Post-Conversion Lockup; Redemption Sample Clauses

Post-Conversion Lockup; Redemption. (a) Subject to the Company’s compliance with its obligations under this Agreement, Purchaser shall not, without the Company’s prior written consent, sell, transfer or otherwise dispose of any of the shares of Common Stock received upon conversion of the Preferred Securities to any Person (other than to an Affiliate that agrees in writing to be bound by the terms and provisions of this Agreement to the same extent as Purchaser) at any time during the eighteen-month period following the date of conversion. Notwithstanding the foregoing, Purchaser and its Affiliates may sell, transfer or otherwise dispose any or all of such shares of Common Stock by tendering such securities pursuant to any tender offer or exchange offer commenced by any Third Party that has not been solicited, directly or indirectly, by Purchaser or any of its Affiliates or in connection with any merger or consolidation to which the Company is a party or pursuant to a plan of liquidation of the Company; provided, however, the obligations of Purchaser under this Section 4.05 shall terminate upon the delivery of any Redemption Notice (as defined in the Certificate of Designations) by the Company. (b) The Company covenants and agrees that it shall not exercise any of its rights under Section 5 of the Certificate of Designations, including the delivery of any Redemption Notice (as defined in the Certificate of Designations), at any time that there exist any material ongoing business relationships between Purchaser or any of its Affiliates, on the one hand, and the Company or any of its Subsidiaries, on the other hand, other than ordinary course lending or financing relationships.