Common use of Lock-Up Restrictions Clause in Contracts

Lock-Up Restrictions. (a) Except as permitted by Section 2.11(b), for a period of 60 days from the date of the Closing (the “Lock-up Period”), no Blackstone Holder shall Transfer any Registrable Securities beneficially owned or owned of record by such Blackstone Holder (including securities held as a custodian), except to a Permitted Transferee. (b) Notwithstanding the provisions set forth in Section 2.11(a), Transfers of Registrable Securities beneficially owned or owned of record by a Blackstone Holder are permitted (i) by virtue of the governing documents of such Blackstone Holder or by virtue of the laws of the jurisdiction of formation of such Blackstone Holder upon such Blackstone Holder’s dissolution; and (ii) in the event of the Company’s liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Company Common Stock for cash, securities or other property. (c) Each Blackstone Holder hereby represents and warrants that it now has, and except as contemplated by this Section 2.11(c), for the duration of the applicable Lock-up Period will have, good and marketable title to its Registrable Securities, free and clear of all liens, encumbrances, and claims that could impact the ability of such Blackstone Holder to comply with the foregoing restrictions. Each Blackstone Holder agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the Transfer of securities of the Company beneficially owned or owned of record by such Blackstone Holder during the Lock-up Period.

Lock-Up Restrictions. (a) Except as permitted by Section 2.11(b), for a period of 60 90 days from the date of the Closing (the “Lock-up Period”), no Blackstone Holder (which, for the avoidance of doubt, shall include any Transferee thereof) shall Transfer any Registrable Securities beneficially owned or owned of record by such Blackstone Holder (including securities held as a custodian), except to a Permitted Transferee. (b) Notwithstanding the provisions set forth in Section 2.11(a), Transfers of Registrable Securities beneficially owned or owned of record by a Blackstone Holder are permitted (i) by virtue of the governing documents of such Blackstone Holder or by virtue of the laws of the jurisdiction of formation of such Blackstone Holder upon such Blackstone Holder’s dissolution; and (ii) in the event of the Company’s liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Company Common Stock for cash, securities or other property. (c) Each Blackstone Holder hereby represents and warrants that it now has, and except as contemplated by this Section 2.11(c), for the duration of the applicable Lock-up Period will have, good and marketable title to its Registrable Securities, free and clear of all liens, encumbrances, and claims that could impact the ability of such Blackstone Holder to comply with the foregoing restrictions. Each Blackstone Holder agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the Transfer of securities of the Company beneficially owned or owned of record by such Blackstone Holder during the Lock-up Period.

Lock-Up Restrictions. (a) Except as permitted by Section 2.11(b), for a period of 60 90 days from the date of the Closing (the “Lock-up Period”), no Blackstone Holder (which for the avoidance of doubt, shall include any Transferee thereof) shall Transfer any Registrable Securities beneficially owned or owned of record by such Blackstone Holder (including securities held as a custodian), except to a Permitted Transferee. (b) Notwithstanding the provisions set forth in Section 2.11(a), Transfers of Registrable Securities beneficially owned or owned of record by a Blackstone Holder are permitted (i) by virtue of the governing documents of such Blackstone Holder or by virtue of the laws of the jurisdiction of formation of such Blackstone Holder upon such Blackstone Holder’s dissolution; and (ii) in the event of the Company’s liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Company Common Stock for cash, securities or other property. (c) Each Blackstone Holder hereby represents and warrants that it now has, and except as contemplated by this Section 2.11(c), for the duration of the applicable Lock-up Period will have, good and marketable title to its Registrable Securities, free and clear of all liens, encumbrances, and claims that could impact the ability of such Blackstone Holder to comply with the foregoing restrictions. Each Blackstone Holder agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the Transfer of securities of the Company beneficially owned or owned of record by such Blackstone Holder during the Lock-up Period.