Common use of Lock-Ups Clause in Contracts

Lock-Ups. With respect to any underwritten offering in which the Company or First Reserve is selling securities pursuant to Section 2.2 or 2.3 (including, but not limited to, the Company's initial public offering and any Shelf Underwriting), beginning on (a) the effective date of a registration statement filed by the Company pursuant to Section 2.2 or 2.3 (in the case of a registration statement other than a Shelf Registration) or (b) the date of the underwriting agreement executed in connection with a Shelf Underwriting (each an "Effective Date"), other than as provided in the last sentence of this Section 2.4, each Stockholder and Optionholder, whether or not such Person is participating in such offering, and the Company each agree to not (i) effect any issuance, sale, transfer, assignment, pledge, conveyance (including, without limitation, taking any short position in), or repurchase of Common Stock (or any securities of the Company exchangeable or convertible into Common Stock) for a period of 90 days after the Effective Date (the "Lock-up Period") or such longer time (not to exceed an additional 90 days) as requested by the underwriters for such offering and agreed to by First Reserve in its sole discretion; and (ii) the Company agrees to not file with the SEC any other registration statement, or any supplement or amendment to a previously filed shelf registration statement, from the Effective Date until the later of the expiration of the Lock-up Period or the completion of the period of distribution of any underwritten offering. Each Stockholder and Optionholder and the Company agree to enter into customary lock-up agreements with an underwriter consistent with the terms of this Section 2.4. The restrictions in this Section 2.4 shall not prevent the Company from filing with the SEC registration statements relating to any employee benefit plan, corporate reorganization, or issuance of debt that is not convertible into equity, and shall not apply to (X) the Registrable Securities to be sold under any underwritten offering contemplated by Section 2.2 or 2.3; (Y) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the Effective Date; or (Z) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to employee benefit plans of the Company existing as of the Effective Date.

Lock-Ups. With respect to any underwritten offering in which the Company or First Reserve is selling securities pursuant to Section 2.2 or 2.3 (including, but not limited to, including without limitation the Company's ’s initial public offering and any Shelf Underwriting), beginning on (a) the effective date of a registration statement filed by the Company pursuant to Section 2.2 or 2.3 (in the case of a registration statement other than a Shelf Registration) or (b) the date of the underwriting agreement executed in connection with a Shelf Underwriting (each an "“Effective Date"”), other than as provided in the last sentence of this Section 2.4, each Stockholder and Optionholder, whether or not such Person is participating in such offering, First Reserve and the Company each agree (unless the managing underwriters of the underwritten offering otherwise agree) to not (i) effect any issuance, sale, transfer, assignment, pledge, conveyance (including, without limitation, taking any short position in), or repurchase of Common Stock (or any securities of the Company exchangeable or convertible into Common Stock) for a period of 90 days after the Effective Date (the "“Lock-up Period"”) or such longer time (not to exceed an additional 90 days) as requested by the underwriters for such offering and agreed to by First Reserve in its sole discretiondiscretion (the “Additional Period”); and (ii) the Company agrees to not file with the SEC any other registration statement, or any supplement or amendment to a previously filed shelf registration statement, from the Effective Date until the later of the expiration of the Lock-up Period or the completion of the period of distribution of any underwritten offeringoffering (but not to exceed the Additional Period). Each Stockholder and Optionholder First Reserve and the Company agree to enter into customary lock-up agreements with an underwriter consistent with the terms of this Section 2.4. The restrictions in this Section 2.4 shall not prevent the Company from filing with the SEC registration statements relating to any employee benefit plan, corporate reorganization, or issuance of debt that is not convertible into equity, and shall not apply to (X) the Registrable Securities to be sold, or any shares of stock to be sold by the Company, under any underwritten offering contemplated by Section 2.2 or 2.3; (Y) any shares of Common Stock issued by the Company upon the exercise of an option option, warrant or warrant other security or the conversion of a security outstanding on the Effective Date; or (Z) any shares of Common Stock issued or options or other securities to purchase or acquire Common Stock granted pursuant to employee benefit plans of the Company existing as of the Effective Date.

Lock-Ups. With respect to any underwritten offering in which That the Company or First Reserve is selling securities pursuant to Section 2.2 or 2.3 will not, for a period of sixty (including, but not limited to, the Company's initial public offering and any Shelf Underwriting), beginning on (a60) the effective date of a registration statement filed by the Company pursuant to Section 2.2 or 2.3 (in the case of a registration statement other than a Shelf Registration) or (b) days from the date of the underwriting agreement executed in connection with a Shelf Underwriting Prospectus, (each an "Effective Date")the “Lock-Up Period”) without the prior written consent of the Underwriter, directly or indirectly offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of, any shares of Common Stock, other than as provided in the last sentence of this Section 2.4, each Stockholder and Optionholder, whether or not such Person is participating in such offering, and the Company each agree to not (i) effect any issuance, sale, transfer, assignment, pledge, conveyance (including, without limitation, taking any short position in), or repurchase of Common Stock (or any securities the Company’s sale of the Company exchangeable or convertible into Common Stock) for a period of 90 days after the Effective Date (the "Lock-up Period") or such longer time (not to exceed an additional 90 days) as requested by the underwriters for such offering and agreed to by First Reserve in its sole discretion; and Shares hereunder, (ii) the issuance of Common Stock or any equity awards (including the issuance of Common Stock upon exercise or settlement of such equity awards) pursuant to the Company’s employee benefit plans, stock option and employee stock purchase plans or other employee compensation plans as such plans are in existence on the date hereof and described in the Prospectus, (iii) the issuance of Common Stock pursuant to the vesting or exercises of options, restricted stock units, warrants or rights outstanding on the date hereof or the conversion of convertible securities outstanding on the date hereof, and (iv) the issuance of Common Stock in connection with strategic transactions involving the Company and other entities, including without limitation, acquisition, merger, joint venture, licensing, collaboration, manufacturing, development, marketing, co-promotion or distribution arrangements. In addition, the Company will cause each executive officer and director listed in Schedule C to furnish to the Underwriter, prior to the Time of Purchase, a letter, substantially in the form of Exhibit B hereto, pursuant to which each such person shall agree, among other things, not to directly or indirectly offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, not to engage in any swap or other agreement or arrangement that transfers, in whole or in part, directly or indirectly, the economic risk of ownership of Common Stock or any such securities without the prior written consent of the Underwriter during the Lock-Up Period, subject to the exceptions stated in such letter. The Company also agrees to that during such period, the Company will not file with the SEC any other registration statement, preliminary prospectus or prospectus, or any amendment or supplement thereto, under the Securities Act for any such transaction or amendment which registers, or offers for sale, Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, except for registration statements on Form S-8 relating to employee benefit plans. The Company hereby agrees that (i) if it issues an earnings release or material news, or if a previously filed shelf registration statementmaterial event relating to the Company occurs, from during the Effective Date until last seventeen days of the later of Lock-Up Period, or (ii) if prior to the expiration of the Lock-up Period Up Period, the Company announces that it will release earnings results during the sixteen-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by this paragraph (f) shall continue to apply until the expiration of the eighteen-day period beginning on the issuance of the earnings release or the completion occurrence of the period of distribution of any underwritten offering. Each Stockholder and Optionholder and the Company agree to enter into customary lock-up agreements with an underwriter consistent with the terms of this Section 2.4. The restrictions in this Section 2.4 shall not prevent the Company from filing with the SEC registration statements relating to any employee benefit plan, corporate reorganization, material news or issuance of debt that is not convertible into equity, and shall not apply to (X) the Registrable Securities to be sold under any underwritten offering contemplated by Section 2.2 or 2.3; (Y) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the Effective Date; or (Z) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to employee benefit plans of the Company existing as of the Effective Datematerial event.