Lock-Up; Registration Sample Clauses

Lock-Up; Registration. (a) Subject to Section 6.9(b), such Owner shall not, without the prior written consent of the Parent, offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Owner or any Affiliate of the Owner or any Person in privity with the Owner or any Affiliate of the Owner), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, the Shares or any other shares of capital stock of the Parent, whether received by such Owner pursuant to this Agreement, or any securities convertible into, or exercisable or exchangeable for such capital stock, or publicly announce an intention to effect any such transaction. (b) The restrictions set forth in Section 6.9(a) shall be applicable to all Shares until the two (2) year anniversary of the Closing Date, at which point such restrictions shall terminate, except: (i) after the six month anniversary of the Closing Date, each Owner may offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) up to 100,000 Shares (adjusted or any stock splits, reverse splits or recapitalizations) during each three month period occurring after such six month anniversary (subject to restrictions under applicable Law, including the Exchange Act and Rule 144); (ii) in the event that the Merger fails or ceases to qualify as a reorganization as defined under IRC §368(a)(1)(A) and §368(a)(2)(D) with respect to a particular Holdco, and such Holdco or the Owner of such Holdco is assessed a Tax liability as a result of such failure or cessation, then subject to restrictions under applicable Law, including the Exchange Act and Rule 144 unless an exemption from registration or qualification is available, the Owner of such Holdco may, after receiving ...

Lock-Up; Registration. Release by Owners. 6.11. Indemnification. 6.12.

Lock-Up; Registration