Common use of Lockups Clause in Contracts

Lockups. In connection with any underwritten offering of shares, the Company and each Stockholder will (in the case of Stockholders, with respect to shares respectively held by them) enter into the applicable underwriting agreement so as to be bound by such agreement’s lockup restrictions (which must apply in like manner to all of them) that are agreed to (a) by the Company, if a majority of the shares being sold in such offering are being sold for its account, or (b) by Stockholders holding a majority of the shares being sold in such offering by Stockholders, if a majority of the shares being sold in such offering are being sold by Stockholders, as applicable. Even in the absence of any Stockholder entering into any such underwriting agreement, such Stockholder agrees to be bound by the lockup restrictions set forth therein applicable to other Stockholders. Pending the signing of the applicable underwriting agreement, from the point at which a Stockholder receives notice or otherwise becomes aware that the Company intends to pursue an underwritten registered public offering of shares with respect to which a piggyback opportunity will apply pursuant to this Agreement and until the applicable underwriting agreement is entered into or such offering is abandoned, each Stockholder agrees to be bound by the same restrictions on transfer as were applicable under the underwriting agreement applicable to the Company’s IPO. The lockup restrictions in any such underwriting agreement will be for a customary period specified by the managing underwriters or underwriters not to exceed (i) 180 days following the consummation of the IPO, and (ii) 90 days following the consummation of any subsequent registered public sale of shares by the Company. The Company shall cause its executive officers and directors (and managers, if applicable) and shall use commercially reasonable efforts to cause other holders of shares who beneficially own (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the date of this Agreement) any of the shares participating in such offering, to enter into lockup agreements that contain restrictions that are no less restrictive than the restrictions contained in the lockup agreements executed by the Stockholders.

Lockups. In connection with any underwritten offering of sharesShares (whether or not participating in such offering), the Company and each Stockholder Securityholder will agree (in the case of StockholdersSecurityholders, with respect to shares Registrable Securities respectively held by them) enter into ), if requested by the applicable underwriting agreement so as managing underwriter or underwriters in such underwritten offering, to be bound by such agreement’s lockup restrictions (which must apply in like manner to all of themthe Securityholders) that are agreed substantially similar to (a) by the Company, if a majority of the shares being sold in such offering are being sold for its account, or (b) by Stockholders holding a majority of the shares being sold in such offering by Stockholders, if a majority of the shares being sold in such offering are being sold by Stockholders, as applicable. Even in the absence of any Stockholder entering into any such underwriting agreement, such Stockholder agrees to be bound by the lockup restrictions set forth therein applicable agreed to other Stockholders. Pending in connection with the signing of the applicable underwriting agreement, from the point at which a Stockholder receives notice or otherwise becomes aware IPO except that the Company intends to pursue an underwritten registered public offering of shares with respect to which a piggyback opportunity will apply pursuant to this Agreement and until the applicable underwriting agreement is entered into or such offering is abandoned, each Stockholder agrees to be bound by the same restrictions on transfer as were applicable under the underwriting agreement applicable to the Company’s IPO. The lockup restrictions in any such underwriting agreement will shall be for a customary period specified by the managing underwriters or underwriters not to exceed (i) 180 in the case of the first registered offering of Shares following the IPO, 90 days following the consummation date of the IPO, underwriting agreement entered into in connection with such underwritten offering and (ii) 90 thereafter, 60 days following the consummation date of any subsequent registered public sale of shares by the Companyunderwriting agreement entered into in connection with such underwritten offering. The Company shall use its reasonable best efforts to cause its executive officers and directors (and managers, if applicable) and shall use commercially reasonable efforts to cause other holders of shares Common Stock participating in such offering who beneficially own (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the date of this Agreement) any of the shares participating in such offeringShares, to enter into lockup agreements that contain restrictions that are no less restrictive than the restrictions contained in the lockup agreements executed by the StockholdersSecurityholders. For the avoidance of doubt, this lockup obligation will fall away with respect to each Bank Holder once the Bank Holder’s rights and obligations under this Agreement terminate in accordance with Section 7.5 hereof. In addition, the Securityholders shall be bound by their obligations with respect to any lockup arrangements or other restrictions on transfer of Registrable Securities set forth in Section 3.8 hereof or the LLC Agreement, as applicable.

Lockups. In connection with any underwritten offering of shares, the Company and each Stockholder Shareholder will (in the case of StockholdersShareholders, with respect to shares respectively held by them) enter into the applicable underwriting agreement so as to be bound by such agreement’s lockup restrictions (which must apply in like manner to all of them) that are agreed to (a) by the Company, if a majority of the shares being sold in such offering are being sold for its account, or (b) by Stockholders Shareholders holding a majority of the shares being sold in such offering by StockholdersShareholders, if a majority of the shares being sold in such offering are being sold by StockholdersShareholders, as applicable. Even in the absence of any Stockholder Shareholder entering into any such underwriting agreement, such Stockholder Shareholder agrees to be bound by the lockup restrictions set forth therein applicable to other StockholdersShareholders. Pending the signing of the applicable underwriting agreement, from the point at which a Stockholder Shareholder receives notice or otherwise becomes aware that the Company intends to pursue an underwritten registered public offering of shares with respect to which a piggyback opportunity will apply pursuant to this Agreement and until the applicable underwriting agreement is entered into or such offering is abandoned, each Stockholder Shareholder agrees to be bound by the same restrictions on transfer as were applicable under the underwriting agreement applicable to the Company’s IPO. The lockup restrictions in any such underwriting agreement will be for a customary period specified by the managing underwriters or underwriters not to exceed (i) 180 days following the consummation of the IPO, and (ii) 90 days following the consummation of any subsequent registered public sale of shares by the Company. The Company shall cause its executive officers and directors (and managers, if applicable) and shall use commercially reasonable efforts to cause other holders of shares who beneficially own (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the date of this Agreement) any of the shares participating in such offering, to enter into lockup agreements that contain restrictions that are no less restrictive than the restrictions contained in the lockup agreements executed by the StockholdersShareholders.

Lockups. In connection with any underwritten offering of sharesRegistrable Securities, the Company Registrant and each Stockholder Holder will agree (in the case of StockholdersHolders, with respect to shares Registrable Securities respectively held by them) enter into the applicable underwriting agreement so as to be bound by such the underwriting agreement’s lockup restrictions (which must apply in like manner to all of them) that are agreed to (a) by the Company, if a majority of the shares being sold in such offering are being sold for its account, or (b) by Stockholders Holders holding a majority of the shares being sold in such offering by Stockholders, if a majority of the shares being sold in such offering are Registrable Securities being sold by all Holders. If required by the Principal Stockholders, as applicable. Even each Holder in the absence case of any Stockholder entering an underwritten public offering shall enter into any lockup agreements with the managing underwriter(s) of such underwriting agreement, underwritten public offering in such Stockholder agrees form as agreed to be bound by the lockup restrictions set forth therein applicable to other Principal Stockholders. Pending the signing of the applicable underwriting agreement, from the point at which a Stockholder receives notice or otherwise becomes aware that the Company intends to pursue an underwritten registered public offering of shares with respect to which a piggyback opportunity will apply pursuant to this Agreement and until the applicable underwriting agreement is entered into or such offering is abandoned, each Stockholder agrees to be bound by the same restrictions on transfer as were applicable under the underwriting agreement applicable to the Company’s IPO. The lockup restrictions in any such underwriting agreement will be for a customary period specified by the managing underwriters or underwriters not to exceed (i) 180 days following the consummation of the IPO, and (ii) 90 days following the consummation of any subsequent registered public sale of shares by the Company. The Company Registrant shall cause its executive officers officers, directors and directors managers (and managers, if as applicable) and shall use commercially reasonable best efforts to cause other holders of shares Shares who beneficially own (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the date of this Agreement) 5% or more of the then outstanding Common Stock of the Registrant (on a fully exchanged basis assuming all outstanding LLC Units other than those held by the Registrant or its wholly owned subsidiaries were exchanged for Shares) and holders of any of the shares Shares participating in such offering, to enter into lockup agreements that contain restrictions that are no less restrictive than the restrictions contained in the lockup agreements executed by Holders. Notwithstanding the Stockholdersforegoing, (i) Holders shall not be subject to such lockup arrangements unless such Holders had the right to participate in the offering and (ii) the Blackstone Entities and the BL Entities shall not be subject to such lockup arrangements so long as they respectively hold less than 5% of the then outstanding Common Stock of the Registrant (on a fully exchanged basis assuming all outstanding LLC Units other than those held by the Registrant or its wholly owned subsidiaries were exchanged for Shares).

Lockups. In connection with any underwritten offering of shares, the Company and each Stockholder Shareholder will agree (in the case of StockholdersShareholders, with respect to shares respectively held by them) enter into the applicable underwriting agreement so as to be bound by such the underwriting agreement’s lockup restrictions (which must apply in like manner to all of them) that are agreed to (a) by the Company, if a majority of the shares being sold in such offering are being sold for its account, or and (b) by Stockholders Shareholders holding a majority of the shares being sold in such offering by Stockholdersall Shareholders, if a majority of the shares being sold in such offering are being sold by Stockholders, as applicableShareholders. Even in Pending execution and delivery of the absence of any Stockholder entering into any such relevant underwriting agreement, such Stockholder agrees upon being notified of a proposed or requested underwritten offering with respect to which the piggyback rights described in this Agreement will apply, the Shareholders will immediately be bound by the lockup restrictions provisions set forth therein applicable to other Stockholders. Pending in the signing of the applicable underwriting agreement, from the point at which a Stockholder receives notice or otherwise becomes aware that the Company intends to pursue an underwritten registered public offering of shares with respect to which a piggyback opportunity will apply pursuant to this Agreement and until the applicable underwriting agreement is entered into or such offering is abandoned, each Stockholder agrees to be bound by the same restrictions on transfer as were applicable under the underwriting agreement applicable to the Company’s IPO. The lockup restrictions in any such underwriting agreement will be for a customary period specified by the managing underwriters or underwriters not to exceed (i) 180 days following the consummation of the IPO, and (ii) 90 days following the consummation pricing of any subsequent registered public sale of shares by the Company. The Company shall use commercially reasonable efforts to cause its executive officers and directors (and managers, if applicable) and shall use commercially reasonable efforts to cause other holders of shares who beneficially own (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the date of this Agreement) any of the shares participating in such offering, to enter into lockup agreements that contain restrictions that are no less restrictive than the restrictions contained in the lockup agreements executed by the StockholdersShareholders; provided, that (i) the executive officers and directors will not be required or expected to execute lockup agreements covering more than 90 consecutive days in any 180 day period and there must be at least 30 “clear days” following the expiration of a lockup agreement during which the executive officers may trade in the shares prior to execution of a subsequent lockup agreement, and (ii) the lockup agreements shall include exceptions for customary estate planning transactions.