Post-Conversion Agreements. In connection with any such conversion to corporate form, each holder of Preferred Units and each Founder (a “Restricted Party”) that is not party to the Registration Rights Agreement will enter into an agreement with the Company’s successor, agreeing that upon the request of the managing underwriter in such Public Offering or any subsequent public offering, such Restricted Party will not sell, grant any option for the purchase of, or otherwise dispose of any of the Company’s successor’s securities held by such Restricted Party (other than those included in such registration) without the prior written consent of such underwriter, for such period of time as may be requested by such underwriter (not to exceed (a) 180 days thereafter, in the case of the initial public offering of the Company’s successor’s Common Stock or (b) 90 days thereafter, in the case of any other registration (the “Lock-Up Period”)). In addition, for a period of two (2) years following the Public Offering, a Restricted Party (other than Riverside or its Affiliates) may only sell, grant an option for the purchase of or otherwise dispose of any of the Company’s successor securities held by such Restricted Party in such pro rata amount as Riverside and its Affiliates have sold prior to or contemporaneously with such sale by the Restricted Party; provided that such restrictions shall not apply to (i) securities held by Xxxxxxx (including securities held directly or indirectly via API), (ii) up to 50% of the securities held by Snow (including securities held directly or indirectly via API) as January 18, 2002 less any securities sold since such date and (iii) up to 5% every six (6) months of the securities held by Xxxxxxx (including securities held directly or indirectly via API) as of January 18, 2002 less any securities sold since such date (provided such securities are sold only following the expiration of the Lock-Up Period). Except as otherwise provided in this Agreement, upon any such conversion, (y) the rights and obligations of the Members under this Agreement shall terminate and (z) the covenants set forth in Article VI shall terminate.
Post-Conversion Agreements. Upon completion of the rebuilding of the Galaxy Mall and the conversion of the Subscriber storefronts to the Netgateway ICC 2.0 platform, all as contemplated in the Statement of Work, the parties shall enter into such other and further agreements as they may deem necessary to carry out the intent of the parties in the ECS Agreement and this Form, including without limitation, agreements related to the operation of the Galaxy Mall and the sharing of revenues generated thereby. The parties agree that Subscriber shall cause all post-conversion Subscriber storefront owners to enter into and be bound by Netgateway's standard merchant terms and conditions and/or such other agreements as Netgateway and Subscriber may mutually deem necessary or appropriate.
