Common use of Holders’ Agreements Clause in Contracts

Holders’ Agreements. Each Holder agrees that, in connection with (x) the Qualified IPO of the Company’s common equity securities and (y) any other underwritten Public Offering in which such Holder participates, such Holder shall (i) not sell, make any short sale of or enter into any other derivative transactions with respect to, loan, grant any option for the purchase of, or otherwise Transfer any Registrable Securities (other than those included in such Registration, if any, and then only pursuant to such Registration) without the prior written consent of the Company and/or the underwriters managing the Public Offering of the Company’s securities during the period beginning seven (7) days prior to the effective date of the applicable registration statement (or, if applicable, such lesser period commencing as of such time as the Holders acquire actual notice of such Public Offering, in the case of a Piggyback Registration) and ending one hundred eighty (180) days following the pricing of the Public Offering contemplated by clauses (x) and (y), and (ii) enter into and be bound by such form of agreement with respect to the foregoing as the Company and/or the underwriters may request, provided that such Holder shall not be so obligated pursuant to this Section 5 unless the Company, each of its directors and officers and each holder of 5% or more of the Company’s outstanding securities participating in such Public Offering enter into the same form of agreement referred to in clause (ii) of this sentence. Nothing herein shall prevent a Holder from transferring Registrable Securities to a (a) “Subscriber Affiliate” as defined in, and subject to the terms of, the Subscription Agreement or to an “Affiliate” as defined in, and subject to the terms of, the Note and Unit Subscription Agreement, provided that such transferee agrees to be bound by the provisions of this Agreement to the extent the transferor would be so bound, provided, further, that if (A) the Company issues an earnings release or discloses other material information or a material event relating to the Partnership occurs during the last 17 days of such one hundred eighty (180) day period or (ii) prior to the expiration of such one hundred eighty (180) day period, the Company announces that it will release earnings results during the 16-day period beginning upon the expiration of such period, then to the extent necessary for a managing or co-managing underwriter of a registered offering required hereunder to comply with Rule 2711(f)(4) of the Financial Industry Regulatory Authority, Inc., such period will be extended until 18 days after the earnings release or disclosure of other material information or the occurrence of the material event, as the case may be.

Holders’ Agreements. Each Holder To the extent not inconsistent with applicable law, each holder of Registrable Securities agrees that, in connection with (x) that upon request of the Qualified IPO Company or the underwriters managing any underwritten offering of the Company’s common equity securities and securities, it will (y) any other underwritten Public Offering in which such Holder participates, such Holder shall (ia) not sell, make any short sale of or enter into any other derivative transactions with respect toof, loan, grant any option for the purchase of, otherwise dispose of, hedge or otherwise Transfer transfer any of the economic interest in (or agree or commit to do any of the foregoing) any Registrable Securities (other than those included by such holder in such Registrationthe offering in question, if any, and then only pursuant to such Registration) without the prior written consent of the Company and/or or such underwriters, as the underwriters managing the Public Offering of the Company’s securities during the period beginning seven case may be, for up to fourteen (714) days prior to to, and during the effective date of the applicable registration statement ninety (or, if applicable, such lesser 90) day period commencing as of such time as the Holders acquire actual notice of such Public Offering, in the case of a Piggyback Registration) and ending (or one hundred eighty (180) days following day period in the pricing case of the Company’s initial Public Offering contemplated by clauses (xOffering) and (y)following, the effective date of the registration statement for such underwritten offering, and (iib) enter into and be bound by such form of agreement with respect to the foregoing as the Company and/or the underwriters or such managing underwriter may reasonably request, ; provided that each executive officer and director also agrees to such Holder shall not be so obligated pursuant to this Section 5 unless the Company, each of its directors and officers and each holder of 5% or more of the Company’s outstanding securities participating in such Public Offering enter into the same form of agreement referred to in clause (ii) of this sentencerestrictions. Nothing herein shall prevent a Holder holder of Registrable Securities from transferring Registrable Securities to a permitted Transferee (a) “Subscriber Affiliate” as defined in, under and subject pursuant to the terms ofStockholders’ Agreement) of such Registrable Securities pursuant to Section 3(a)(ii) of the Stockholders Agreement; provided, that the Subscription Agreement or to an “Affiliate” as defined in, and subject to the terms of, the Note and Unit Subscription Agreement, provided that Transferees of such transferee agrees Registrable Securities agree to be bound by the provisions of this Agreement to the extent the transferor would be so bound, provided, further, that if (A) the Company issues an earnings release or discloses other material information or a material event relating . Notwithstanding anything to the Partnership occurs during contrary contained in this Section 4.1, but subject to the last 17 days paragraph of such one hundred eighty (180) day period or (ii) prior to the expiration of such one hundred eighty (180) day period, the Company announces that it will release earnings results during the 16-day period beginning upon the expiration of such period, then to the extent necessary for a managing or co-managing underwriter of a registered offering required hereunder to comply with Rule 2711(f)(4) Section 9 of the Financial Industry Regulatory AuthorityStockholders Agreement, Inc.Xxxxxxx, such period will be extended until 18 days after Xxxxx & Co. and its Affiliates may engage in any brokerage, investment advisory, asset management, trading, market making and other similar activities conducted in the earnings release ordinary course of their business (including any activities conducted by its or disclosure its Affiliates’ portfolio companies in the ordinary course of other material information or the occurrence of the material event, as the case may betheir business).

Holders’ Agreements. Each Holder To the extent not inconsistent with applicable law, each holder of Registrable Securities agrees that, in connection with (x) that upon request of the Qualified IPO Company or the underwriters managing any underwritten offering of the Company’s common equity securities and securities, it will (y) any other underwritten Public Offering in which such Holder participates, such Holder shall (ia) not sell, make any short sale of or enter into any other derivative transactions with respect toof, loan, grant any option for the purchase of, otherwise dispose of, hedge or otherwise Transfer transfer any of the economic interest in (or agree or commit to do any of the foregoing) any Registrable Securities (other than those included in such Registrationthe registration, if any, and then only pursuant to such Registration) without the prior written consent of the Company and/or or such underwriters, as the underwriters managing the Public Offering of the Company’s securities during the period beginning seven case may be, for up to fourteen (714) days prior to to, and during the effective date of the applicable registration statement ninety (or, if applicable, such lesser 90) day period commencing as of such time as the Holders acquire actual notice of such Public Offering, in the case of a Piggyback Registration) and ending (one hundred eighty (180) days following day period in the pricing case of the Company’s initial Public Offering contemplated by clauses (xOffering) and (y)following, the effective date of a registration statement of the Company filed under the Securities Act, and (iib) enter into and be bound by such form of agreement with respect to the foregoing as the Company and/or the underwriters or such managing underwriter may reasonably request, ; provided that such Holder shall not be so obligated pursuant to this Section 5 unless the Company, each of its directors officer and officers director and each holder of 5third party who holds 3.0% or more of the Company’s outstanding equity securities participating in of the Company also agrees to such Public Offering enter into the same form of agreement referred to in clause (ii) of this sentencerestrictions. Nothing herein shall prevent a Holder holder of Registrable Securities from transferring Registrable Securities to a permitted Transferee (a) “Subscriber Affiliate” as defined inunder and pursuant to Article IX of the Operating Agreement); provided, and subject to that the terms of, the Subscription Agreement or to an “Affiliate” as defined in, and subject to the terms of, the Note and Unit Subscription Agreement, provided that Transferees of such transferee agrees Registrable Securities agree to be bound by the provisions of this Agreement to the extent the transferor would be so bound, provided, further, that if (A) the Company issues an earnings release or discloses other material information or a material event relating to the Partnership occurs during the last 17 days of such one hundred eighty (180) day period or (ii) prior to the expiration of such one hundred eighty (180) day period, the Company announces that it will release earnings results during the 16-day period beginning upon the expiration of such period, then to the extent necessary for a managing or co-managing underwriter of a registered offering required hereunder to comply with Rule 2711(f)(4) of the Financial Industry Regulatory Authority, Inc., such period will be extended until 18 days after the earnings release or disclosure of other material information or the occurrence of the material event, as the case may be.

Holders’ Agreements. Each Holder To the extent not inconsistent with applicable law, each holder of Registrable Securities agrees that, in connection with (x) that upon request of the Qualified IPO Company or the underwriters managing any underwritten offering of the Company’s common equity securities and securities, it will (y) any other underwritten Public Offering in which such Holder participates, such Holder shall (ia) not sell, make any short sale of or enter into any other derivative transactions with respect toof, loan, grant any option for the purchase of, otherwise dispose of, hedge or otherwise Transfer transfer any of the economic interest in (or agree or commit to do any of the foregoing) any Registrable Securities (other than those included by such holder in such Registrationthe offering in question, if any, and then only any)(including pursuant to such RegistrationRule 144 under the Securities Act) without the prior written consent of the Company and/or or such underwriters, as the underwriters managing the Public Offering of case may be, (i) with respect to the Company’s securities during initial Public Offering, for the period beginning seven (7) days prior to to, and during the effective date of the applicable registration statement (or, if applicable, such lesser period commencing as of such time as the Holders acquire actual notice of such Public Offering, in the case of a Piggyback Registration) and ending one hundred eighty (180) days following day period following, the pricing effective date of the registration statement for the Company’s initial Public Offering contemplated (the “IPO Lock-Up Period”), (ii) with respect to any other underwritten Demand Registration or any underwritten Piggyback Registration in which Registrable Securities are included, for the seven (7) days prior to, and during the ninety (90) day period following (or such shorter period as may be agreed to by clauses the managing underwriter(s) of such underwritten offering), the effective date of the registration statement for such underwritten offering, and (xiii) upon written notice from the Company of the commencement of an underwritten distribution in connection with any shelf or other registration statement, for the seven (7) days prior to, and during the ninety (90) day period following (or such shorter period as may be agreed to by the managing underwriter(s) of such underwritten offering), the date of commencement of such distribution (each such period in (i), (ii) and (yiii), a “Holdback Period”), and (iib) enter into and be bound by such form of agreement with respect to the foregoing as the Company and/or the underwriters or such managing underwriter may reasonably request, ; provided that such Holder shall not be so obligated pursuant to this Section 5 unless the Company, each of its directors executive officer and officers and each holder of 5% or more director of the Company’s outstanding securities participating in Company also agrees to such restrictions. The Holdback Period may be extended to the extent necessary for a managing or co-managing underwriter of an underwritten Public Offering enter into to accommodate regulatory restrictions, including the same form restrictions contained in FINRA Rule 2711(f)(4) or any successor rule, on (i) the publication of agreement referred to in clause or distribution of research reports and (ii) analyst recommendations and opinions. Any waiver of this sentencea Holdback Period or any extension thereof will be made on a pro rata basis if permitted by the managing underwriter(s) of the registered offering or distribution. Nothing herein shall prevent a Holder holder of Registrable Securities from transferring Registrable Securities to a permitted Transferee (a) “Subscriber Affiliate” as defined inin the Stockholders’ Agreement) of such Registrable Securities pursuant to Section 3 of the Stockholders’ Agreement; provided, and subject to that the terms of, the Subscription Agreement or to an “Affiliate” as defined in, and subject to the terms of, the Note and Unit Subscription Agreement, provided that Transferees of such transferee agrees Registrable Securities agree to be bound by the provisions of this Agreement to the extent the transferor would be so bound, provided, further, that if (A) . Subject to approval by the Company issues an earnings release or discloses other material information or a material event relating to the Partnership occurs during the last 17 days of such one hundred eighty (180) day period or (ii) prior to the expiration of such one hundred eighty (180) day periodBoard, the Company announces that it will release earnings results during underwriters in connection with a Public Offering are intended third-party beneficiaries of this Section 5.1 and shall have the 16-day period beginning upon right, power and authority to enforce the expiration of such period, then to the extent necessary for provisions hereof as though they were a managing or co-managing underwriter of a registered offering required hereunder to comply with Rule 2711(f)(4) of the Financial Industry Regulatory Authority, Inc., such period will be extended until 18 days after the earnings release or disclosure of other material information or the occurrence of the material event, as the case may beparty hereto.

Holders’ Agreements. Each Holder To the extent not inconsistent with applicable law, each holder of Registrable Securities agrees that, in connection with (x) that upon request of the Qualified IPO Company or the underwriters managing any underwritten offering of the Company’s common equity securities and securities, it will (y) any other underwritten Public Offering in which such Holder participates, such Holder shall (ia) not sell, make any short sale of or enter into any other derivative transactions with respect toof, loan, grant any option for the purchase of, otherwise dispose of, hedge or otherwise Transfer transfer any of the economic interest in (or agree or commit to do any of the foregoing) any Registrable Securities (other than those included in such Registrationthe registration, if any, and then only pursuant to such Registration) without the prior written consent of the Company and/or or such underwriters, as the underwriters managing the Public Offering of the Company’s securities during the period beginning seven case may be, for up to fourteen (714) days prior to to, and during the effective date of the applicable registration statement ninety (or, if applicable, such lesser 90) day period commencing as of such time as the Holders acquire actual notice of such Public Offering, in the case of a Piggyback Registration) and ending (one hundred eighty (180) days following day period in the pricing case of the Company’s initial Public Offering contemplated by clauses (xOffering) and (y)following, the effective date of a registration statement of the Company filed under the Securities Act, and (iib) enter into and be bound by such form of agreement with respect to the foregoing as the Company and/or the underwriters or such managing underwriter may reasonably request, ; provided that such Holder shall not be so obligated pursuant to this Section 5 unless the Company, each of its directors officer and officers director and each holder of 5third-party who holds 3.0% or more of the Company’s outstanding equity securities participating in of the Company also agrees to such Public Offering enter into the same form of agreement referred to in clause (ii) of this sentencerestrictions. Nothing herein shall prevent a Holder holder of Registrable Securities from transferring Registrable Securities to a permitted Transferee (a) “Subscriber Affiliate” as defined inunder and pursuant to Article IX of the Operating Agreement); provided, and subject to that the terms of, the Subscription Agreement or to an “Affiliate” as defined in, and subject to the terms of, the Note and Unit Subscription Agreement, provided that Transferees of such transferee agrees Registrable Securities agree to be bound by the provisions of this Agreement to the extent the transferor would be so bound, provided, further, that if (A) the Company issues an earnings release or discloses other material information or a material event relating to the Partnership occurs during the last 17 days of such one hundred eighty (180) day period or (ii) prior to the expiration of such one hundred eighty (180) day period, the Company announces that it will release earnings results during the 16-day period beginning upon the expiration of such period, then to the extent necessary for a managing or co-managing underwriter of a registered offering required hereunder to comply with Rule 2711(f)(4) of the Financial Industry Regulatory Authority, Inc., such period will be extended until 18 days after the earnings release or disclosure of other material information or the occurrence of the material event, as the case may be.

Holders’ Agreements. Each Holder agrees that, in In connection with (x) any Public Offering pursuant hereto, to the Qualified IPO extent not inconsistent with applicable law, each Holder of Registrable Securities agrees that upon request of the Company or the underwriters managing any underwritten offering of the Company’s common equity securities securities, it will not convert its Registrable Securities into shares of Class A Common Stock and (ya) any other underwritten Public Offering in which such Holder participates, such Holder shall (i) not sell, make any short sale of or enter into any other derivative transactions with respect toof, loan, grant any option for the purchase of, otherwise dispose of, hedge or otherwise Transfer transfer any Registrable Securities of the economic interest in (or agree or commit to do any of the foregoing) such shares of Class A Common Stock (other than those included in such Registrationthe registration, if any, and then only pursuant to such Registration) without the prior written consent of the Company and/or or such underwriters, as the underwriters managing the Public Offering of the Company’s securities during the period beginning seven case may be, for up to fourteen (714) days prior to to, and during the ninety (90) day period following, the effective date of the applicable registration statement (or, if applicable, such lesser period commencing as of such time as the Holders acquire actual notice of such Public Offering, in the case of a Piggyback Registration) and ending one hundred eighty (180) days following the pricing of the Public Offering contemplated by clauses (x) and (y)Company filed under the Securities Act, and will (iib) enter into and be bound by such form of agreement substantially with respect to the foregoing as the Company and/or or such managing underwriter may reasonably request. For the underwriters may requestavoidance of doubt, provided that such Holder shall not be so obligated pursuant to this Section 5 unless the Company, each of its directors and officers and each holder of 5% or more of the Company’s outstanding securities participating in such Public Offering enter into the same form of agreement referred to in clause (ii) of this sentence. Nothing nothing herein shall prevent a Holder of Registrable Securities from transferring its shares of Class B Common Stock pursuant to a Permitted Transfer; provided, that the transferee of such Registrable Securities to a (a) “Subscriber Affiliate” as defined in, and subject to the terms of, the Subscription Agreement has agreed or to an “Affiliate” as defined in, and subject to the terms of, the Note and Unit Subscription Agreement, provided that agrees in connection with such transferee agrees transfer to be bound by the provisions of this Agreement to the extent the transferor would be so bound, provided, further, that if (A) the Company issues an earnings release or discloses other material information or a material event relating to the Partnership occurs during the last 17 days of such one hundred eighty (180) day period or (ii) prior to the expiration of such one hundred eighty (180) day period, the Company announces that it will release earnings results during the 16-day period beginning upon the expiration of such period, then to the extent necessary for a managing or co-managing underwriter of a registered offering required hereunder to comply with Rule 2711(f)(4) of the Financial Industry Regulatory Authority, Inc., such period will be extended until 18 days after the earnings release or disclosure of other material information or the occurrence of the material event, as the case may be.

Holders’ Agreements. Each Holder To the extent not inconsistent with applicable law, each holder of Registrable Securities agrees that, in connection with (x) that upon request of the Qualified IPO Company or the underwriters managing any underwritten offering of the Company’s common equity securities and securities, it will (y) any other underwritten Public Offering in which such Holder participates, such Holder shall (ia) not sell, make any short sale of or enter into any other derivative transactions with respect toof, loan, grant any option for the purchase of, otherwise dispose of, hedge or otherwise Transfer transfer any of the economic interest in (or agree or commit to do any of the foregoing) any Registrable Securities (other than those included in such Registrationthe registration, if any, and then only pursuant to such Registration) without the prior written consent of the Company and/or or such underwriters, as the underwriters managing the Public Offering of the Company’s securities case may be, (i) for up to 14 days prior to, and during the 90-day period beginning seven (7) days prior to following, the effective date of the applicable a registration statement (or, if applicable, such lesser period commencing as of such time as the Holders acquire actual notice of such Public Offering, in the case of a Piggyback Registration) and ending one hundred eighty (180) days following the pricing of the Public Offering contemplated by clauses (x) and (y), Company filed under the Securities Act; and (ii) for the 180-day period following the Company becoming Public (as a result of the Merger or otherwise); and (b) enter into and be bound by such form of agreement with respect to the foregoing as the Company and/or the underwriters or such managing underwriter may reasonably request, ; provided that such Holder shall not be so obligated pursuant to this Section 5 unless the Company, each of its directors officer and officers director and each holder of 5third party who holds 5.0% or more of the Company’s outstanding equity securities participating of the Company also agrees to such restrictions. Notwithstanding anything to the contrary contained in such Public Offering enter into this Section 5.1, if (i) during the same form last 17 days of agreement referred to in clause the initial lock-up period described above, the Company releases earnings results or announces material news or a material event or (ii) prior to the expiration of this sentencethe initial lock-up period, the Company announces that it will release earnings results during the 15-day period following the last day of the initial lock-up period, then in each case the lock-up period described above will be automatically extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the announcement of the material news or material event, as applicable, unless the managing underwriters waive, in writing, such extension. Nothing herein shall prevent a Holder holder of Registrable Securities from transferring Registrable Securities to a (a) “Subscriber Affiliate” permitted transferee as defined inprovided for in Section 7 of the Stockholders Agreement; provided, and subject to the terms of, the Subscription Agreement or to an “Affiliate” as defined in, and subject to the terms of, the Note and Unit Subscription Agreement, provided that any transferees of such transferee Registrable Securities agrees to be bound by the provisions of this Agreement to the extent the transferor would be so bound, provided, further, that if (A) the Company issues an earnings release or discloses other material information or a material event relating to the Partnership occurs during the last 17 days of such one hundred eighty (180) day period or (ii) prior to the expiration of such one hundred eighty (180) day period, the Company announces that it will release earnings results during the 16-day period beginning upon the expiration of such period, then to the extent necessary for a managing or co-managing underwriter of a registered offering required hereunder to comply with Rule 2711(f)(4) of the Financial Industry Regulatory Authority, Inc., such period will be extended until 18 days after the earnings release or disclosure of other material information or the occurrence of the material event, as the case may be.