Holder Lock-Up. In connection with any underwritten Public Offering of Company Ordinary Shares expected to result in gross proceeds of at least $75,000,000, if requested by (i) the managing underwriters of such Public Offering and (ii) the Company, in the case of a Company-initiated Public Offering, or the Holders of a Majority of Included Registrable Securities, in the case of any Underwritten Shelf Takedown or Underwritten Demand pursuant to Section 2(a) or 2(b), each Holder of Registrable Securities participating in such Public Offering and, if requested by the managing underwriters of such Public Offering, each other Holder of Registrable Securities shall enter into a customary lock-up agreement with the managing underwriters of such Public Offering to not make any sale or other disposition of any of the Company’s Capital Stock owned by such Holder (a “Lock-Up Agreement”); provided that all executive officers and directors of the Company and the Holders requesting such Lock-Up Agreements are bound by and have entered into substantially similar Lock-Up Agreements; provided, further, that nothing herein shall prevent any Holder from making a distribution of Registrable Securities to any of its partners, members or stockholders thereof or a transfer of Registrable Securities to an Affiliate that is otherwise in compliance with the applicable securities laws, so long as such distributees or transferees, as applicable, agree to be bound by the restrictions set forth in this Section 5(a); provided, further, that the foregoing provisions shall only be applicable to the Holders if all shareholders, officers and directors are treated similarly with respect to any release prior to the termination of the lock-up period such that if any such persons are released, then all Holders shall also be released to the same extent on a pro rata basis. The Company may impose stop-transfer instructions with respect to the shares of Capital Stock (or other securities) subject to the restrictions set forth in this Section 5(a) until the end of the applicable period of the Lock-Up Agreement. The provisions of this Section 5(a) shall cease to apply to such Holder once such Holder no longer beneficially owns any Registrable Securities.
Holder Lock-Up. In connection with each underwritten Public Offering, each Stockholder hereby agrees, at the request of the Company or the managing underwriters, to be bound by and/or to execute and deliver, a lock-up agreement with the underwriter(s) of such Public Offering restricting such Stockholder’s right to (a) Transfer, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for such Common Stock or (b) enter into any swap or other arrangement that transfers to another any of the economic consequences of ownership of Common Stock, in each case if and to the extent that such restrictions are agreed to by the Majority PITV Investors (or a majority of the shares of Common Stock if there are no PITV Investors remaining) with the underwriter(s) of such Public Offering; provided, however, that no Stockholder shall be required by this Section 5 to be bound by a lock-up agreement covering a period of greater than 90 days (180 days in the case of the Initial Public Offering) following the effectiveness of the related registration statement. Notwithstanding the foregoing, such lock-up agreement shall not apply to (a) transactions relating to shares of Common Stock or other securities acquired in (i) open market transactions or block purchases after the completion of the Initial Public Offering or (ii) a Public Offering, (b) Transfers to Permitted Transferees of such Stockholder permitted in accordance with the terms of this Agreement, (c) conversions of shares of Common Stock into other classes of Common Stock or securities without change of holder, (d) exercise of the TV Debentures or TV Warrants and (e) during the period preceding the execution of the underwriting agreement, Transfers to a Charitable Organization permitted in accordance with the terms of this Agreement.
Holder Lock-Up. In connection with each underwritten Public Offering each Holder agrees to become bound by and to execute and deliver such lock-up agreement with the underwriter(s) of such Public Offering restricting such Holder’s right to (a) Transfer, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for such Common Stock or (b) enter into any swap or other arrangement that transfers to another any of the economic consequences of ownership of Common Stock, as is entered into by the Principal Participating Holders with the underwriter(s) of such Public Offering (the “Principal Lock-Up Agreement”); provided, however, that no Holder shall be required to enter into a lock-up agreement covering a period of greater than 90 days (180 days in the case of the Initial Public Offering) following the effectiveness of the related registration statement. Notwithstanding the foregoing, such lock-up agreement shall not apply to (i) transactions relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the Initial Public Offering, (ii) Transfers to Permitted Transferees of such Holder in accordance with the terms of this Agreement, (iii) conversions of shares of Stock into other classes of Stock without change of holder and (iv) during the period preceding the execution of the underwriting agreement, Transfers to a Charitable Organization in accordance with the terms of this Agreement.
Holder Lock-Up. Each Holder agrees not to effect any public sale or other distribution of Company Common Stock, or any securities convertible into or exchangeable or exercisable therefor, during the 30-day period prior to (or if less, the period beginning on the date notice of such proposed offering is received) and during the 90-day period beginning on the commencement of any underwritten offering on the part of the Company of Company Common Stock being sold for the account of the Company (except pursuant to (i) registrations on Form S-8 or any successor form, (ii) registrations on Form S-4 or any successor form and (iii) any part of such underwritten registration, if permitted pursuant to Section 4(a)), unless the underwriters managing such offering otherwise agree; provided, however, that the foregoing 30-day and 90-day periods shall be extended to the extent requested by such managing underwriters, but not beyond a 60-day and 180-day period, respectively.
Holder Lock-Up. Each Holder will comply with the provisions of Section 3.7 of the Stockholders Agreement applicable to a “Stockholder” as though such Section were set forth herein. No Stockholder will Transfer Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock pursuant to a waiver from a lock-up agreement described in Section 3.7 of the Stockholders Agreement unless the benefit of such waiver is extended in a pro rata manner to all Stockholders.
Holder Lock-Up. Each Holder shall comply with the provisions of Section 3.7 of the Stockholders Agreement applicable to a “Stockholder” as though such Section were set forth herein. No Stockholder will Transfer Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock pursuant to a waiver from a lock-up agreement described in Section 3.7 of the Stockholders Agreement unless the benefit of such waiver is extended in a pro rata manner to all Stockholders. Notwithstanding the requirements of this Section 3.3.5 or Section 3.6 of the Stockholders Agreement, no Holder other than the THL Funds (and the Other Investors) shall be required to sign a lock-up agreement in the case of a THL Block Trade, unless such other Holder has the option to participate in such THL Block Trade.
Holder Lock-Up. Each Holder agrees that it shall not Transfer any Lock-Up Shares (the “Lock-Up”) prior to the end of the period beginning on the Listing Date and ending on the date that is 365 days after the Listing Date (the “Lock-Up Period”); provided, however, that if at any time (i) the last sale price on the NYSE of the Series A common stock, as reported by Xxxxxxxxx, L.P., equals or exceeds [•] dollars ($[•])2 (such price to be adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for at least any 20 trading days within any 30 consecutive trading day period commencing on the date that is 180 calendar days after the Listing Date; and (ii) the average daily trading value of the Series A common stock, as reported by Bloomberg, L.P., is greater than $2,500,000 per day for at least any 20 trading days within any 30 consecutive trading day period commencing on the date that is 180 calendar days after the Listing Date, then the Lock-Up Period shall be deemed to have expired (the “Lock-Up Release”) with respect to an amount equal to the product of (i) the Pro Rata Percentage multiplied by (ii) the product of (a) fifteen percent (15%) multiplied by (b) the average weekly trading volume of the Series A common stock, as reported by Bloomberg L.P., during the 30 consecutive trading day period prior to the date of the Lock-Up Release. For the avoidance of doubt, once Lock-Up Shares become eligible for the Lock-Up Release they shall not again become subject to the Lock-Up. The foregoing restriction shall not apply to Transfers made (each such Transfer, a “Permitted Transfer”): (i) pursuant to a bona fide gift or charitable contribution; (ii) by will or intestate succession upon the death of a Holder; (iii) to any Permitted Transferee; (iv) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union; (v) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar 2 NTD: Price to be 120% premium to the reference price. transaction which results in all of its shareholders having the right to exchange all of their shares of Common Stock for cash, securities or other property; or (vi) relating to shares of Common Stock acquired in open market transactions; provided that in the case of (i) and (iii), the recipient of such Permitted Transfer must enter into a written agreement agreeing to be bound by the terms of this Agr...
Holder Lock-Up. Without the prior written consent of the Company, Holder agrees that from the Closing Date until the end of the 180th day after the Closing Date, neither Holder nor any of its Affiliates will offer, sell, pledge or otherwise transfer or dispose of any of the Shares or enter into any transaction or device designed to do the same; provided, however, that Holder may transfer the Shares to an Affiliate of Holder, so long as such Affiliate agrees to the restrictions in this Section 5.01.
Holder Lock-Up. Each Holder shall comply with the provisions of Section 3.6 of the Stockholders Agreement applicable to a “Manager” as though that Section were set forth herein. No Holder may Transfer Common Stock, or any securities convertible into or exercisable or exchangeable for Common Stock, pursuant to a waiver from a lock-up agreement described in Section 3.6 of the Stockholders Agreement unless the benefit of that waiver is extended in a pro rata manner to all Holders. In addition, in connection with any Public Offering other than the Initial Public Offering, each Holder shall comply with the provisions of Section 3.6 of the Stockholders Agreement applicable to a “Manager” as though that Section were set forth herein and as though that Section were applicable to Public Offerings other than the Initial Public Offering, except that solely for purposes of this sentence the reference in such Section 3.6 of the Stockholders Agreement to “one hundred eighty (180) days” shall instead be deemed to be a reference to “ninety (90) days”.
Holder Lock-Up
