Common use of Post-Closing Lock-Up Clause in Contracts

Post-Closing Lock-Up. (a) During the period beginning on the Closing Date and ending (1) 90 days following the Closing Date, no Stockholder may, directly or indirectly, Transfer in excess of 25% of the total number of Restricted Securities held by such Stockholder on the Closing Date, (2) 120 days following the Closing Date, no Stockholder may, directly or indirectly, Transfer (cumulatively, including amounts Transferred pursuant to clause (1) of this sentence) in excess of 50% of the total number of Restricted Securities held by such Stockholder on the Closing Date and (3) 150 days following the Closing Date, no Stockholder may, directly or indirectly, Transfer (cumulatively, including amounts Transferred pursuant to clauses (1) and (2) of this sentence) in excess of 75% of the total number of Restricted Securities held by such Stockholder on the Closing Date. Except as provided in this Section 4.7(a), during the 180-day period following the Closing Date, no Stockholder may, directly or indirectly, (i) offer, sell, contract to sell, lend, encumber, pledge, donate or otherwise dispose of or transfer any Issued Shares issued to such Stockholder pursuant to the Merger Agreement or the Investor Financing Agreement or any securities received as a distribution thereon or otherwise with respect thereto (collectively, “Restricted Securities”) or (ii) enter into any swap or any other agreement or transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Restricted Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by the delivery of shares of Company Common Stock or other securities, in cash or otherwise (any of the foregoing, a “Transfer”). Following the 180-day anniversary of the Closing Date, all or any portion of the Restricted Securities may be Transferred by a Stockholder without restriction under this Section 4.7(a). Anything to the contrary notwithstanding, (i) any Stockholder may sell or otherwise transfer any shares of Parent Common Stock to an Immediate Family Member, to a trust for the benefit of such family member or to such Stockholder’s heirs after the Closing; (ii) any Stockholder that is a partnership or limited liability company may transfer shares of Parent Common Stock to one or more partners, members or Affiliated Business Entities after the Closing; (iii) any Stockholder that is a trust may transfer shares of Parent Common Stock after the Closing to the beneficiary of the trust upon the trust’s maturity; and (iv) any Stockholder may transfer shares of Parent Common Stock to another Stockholder after the Closing, in each case subject to compliance with applicable Law; provided, that each transferee agrees in writing to be bound by all of the provisions of this Section 4.7(a).

Post-Closing Lock-Up. (a) During the period beginning on the Closing Date and ending on the date that is the earlier of (1i) 90 days following one year after the Closing Date, no Stockholder may, directly or indirectly, Transfer in excess of 25% of the total number of Restricted Securities held by such Stockholder on Date and (ii) subsequent to the Closing Date, (2x) if the last reported sale price of Parent Common Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-trading day period commencing at least 120 days after the Closing Date or (y) the date following the Closing DateDate on which the Parent completes a liquidation, no Stockholder maymerger, directly share exchange, reorganization or indirectly, Transfer (cumulatively, including amounts Transferred pursuant to clause (1) of this sentence) other similar transaction that results in excess of 50% all of the total number of Restricted Securities held by such Stockholder on Parent’s stockholders having the Closing Date and right to exchange their Parent Common Shares for cash, securities or other property (3) 150 days following the Closing Date, no Stockholder may, directly or indirectly, Transfer (cumulatively, including amounts Transferred pursuant to clauses (1) and (2) of this sentence) in excess of 75% of the total number of Restricted Securities held by such Stockholder on the Closing Date. Except as provided in this Section 4.7(a“Lock-up Period”), during the 180-day period following the Closing Date, no Stockholder may, directly or indirectly, (i) Sponsor shall not offer, sell, contract to sell, lend, encumberhypothecate, pledge, donate grant any option to purchase or otherwise dispose of, directly or indirectly, any of the Sponsor Shares, establish or transfer any Issued Shares issued to such Stockholder pursuant to the Merger Agreement increase a put equivalent position or the Investor Financing Agreement or any securities received as a distribution thereon or otherwise liquidate with respect thereto (collectivelyto or decrease a call equivalent position with respect to, “Restricted Securities”) any of the Sponsor Shares, enter into a transaction that would have the same effect, or (ii) enter into any swap swap, hedge or any other agreement or transaction arrangement that transfers, in whole or in part, directly or indirectly, any of the economic consequence consequences of ownership of the Restricted SecuritiesSponsor Shares, whether any such swap or transaction described in clause (i) or (ii) above is of these transactions are to be settled by the delivery of shares of Company Common Stock or other securitiesany such Sponsor Shares, in cash or otherwise otherwise, publicly disclose the intention to make any transaction specified above, or engage in any Short Sales (any as defined below) with respect to the Sponsor Shares. For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Securities Exchange Act of 1934, as amended (the foregoing, a “TransferExchange Act”). Following the 180, and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-day anniversary of the Closing Date, all U.S. broker dealers or any portion of the Restricted Securities may be Transferred by a Stockholder without restriction under this Section 4.7(a). Anything to the contrary notwithstanding, (i) any Stockholder may sell or otherwise transfer any shares of Parent Common Stock to an Immediate Family Member, to a trust for the benefit of such family member or to such Stockholder’s heirs after the Closing; (ii) any Stockholder that is a partnership or limited liability company may transfer shares of Parent Common Stock to one or more partners, members or Affiliated Business Entities after the Closing; (iii) any Stockholder that is a trust may transfer shares of Parent Common Stock after the Closing to the beneficiary of the trust upon the trust’s maturity; and (iv) any Stockholder may transfer shares of Parent Common Stock to another Stockholder after the Closing, in each case subject to compliance with applicable Law; provided, that each transferee agrees in writing to be bound by all of the provisions of this Section 4.7(a)foreign regulated brokers.

Post-Closing Lock-Up. (a) During the period beginning on the Closing Date and ending (1) 90 days following the Closing Date, no Each Stockholder may, agrees not to directly or indirectly, Transfer in excess of 25% of the total number of Restricted Securities held by such Stockholder on the Closing Date, (2) 120 days following the Closing Date, no Stockholder may, directly or indirectly, Transfer (cumulatively, including amounts Transferred pursuant to clause (1) of this sentence) in excess of 50% of the total number of Restricted Securities held by such Stockholder on the Closing Date and (3) 150 days following the Closing Date, no Stockholder may, directly or indirectly, Transfer (cumulatively, including amounts Transferred pursuant to clauses (1) and (2) of this sentence) in excess of 75% of the total number of Restricted Securities held by such Stockholder on the Closing Date. Except as provided in this Section 4.7(a), during the 180-day period following the Closing Date, no Stockholder may, directly or indirectly, (i) indirectly offer, sell, contract to sellsell or grant any option, lend, encumber, pledge, donate right or warrant for the sale of or otherwise dispose of or transfer any Issued Shares issued Registrable Securities held by it for a period (the “Lock-Up Period”), not to exceed (i) with respect to fifty percent (50%) of the Registrable Securities held by such Stockholder Stockholder, ninety (90) days following the Closing Date (as defined in the Merger Agreement), and (ii) with respect to the remaining fifty percent (50%) of the Registrable Securities held by such Stockholder, one hundred eighty (180) days following the Closing Date (as defined in the Merger Agreement); provided that nothing in this Section 11 shall limit any Stockholder’s ability to exercise registration rights pursuant to Section 2 or Section 3. The applicable restrictions on sales of Registrable Securities pursuant to the Merger Agreement or the Investor Financing Agreement or preceding sentence shall continue to applicable during a Lock-Up Period, notwithstanding any securities received as a distribution thereon or otherwise with respect thereto (collectively, “Restricted Securities”) or (ii) enter into any swap or any other agreement or transaction that transfers, in whole or in part, directly or indirectly, the economic consequence exercise of ownership of the Restricted Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by the delivery of shares of Company Common Stock or other securities, in cash or otherwise (any of the foregoing, a “Transfer”). Following the 180-day anniversary of the Closing Date, all or any portion of the Restricted Securities may be Transferred registration rights by a Stockholder without restriction during such Lock-Up Period and notwithstanding any registration statement becoming effective during such Lock-Up Period. Each Stockholder agrees that the Company may impose stop-transfer instructions with respect to such Stockholder’s Registrable Securities until the end of the periods specified in this Section 11, and hereby consents to comply with the terms of such stop-transfer instructions. The foregoing restrictions shall not apply to (1) bona fide gifts by such Stockholder, (2) the surrender or forfeiture of Registrable Securities to the Company to satisfy tax withholding obligations upon exercise or vesting of stock options or equity awards, (3) transfers of Registrable Securities which are otherwise permitted under this Section 4.7(a). Anything to the contrary notwithstanding, (i) any Stockholder may sell or otherwise transfer any shares of Parent Common Stock Agreement to an Immediate Family Member, to immediate family member or a trust for the benefit of such Stockholder or an immediate family member or to such Stockholder’s heirs after the Closing; (ii) any Stockholder that is a partnership or corporation, partnership, limited liability company may transfer shares or other entity all of Parent Common Stock the beneficial ownership interests of which are held exclusively by such Stockholder and/or one or more immediate family members of such Stockholder in a transaction not involving a disposition for value, (4) transfers of Registrable Securities to an immediate family member upon death by will or intestate succession, (5) securities transferred in compliance with this Agreement to one or more Affiliates of such Stockholder and distributions of securities to partners, members or Affiliated Business Entities after the Closing; stockholders of such Stockholder, (iii6) any Stockholder that is a trust may transfer shares of Parent Common Stock transactions relating to securities acquired in open market transactions after the Closing Date, and (7) the entry into any trading plan established pursuant to Rule 10b5-1 under the Exchange Act, provided that such plan does not provide for any sales or other dispositions of Registrable Securities during the applicable lock-up period and no public announcement or filing under the Exchange Act is made by or on behalf of such Stockholder or the Company regarding the establishment of such plan; provided that in the case of a transfer or distribution pursuant to the beneficiary preceding clauses (1), (3), (4) or (5), each resulting transferee or recipient, as the case may be, of the trust upon Registrable Securities executes and delivers to the trust’s maturity; and (iv) any Stockholder may transfer shares of Parent Common Stock Company an agreement satisfactory to another Stockholder after the Closing, in each case subject to compliance with applicable Law; provided, Company certifying that each such transferee agrees in writing to be is bound by all of the provisions terms of this Section 4.7(a)Agreement.