Common use of Lockup Clause in Contracts

Lockup. In connection with any underwritten public offering of securities of the Company, each Holder (other than Xx. Xxxxxx and Messrs. Xxxxxxxxxx and Xxxxxx and each of their Permitted Transferees, unless participating in such underwritten public offering) agrees (a “Lock-Up Agreement”) not to effect any sale or distribution, including any sale pursuant to Rule 144, of any Registrable Securities, and not to effect any sale or distribution of other securities of the Company or of any securities convertible into or exchangeable or exercisable for any other securities of the Company (in each case, other than as part of such underwritten public offering), in each case, during the seven (7) calendar days prior to, and during such period as the managing underwriter may require (not to exceed ninety (90) calendar days) (or such other period as may be requested by the Company or the managing underwriter to comply with regulatory restrictions on (a) the publication or other distribution of research reports and (b) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4), or any successor provisions or amendments thereto) beginning on, the closing date of the sale of such securities pursuant to such an effective registration statement, except as part of such registration; provided that all executive officers and directors of the Company (other than, to the extent applicable, Xx. Xxxxxx and Messrs. Xxxxxxxxxx and Xxxxxx) are bound by and have entered into substantially similar Lock-Up Agreements; and provided further that the foregoing provisions shall only be applicable to such Holders if all such Holders, officers and directors are treated similarly with respect to any release prior to the termination of the lock-up period such that if any such persons are released, then all Holders shall also be released to the same extent on a pro rata basis.

Lockup. In Holder and each of Holder’s transferees agrees, in connection with any underwritten public offering of securities the first registration of the Company’s securities under the 1933 Act, each Holder (other than Xx. Xxxxxx and Messrs. Xxxxxxxxxx and Xxxxxx and each upon the Company’s request or the request of their Permitted Transfereesthe underwriters managing any underwritten offering of the Company’s securities, unless participating in such underwritten public offering) agrees (a “Lock-Up Agreement”) not to effect (a) lend, offer, pledge, sell, contract to sell, sell any sale option or distributioncontract to purchase, including purchase any sale pursuant option or contract to Rule 144sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any shares of any Registrable Securities, and not to effect any sale Common Stock or distribution of other securities of the Company or of any securities convertible into or exercisable or exchangeable for Common Stock (whether such shares or exercisable for any such securities are then owned by Us or are thereafter acquired) or (b) enter into any swap or other securities arrangement that transfers to another, in whole or in part, any of the Company economic consequences of ownership of the Common Stock, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Common Stock or such other securities, in each casecash or otherwise, other than as part without the Company’s prior written consent or the prior written consent of such underwritten public offering)underwriters, in each caseas the case may be, during the seven (7) calendar days prior to, and during for such period as the managing underwriter may require of time (not to exceed ninety (90) calendar days) (180 days or such other period as may be requested by the Company or the managing underwriter underwriters to comply with accommodate regulatory restrictions on (ai) the publication or other distribution of research reports and (bii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto) beginning on, from the closing effective date of such registration as the sale of such securities pursuant to such an effective registration statementCompany or the underwriters may specify; provided, except as part of such registration; provided however, that all executive (x) the Company’s officers and directors and (y) the Company’s stockholders holding three percent (3%) or more of the Company Company’s total outstanding Common Stock (other thantreating all the Company’s convertible, exercisable and exchangeable securities on an as-if converted to the extent applicable, Xx. Xxxxxx and Messrs. Xxxxxxxxxx and XxxxxxCommon Stock basis) are bound by and have entered into substantially similar agreements that are no less restrictive. The underwriters in connection with the Company’s initial public offering are intended third party beneficiaries of this Lock-Up Agreements; Agreement and provided further shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Holder agrees that the foregoing Company may instruct the Company’s transfer agent to place stop-transfer notations in its records to enforce the provisions shall only be applicable to of this Lock-Up Agreement until the end of such Holders if all such Holders, officers and directors are treated similarly with respect to any release prior to the termination of the lock-up period such that if any such persons are released, then all Holders shall also be released to the same extent on a pro rata basisperiod.

Lockup. In connection with any underwritten public offering of securities of the Company, each Holder (other than the Grenadier Holders, Xx. Xxxxxx and Messrs. Xxxxxxxxxx and Xxxxxx and each of their Permitted Transferees, unless participating in such underwritten public offering) agrees (a “Lock-Up Agreement”) not to effect any sale or distribution, including any sale pursuant to Rule 144, of any Registrable Securities, and not to effect any sale or distribution of other securities of the Company or of any securities convertible into or exchangeable or exercisable for any other securities of the Company (in each case, other than as part of such underwritten public offering), in each case, during the seven (7) calendar days prior to, and during such period as the managing underwriter may require (not to exceed ninety (90) calendar days) (or such other period as may be requested by the Company or the managing underwriter to comply with regulatory restrictions on (a) the publication or other distribution of research reports and (b) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4), or any successor provisions or amendments thereto)) beginning on, the closing date of the sale of such securities pursuant to such an effective registration statement, except as part of such registration; provided that all executive officers and directors of the Company (other than, to the extent applicable, Xx. Xxxxxx and Messrs. Xxxxxxxxxx and Xxxxxx) are bound by and have entered into substantially similar Lock-Up Agreements; and provided further that the foregoing provisions shall only be applicable to such Holders if all such Holders, officers and directors are treated similarly with respect to any release prior to the termination of the lock-up period such that if any such persons are released, then all Holders shall also be released to the same extent on a pro rata basis.

Lockup. In connection with any underwritten public offering of securities of the Company, each Holder (other than Xx. Xxxxxx and Messrs. Xxxxxxxxxx and Xxxxxx (except to the extent they are current directors of the Company) and each of their Permitted Transferees, unless participating in such underwritten public offering) agrees (a “Lock-Up Agreement”) not to effect any sale or distribution, including any sale pursuant to Rule 144, of any Registrable Securities, and not to effect any sale or distribution of other securities of the Company or of any securities convertible into or exchangeable or exercisable for any other securities of the Company (in each case, other than as part of such underwritten public offering), in each case, during the seven (7) calendar days prior to, and during such period as the managing underwriter may require (not to exceed ninety (90) calendar days) (or such other period as may be requested by the Company or the managing underwriter to comply with regulatory restrictions on (a) the publication or other distribution of research reports and (b) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4), or any successor provisions or amendments thereto) beginning on, the closing date of the sale of such securities pursuant to such an effective registration statement, except as part of such registration; provided that all executive officers and directors of the Company (other than, to the extent applicable, Xx. Xxxxxx and Messrs. Xxxxxxxxxx and Xxxxxx) are bound by and have entered into substantially similar Lock-Up Agreements; and provided further that the foregoing provisions shall only be applicable to such Holders if all such Holders, officers and directors are treated similarly with respect to any release prior to the termination of the lock-up period such that if any such persons are released, then all Holders shall also be released to the same extent on a pro rata basis.

Lockup. In Subject to Section 11.16, in connection with any underwritten public offering of securities of the Company, each Holder (other than Xx. Xxxxxx and Messrs. Xxxxxxxxxx and Xxxxxx and each of their Permitted Transferees, unless participating in such underwritten public offeringthe Initial Holders) agrees (a “Lock-Up Agreement”) not to effect any sale or distribution, including any sale pursuant to Rule 144, of any Registrable SecuritiesShares, and not to effect any sale or distribution of other securities of the Company or of any securities convertible into or exchangeable or exercisable for any other securities of the Company (in each case, other than as part of such underwritten public offering), in each case, during the seven (7) calendar days prior to, and during such period as the managing underwriter may require (not to exceed ninety (90) calendar days) (or such other period as may be requested by the Company or the managing underwriter to comply with regulatory restrictions on (ai) the publication or other distribution of research reports and (bii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4), or any successor provisions or amendments thereto)) beginning on, the closing date of the sale of such securities pursuant to such an effective registration statement, except as part of such registration; provided that all executive officers and directors of the Company (other than, to the extent applicable, Xx. Xxxxxx and Messrs. Xxxxxxxxxx and Xxxxxx) are bound by and have entered into substantially similar Lock-Up Agreements; and provided further that the foregoing provisions shall only be applicable to such Holders if all such Holders, officers and directors are treated similarly with respect to any release prior to the termination of the lock-up period such that if any such persons are released, then all Holders shall also be released to the same extent on a pro rata basis. In the event that all or any portion of the provisions of this Section 6.5 are waived with respect to any of Pace Sponsor, Pace Governance, Xxxxxxxx Capital or the Accel Founders, such provisions of this Section 6.5 shall also be waived with respect to all such Holders.

Lockup. In connection with any underwritten public offering of securities of the CompanyPubco, each Holder (other than Xx. Xxxxxx and Messrs. Xxxxxxxxxx and Xxxxxx and each of their Permitted Transferees, unless participating in such underwritten public offering) agrees (a “Lock-Up Agreement”) not to effect any sale or distribution, including any sale pursuant to Rule 144, of any Registrable SecuritiesShares, and not to effect any sale or distribution of other securities of the Company Pubco or of any securities convertible into or exchangeable or exercisable for any other securities of the Company Pubco (in each case, other than as part of such underwritten public offering), in each case, during the seven (7) calendar days prior to, and during such period as the managing underwriter may require (not to exceed ninety (90) calendar days) (or such other period as may be requested by the Company Pubco or the managing underwriter to comply with regulatory restrictions on (ai) the publication or other distribution of research reports and (bii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4), or any successor provisions or amendments thereto)) beginning on, the closing date of the sale of such securities pursuant to such an effective registration statement, except as part of such registration; provided that all executive officers and directors of the Company (other than, to the extent applicable, Xx. Xxxxxx and Messrs. Xxxxxxxxxx and Xxxxxx) Pubco are bound by and have entered into substantially similar Lock-Up Agreements; and provided further that the foregoing provisions shall only be applicable to such Holders if all such Holders, officers and directors are treated similarly with respect to any release prior to the termination of the lock-up period such that if any such persons Holders, officers and directors are released, then all Holders shall also be released to the same extent on a pro rata basis. In the event that all or any portion of the provisions of this Section 6.5 is waived with respect to the Sponsor, such provisions of this Section 6.5 shall also be waived with respect to all such Holders.

Lockup. In connection with any underwritten public offering of securities of the CompanyPubCo, each Holder (other than Xx. Xxxxxx and Messrs. Xxxxxxxxxx and Xxxxxx and each of their Permitted Transferees, unless participating in such underwritten public offering) agrees (a “Lock-Up Agreement”) not to effect any sale or distribution, including any sale pursuant to Rule 144, of any Registrable SecuritiesShares, and not to effect any sale or distribution of other securities of the Company PubCo or of any securities convertible into or exchangeable or exercisable for any other securities of the Company PubCo (in each case, other than as part of such underwritten public offering), in each case, during the seven (7) calendar days prior to, and during such period as the managing underwriter may require (not to exceed ninety (90) 90 calendar days) (or such other period as may be requested by the Company or the managing underwriter to comply with regulatory restrictions on (ai) the publication or other distribution of research reports and (bii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4), or any successor provisions or amendments thereto)) beginning on, the closing date of the sale of such securities pursuant to such an effective registration statement, except as part of such registration; provided that all executive officers and directors of the Company (other than, to the extent applicable, Xx. Xxxxxx and Messrs. Xxxxxxxxxx and Xxxxxx) PubCo are bound by and have entered into substantially similar Lock-Up Agreements; and provided further that the foregoing provisions shall only be applicable to such Holders if all such Holders, officers and directors are treated similarly with respect to any release prior to the termination of the lock-up period such that if any such persons Holders, officers and directors are released, then all Holders shall also be released to the same extent on a pro rata basis. In the event that all or any portion of the provisions of this Section 6.5 is waived with respect to the Sponsor, such provisions of this Section 6.5 shall also be waived with respect to all such Holders. Each Holder agrees to execute a customary Lock-Up Agreement in favor of the underwriters to such effect (in such case on substantially the same terms as all such Holders).

Lockup. In connection with any underwritten public offering of securities of the CompanyPubCo, each Holder (other than Xx. Xxxxxx and Messrs. Xxxxxxxxxx and Xxxxxx and each of their Permitted Transferees, unless participating in such underwritten public offering) agrees (a “Lock-Up Agreement”) not to effect any sale or distribution, including any sale pursuant to Rule 144, of any Registrable SecuritiesShares, and not to effect any sale or distribution of other securities of the Company PubCo or of any securities convertible into or exchangeable or exercisable for any other securities of the Company PubCo (in each case, other than as part of such underwritten public offering), in each case, during the seven (7) calendar days prior to, and during such period as the managing underwriter may require (not to exceed ninety (90) 90 calendar days) (or such other period as may be requested by the Company or the managing underwriter to comply with regulatory restrictions on (ai) the publication or other distribution of research reports and (bii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4), or any successor provisions or amendments thereto)) beginning on, the closing date of the sale of such securities pursuant to such an effective registration statement, except as part of such registration; provided that all executive officers and directors of the Company (other than, to the extent applicable, Xx. Xxxxxx and Messrs. Xxxxxxxxxx and Xxxxxx) PubCo are bound by and have entered into substantially similar Lock-Up Agreements; and provided further that the foregoing provisions shall only be applicable to such Holders if all such Holders, officers and directors are treated similarly with respect to any release prior to the termination of the lock-up period such that if any such persons Holders, officers and directors are released, then all Holders shall also be released to the same extent on a pro rata basis. In the event that all or any portion of the provisions of this Section ‎6.5 is waived with respect to the Sponsor, such provisions of this Section ‎6.5 shall also be waived with respect to all such Holders. Each Holder agrees to execute a customary Lock-Up Agreement in favor of the underwriters to such effect (in such case on substantially the same terms as all such Holders).

Lockup. In connection with any underwritten public offering of securities of the CompanyPubco, each Holder (other than Xx. Xxxxxx and Messrs. Xxxxxxxxxx and Xxxxxx and each of their Permitted Transferees, unless participating in such underwritten public offering) agrees (a “Lock-Up Agreement”) not to effect any sale or distribution, including any sale pursuant to Rule 144, of any Registrable SecuritiesShares, and not to effect any sale or distribution of other securities of the Company Pubco or of any securities convertible into or exchangeable or exercisable for any other securities of the Company Pubco (in each case, other than as part of such underwritten public offering), in each case, during the seven (7) calendar days prior to, and during such period as the managing underwriter may require (not to exceed ninety (90) calendar days) (or such other period as may be requested by the Company Pubco or the managing underwriter to comply with regulatory restrictions on (ai) the publication or other distribution of research reports and (bii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4), or any successor provisions or amendments thereto)) beginning on, the closing date of the sale of such securities pursuant to such an effective registration statement, except as part of such registration; provided that all executive officers and directors of the Company (other than, to the extent applicable, Xx. Xxxxxx and Messrs. Xxxxxxxxxx and Xxxxxx) Pubco are bound by and have entered into substantially similar Lock-Up Agreements; and provided further that the foregoing provisions shall only be applicable to such Holders if all such Holders, officers and directors are treated similarly with respect to any release prior to the termination of the lock-up period such that if any such persons Holders, officers and directors are released, then all Holders shall also be released to the same extent on a pro rata basis. In the event that all or any portion of the provisions of this Section ‎6.5 is waived with respect to the Sponsor, such provisions of this Section ‎6.5 shall also be waived with respect to all such Holders.

Lockup. In Subject to Section 11.16, in connection with any underwritten public offering of securities of the Company, each Holder (other than Xx. Xxxxxx and Messrs. Xxxxxxxxxx and Xxxxxx and each of their Permitted Transferees, unless participating in such underwritten public offeringthe Initial Holders) agrees (a “Lock-Up Agreement”) not to effect any sale or distribution, including any sale pursuant to Rule 144, of any Registrable SecuritiesShares, and not to effect any sale or distribution of other securities of the Company or of any securities convertible into or exchangeable or exercisable for any other securities of the Company (in each case, other than as part of such underwritten public offering), in each case, during the seven (7) calendar days prior to, and during such period as the managing underwriter may require (not to exceed ninety (90) calendar days) (or such other period as may be requested by the Company or the managing underwriter to comply with regulatory restrictions on (ai) the publication or other distribution of research reports and (bii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4), or any successor provisions or amendments thereto)) beginning on, the closing date of the sale of such securities pursuant to such an effective registration statement, except as part of such registration; provided that all executive officers and directors of the Company (other than, to the extent applicable, Xx. Xxxxxx and Messrs. Xxxxxxxxxx and Xxxxxx) are bound by and have entered into substantially similar Lock-Up Agreements; and provided further that the foregoing provisions shall only be applicable to such Holders if all such Holders, officers and directors are treated similarly with respect to any release prior to the termination of the lock-up period such that if any such persons are released, then all Holders shall also be released to the same extent on a pro rata basis. In the event that all or any portion of the provisions of this Section 6.5 are waived with respect to any of Pace Sponsor, Pace Governance, KP or the Accel Founders, such provisions of this Section 6.5 shall also be waived with respect to all Holders.

Lockup. In connection with any underwritten public offering of securities of the Company, each Holder (other than Xx. Xxxxxx and Messrs. Xxxxxxxxxx Djerejian, Leat and Xxxxxx Xxxxx and each of their Permitted Transferees, unless participating in such underwritten public offering) agrees (a “Lock-Up Agreement”) not to effect any sale or distribution, including any sale pursuant to Rule 144, of any Registrable SecuritiesShares, and not to effect any sale or distribution of other securities of the Company or of any securities convertible into or exchangeable or exercisable for any other securities of the Company (in each case, other than as part of such underwritten public offering), in each case, during the seven (7) calendar days prior to, and during such period as the managing underwriter may require (not to exceed ninety (90) calendar days) (or such other period as may be requested by the Company or the managing underwriter to comply with regulatory restrictions on (ai) the publication or other distribution of research reports and (bii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4), or any successor provisions or amendments thereto)) beginning on, the closing date of the sale of such securities pursuant to such an effective registration statement, except as part of such registration; provided that all executive officers and directors of the Company (other than, to the extent applicable, Xx. Xxxxxx and Messrs. Xxxxxxxxxx and Xxxxxx) are bound by and have entered into substantially similar Lock-Up Agreements; and provided further that the foregoing provisions shall only be applicable to such Holders if all such Holders, officers and directors are treated similarly with respect to any release prior to the termination of the lock-up period such that if any such persons are released, then all Holders shall also be released to the same extent on a pro rata basis. In the event that all or any portion of the provisions of this Section 6.5 is waived with respect to EnerVest or TPG, such provisions of this Section 6.5 shall also be waived with respect to all such Holders.