Common use of Lockups Clause in Contracts

Lockups. In connection with any underwritten offering of Shares (whether or not participating in such offering), the Company and each Securityholder will agree (in the case of Securityholders, with respect to Registrable Securities respectively held by them), if requested by the managing underwriter or underwriters in such underwritten offering, to be bound by lockup restrictions (which must apply in like manner to all of the Securityholders) that are substantially similar to the lockup restrictions agreed to in connection with the IPO except that such restrictions shall be for a customary period specified by the managing underwriters or underwriters not to exceed (i) in the case of the first registered offering of Shares following the IPO, 90 days following the date of the underwriting agreement entered into in connection with such underwritten offering and (ii) thereafter, 60 days following the date of the underwriting 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 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) Shares, to enter into lockup agreements that contain restrictions that are no less restrictive than the restrictions contained in the lockup agreements executed by the Securityholders. 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 (whether or not participating in such offering)shares, the Company and each Securityholder Stockholder will agree (in the case of SecurityholdersStockholders, with respect to Registrable Securities shares respectively held by them), if requested by ) enter into the managing underwriter or underwriters in such underwritten offering, applicable underwriting agreement so as to be bound by such agreement’s lockup restrictions (which must apply in like manner to all of the Securityholdersthem) that are substantially similar 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 agreed 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 connection with the IPO except that any such restrictions shall underwriting agreement will be for a customary period specified by the managing underwriters or underwriters not to exceed (i) in 180 days following the case consummation of the first registered offering of Shares following the IPO, and (ii) 90 days following the date consummation of any subsequent registered public sale of shares by the underwriting agreement entered into in connection with such underwritten offering and (ii) thereafter, 60 days following the date of the underwriting agreement entered into in connection with such underwritten offeringCompany. 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 Common Stock participating in such offering 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) Sharesany 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 Securityholders. 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 applicableStockholders.

Lockups. In connection with any underwritten offering of Shares (whether or not participating in such offering)shares, the Company and each Securityholder Shareholder will agree (in the case of SecurityholdersShareholders, with respect to Registrable Securities shares respectively held by them), if requested by ) enter into the managing underwriter or underwriters in such underwritten offering, applicable underwriting agreement so as to be bound by such agreement’s lockup restrictions (which must apply in like manner to all of the Securityholdersthem) that are substantially similar 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 Shareholders holding a majority of the shares being sold in such offering by Shareholders, if a majority of the shares being sold in such offering are being sold by Shareholders, as applicable. Even in the absence of any Shareholder entering into any such underwriting agreement, such Shareholder agrees to be bound by the lockup restrictions agreed set forth therein applicable to other Shareholders. Pending the signing of the applicable underwriting agreement, from the point at which a 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 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 connection with the IPO except that any such restrictions shall underwriting agreement will be for a customary period specified by the managing underwriters or underwriters not to exceed (i) in the case of the first registered offering of Shares following the IPO, 90 days following the date consummation of any registered public sale of shares by the underwriting agreement entered into in connection with such underwritten offering and (ii) thereafter, 60 days following the date of the underwriting agreement entered into in connection with such underwritten offeringCompany. 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 Common Stock participating in such offering 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) Sharesany 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 Securityholders. 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 applicableShareholders.

Lockups. In connection with any underwritten offering of Shares (whether or not participating in such offering)Registrable Securities, the Company Registrant and each Securityholder Holder will agree (in the case of SecurityholdersHolders, with respect to Registrable Securities respectively held by them), if requested by the managing underwriter or underwriters in such underwritten offering, ) to be bound by the underwriting agreement’s lockup restrictions (which must apply in like manner to all of the Securityholdersthem) that are substantially similar to the lockup restrictions agreed to in connection with the IPO except that such restrictions shall be for by Holders holding a customary period specified majority of Registrable Securities being sold by all Holders. If required by the managing underwriters or underwriters not to exceed (i) Principal Stockholders, each Holder in the case of an underwritten public offering shall enter into lockup agreements with the first registered offering managing underwriter(s) of Shares following the IPO, 90 days following the date of the underwriting agreement entered into in connection with such underwritten public offering and (ii) thereafter, 60 days following in such form as agreed to by the date of the underwriting agreement entered into in connection with such underwritten offeringPrincipal Stockholders. The Company Registrant shall use its reasonable best efforts to 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 Common Stock participating in such offering 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 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 Securityholders. For the avoidance of doubtforegoing, this lockup obligation will fall away with respect (i) Holders shall not be subject 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 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 other restrictions on transfer of Registrable Securities set forth in Section 3.8 hereof or the LLC Agreement, as applicableits wholly owned subsidiaries were exchanged for Shares).

Lockups. In connection with any underwritten offering of Shares (whether or not participating in such offering)Shares, the Company IPO Entity and each Securityholder Holder will agree (in the case of SecurityholdersHolders, with respect to Registrable Securities respectively held by them), if requested by the managing underwriter or underwriters in such underwritten offering, ) to be bound by the underwriting agreement’s lockup restrictions (which must apply in like manner to all of the Securityholdersthem) that are substantially similar to the lockup restrictions agreed to in connection with (x) by the IPO except that Entity, if a majority of the Shares being sold in such restrictions shall be offering are being sold for its account, and (y) by Holders holding a customary period specified majority of Registrable Securities being sold by all Holders, if a majority of the Shares being sold in such offering are being sold by Holders. If required by the managing underwriters or underwriters not to exceed (i) Investors, each Holder in the case of an underwritten public offering shall enter into lock-up agreements with the first registered offering managing underwriter(s) of Shares following the IPO, 90 days following the date of the underwriting agreement entered into in connection with such underwritten public offering and (ii) thereafter, 60 days following in such form as agreed to by the date of the underwriting agreement entered into in connection with such underwritten offeringInvestors. The Company IPO Entity shall cause its executive officers, directors and managers (as applicable) and 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 Holders of Common Stock participating in such offering 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) Sharesand 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 Holders. Notwithstanding the Securityholders. For the avoidance of doubtforegoing, this lockup obligation will fall away with respect each Co-Investor shall not be subject 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 such lockup arrangements or other restrictions on transfer so long as such Co-Investor holds less than 1% of Registrable the then outstanding Capital Stock of the IPO Entity. Alight Inc. has requested confidential treatment of this registration statement and associated correspondence pursuant to Rule 83 of the Securities set forth in Section 3.8 hereof or the LLC Agreement, as applicableand Exchange Commission.

Lockups. In connection with any underwritten offering of Shares (whether or not participating in such offering)shares, the Company and each Securityholder Shareholder will agree (in the case of SecurityholdersShareholders, with respect to Registrable Securities shares respectively held by them), if requested by the managing underwriter or underwriters in such underwritten offering, ) to be bound by the underwriting agreement’s lockup restrictions (which must apply in like manner to all of the Securityholdersthem) that are substantially similar agreed to (a) by the Company, if a majority of the shares being sold in such offering are being sold for its account, and (b) by Shareholders holding a majority of shares being sold by all Shareholders, if a majority of the shares being sold in such offering are being sold by Shareholders. Pending execution and delivery of the relevant underwriting agreement, 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 provisions set forth in the underwriting agreement. The lockup restrictions agreed to in connection with the IPO except that any such restrictions shall underwriting agreement will be for a customary period specified by the managing underwriters or underwriters not to exceed (i) in the case of the first registered offering of Shares following the IPO, 90 days following the date pricing of any registered public sale of shares by the underwriting agreement entered into in connection with such underwritten offering and (ii) thereafter, 60 days following the date of the underwriting agreement entered into in connection with such underwritten offeringCompany. The Company shall use its commercially 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 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) Shares, to enter into lockup agreements that contain restrictions that are no less restrictive than the restrictions contained in the lockup agreements executed by the Securityholders. For Shareholders; provided, that (i) the avoidance 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 doubta lockup agreement during which the executive officers may trade in the shares prior to execution of a subsequent lockup agreement, this and (ii) the 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 agreements 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 applicableinclude exceptions for customary estate planning transactions.