Common use of Limitations on Sale or Distribution of Other Securities Clause in Contracts

Limitations on Sale or Distribution of Other Securities. (a) Each Holder agrees, to the extent requested by a Manager, if any, of any underwritten public offering pursuant to a registration or offering effected pursuant to Section 2.1, not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the Securities Act, any Shares, or any other equity security of the Company or any security convertible into or exchangeable or exercisable for any equity security of the Company (other than as part of such underwritten public offering or in connection with a transfer to an Affiliate) during the time period reasonably requested by the Manager, not to exceed ninety (90) days, and the Company hereby agrees to use its commercially reasonable efforts to cause each holder of any equity security or any security convertible into or exchangeable or exercisable for any equity security of the Company purchased from the Company at any time other than in a public offering that is an Affiliate of the Company so to agree, except to the extent such holder has contractual rights to participate in such registration or offering). Each Holder agrees to execute and deliver customary lock-up agreements for the benefit of the underwriters with such form and substance as the managing underwriter shall reasonably determine consistent with the sentence above. Notwithstanding the foregoing, none of the provisions or restrictions set forth in this Section 2.7(a) shall in any way limit GS or any of its Affiliates from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger advisory, financing, asset management, trading, market making, arbitrage, investment activity and other similar activities conducted in the ordinary course of their business. (b) The Company hereby agrees that, in connection with an offering pursuant to Sections 2.1 or 2.2 and, for the avoidance of doubt, excepting any Registrable Securities of the Company included in an offering pursuant to Section 2.2, the Company shall not sell, transfer, or otherwise dispose of, any Shares, or any other equity security of the Company or any security convertible into or exchangeable or exercisable for any equity security of the Company (other than as part of such underwritten public offering, a registration on Form S-4 or Form S-8 or any successor or similar form which is (x) then in effect or (y) shall become effective upon the conversion, exchange or exercise of any then outstanding Shares, or pursuant to negotiations with the Manager for reasonable and customary exceptions to such limitations as shall be set forth in the associated underwriting agreement), for a period from the pricing date of such offering as reasonably requested by a Manager (such period not to exceed ninety (90) days); and the Company shall (i) so provide in any registration rights agreements hereafter entered into with respect to any of its securities and (ii) use its commercially reasonable efforts to cause each holder of any equity security or any security convertible into or exchangeable or exercisable for any equity security of the Company purchased from the Company at any time other than in a public offering that is an Affiliate of the Company to so agree, except to the extent such holder has contractual rights to participate in such registration or offering.

Limitations on Sale or Distribution of Other Securities. (a) Each Holder agrees, to To the extent requested in writing by a Managerthe Company or the managing underwriter, if any, of any underwritten public offering pursuant to a registration or offering effected pursuant to Section 2.1Sections 2.1 or 2.2, or in connection with any Rule 144A offering or in connection with any subsequent exchange offer or conversion relating thereto or in connection with an Initial Public Offering, each Stockholder of Registrable Securities agrees not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the Securities Act, any SharesCommon Stock, or any other equity security of the Company or any security convertible into or exchangeable or exercisable for any equity security of the Company (other than as part of such underwritten public offering or in connection with a transfer to an Affiliate) during the time period reasonably requested by the Manager, managing underwriter not to exceed ninety 90 days (90or 180 days with respect to the Initial Public Offering) daysbeginning with the date of the closing of such Rule 144A offering, exchange offer, conversion or Initial Public Offering (such period, the "Stockholder Lockup") other than: ------------------ (i) sales of shares of Common Stock or other equity securities of the Company as part of such underwritten public offering; (ii) sales of shares Common Stock or other equity securities of the Company purchased by the Stockholder in the secondary market following the Initial Public Offering; (iii) sales of shares of Common Stock or other equity securities of the Company purchased by the Stockholder in connection with the Company's dividend reinvestment plan; (iv) sales of shares of Common Stock or other equity securities purchased from the underwriters in connection with the directed share program of any underwritten public offering; (v) sales by a Management Stockholder of the number of shares of Common Stock necessary to derive sufficient proceeds to (A) repay in a timely fashion all amounts due under borrowings by such Management Stockholder from the Company and (B) make all tax payments associated with the lapsing of forfeiture restrictions on shares of restricted Common Stock held by such Management Stockholder and the sale of any shares pursuant to this clause (v); (vi) the transfer of shares of Common Stock or other equity securities by any Stockholder to any Affiliate of such Stockholder; provided, however, that the Stockholder Lockups entered into in connection with the Initial Public Offering will not include this exception; (vii) without limiting clause (vi) above, the transfer of shares of Common Stock or other equity securities by Xxxxxx Financial, Inc. to any successor entity pursuant to a merger or other acquisition of Xxxxxx Financial, Inc., including, without limitation, by General Electric Company, GE Capital Corporation or any of their Affiliates; or (viii) other transfers customarily excluded from such transfer restrictions, including, without limitation, bona fide gifts by the Stockholder or other transfers by a Stockholder to a trust for the benefit of the Stockholder and/or his or her family members; provided, however, that in the case of clauses (vi) and (vii) and, to the extent appropriate, clause (viii), transfers will be permitted only if the transferee executes an agreement stating that the shares of Common Stock or equity securities so transferred to the transferee will remain subject to the Stockholder Lockup. The Company hereby also agrees to use its all commercially reasonable efforts to cause each holder Stockholder of any equity security or any security convertible into or exchangeable or exercisable for any equity security of the Company purchased from the Company at any time other than in a public offering that is an Affiliate of the Company so to agree, except to the extent such holder has contractual rights to participate in such registration or offering). Each Holder agrees to execute and deliver customary lock-up agreements for the benefit of the underwriters with such form and substance as the managing underwriter shall reasonably determine consistent with the sentence above. Notwithstanding the foregoing, none of the provisions or restrictions set forth in this Section 2.7(a) shall in any way limit GS or any of its Affiliates from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger advisory, financing, asset management, trading, market making, arbitrage, investment activity and other similar activities conducted in the ordinary course of their business. (b) The Company hereby agrees that, in connection with an offering pursuant to Sections 2.1 or 2.2 and, if it shall previously have received a request for the avoidance of doubt, excepting any Registrable Securities of the Company included in an offering registration pursuant to Section 2.1 or 2.2, and if such previous registration shall not have been withdrawn or abandoned, the Company shall not not, without the prior written consent of the Initiating Stockholders, sell, transfer, or otherwise dispose of, any SharesCommon Stock, or any other equity security of the Company or any security convertible into or exchangeable or exercisable for any equity security of the Company (other than as part of such underwritten public offering, a registration on Form S-4 or Form N-14, as applicable, or Form S-8 or any successor or similar applicable equivalent form which is (x) then in effect or (y) shall become effective upon the conversion, exchange or exercise of any then outstanding SharesCommon Stock Equivalent), until a period of 90 days (or such shorter period of time as requested in writing by any managing underwriter of such registration pursuant to negotiations with the Manager for reasonable and customary exceptions to such limitations as shall be set forth in the associated underwriting agreementSection 2.1 or 2.2), for a period shall have elapsed from the pricing effective date of such offering as reasonably requested by a Manager (such period not to exceed ninety (90) days)previous registration; and the Company shall (i) so provide in any registration rights agreements agreement hereafter entered into with respect to any of its securities and (ii) use its commercially reasonable efforts to cause each holder of any equity security or any security convertible into or exchangeable or exercisable for any equity security of the Company purchased from the Company at any time other than in a public offering that is an Affiliate of the Company to so agree, except to the extent such holder has contractual rights to participate in such registration or offeringsecurities.

Limitations on Sale or Distribution of Other Securities. (a) Each Holder agrees, to To the extent requested in writing by a Managerthe Company or the managing underwriter, if any, of any underwritten public offering pursuant to a registration or offering effected pursuant to Section 2.1Sections 2.1 or 2.2, or in connection with any Rule 144A offering or in connection with any subsequent exchange offer or conversion relating thereto or in connection with an Initial Public Offering, each Stockholder of Registrable Securities agrees not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the Securities Act, any SharesCommon Stock, or any other equity security of the Company or any security convertible into or exchangeable or exercisable for any equity security of the Company (other than as part of such underwritten public offering or in connection with a transfer to an Affiliate) during the time period reasonably requested by the Manager, managing underwriter not to exceed ninety 90 days (90or 180 days with respect to the Initial Public Offering) daysbeginning with the date of the closing of such Rule 144A offering, exchange offer, conversion or Initial Public Offering (such period, the "Stockholder Lockup") other than: ------------------ (i) sales of shares of Common Stock or other equity securities of the Company as part of such underwritten public offering; (ii) sales of shares Common Stock or other equity securities of the Company purchased by the Stockholder in the secondary market following the Initial Public Offering; (iii) sales of shares of Common Stock or other equity securities of the Company purchased by the Stockholder in connection with the Company's dividend reinvestment plan; (iv) sales of shares of Common Stock or other equity securities purchased from the underwriters in connection with the directed share program of any underwritten public offering; (v) sales by a Management Stockholder of the number of shares of Common Stock necessary to derive sufficient proceeds to (A) repay in a timely fashion all amounts due under borrowings by such Management Stockholder from the Company and (B) make all tax payments associated with the lapsing of forfeiture restrictions on shares of restricted Common Stock held by such Management Stockholder and the sale of any shares pursuant to this clause (v); (vi) the transfer of shares of Common Stock or other equity securities by any Stockholder to any Affiliate of such Stockholder; provided, however, that the Stockholder Lockups entered into in connection with the Initial Public Offering will not include this exception; (vii) without limiting clause (vi) above, the transfer of shares of Common Stock or other equity securities by Heller Financial, Inc. to any successxx xxxity pursuant to a merger or other acquisition of Heller Financial, Inc., including, wixxxxx limitation, by General Electric Company, GE Capital Corporation or any of their Affiliates; or (viii) other transfers customarily excluded from such transfer restrictions, including, without limitation, bona fide gifts by the Stockholder or other transfers by a Stockholder to a trust for the benefit of the Stockholder and/or his or her family members; provided, however, that in the case of clauses (vi) and (vii) and, to the extent appropriate, clause (viii), transfers will be permitted only if the transferee executes an agreement stating that the shares of Common Stock or equity securities so transferred to the transferee will remain subject to the Stockholder Lockup. The Company hereby also agrees to use its all commercially reasonable efforts to cause each holder Stockholder of any equity security or any security convertible into or exchangeable or exercisable for any equity security of the Company purchased from the Company at any time other than in a public offering that is an Affiliate of the Company so to agree, except to the extent such holder has contractual rights to participate in such registration or offering). Each Holder agrees to execute and deliver customary lock-up agreements for the benefit of the underwriters with such form and substance as the managing underwriter shall reasonably determine consistent with the sentence above. Notwithstanding the foregoing, none of the provisions or restrictions set forth in this Section 2.7(a) shall in any way limit GS or any of its Affiliates from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger advisory, financing, asset management, trading, market making, arbitrage, investment activity and other similar activities conducted in the ordinary course of their business. (b) The Company hereby agrees that, in connection with an offering pursuant to Sections 2.1 or 2.2 and, if it shall previously have received a request for the avoidance of doubt, excepting any Registrable Securities of the Company included in an offering registration pursuant to Section 2.1 or 2.2, and if such previous registration shall not have been withdrawn or abandoned, the Company shall not not, without the prior written consent of the Initiating Stockholders, sell, transfer, or otherwise dispose of, any SharesCommon Stock, or any other equity security of the Company or any security convertible into or exchangeable or exercisable for any equity security of the Company (other than as part of such underwritten public offering, a registration on Form S-4 or Form N-14, as applicable, or Form S-8 or any successor or similar applicable equivalent form which is (x) then in effect or (y) shall become effective upon the conversion, exchange or exercise of any then outstanding SharesCommon Stock Equivalent), until a period of 90 days (or such shorter period of time as requested in writing by any managing underwriter of such registration pursuant to negotiations with the Manager for reasonable and customary exceptions to such limitations as shall be set forth in the associated underwriting agreementSection 2.1 or 2.2), for a period shall have elapsed from the pricing effective date of such offering as reasonably requested by a Manager (such period not to exceed ninety (90) days)previous registration; and the Company shall (i) so provide in any registration rights agreements agreement hereafter entered into with respect to any of its securities and (ii) use its commercially reasonable efforts to cause each holder of any equity security or any security convertible into or exchangeable or exercisable for any equity security of the Company purchased from the Company at any time other than in a public offering that is an Affiliate of the Company to so agree, except to the extent such holder has contractual rights to participate in such registration or offeringsecurities.

Limitations on Sale or Distribution of Other Securities. (a) Each Holder agrees, to To the extent requested in writing by a Managerthe Company or the managing underwriter, if any, of any underwritten public offering pursuant to a registration or offering effected pursuant to Section 2.1Sections 2.1 or 2.2, or in connection with any Rule 144A offering or in connection with any subsequent exchange offer or conversion relating thereto or in connection with an Initial Public Offering, each Stockholder of Registrable Securities agrees not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the Securities Act, any SharesCommon Stock, or any other equity security of the Company or any security convertible into or exchangeable or exercisable for any equity security of the Company (other than as part of such underwritten public offering or in connection with a transfer to an Affiliate) during the time period reasonably requested by the Manager, managing underwriter not to exceed ninety 90 days (90or 180 days with respect to the Initial Public Offering) daysbeginning with the date of the closing of such Rule 144A offering, exchange offer, conversion or Initial Public Offering (such period, the "Stockholder Lockup") other than: (i) sales of shares of Common Stock or other equity securities of the Company as part of such underwritten public offering; (ii) sales of shares Common Stock or other equity securities of the Company purchased by the Stockholder in the secondary market following the Initial Public Offering; (iii) sales of shares of Common Stock or other equity securities of the Company purchased by the Stockholder in connection with the Company's dividend reinvestment plan; (iv) sales of shares of Common Stock or other equity securities purchased from the underwriters in connection with the directed share program of any underwritten public offering; (v) sales by a Management Stockholder of the number of shares of Common Stock necessary to derive sufficient proceeds to (A) repay in a timely fashion all amounts due under borrowings by such Management Stockholder from the Company and (B) make all tax payments associated with the lapsing of forfeiture restrictions on shares of restricted Common Stock held by such Management Stockholder and the sale of any shares pursuant to this clause (v); (vi) the transfer of shares of Common Stock or other equity securities by any Stockholder to any Affiliate of such Stockholder; provided, however, that the Stockholder Lockups entered into in connection with the Initial Public Offering will not include this exception; (vii) without limiting clause (vi) above, the transfer of shares of Common Stock or other equity securities by Heller Financial, Inc. to any successor entity pursuant to a merger ox xxxxr acquisition of Heller Financial, Inc., including, without limitation, by General Elexxxxx Company, GE Capital Corporation or any of their Affiliates; or (viii) other transfers customarily excluded from such transfer restrictions, including, without limitation, bona fide gifts by the Stockholder or other transfers by a Stockholder to a trust for the benefit of the Stockholder and/or his or her family members; provided, however, that in the case of clauses (vi) and (vii) and, to the extent appropriate, clause (viii), transfers will be permitted only if the transferee executes an agreement stating that the shares of Common Stock or equity securities so transferred to the transferee will remain subject to the Stockholder Lockup. The Company hereby also agrees to use its all commercially reasonable efforts to cause each holder Stockholder of any equity security or any security convertible into or exchangeable or exercisable for any equity security of the Company purchased from the Company at any time other than in a public offering that is an Affiliate of the Company so to agree, except to the extent such holder has contractual rights to participate in such registration or offering). Each Holder agrees to execute and deliver customary lock-up agreements for the benefit of the underwriters with such form and substance as the managing underwriter shall reasonably determine consistent with the sentence above. Notwithstanding the foregoing, none of the provisions or restrictions set forth in this Section 2.7(a) shall in any way limit GS or any of its Affiliates from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger advisory, financing, asset management, trading, market making, arbitrage, investment activity and other similar activities conducted in the ordinary course of their business. (b) The Company hereby agrees that, in connection with an offering pursuant to Sections 2.1 or 2.2 and, if it shall previously have received a request for the avoidance of doubt, excepting any Registrable Securities of the Company included in an offering registration pursuant to Section 2.1 or 2.2, and if such previous registration shall not have been withdrawn or abandoned, the Company shall not not, without the prior written consent of the Initiating Stockholders, sell, transfer, or otherwise dispose of, any SharesCommon Stock, or any other equity security of the Company or any security convertible into or exchangeable or exercisable for any equity security of the Company (other than as part of such underwritten public offering, a registration on Form S-4 or Form N-14, as applicable, or Form S-8 or any successor or similar applicable equivalent form which is (x) then in effect or (y) shall become effective upon the conversion, exchange or exercise of any then outstanding SharesCommon Stock Equivalent), until a period of 90 days (or such shorter period of time as requested in writing by any managing underwriter of such registration pursuant to negotiations with the Manager for reasonable and customary exceptions to such limitations as shall be set forth in the associated underwriting agreementSection 2.1 or 2.2), for a period shall have elapsed from the pricing effective date of such offering as reasonably requested by a Manager (such period not to exceed ninety (90) days)previous registration; and the Company shall (i) so provide in any registration rights agreements agreement hereafter entered into with respect to any of its securities and (ii) use its commercially reasonable efforts to cause each holder of any equity security or any security convertible into or exchangeable or exercisable for any equity security of the Company purchased from the Company at any time other than in a public offering that is an Affiliate of the Company to so agree, except to the extent such holder has contractual rights to participate in such registration or offeringsecurities.

Limitations on Sale or Distribution of Other Securities. (a) Each Holder agrees, to To the extent requested in writing by a Managerthe Company or the managing underwriter, if any, of any underwritten public offering pursuant to a registration or offering effected pursuant to Section 2.1Sections 2.1 or 2.2, or in connection with any Rule 144A offering or in connection with any subsequent exchange offer or conversion relating thereto or in connection with an Initial Public Offering, each Stockholder of Registrable Securities agrees not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the Securities Act, any SharesCommon Stock, or any other equity security of the Company or any security convertible into or exchangeable or exercisable for any equity security of the Company (other than as part of such underwritten public offering or in connection with a transfer to an Affiliate) during the time period reasonably requested by the Manager, managing underwriter not to exceed ninety 90 days (90or 180 days with respect to the Initial Public Offering) daysbeginning with the date of the closing of such Rule 144A offering, exchange offer, conversion or Initial Public Offering (such period, the "Stockholder Lockup") other than: (i) sales of shares of Common Stock or other equity securities of the Company as part of such underwritten public offering; (ii) sales of shares Common Stock or other equity securities of the Company purchased by the Stockholder in the secondary market following the Initial Public Offering; (iii) sales of shares of Common Stock or other equity securities of the Company purchased by the Stockholder in connection with the Company's dividend reinvestment plan; (iv) sales of shares of Common Stock or other equity securities purchased from the underwriters in connection with the directed share program of any underwritten public offering; (v) sales by a Management Stockholder of the number of shares of Common Stock necessary to derive sufficient proceeds to (A) repay in a timely fashion all amounts due under borrowings by such Management Stockholder from the Company and (B) make all tax payments associated with the lapsing of forfeiture restrictions on shares of restricted Common Stock held by such Management Stockholder and the sale of any shares pursuant to this clause (v); (vi) the transfer of shares of Common Stock or other equity securities by any Stockholder to any Affiliate of such Stockholder; provided, however, that the Stockholder Lockups entered into in connection with the Initial Public Offering will not include this exception; (vii) without limiting clause (vi) above, the transfer of shares of Common Stock or other equity securities by Xxxxxx Financial, Inc. to any successor entity pursuant to a merger or other acquisition of Xxxxxx Financial, Inc., including, without limitation, by General Electric Company, GE Capital Corporation or any of their Affiliates; or (viii) other transfers customarily excluded from such transfer restrictions, including, without limitation, bona fide gifts by the Stockholder or other transfers by a Stockholder to a trust for the benefit of the Stockholder and/or his or her family members; provided, however, that in the case of clauses (vi) and (vii) and, to the extent appropriate, clause (viii), transfers will be permitted only if the transferee executes an agreement stating that the shares of Common Stock or equity securities so transferred to the transferee will remain subject to the Stockholder Lockup. The Company hereby also agrees to use its all commercially reasonable efforts to cause each holder Stockholder of any equity security or any security convertible into or exchangeable or exercisable for any equity security of the Company purchased from the Company at any time other than in a public offering that is an Affiliate of the Company so to agree, except to the extent such holder has contractual rights to participate in such registration or offering). Each Holder agrees to execute and deliver customary lock-up agreements for the benefit of the underwriters with such form and substance as the managing underwriter shall reasonably determine consistent with the sentence above. Notwithstanding the foregoing, none of the provisions or restrictions set forth in this Section 2.7(a) shall in any way limit GS or any of its Affiliates from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger advisory, financing, asset management, trading, market making, arbitrage, investment activity and other similar activities conducted in the ordinary course of their business. (b) The Company hereby agrees that, in connection with an offering pursuant to Sections 2.1 or 2.2 and, if it shall previously have received a request for the avoidance of doubt, excepting any Registrable Securities of the Company included in an offering registration pursuant to Section 2.1 or 2.2, and if such previous registration shall not have been withdrawn or abandoned, the Company shall not not, without the prior written consent of the Initiating Stockholders, sell, transfer, or otherwise dispose of, any SharesCommon Stock, or any other equity security of the Company or any security convertible into or exchangeable or exercisable for any equity security of the Company (other than as part of such underwritten public offering, a registration on Form S-4 or Form N-14, as applicable, or Form S-8 or any successor or similar applicable equivalent form which is (x) then in effect or (y) shall become effective upon the conversion, exchange or exercise of any then outstanding SharesCommon Stock Equivalent), until a period of 90 days (or such shorter period of time as requested in writing by any managing underwriter of such registration pursuant to negotiations with the Manager for reasonable and customary exceptions to such limitations as shall be set forth in the associated underwriting agreementSection 2.1 or 2.2), for a period shall have elapsed from the pricing effective date of such offering as reasonably requested by a Manager (such period not to exceed ninety (90) days)previous registration; and the Company shall (i) so provide in any registration rights agreements agreement hereafter entered into with respect to any of its securities and (ii) use its commercially reasonable efforts to cause each holder of any equity security or any security convertible into or exchangeable or exercisable for any equity security of the Company purchased from the Company at any time other than in a public offering that is an Affiliate of the Company to so agree, except to the extent such holder has contractual rights to participate in such registration or offeringsecurities.

Limitations on Sale or Distribution of Other Securities. (a1) Each Holder agrees, to To the extent requested in writing by a Managermanaging underwriter, if any, of any underwritten public offering pursuant to a registration or offering effected pursuant to Section 2.12.1 and 2.2, each Holder of Registrable Securities agrees not to sellTransfer, transfer or otherwise dispose ofincluding, including without limitation, any sale pursuant to Rule 144 under the Securities Act, any Shares, or any other equity security of the Company or any security convertible into or exchangeable or exercisable for any equity security of the Company Registrable Securities (other than as part of such underwritten public offering or in connection with a transfer to an Affiliateoffering) during the time period reasonably requested by the Managermanaging underwriter, not to exceed ninety 90 days from the effective date of the registration statement (90) days, and the Company hereby also so agrees to use its commercially reasonable efforts to cause each holder (except that the Company may effect any sale or distribution of any equity security such securities pursuant to a registration on Form S-8 or any security successor or similar form that is then in effect or upon the conversion, exchange or exercise of any then outstanding options, warrants, rights or other securities convertible into or exchangeable or exercisable for Registrable Securities or on Form S-4 or any equity security successor or similar form that is then in effect for a merger, acquisition or other transaction and related distributions of securities) to use its reasonable best efforts to cause each holder, directly or indirectly, of at least 1% of any Share Capital of the Company purchased from the Company at any time other than in a public offering that is an Affiliate of the Company so to agree); provided that with respect to registrations effected pursuant to Section 2.2, except each Holder of Registrable Securities shall only be required to the extent agree to one such holder has contractual rights to participate in such registration or offering). Each Holder agrees to execute and deliver customary lock-up agreements for the benefit period of the underwriters with such form and substance as the managing underwriter shall reasonably determine consistent with the sentence above. Notwithstanding the foregoing, none of the provisions or restrictions set forth in this Section 2.7(a) shall restriction on Transfer in any way limit GS or any of its Affiliates from engaging in any brokerage, investment advisory, financial advisory, anti365-raid advisory, principaling, merger advisory, financing, asset management, trading, market making, arbitrage, investment activity and other similar activities conducted in the ordinary course of their businessday period. (b2) The Company hereby agrees that, in connection with an offering pursuant to Sections 2.1 or 2.2 and, if it shall previously have received a request for the avoidance of doubt, excepting any Registrable Securities of the Company included in an offering registration pursuant to Section 2.22.1 hereof or postponed pursuant to Section 3.4 hereof, and if such previous registration shall not have been withdrawn or abandoned, the Company shall not sell, transfer, or otherwise dispose of, Transfer any Shares, or any other equity security of the Company or any security convertible into or exchangeable or exercisable for any equity security of the Company Registrable Securities (other than as part of such underwritten public offering, a registration on Form S-4 or Form S-8 or any successor or similar form which that is (x) then in effect or (y) shall become effective upon the conversion, exchange or exercise of any then outstanding Sharesoptions, warrants, rights or pursuant to negotiations with the Manager for reasonable and customary exceptions to such limitations as shall be set forth in the associated underwriting agreement), for a period from the pricing date of such offering as reasonably requested by a Manager (such period not to exceed ninety (90) days); and the Company shall (i) so provide in any registration rights agreements hereafter entered into with respect to any of its other securities and (ii) use its commercially reasonable efforts to cause each holder of any equity security or any security convertible into or exchangeable or exercisable for Registrable Securities or on Form S-4 or any equity security successor or similar form that is then in effect for a merger, acquisition or other transaction and related distributions of securities) during the time period reasonably requested by the managing underwriter, not to exceed 90 days from the effective date of the Company purchased from the Company at any time other than in a public offering that is an Affiliate of the Company to so agree, except to the extent such holder has contractual rights to participate in such registration or offeringstatement.