Common use of Holders of Registrable Securities Clause in Contracts

Holders of Registrable Securities. Each Holder of Registrable Securities that holds or Beneficially Owns at least five percent (5%) of the outstanding Common Stock agrees that in connection with any registered Underwritten Offering of Common Stock, and upon request from the managing underwriter(s) for such offering, such Holder shall not, without the prior written consent of such managing underwriter(s), during such period as is reasonably requested by the managing underwriter(s) (which period shall in no event be longer than three (3) days prior to and ninety (90) days after the pricing of such offering), Transfer any Registrable Securities (subject to such exceptions as may be agreed by the managing underwriter(s) and the Holders). The foregoing provisions of this Section 8(a) shall not apply to offers or sales of Registrable Securities that are included in an offering pursuant to Section 4, Section 5, Section 6, and Section 7 of this Agreement and shall be applicable to the Holders of Registrable Securities only if, for so long as and to the extent that the Company, the directors and executive officers of the Company and each selling shareholder included in such offering are subject to the same restrictions. Each Holder of Registrable Securities agrees to execute and deliver such other agreements as may be reasonably requested by the managing underwriter(s) that are consistent with the foregoing provisions of this Section 8(a) and are necessary to give further effect thereto.

Holders of Registrable Securities. Each Holder of Registrable Securities that holds or Beneficially Owns beneficially owns at least five percent (5%) 15% of the outstanding Common Stock agrees that in connection with any registered Underwritten Offering underwritten offering of Common Stock, and upon request from the managing underwriter(s) for such offering, such Holder shall not, without the prior written consent of such managing underwriter(s), during such period as is reasonably requested by the managing underwriter(s) (which period shall in no event be longer than three (3) days prior to and ninety (90) days after the pricing of such offering), Transfer any Registrable Securities (subject to such exceptions as may be agreed by the managing underwriter(s) and the Holders)Securities. The foregoing provisions of this Section 8(a6(a) shall not apply to offers or sales of Registrable Securities that are included in an offering pursuant to Section 4Sections 2, Section 53, Section 6, and Section 7 4 or 5 of this Agreement and shall be applicable to the Holders of Registrable Securities only if, for so long as and to the extent that the Company, the directors and executive officers of the Company and Company, each selling shareholder stockholder included in such offering and each other Person holding or beneficially owning at least 15% of the outstanding Common Stock are subject to the same restrictions. Each Holder of Registrable Securities agrees to execute and deliver such other agreements as may be reasonably requested by the managing underwriter(s) that are consistent with the foregoing provisions of this Section 8(a6(a) and are necessary to give further effect thereto.

Holders of Registrable Securities. Each Holder of Registrable Securities that holds or Beneficially Owns beneficially owns at least five percent (5%) 10% of the outstanding Common Stock agrees that in connection with any registered Underwritten Offering underwritten offering of Common Stock, and upon request from the managing underwriter(s) for such that offering, such Holder that Xxxxxx shall not, without the prior written consent of such that managing underwriter(s), during such period as is reasonably requested by the managing underwriter(s) (which period shall in no event be longer than three (3) days prior to and ninety (90) days after the pricing of such offering), Transfer any Registrable Securities (subject to such exceptions as may be agreed by the managing underwriter(s) and the Holders)Securities. The foregoing provisions of restrictions on Transfers in this Section 8(a6(a) shall not apply to offers or sales of Registrable Securities that are included in an offering pursuant to Section 4Sections 2, Section 53 , Section 6, and Section 7 4 or 5 of this Agreement and shall be applicable to the Holders of Registrable Securities only if, for so long as and to the extent that the Company, all the directors and executive officers Executive Officers of the Company and Company, each selling shareholder stockholder included in such offering and each other Person holding or beneficially owning at least 10% of the outstanding Common Stock are subject to the same restrictions. Each Holder of Registrable Securities agrees to execute and deliver such other agreements as may be reasonably requested by the managing underwriter(s) that are consistent with the foregoing provisions of this Section 8(a6(a) and are necessary to give further effect theretoto those provisions. If the Company releases any Holder of Registration Securities from such a holdback agreement, it shall similarly release all other Holders of Registrable Securities on a pro rata basis. Notwithstanding anything to the contrary in this Section 6(a), no Holder shall be subject to a holdback arrangement in excess of 180 days in any calendar year due to the registration of any Registrable Securities pursuant to Section 3.

Holders of Registrable Securities. Each Eligible Holder hereby agrees that it will not effect any public sale or distribution (including sales pursuant to Rule 144) of Common Stock or New Notes, or any securities convertible into or exchangeable or exercisable for such securities, as applicable, (i) during (A) the ten (10) days prior to and the 90-day period beginning on the effective date of the registration of such Registrable Securities in connection with an Underwritten Offering or (B) such shorter period as the underwriters participating in such Underwritten Offering may require, and (ii) upon notice from the Company of the commencement of an underwritten distribution in connection with any Shelf Registration, during (A) ten (10) days prior to and the 90-day period beginning on the date of commencement of such distribution or (B) such shorter period as the underwriters participating in such underwritten distribution may require (each, a “Lock-Up Period”), in each case except as part of such Underwritten Registration, and in each case (w) only if the underwriters managing the registered public offering request such Lock-Up Period, (x) only if such Lock-Up Period is applicable to the Company, (y) in the case of Common Stock where the Company is not offering any shares of Common Stock, only if the Lock-Up Period is applicable to each holder of 10% or more of the issued and outstanding Common Stock and to all of the executive officers and directors of the Company (in the case of executive officers and directors, subject to customary exceptions) and (z) in the case of Common Stock where the Company is offering any shares of Common Stock, the Lock-Up Period is applicable to the executive officers and directors of the Company (subject to customary exceptions); provided, however, that the Lock-Up Period shall only apply to the class of Registrable Securities which are being offered pursuant to such Underwritten Offering or distribution, or such Shelf Registration, as the case may be. Each holder of Registrable Securities agrees to execute a lock-up agreement in favor of the Company’s underwriters in form and substance reasonably acceptable to the Company and the Company’s underwriters to such effect and, in any event, that the Company’s underwriters in any relevant offering shall be third party beneficiaries of this Section 3(a). The lock-up restrictions set forth in this Section 3(a) will no longer apply to an Eligible Holder once such Eligible Holder, together with its Affiliates, holds or Beneficially Owns at least less than five percent (5%) of the issued and outstanding Common Stock agrees that in connection with any registered Underwritten Offering of Common Stock, and upon request from the managing underwriter(s) for such offering, such Holder shall not, without the prior written consent of such managing underwriter(s), during such period as is reasonably requested by the managing underwriter(s) (which period shall in no event be longer than three (3) days prior to and ninety (90) days after the pricing of such offering), Transfer any Registrable Securities (subject to such exceptions as may be agreed by the managing underwriter(s) and the Holders). The foregoing provisions of this Section 8(a) shall not apply to offers or sales of Registrable Securities that are included in an offering pursuant to Section 4, Section 5, Section 6, and Section 7 of this Agreement and shall be applicable to the Holders of Registrable Securities only if, for so long as and to the extent that the Company, the directors and executive officers of the Company and each selling shareholder included in such offering are subject to the same restrictions. Each Holder of Registrable Securities agrees to execute and deliver such other agreements as may be reasonably requested by the managing underwriter(s) that are consistent with the foregoing provisions of this Section 8(a) and are necessary to give further effect thereto.

Holders of Registrable Securities. Each Holder of Registrable Securities that holds or Beneficially Owns beneficially owns at least five percent (5%) 10% of the outstanding Common Stock agrees that in connection with any registered Underwritten Offering underwritten offering of Common Stock, and upon request from the managing underwriter(s) for such that offering, such that Holder shall not, without the prior written consent of such that managing underwriter(s), during such period as is reasonably requested by the managing underwriter(s) (which period shall in no event be longer than three (3) days prior to and ninety (90) days after the pricing of such offering), Transfer any Registrable Securities (subject to such exceptions as may be agreed by the managing underwriter(s) and the Holders)Securities. The foregoing provisions of restrictions on Transfers in this Section 8(a5(a) shall not apply to offers or sales of Registrable Securities that are included in an offering pursuant to Section 4Sections 2, Section 5, Section 6, and Section 7 3 or 4 of this Agreement and shall be applicable to the Holders of Registrable Securities only if, for so long as and to the extent that the Company, the directors and executive officers Executive Officers of the Company and Company, each selling shareholder stockholder included in such offering and each other Person holding or beneficially owning at least 10% of the outstanding Common Stock are subject to the same restrictions. Each Holder of Registrable Securities agrees to execute and deliver such other agreements as may be reasonably requested by the managing underwriter(s) that are consistent with the foregoing provisions of this Section 8(a5(a) and are necessary to give further effect theretoto those provisions. If the Company releases any Holder of Registration Securities from such a holdback agreement, it shall similarly release all other Holders of Registrable Securities on a pro rata basis. Notwithstanding anything to the contrary in this Section 5(a), no Holder shall be subject to a holdback arrangement in excess of 180 days in any calendar year due to the registration of any Registrable Securities pursuant to Section 3.

Holders of Registrable Securities. Each Holder of Registrable Securities that holds or Beneficially Owns beneficially owns at least five percent (5%) % of the outstanding Common Stock Shares agrees that in connection with any registered Underwritten Offering underwritten offering of Common StockShares, and upon request from the managing underwriter(s) for such offering, such Holder shall not, without the prior written consent of such managing underwriter(s), Transfer any Registrable Securities during such period as is reasonably requested by the managing underwriter(s) (which period shall in no event be longer than three (3) days prior to and ninety (90) 90 days after the pricing of such offering), Transfer provided, that such restriction shall not apply in any Registrable Securities circumstance to (i) securities acquired by a Holder in the public market, (ii) distributions-in-kind to a Holder’s limited or other partners, members, shareholders or other equity holders, (iii) Transfers by a Holder to an Affiliate thereof that has agreed in writing to be subject to such restriction and (iv) such other reasonable and customary exceptions as may to be agreed by the Capital Parties (or, if no Capital Party is participating in such offering, the applicable Holder) and such managing underwriter(s) and the Holders). The foregoing provisions of this Section 8(a6(a) shall not apply to offers or sales of Registrable Securities that are included in an offering pursuant to Section 4Sections 2, Section 53, Section 6, and Section 7 or 5 of this Agreement and shall be applicable to the Holders of Registrable Securities only if, for so long as and to the extent that the Company, the directors and executive officers of the Company and Company, each selling shareholder included in such offering and each other Person holding or beneficially owning at least 5% of the outstanding Common Shares are subject to the same restrictions. Each Holder of Registrable Securities agrees to execute and deliver such other agreements as may be reasonably requested by the managing underwriter(s) that are consistent with the foregoing provisions of this Section 8(a6(a) and are necessary to give further effect thereto.

Holders of Registrable Securities. Each Holder A Person shall be a holder of Registrable Securities (each, a "Holder") whenever such Person is a member of a Group (or a Person that holds has acquired Registrable Securities, directly or Beneficially Owns at least five percent indirectly, from a member of a Group in accordance with the terms hereof (5%such Person, a "Permitted Transferee")), that (i) owns of record Registrable Securities and (ii) agrees in writing to be bound by the outstanding Common Stock agrees that terms of this Article V applicable to the Group in connection with any registered Underwritten Offering which such Person is a member or of Common Stockwhich such Person is a transferee. For purposes of this Agreement, and upon request from the managing underwriter(s) for such offering, such a Holder shall notbe entitled to assign its rights hereunder to a Permitted Transferee and such Permitted Transferee shall acquire such rights only if such Permitted Transferee shall have acquired one million (1,000,000) or more Registrable Securities pursuant to one (1) or more transfers made in accordance with the terms and conditions set forth in this Agreement (including, without the prior written consent of such managing underwriter(s)limitation, during such period as is reasonably requested by the managing underwriter(s) (which period shall in no event be longer than three (3) days prior to and ninety (90) days after the pricing of such offering), Transfer any Registrable Securities (subject to such exceptions as may be agreed by the managing underwriter(s) and the Holders). The foregoing provisions of this Section 8(a) shall not apply to offers or sales of Registrable Securities that are included in an offering pursuant to Section 44.6(d)) and, Section 5for the avoidance of doubt, Section 6, and Section 7 of this Agreement and shall be applicable to the Holders of include any Person who shall have acquired one million (1,000,000) or more Registrable Securities only iffollowing the Standstill Expiration Date pursuant to any privately negotiated purchase; provided, for so long as and to the extent however, that the Company, the directors and executive officers of the Company and each selling shareholder included in such offering are subject rights transferred to the same restrictions. Each Holder of Registrable Securities agrees any Permitted Transferee shall not include rights pursuant to execute and deliver such other agreements as may be reasonably requested by the managing underwriter(s) that are consistent with the foregoing provisions of this Section 8(a) and are necessary to give further effect thereto5.3.2(b)(second).

Holders of Registrable Securities. Each Selling Holder agrees, severally but not jointly, to indemnify and hold harmless Issuer, its general partner, the directors, officers and agents of Registrable Securities that holds Issuer and its general partner, each other Selling Holder and each Person, if any, who controls Issuer or Beneficially Owns at least five percent (5%) such other Selling Holder within the meaning of either Section 15 of the outstanding Common Stock agrees Act or Section 20 of the Securities Exchange Act of 1934, as amended, to the same extent as the foregoing indemnity from Issuer in Section 7(a), but only with respect to information furnished in writing by such Selling Holder or on such Selling Holder's behalf expressly for use in any registration statement or prospectus relating to the Registrable Securities, or any amendment or supplement thereto, or any preliminary prospectus; provided, however, that such Selling Holder shall not be liable for any amounts in connection excess of the net proceeds received by such Selling Holder for the sale of its Registrable Securities. In case any action or proceeding shall be brought against Issuer, its general partner, the directors, officers or agents of Issuer or its general partner, or any such controlling Person, in respect of which indemnity may be sought against such Selling Holder in accordance with any registered Underwritten Offering of Common Stockthis Agreement, such Selling Holder shall have the rights and duties given to Issuer, and upon request from Issuer, its general partner, the managing underwriter(s) for directors, officers and agents of Issuer and its general partner and such offering, such Holder controlling Person shall not, without have the prior written consent of such managing underwriter(s), during such period as is reasonably requested by the managing underwriter(s) (which period shall in no event be longer than three (3) days prior to rights and ninety (90) days after the pricing of such offering), Transfer any Registrable Securities (subject duties given to such exceptions as may be agreed by the managing underwriter(s) and the Holders). The foregoing provisions of this Section 8(a) shall not apply to offers or sales of Registrable Securities that are included in an offering Selling Holder, pursuant to Section 47(b). Each Selling Holder also agrees to indemnify and hold harmless underwriters of the Registrable Securities, Section 5, Section 6, their officers and Section 7 of this Agreement and shall be applicable to the Holders of Registrable Securities only if, for so long as and to the extent that the Company, the directors and executive officers each Person who controls such underwriters on substantially the same basis as that of the Company and each selling shareholder included indemnification of Issuer provided in such offering are subject to the same restrictions. Each Holder of Registrable Securities agrees to execute and deliver such other agreements as may be reasonably requested by the managing underwriter(s) that are consistent with the foregoing provisions of this Section 8(a) and are necessary to give further effect theretoSection.

Holders of Registrable Securities. Each Investor Holder of Registrable Securities that holds or Beneficially Owns at least five percent (5%) of the outstanding Common Stock agrees that in connection with any registered Underwritten Offering underwritten offering of Class A Common StockStock for the account of the Company or any other Investor Holder(s), and upon request from the managing underwriter(s) for such offering, such Investor Holder shall not, without the prior written consent of such managing underwriter(s), during such period as is reasonably requested by the managing underwriter(s) (which period shall in no event be longer than three ten (310) days prior to and ninety (90) days after the pricing launch of such offeringoffering (such period, the “Holdback Period”)), Transfer any Registrable Securities (subject to such exceptions as may be agreed by the managing underwriter(s) and the Holders)Securities. The foregoing provisions of this Section 8(a5(a) shall not apply to (i) offers or sales of Registrable Securities that are included in an offering such underwritten offering, (ii) a Transfer of Registrable Securities pursuant to Section 4the terms of an agreement, Section 5contract, Section 6security or other instrument entered into or issued by an Investor Holder prior to the Holdback Period; provided that the Company and the managing underwriter(s) for such offering have received a copy of such agreement, contract, security or other instrument at least ten (10) days prior to the launch of such offering, and Section 7 such agreement, contract, security or other instrument is described in, or included as an exhibit to, the corresponding Registration Statement as and to the extent appropriate or (iii) a pledge of this Agreement Registrable Securities to secure a loan, and shall in each case be applicable to the Holders of Registrable Securities Investor Holder only if, for so long as and to the extent that the Company, the directors and executive officers of the Company and each selling shareholder stockholder included in such offering are subject to the same restrictions. Each Investor Holder of Registrable Securities agrees to execute and deliver such other customary agreements as may be reasonably requested by the managing underwriter(s) that are consistent with the foregoing provisions of this Section 8(a5(a) and are necessary to give further effect thereto. For the avoidance of doubt, none of the restrictions set forth in this Section 5(a) shall apply to a conversion or exchange of any Class B Common Units or Preferred Units in accordance with their respective terms (it being understood that such restrictions shall apply with respect to the underlying shares of Class A Common Stock that may be issued upon such conversion or exchange).

Holders of Registrable Securities. Each Holder A Person shall be a holder of Registrable Securities (each, a “Holder”) whenever such Person is a member of a Group (or a Person that holds has acquired Registrable Securities, directly or Beneficially Owns at least five percent indirectly, from a member of a Group in accordance with the terms hereof (5%such Person, a “Permitted Transferee”)), that (i) owns of record Registrable Securities and (ii) agrees in writing to be bound by the outstanding Common Stock agrees that terms of this Article V applicable to the Group in connection with any registered Underwritten Offering which such Person is a member or of Common Stockwhich such Person is a transferee. For purposes of this Agreement, and upon request from the managing underwriter(s) for such offering, such a Holder shall notbe entitled to assign its rights hereunder to a Permitted Transferee and such Permitted Transferee shall acquire such rights only if such Permitted Transferee shall have acquired one million (1,000,000) or more Registrable Securities pursuant to one (1) or more transfers made in accordance with the terms and conditions set forth in this Agreement (including, without the prior written consent of such managing underwriter(s)limitation, during such period as is reasonably requested by the managing underwriter(s) (which period shall in no event be longer than three (3) days prior to and ninety (90) days after the pricing of such offering), Transfer any Registrable Securities (subject to such exceptions as may be agreed by the managing underwriter(s) and the Holders). The foregoing provisions of this Section 8(a) shall not apply to offers or sales of Registrable Securities that are included in an offering pursuant to Section 44.6(d)) and, Section 5for the avoidance of doubt, Section 6, and Section 7 of this Agreement and shall be applicable to the Holders of include any Person who shall have acquired one million (1,000,000) or more Registrable Securities only iffollowing the Standstill Expiration Date pursuant to any privately negotiated purchase; provided, for so long as and to the extent however, that the Company, the directors and executive officers of the Company and each selling shareholder included in such offering are subject rights transferred to the same restrictions. Each Holder of Registrable Securities agrees any Permitted Transferee shall not include rights pursuant to execute and deliver such other agreements as may be reasonably requested by the managing underwriter(s) that are consistent with the foregoing provisions of this Section 8(a) and are necessary to give further effect thereto5.3.2(b)(second).