Common use of Holders’ Agreements Clause in Contracts

Holders’ Agreements. To the 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 securities, it will (a) not sell, make any short sale of, loan, grant any option for the purchase of, otherwise dispose of, hedge or 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 the offering in question, if any) without the prior written consent of the Company or such underwriters, as the case may be, for up to fourteen (14) days prior to, and during the ninety (90) day period (or one hundred eighty (180) day period in the case of the Company’s initial Public Offering) following, the effective date of the registration statement for such underwritten offering, and (b) enter into and be bound by such form of agreement with respect to the foregoing as the Company or such managing underwriter may reasonably request; provided that each executive officer and director also agrees to such restrictions. Nothing herein shall prevent a holder of Registrable Securities from transferring Registrable Securities to a permitted Transferee (as defined under and pursuant to the Stockholders’ Agreement) of such Registrable Securities pursuant to Section 3(a)(ii) of the Stockholders Agreement; provided, that the Transferees of such Registrable Securities agree to be bound by the provisions of this Agreement to the extent the transferor would be so bound. Notwithstanding anything to the contrary contained in this Section 4.1, but subject to the last paragraph of Section 9 of the Stockholders Agreement, Xxxxxxx, Xxxxx & Co. and its Affiliates may engage in any brokerage, investment advisory, asset management, trading, market making and other similar activities conducted in the ordinary course of their business (including any activities conducted by its or its Affiliates’ portfolio companies in the ordinary course of their business).

Holders’ Agreements. To the 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 securities, it will (a) not sell, make any short sale of, loan, grant any option for the purchase of, otherwise dispose of, hedge or 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 the offering in questionregistration, if any) without the prior written consent of the Company or such underwriters, as the case may be, for up to fourteen (14) days prior to, and during the ninety (90) day period (or one hundred eighty (180) day period in the case of the Company’s initial Public Offering) following, the effective date of the a registration statement for such underwritten offeringof the Company filed under the Securities Act, and (b) enter into and be bound by such form of agreement with respect to the foregoing as the Company or such managing underwriter may reasonably request; provided that each executive officer and director and each third-party who holds 3.0% or more of the outstanding equity securities of the Company also agrees to such restrictions. Nothing herein shall prevent a holder of Registrable Securities from transferring Registrable Securities to a permitted Transferee (as defined under and pursuant to the Stockholders’ Agreement) of such Registrable Securities pursuant to Section 3(a)(ii) Article IX of the Stockholders Operating Agreement); provided, that the Transferees of such Registrable Securities agree to be bound by the provisions of this Agreement to the extent the transferor would be so bound. Notwithstanding anything to the contrary contained in this Section 4.1, but subject to the last paragraph of Section 9 of the Stockholders Agreement, Xxxxxxx, Xxxxx & Co. and its Affiliates may engage in any brokerage, investment advisory, asset management, trading, market making and other similar activities conducted in the ordinary course of their business (including any activities conducted by its or its Affiliates’ portfolio companies in the ordinary course of their business).

Holders’ Agreements. To the 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 securities, it will (a) not sell, make any short sale of, loan, grant any option for the purchase of, otherwise dispose of, hedge or 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 the offering in questionregistration, if any) without the prior written consent of the Company or such underwriters, as the case may be, for up to fourteen (14) days prior to, and during the ninety (90) day period (or one hundred eighty (180) day period in the case of the Company’s initial Public Offering) following, the effective date of the a registration statement for such underwritten offeringof the Company filed under the Securities Act, and (b) enter into and be bound by such form of agreement with respect to the foregoing as the Company or such managing underwriter may reasonably request; provided that each executive officer and director and each third party who holds 3.0% or more of the outstanding equity securities of the Company also agrees to such restrictions. Nothing herein shall prevent a holder of Registrable Securities from transferring Registrable Securities to a permitted Transferee (as defined under and pursuant to the Stockholders’ Agreement) of such Registrable Securities pursuant to Section 3(a)(ii) Article IX of the Stockholders Operating Agreement); provided, that the Transferees of such Registrable Securities agree to be bound by the provisions of this Agreement to the extent the transferor would be so bound. Notwithstanding anything to the contrary contained in this Section 4.1, but subject to the last paragraph of Section 9 of the Stockholders Agreement, Xxxxxxx, Xxxxx & Co. and its Affiliates may engage in any brokerage, investment advisory, asset management, trading, market making and other similar activities conducted in the ordinary course of their business (including any activities conducted by its or its Affiliates’ portfolio companies in the ordinary course of their business).

Holders’ Agreements. To In connection with any Public Offering pursuant hereto, to the extent not inconsistent with applicable law, each holder Holder of Registrable Securities agrees that upon request of the Company or the underwriters managing any underwritten offering of the Company’s securities, it will not convert its Registrable Securities into shares of Class A Common Stock and (a) not sell, make any short sale of, loan, grant any option for the purchase of, otherwise dispose of, hedge or transfer any of the economic interest in (or agree or commit to do any of the foregoing) any Registrable Securities such shares of Class A Common Stock (other than those included by such holder in the offering in questionregistration, if any) without the prior written consent of the Company or such underwriters, as the case may be, for up to fourteen (14) days prior to, and during the ninety (90) day period (or one hundred eighty (180) day period in the case of the Company’s initial Public Offering) following, the effective date of the registration statement for such underwritten offeringof the Company filed under the Securities Act, and will (b) enter into and be bound by such form of agreement substantially with respect to the foregoing as the Company or such managing underwriter may reasonably request; provided that each executive officer and director also agrees to such restrictions. Nothing For the avoidance of doubt, nothing herein shall prevent a holder Holder of Registrable Securities from transferring Registrable Securities its shares of Class B Common Stock pursuant to a permitted Transferee (as defined under and pursuant to the Stockholders’ Agreement) of such Registrable Securities pursuant to Section 3(a)(ii) of the Stockholders AgreementPermitted Transfer; provided, that the Transferees transferee of such Registrable Securities agree has agreed or agrees in connection with such transfer to be bound by the provisions of this Agreement to the extent the transferor would be so bound. Notwithstanding anything to the contrary contained in this Section 4.1, but subject to the last paragraph of Section 9 of the Stockholders Agreement, Xxxxxxx, Xxxxx & Co. and its Affiliates may engage in any brokerage, investment advisory, asset management, trading, market making and other similar activities conducted in the ordinary course of their business (including any activities conducted by its or its Affiliates’ portfolio companies in the ordinary course of their business).