) on Form X-0S‑4, Xxxx X-0 Form S‑8 or any successor forms promulgated for similar purposes thereto or (iiB) 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 (a) If the Company agreeing at any time shall register an offering and sale of shares of Common Stock under the Securities Act in an Underwritten Offering pursuant to its obligations under this Agreement, each Holder agrees in connection with any registration of under the Company’s securities (whether or not such Holder is participating in such registration) upon the request of the Company and the underwriter(s) managing any underwritten offering of the Company’s securities, not to effect Securities Act (other than on Form S-4 or Form S-8), including an Underwritten Offering effectuated pursuant to such registration) any public sale or distribution of Registrable SecuritiesSections 5.2, includingno Stockholder shall sell, 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 ofTransfer any Stockholder Shares (other than (A) those Registrable Shares included in such registration pursuant to Sections 5.2, 5.3, or enter into any swap 5.4, (B) a Transfer without consideration by a Stockholder that is a limited liability company or other arrangement that transfers limited partnership to another Person any its members, partners or investment advisors, (C) a Permitted Transfer, including a sale pursuant to Rule 144, or (D) in the case of the economic consequences of ownership ofInvestors only, any Transfers of Registrable Securities, any other equity securities of Shares owned by such Investors and acquired in the Company IPO or any securities convertible into or exchangeable or exercisable for any equity securities of following the Company IPO, made through open market purchases by third party investment managers with discretionary investment authority for such Investors (and who acquired such Registrable Shares on behalf of such Investors pursuant to such discretionary authority); provided that, for the avoidance of doubt, the exception set forth in the foregoing clause (D) shall not apply to any Registrable Shares acquired by such Investors prior to the Company IPO), without the prior written consent of the Company or for a period and on other terms as shall be determined by the lead underwriters and that is for the same time period and on substantially similar terms as agreed to by the CCMP Investors and the MSD Investors; provided, further, that such underwriters, as time period shall not exceed ninety (90) days after the case may be, during consummation of such Underwritten Offering without the Holdback Periodprior written consent of such Stockholder. 78811529_9 (b) If the Company at any registration time pursuant to Section 3 Sections 5.2, 5.3, or 5.4, shall be in connection with any underwritten offeringregister under the Securities Act an offering and sale of Registrable Shares held by Stockholders for sale to the public pursuant to an Underwritten Offering (including an Underwritten Shelf Take-Down), the Company will not shall not, without the prior written consent of the lead underwriters for such offering, effect any public sale or distribution of any Equity Securities (other than a registration statement (i) on Form X-0similar to those being registered, Xxxx X-0 or any successor forms promulgated Securities convertible into or exercisable or exchangeable for such Securities, for such period as shall be determined by the lead underwriters and that is for the same period and on substantially similar purposes or terms as agreed to by the CCMP Investors and the MSD Investors. (iic) filed in connection At any time following the Company IPO, any Stockholder that, together with any employee benefit or dividend reinvestment planits Affiliates, holds less than five percent (5%) for of the then outstanding shares of Common Stock may elect (on behalf of itself and its own accountAffiliates (collectively, during the Holdback Period. Notwithstanding anything “Withdrawing Holders”)), by written notice to the contrary set forth in Company, to withdraw from the provisions of this Section 10(b)ARTICLE V and as a result of such withdrawal, in connection with an underwritten offering that is a Block Salesuch Withdrawing Holders shall no longer be entitled to the rights, (A) no Holder shall nor be subject to a lock-up agreementthe obligations, other than, if requested of this ARTICLE V and the Common Stock held by the managing underwriter for such offeringWithdrawing Holders shall conclusively be deemed thereafter not to be “Registrable Shares” under this Agreement. Notwithstanding the foregoing, a no withdrawal pursuant to this Section 5.5(c) shall release any Withdrawing Holder that is participating in such Block Sale from any indemnification and (B) such Holdback Period shall not exceed sixty calendar days in connection with any Block Salecontribution rights and obligations under ARTICLE V hereof.

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 securities with respect to which the Company has complied with its obligations under Section 2 or Section 3 hereof, as applicable, and in which offering such Holder has an opportunity to participate subject to the priority set forth in Section 2(b), Section 3(b) or Section 3(f)(ii) as applicable (whether or not such Holder is participating in such registration) offering), upon the request of the Company and the underwriter(s) underwriters managing any such underwritten offering of the Company’s securitiesoffering, not to effect (other than pursuant to such registrationoffering) 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, (ii) any pledge of Registrable Securities by a Holder in connection with a Permitted Loan (as defined in the Investment Agreement) or (iii) any foreclosure 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 underwriters with respect to any of the Holders shall apply to the other Holders as well, pro rata based upon the number of shares subject to such obligations. If any registration pursuant to Section 3 of this Agreement shall be in connection with any underwritten public offering, if requested by the managing underwriter or underwriters, the Company will not effect any public sale or distribution of any Equity Securities common equity (or securities convertible into or exchangeable or exercisable for common equity) (other than a registration statement (i) on Form X-0S‑4, Xxxx X-0 Form S‑8 or any successor forms promulgated for similar purposes thereto or (ii) 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 underwritten offering of the Company’s securities with respect to which the Company has complied with its obligations under Article 1 or 2 hereof, as applicable (whether or not such Holder is participating in such registrationoffering) upon the request of the Company and the underwriter(s) underwriters managing any such underwritten offering of the Company’s securitiesoffering, not to effect (other than pursuant to such registrationoffering) 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, (ii) any pledge of Registrable Securities by a Holder or (iii) any foreclosure 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 underwriters with respect to any of the Holders shall apply to the other Holders as well, pro rata based upon the number of shares subject to such obligations. If any registration pursuant to Section 3 Article 2 of this Agreement shall be in connection with any underwritten public offering, if requested by the managing underwriter or underwriters, the Company will not effect any public sale or distribution of any Equity Securities common equity (or securities convertible into or exchangeable or exercisable for common equity) (other than (i) a registration statement (i) on Form X-0, Xxxx X-0 or any successor forms promulgated for similar purposes or thereto, (ii) a registration statement filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment planplan or (iii) sales pursuant to an at-the-market or similar open market sales program whereby the Company sells securities into an existing trading market from time to time at other than a fixed price) 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 underwritten offering of the Company’s securities with respect to which the Company has complied with its obligations under Article 1 or 2 hereof, as applicable (whether or not such Holder is participating in such registrationoffering) upon the request of the Company and the underwriter(s) underwriters managing any such underwritten offering of the Company’s securitiesoffering, not to effect (other than pursuant to such registrationoffering) 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, (ii) any pledge of Registrable Securities by a Holder or (iii) any foreclosure 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 underwriters with respect to any of the Holders shall apply to the other Holders as well, pro rata based upon the number of shares subject to such obligations. If any registration pursuant to Section 3 Article 2 of this Agreement shall be in connection with any underwritten public offering, if requested by the managing underwriter or underwriters, the Company will not effect any public sale or distribution of any Equity Securities common equity (or securities convertible into or exchangeable or exercisable for common equity) (other than (i) a registration statement (i) on Form X-0S-4, Xxxx X-0 Form S-8 or any successor forms promulgated for similar purposes or thereto, (ii) a registration statement filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment planplan or (iii) sales pursuant to an at-the-market or similar open market sales program whereby the Company sells securities into an existing trading market from time to time at other than a fixed price) 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 underwritten offering of the Company’s securities with respect to which the Company has complied with its obligations under Section 2 or Section 3 hereof, as applicable (whether or not such Holder is participating in such registrationoffering) upon the request of the Company and the underwriter(s) underwriters managing any such underwritten offering of the Company’s securitiesoffering, not to effect (other than pursuant to such registrationoffering) 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, (ii) any pledge of Registrable Securities by a Holder in connection with a Permitted Loan (as defined in the Investment Agreement) or (iii) any foreclosure 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 underwriters with respect to any of the Holders 41453855_8 shall apply to the other Holders as well, pro rata based upon the number of shares subject to such obligations. If any registration pursuant to Section 3 of this Agreement shall be in connection with any underwritten public offering, if requested by the managing underwriter or underwriters, the Company will not effect any public sale or distribution of any Equity Securities common equity (or securities convertible into or exchangeable or exercisable for common equity) (other than a registration statement (i) on Form X-0S-4, Xxxx X-0 Form S-8 or any successor forms promulgated for similar purposes thereto or (ii) 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 underwritten offering of the Company’s securities with respect to which the Company has complied with its obligations under Section 2 or Section 3 hereof, as applicable, and in which offering such Holder has an opportunity to participate subject to the priority set forth in Section 2(b) or Section 3(b),as applicable (whether or not such Holder is participating in such registration) offering), upon the reasonable request of the Company and the underwriter(s) underwriters managing any such underwritten offering of the Company’s securitiesoffering, not to effect (other than pursuant to such registrationoffering) 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 any Holder that is a partnership or corporation from making a transfer to an Affiliate that is otherwise in compliance with applicable securities laws. Notwithstanding the foregoing, any discretionary waiver or termination of this holdback provision by such underwriters with respect to any of the Holders shall apply to the other Holders as well, pro rata based upon the number of shares subject to such obligations. (i) If any registration pursuant to Section 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 Equity Securities common equity (or securities convertible into or exchangeable or exercisable for common equity) (other than a registration statement (i) on Form X-0S-4, Xxxx X-0 Form S-8 or any successor forms promulgated for similar purposes thereto or (ii) 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 (a) If requested in writing by Holdings or the Company agreeing underwriter of any underwritten offering affording any Stockholders registration rights pursuant to its obligations under this Agreement, each Holder agrees in connection with any registration of the Company’s securities Section 3.1 (whether or not some or all of such Holder is participating in such registrationStockholder’s Registrable Securities are subject to a cutback pursuant to Section 3.1.4), including, without limitation, an IPO, each Stockholder (whether or not afforded any registration rights) upon the request of the Company and the underwriter(s) managing any underwritten offering of the Company’s securities, agrees not to effect (other than pursuant to such registration) any public sale or distribution of Registrable Securitiesdistribution, including, but not limited to, including 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, Securities or any other equity securities security of the Company Holdings or of any securities security convertible into or exchangeable or exercisable for any equity securities security of Holdings (in each case, other than as part of such underwritten public offering) within 14 days before or 180 days after the Company without the prior written consent effective date of the Company or such underwriters, as the case may be, during the Holdback Period. If a registration statement affording any Stockholders registration rights pursuant to Section 3 shall be 3.1 (including where subject to a cutback pursuant to Section 3.1.4) or in connection with an IPO, or for such shorter period as the sole or lead managing underwriter or Holdings shall request, in any such case, unless consented to by such underwriter or Holdings, as applicable. (b) If requested in writing by the underwriter of any offering in connection with an underwritten offeringDemand Registration, the Company will Holdings agrees not to effect any public sale or distribution of any Equity Securities (other than a registration statement public sales or distributions solely by and for the account of Holdings of securities issued (i) on Form X-0, Xxxx X-0 pursuant to any employee or director benefit or similar plan or any successor forms promulgated for similar purposes dividend reinvestment plan or (ii) in any acquisition by Holdings) of any Registrable Securities or any other equity security of Holdings or of any security convertible into or exchangeable or exercisable for any equity security of Holdings (in each case, other than as part of such underwritten public offering), within 14 days before or 180 days after the effective date of a registration statement filed in connection with any employee benefit a Demand Registration, or dividend reinvestment plan) for its own account, during such shorter period as the Holdback Period. Notwithstanding anything to the contrary set forth in this Section 10(b)sole or lead managing underwriter shall request, in connection with an underwritten offering that is a Block Saleany such case, (A) no Holder shall be subject unless consented 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 Saleunderwriter.

Holdback Agreement. In consideration for the Company agreeing to its obligations under this Agreement, the Investor and each Holder agrees severally agree in connection with any registration of the Company’s securities (whether or not such Holder is participating in such registration) Common Shares upon the request of the Company and the underwriter(s) underwriters managing any underwritten offering of the Company’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 Securities or any securities convertible into or exchangeable or exercisable for any equity securities of the Company Registrable Securities 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. In addition, upon request by the managing underwriter(s), each Holder shall enter into customary holdback agreements on terms consistent with the terms herein. If any registration pursuant to Section 3 of this Agreement shall be in connection with any underwritten public offering, if requested by the managing underwriter or underwriters, the Company will not effect any public sale or distribution of any Equity Securities common equity (or securities convertible into or exchangeable or exercisable for common equity) other than a registration statement (i) on Form X-0S 4, Xxxx X-0 Form S 8 or any successor forms promulgated for similar purposes thereto or (ii) 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 addition, 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 upon request by the managing underwriter for such offeringunderwriter(s), a Holder that is participating in such Block Sale and (B) such Holdback Period the Company shall not exceed sixty calendar days in connection enter into customary holdback agreements on terms consistent with any Block Salethe terms herein.

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 underwriter(s) underwriters managing any underwritten offering of the Company’s securities, 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 3 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 Equity Securities common equity (or securities convertible into or exchangeable or exercisable for common equity) (other than a registration statement (iA) on Form X-0, Xxxx X-0 or any successor forms promulgated for similar purposes thereto or (iiB) 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 securities (whether or not such Holder is participating in such registration) upon the request of the Company and the underwriter(s) managing any underwritten offering Underwritten Offering of the Company’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. If any registration pursuant to Section 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 Equity Securities common equity (or securities convertible into or exchangeable or exercisable for common equity) (other than a registration statement (i) on Form X-0S-0, Xxxx X-0 or any successor forms promulgated for similar purposes or (ii) filed 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 Underwritten Offering that is a Block Saleblock sale, (A) 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 and (B) such Holdback Period shall not exceed sixty calendar days in connection with any Block Saleblock 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 securities (whether or not such Holder is participating in such registration) upon the request of the Company and the underwriter(s) managing any underwritten offering Underwritten Offering of the Company’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. If any registration pursuant to Section 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 Equity Securities common equity (or securities convertible into or exchangeable or exercisable for common equity) (other than a registration statement (i) on Form X-0, Xxxx X-0 or any successor forms promulgated for similar purposes or (ii) filed 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 Underwritten Offering that is a Block Saleblock sale, (A) 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 and (B) such Holdback Period shall not exceed sixty calendar days in connection with any Block Saleblock sale.

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 securities with respect to which the Company has complied with its obligations under Section 2 or Section 3 hereof, as applicable (whether or not such Holder is participating in such registrationoffering) upon the request of the Company and the underwriter(s) underwriters managing any such underwritten offering of the Company’s securitiesoffering, not to effect (other than pursuant to such registrationoffering) 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, (ii) any pledge of Registrable Securities by a Holder in connection with a Permitted Loan (as defined in the Investment Agreement) or (iii) any foreclosure 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 underwriters with respect to any of the Holders shall apply to the other Holders as well, pro rata based upon the number of shares subject to such obligations. If any registration pursuant to Section 3 of this Agreement shall be in connection with any underwritten public offering, if requested by the managing underwriter or underwriters, the Company will not effect any public sale or distribution of any Equity Securities common equity (or securities convertible into or exchangeable or exercisable for common equity) (other than a registration statement (i) on Form X-0S-4, Xxxx X-0 Form S-8 or any successor forms promulgated for similar purposes thereto or (ii) 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 underwritten offering of the Company’s securities with respect to which the Company has complied with its obligations under Section 2 or Section 3 hereof, as applicable, and in which offering such Holder has an opportunity to participate subject to the priority set forth in Section 2(b), Section 3(b) or Section 3(f)(ii) as applicable (whether or not such Holder is participating in such registration) offering), upon the request of the Company and the underwriter(s) underwriters managing any such underwritten offering of the Company’s securitiesoffering, not to effect (other than pursuant to such registrationoffering) 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, (ii) any pledge of Registrable Securities by a Holder in connection with a Permitted Loan (as defined in the Investment Agreement) or (iii) any foreclosure 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 underwriters with respect to any of the Holders shall apply to the other Holders as well, pro rata based upon the number of shares subject to such obligations. If any registration pursuant to Section 3 of this Agreement shall be in connection with any underwritten public offering, if requested by the managing underwriter or underwriters, the Company will not effect any public sale or distribution of any Equity Securities common equity (or securities convertible into or exchangeable or exercisable for common equity) (other than a registration statement (i) on Form X-0, Xxxx X-0 or any successor forms promulgated for similar purposes thereto or (ii) 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, the Investor and each Holder agrees severally agree in connection with any registration of the Company’s securities (whether or not such Holder is participating in such registration) Common Shares upon the request of the Company and the underwriter(s) underwriters managing any underwritten offering of the Company’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 Securities or any securities convertible into or exchangeable or exercisable for any equity securities of the Company Registrable Securities 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. In addition, upon request by the managing underwriter(s), each Holder shall enter into customary holdback agreements on terms consistent with the terms herein. If any registration pursuant to Section 3 of this Agreement shall be in connection with any underwritten public offering, if requested by the managing underwriter or underwriters, the Company will not effect any public sale or distribution of any Equity Securities common equity (or securities convertible into or exchangeable or exercisable for common equity) other than a registration statement (i) on Form X-0S4, Xxxx X-0 Form S8 or any successor forms promulgated for similar purposes thereto or (ii) 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 addition, 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 upon request by the managing underwriter for such offeringunderwriter(s), a Holder that is participating in such Block Sale and (B) such Holdback Period the Company shall not exceed sixty calendar days in connection enter into customary holdback agreements on terms consistent with any Block Salethe terms herein.