Common use of Lock-Up/Leak-Out Agreements Clause in Contracts

Lock-Up/Leak-Out Agreements. (a) In connection with any underwritten Public Offering, each Holder will enter into any customary lock-up, holdback or similar agreements requested by the underwriter(s) managing such offering, in each case with such modifications and exceptions as may be approved by the Holders. Without limiting the generality of the foregoing, each Holder hereby agrees that in connection with any Piggyback Registration that is an underwritten Public Offering, not to: (i) offer, sell, contract to sell, pledge or otherwise dispose of (including sales pursuant to Rule 144), directly or indirectly, any equity securities of the Company (including equity securities of the Company that may be deemed to be beneficially owned by such Holder in accordance with the rules and regulations of the SEC) (collectively, “Shares”), or any securities, options or rights convertible into or exchangeable or exercisable for Shares (collectively, “Other Securities”); (ii) enter into a transaction which would have the same effect as described in clause (i) above; (iii) enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences or ownership of any Shares or Other Securities, whether such transaction is to be settled by delivery of such Shares or Other Securities, in cash or otherwise (each of (i), (ii) and (iii) above, a “Sale Transaction”); or (iv) publicly disclose the intention to enter into any Sale Transaction, commencing on the date on which the Company gives notice to the Holders that a preliminary prospectus has been circulated for such underwritten Public Offering or the ‘pricing’ of such offering and continuing to the date that is 180 days following the date of the final prospectus in the case of any other such underwritten Public Offering (such period, or such shorter period as agreed to by the managing underwriters, a “Leak-Out Period”); provided, however, that (a) all executive officers and directors of the Company then holding Common Shares of the Company shall enter into similar agreements; and (b) notwithstanding the foregoing, each Holder shall be entitled to sell, dispose, transfer, assign, pledge or hypothecate or enter into any such transaction to such effect, directly or indirectly (including, without limitation, any sales, short sales, swaps or any derivative transactions that would be equivalent to any sales or short positions) (each a “Disposition”), on any day during the Leak-Out Period (any such date, a “Date of Determination”), shares of unrestricted Common Shares equal to no more than ten percent (10%) of the trading volume of Common Shares as reported by Bloomberg, LP for the one (1) trading day immediately preceding the applicable Date of Determination. The Company may impose stop-transfer instructions with respect to any Shares or Other Securities subject to the restrictions set forth in this section 2 until the end of such Leak-Out Period. (b) The restrictions in the foregoing paragraph shall not apply to (a) any Disposition of Shares acquired in open market transactions following the closing of the Public Offering, provided the Disposition would not require any filing under Section 16(a) of the Exchange Act and no such filing is voluntarily made, (b) the conversion or exercise of outstanding Other Securities into Shares, provided that any such Shares received upon such conversion or exercise (as the case may be) shall be subject to the restrictions on Disposition set forth in this Leak-Out Agreement, or (c) the Disposition of Shares or any Other Security pursuant to a bona fide third-party tender offer for securities of the Company, merger, consolidation or other similar transaction that is approved by the board of directors of the Company, made to all holders of Common Shares involving a change of control (as defined below), provided that all of a Holder’s Relevant Securities shall remain subject to the restrictions herein. For purposes of the foregoing, “change of control” means any bona fide third party tender offer, merger, consolidation or other similar transaction, in one transaction or a series of related transactions, the result of which is that any “person” (as defined in Section 13(d)(3) of the Exchange Act), or group of affiliated persons, other than the Company, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of 50% or more of the total voting power of the voting stock of the Company (or the surviving entity). As used herein, the term “Relevant Security” or “Relevant Securities” means any Shares or any Other Securities or any warrant to purchase or any other security of the Company or any other entity that is convertible into, or exercisable or exchangeable for any other equity security of the Company, in each case owned beneficially or otherwise by the Holder on the date of closing of the Public Offering or acquired by the Holder during the Leak-Out Period.

Lock-Up/Leak-Out Agreements. (a) In connection with any underwritten Public Offering, each Holder will enter into any customary lock-up, holdback or similar agreements requested by the underwriter(s) managing such offering, in each case with such modifications and exceptions as may be approved by the Holders. Without limiting the generality of the foregoing, each Holder hereby agrees that in connection with any Piggyback Registration that is an underwritten Public Offering, not to: (i) offer, sell, contract to sell, pledge or otherwise dispose of (including sales pursuant to Rule 144), directly or indirectly, any equity securities of the Company (including equity securities of the Company that may be deemed to be beneficially owned by such Holder in accordance with the rules and regulations of the SEC) (collectively, “Shares”), or any securities, options or rights convertible into or exchangeable or exercisable for Shares (collectively, “Other Securities”); (ii) enter into a transaction which would have the same effect as described in clause (i) above; (iii) enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences or ownership of any Shares or Other Securities, whether such transaction is to be settled by delivery of such Shares or Other Securities, in cash or otherwise (each of (i), (ii) and (iii) above, a “Sale Transaction”); or (iv) publicly disclose the intention to enter into any Sale Transaction, commencing on the date on which the Company gives notice to the Holders that a preliminary prospectus has been circulated for such underwritten Public Offering or the ‘pricing’ of such offering and continuing to the date that is 180 days following the date of the final prospectus in the case of any other such underwritten Public Offering (such period, or such shorter period as agreed to by the managing underwriters, a “Leak-Out Period”)) ; provided, however, that (a) all executive officers and directors of the Company then holding Common Shares of the Company shall enter into similar agreements; and (b) notwithstanding the foregoing, each Holder shall be entitled to sell, dispose, transfer, assign, pledge or hypothecate or enter into any such transaction to such effect, directly or indirectly (including, without limitation, any sales, short sales, swaps or any derivative transactions that would be equivalent to any sales or short positions) (each a “Disposition”), on any day during the Leak-Out Period (any such date, a “Date of Determination”), shares of unrestricted Common Shares equal to no more than ten percent (10%) of the trading volume of Common Shares as reported by Bloomberg, LP for the one (1) trading day immediately preceding the applicable Date of Determination. The Company may impose stop-transfer instructions with respect to any Shares or Other Securities subject to the restrictions set forth in this section 2 until the end of such Leak-Out Period. (b) The restrictions in the foregoing paragraph shall not apply to (a) any Disposition of Shares acquired in open market transactions following the closing of the Public Offering, provided the Disposition would not require any filing under Section 16(a) of the Exchange Act and no such filing is voluntarily made, (b) the conversion or exercise of outstanding Other Securities into Shares, provided that any such Shares received upon such conversion or exercise (as the case may be) shall be subject to the restrictions on Disposition set forth in this Leak-Out Agreement, or (c) the Disposition of Shares or any Other Security pursuant to a bona fide third-party tender offer for securities of the Company, merger, consolidation or other similar transaction that is approved by the board of directors of the Company, made to all holders of Common Shares involving a change of control (as defined below), provided that all of a Holder’s Relevant Securities shall remain subject to the restrictions herein. For purposes of the foregoing, “change of control” means any bona fide third party tender offer, merger, consolidation or other similar transaction, in one transaction or a series of related transactions, the result of which is that any “person” (as defined in Section 13(d)(3) of the Exchange Act), or group of affiliated persons, other than the Company, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of 50% or more of the total voting power of the voting stock of the Company (or the surviving entity). As used herein, the term “Relevant Security” or “Relevant Securities” means any Shares or any Other Securities or any warrant to purchase or any other security of the Company or any other entity that is convertible into, or exercisable or exchangeable for any other equity security of the Company, in each case owned beneficially or otherwise by the Holder on the date of closing of the Public Offering or acquired by the Holder during the Leak-Out Period.

Lock-Up/Leak-Out Agreements. (a) In connection with any underwritten Public Offering, each Holder will enter into any customary lock-up, holdback or similar agreements requested by the underwriter(s) managing such offering, in each case with such modifications and exceptions as may be approved by the HoldersInvestors. Without limiting the generality of the foregoing, each Holder hereby agrees that in connection with any Piggyback Registration that is an underwritten Public Offering, not to: (i) offer, sell, contract to sell, pledge or otherwise dispose of (including sales pursuant to Rule 144), directly or indirectly, any equity securities of the Company (including equity securities of the Company that may be deemed to be beneficially owned by such Holder in accordance with the rules and regulations of the SEC) (collectively, “Shares”), or any securities, options or rights convertible into or exchangeable or exercisable for Shares (collectively, “Other Securities”); (ii) enter into a transaction which would have the same effect as described in clause (i) above; (iii) enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences or ownership of any Shares or Other Securities, whether such transaction is to be settled by delivery of such Shares or Other Securities, in cash or otherwise (each of (i), (ii) and (iii) above, a “Sale Transaction”); or (iv) publicly disclose the intention to enter into any Sale Transaction, commencing on the date on which the Company gives notice to the Holders that a preliminary prospectus has been circulated for such underwritten Public Offering or the ‘pricing’ of such offering and continuing to the date that is 180 days following the date of the final prospectus in the case of any other such underwritten Public Offering (such period, or such shorter period as agreed to by the managing underwriters, a “Leak-Out Period”); provided, however, that (aii) all executive officers and directors of the Company then holding Common Shares Stock of the Company shall enter into similar agreements; and (bii) notwithstanding the foregoing, foregoing each Holder shall be entitled to sell, dispose, transfer, assign, pledge or hypothecate or enter into any such transaction to such effect, directly or indirectly (including, without limitation, any sales, short sales, swaps or any derivative transactions that would be equivalent to any sales or short positions) (each a “Disposition”), on any day during the Leak-Out Period (any such date, a “Date of Determination”), shares Determination”),shares of unrestricted Common Shares Stock equal to no more than ten percent (10%) of the trading volume of Common Shares Stock as reported by Bloomberg, LP for the one (1) trading day immediately preceding the applicable Date of Determination. The Company may impose stop-transfer instructions with respect to any Shares or Other Securities subject to the restrictions set forth in this section 2 until the end of such Leak-Out Period. (b) The restrictions in the foregoing paragraph shall not apply to (a) any Disposition of Shares acquired in open market transactions following the closing of the Public Offering, provided the Disposition would not require any filing under Section 16(a) of the Exchange Act and no such filing is voluntarily made, (b) the conversion or exercise of outstanding Other Securities into Shares, provided that any such Shares received upon such conversion or exercise (as the case may be) shall be subject to the restrictions on Disposition set forth in this Leak-Out Agreement, or (c) the Disposition of Shares or any Other Security pursuant to a bona fide third-party tender offer for securities of the Company, merger, consolidation or other similar transaction that is approved by the board of directors of the Company, made to all holders of Common Shares Stock involving a change of control (as defined below), provided that all of a Holder’s Relevant Securities shall remain subject to the restrictions herein. For purposes of the foregoing, “change of control” means any bona fide third party tender offer, merger, consolidation or other similar transaction, in one transaction or a series of related transactions, the result of which is that any “person” (as defined in Section 13(d)(3) of the Exchange Act), or group of affiliated persons, other than the Company, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of 50% or more of the total voting power of the voting stock of the Company (or the surviving entity). As used herein, the term “Relevant Security” or “Relevant Securities” means any Shares or any Other Securities or any warrant to purchase or any other security of the Company or any other entity that is convertible into, or exercisable or exchangeable for any other equity security of the Company, in each case owned beneficially or otherwise by the Holder on the date of closing of the Public Offering or acquired by the Holder during the Leak-Out Period.other