Common use of Prohibited Actions during Holdback Period Clause in Contracts

Prohibited Actions during Holdback Period. Each Holder agrees that in connection with the Corporation’s Initial Public Offering and any Demand Registration or Piggyback Registration that is an underwritten public offering of the Corporation’s equity securities, such Holder shall not (i) offer, sell, contract to sell, pledge or otherwise dispose of (including sales pursuant to Rule 144), directly or indirectly, any equity securities of the Corporation (including equity securities of the Corporation that may be deemed to be owned beneficially by such holder in accordance with the rules and regulations of the Securities and Exchange Commission) (collectively, “Securities”), or any securities, options, or rights convertible into or exchangeable or exercisable for Securities (collectively, “Other Equity Securities”), (ii) enter into a transaction which would have the same effect as any action described in clause (i) of this Section 3(a), (iii) enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences or ownership of any Securities or Other Equity Securities, whether such transaction is to be settled by delivery of such Securities, Other Equity Securities, in cash or otherwise, or (iv) publicly disclose the intention to enter into any transaction described in clauses (i), (ii) or (iii) of this Section 3(a), from the date on which the Corporation gives notice to the holders of Registrable Securities that a preliminary prospectus has been circulated for such underwritten public offering to the date that is 180-days following the date of the final prospectus for such underwritten Initial Public Offering and 90-days in the case of any registration other than an Initial Public Offering (or such shorter period as agreed to by the underwriters designated as “book-runners” managing such registered public offering), unless such book-runners otherwise agree in writing (each such period, referred to herein as a “Holdback Period”); provided, that the foregoing restriction shall not apply to any pledge or other granting of a security interest (and any related foreclosure or exercise of remedies by the lender(s) or any third party purchaser following such foreclosure or exercise of remedies) in any Securities to one or more lenders pursuant to any Permitted Financing by any Specified Investor. The Corporation may impose stop-transfer instructions with respect to its securities that are subject to the foregoing restriction until the end of such period.

Prohibited Actions during Holdback Period. Each Holder Executive agrees that in connection with the Corporation’s Initial Public Offering and any Demand Registration or Piggyback Registration that is an underwritten public offering Public Offering of the Corporation’s equity securities, such Holder shall not (i) offer, sell, contract to sell, pledge or otherwise dispose of (including sales pursuant to Rule 144), directly or indirectly, any equity securities of the Corporation (including equity securities of the Corporation that may be deemed to be owned beneficially by such holder in accordance with the rules and regulations of the Securities and Exchange Commission) (collectively, “Securities”), or any securities, options, or rights convertible into or exchangeable or exercisable for Securities (collectively, “Other Equity Securities”), (ii) enter into a transaction which would have the same effect as any action described in clause (i) of this Section 3(a), (iii) enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences or ownership of any Securities or Other Equity Securities, whether such transaction is to be settled by delivery of such Securities, Other Equity Securities, in cash or otherwise, or (iv) publicly disclose the intention to enter into any transaction described in clauses (i), (ii) or (iii) of this Section 3(a), from the date on which the Corporation gives written notice to the holders of Registrable Securities Executive that a preliminary prospectus has been circulated registration statement becomes effective for such underwritten public offering Public Offering to the date that is 180-days following the date of the final prospectus for such underwritten Initial Public Offering and 90-days in the case of any registration other than an Initial Public Offering (or such shorter period as agreed to by the underwriters designated as “book-runners” managing such registered public offering), unless such book-runners otherwise agree in writing (each such period, referred to herein as a “Holdback Period”); provided, Executive shall not without the prior written consent of the underwriter: (1) offer, sell, pledge, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition of) any shares of the Corporation’s equity securities or any securities convertible into or exercisable or exchangeable for the Corporation’s equity securities or warrants or other rights to acquire shares of the Corporation’s equity securities of which Executive is now, or may in the future become, the beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (such shares, securities, warrants or rights collectively, the “Restricted Securities”), (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, directly or indirectly, any of the economic benefits or risks of ownership of such Restricted Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of the Corporation’s equity securities or other securities, in cash or otherwise, or (3) publicly disclose the intention to enter into any transaction described in clause (1) or (2) above. Executive also agrees and consents to the entry of stop transfer instructions with the Corporation’s transfer agent and registrar against the Transfer of Restricted Securities owned either of record or beneficially by Executive except in compliance with the foregoing restriction restrictions. The foregoing provisions of this Section 2(a) shall not apply to any pledge or other granting Registrable Securities that are otherwise subject to a lock-up agreement contemplated by Section 2(b) and shall be applicable to Executive only if all officers and directors of a security interest (the Corporation and any related foreclosure or exercise all stockholders owning more than 10% of remedies by the lender(s) or any third party purchaser following such foreclosure or exercise of remedies) in any Securities to one or more lenders pursuant to any Permitted Financing by any Specified Investor. The Corporation may impose stop-transfer instructions with respect to its securities that Corporation’s outstanding common stock are subject to the foregoing restriction until the end of such periodsame restrictions.

Prohibited Actions during Holdback Period. Each Holder agrees that in connection with the Corporation’s Initial Public Offering and any Demand Registration or Piggyback Registration that is an underwritten public offering of the Corporation’s equity securities, such Holder shall not (i) offer, sell, contract to sell, pledge or otherwise dispose of (including sales pursuant to Rule 144), directly or indirectly, any equity securities of the Corporation (including equity securities of the Corporation that may be deemed to be owned beneficially by such holder in accordance with the rules and regulations of the Securities and Exchange Commission) (collectively, “Securities”), or any securities, options, or rights convertible into or exchangeable or exercisable for Securities (collectively, “Other Equity Securities”), (ii) enter into a transaction which would have the same effect as any action described in clause (i) of this Section 3(a), (iii) enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences or ownership of any Securities or Other Equity Securities, whether such transaction is to be settled by delivery of such Securities, Other Equity Securities, in cash or otherwise, or (iv) publicly disclose the intention to enter into any transaction described in clauses (i), (ii) or (iii) of this Section 3(a), from the date on which the Corporation gives notice to the holders of Registrable Securities that a preliminary prospectus has been circulated for such underwritten public offering to the date that is 180-days following the date of the final prospectus for such underwritten Initial Public Offering and 90-days in the case of any registration other than an Initial Public Offering (or such shorter period as agreed to by the underwriters designated as “book-runners” managing such registered public offering), unless such book-runners otherwise agree in writing (each such period, referred to herein as a “Holdback Period”); provided, that the foregoing restriction shall not apply to any pledge or other granting of a security interest (and any related foreclosure or exercise of remedies by the lender(s) or any third party purchaser following such foreclosure or exercise of remedies)) in any Securities to one or more lenders pursuant to any Permitted Financing by any Specified InvestorInvestor (provided, that, following foreclosure or other exercise of remedies, such Securities in the hands of a third-party purchaser (but not, for the avoidance of doubt, a lender in its capacity as secured party in any foreclosure or other exercise of remedies) shall remain subject to the terms of this Section 3(a) during the Holdback Period). The Corporation may impose stop-transfer instructions with respect to its securities that are subject to the foregoing restriction until the end of such period.

Prohibited Actions during Holdback Period. Each Holder holder of Investor Registrable Securities agrees that in connection with the Corporation’s Initial Public Offering and any Company's Demand Registration or Piggyback Registration that is an underwritten public offering of the Corporation’s Company's equity securities, such Holder he, she or it shall not (i) offer, sell, contract to sell, pledge or otherwise dispose of (including sales pursuant to Rule 144), directly or indirectly, any equity securities of the Corporation Company (including equity securities of the Corporation Company that may be deemed to be owned beneficially Beneficially Owned by such holder in accordance with the rules and regulations of the Securities and Exchange Commission) (collectively, “"Securities”"), or any securities, options, or rights convertible into or exchangeable or exercisable for Securities (collectively, “"Other Equity Securities”"), (ii) enter into a transaction which would have the same effect as any action described in clause (i) of this Section 3(a), 4(a) or (iii) enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences or ownership of any Securities or Other Equity Securities, whether such transaction is to be settled by delivery of such Securities, Other Equity Securities, in cash or otherwise, or (iv) publicly disclose the intention to enter into any transaction described in clauses (i), (ii) or (iii) of this Section 3(a), from the date on which the Corporation Company gives notice to the holders Holders of Investor Registrable Securities that a preliminary prospectus Prospectus has been circulated for such underwritten public offering to the date that is 180-180 days following the date of the final prospectus Prospectus for such underwritten Initial Public Offering and 90-days in the case of any registration other than an Initial Public Offering public offering (or such shorter period as agreed to by the underwriters designated as “"book-runners” " managing such registered public offering), unless such book-runners otherwise agree in writing (each such period, referred to herein as a “"Holdback Period”"); provided, that the foregoing restriction shall not apply to any pledge or other granting of a security interest (and any related foreclosure or exercise of remedies by the lender(s) or any third party purchaser following such foreclosure or exercise of remedies) in any Securities to one or more lenders pursuant to any Permitted Financing by any Specified Investor. The Corporation Company may impose stop-transfer instructions with respect to its securities that are subject to the foregoing restriction until the end of such period.

Prohibited Actions during Holdback Period. Each Holder holder of Registrable Securities agrees that in connection with the CorporationCompany’s Initial Public Offering initial public offering and any Demand Registration or Piggyback Registration that is an underwritten public offering of the CorporationCompany’s equity securitiessecurities and in which Registrable Securities are included, such Holder he, she or it shall not (i) offer, sell, contract to sell, pledge or otherwise dispose of (including sales pursuant to Rule 144), directly or indirectly, any equity securities of the Corporation Company (including equity securities of the Corporation Company that may be deemed to be owned beneficially by such holder in accordance with the rules and regulations of the Securities and Exchange Commission) (collectively, “Securities”), or any securities, options, or rights convertible into or exchangeable or exercisable for Securities (collectively, “Other Equity Securities”) (other than a Transfer (x) by an Investor to one or more of its Affiliates and (y) pursuant to a conversion in accordance with Section 12.1 of the LLC Agreement), (ii) enter into a transaction which would have the same effect as any action described in clause (i) of this Section 3(a), (iii) enter into any swap, hedge or other arrangement that transfersTransfers, in whole or in part, any of the economic consequences or ownership of any Securities or Other Equity Securities, whether such transaction is to be settled by delivery of such Securities, Other Equity Securities, in cash or otherwise, or (iv) publicly disclose the intention to enter into any transaction described in clauses (i), (ii) or (iii) of this Section 3(a), from the date on which the Corporation Company gives notice to the holders of Registrable Securities that a preliminary prospectus has been circulated for such underwritten public offering to the date that is 180-180 days following the date of the final prospectus for such underwritten Initial Public Offering and 90-days public offering in the case of any registration other than an Initial Public Offering the Company’s initial public offering or 90 days following the date of the final prospectus for such underwritten public offering following the Company’s initial public offering (or in each case such shorter period as agreed to by the underwriters designated as “book-runners” managing such registered public offering), unless such book-runners otherwise agree in writing which such agreement would apply to the holders of Registrable Securities on a pro rata basis (each such period, period referred to herein as a “Holdback Period”); provided, that the foregoing restriction shall not apply to any pledge or other granting of a security interest (and any related foreclosure or exercise of remedies by the lender(s) or any third party purchaser following such foreclosure or exercise of remedies) in any Securities to one or more lenders pursuant to any Permitted Financing by any Specified Investor. The Corporation Company may impose stop-transfer instructions with respect to its securities that are subject to the foregoing restriction until the end of such period. Notwithstanding the foregoing, no holder of Registrable Securities (other than officers and directors of the Company) will be subject to the Holdback Period in connection with an Underwritten Block Trade unless such holder was provided notice one day prior to such Underwritten Block Trade and provided the opportunity to participate therein (whether or not such Holder elects to participate in such Underwritten Block Trade).

Prohibited Actions during Holdback Period. Each Holder holder of Registerable Securities agrees that in connection with the Corporation’s Initial Public Offering and any Demand Registration or Piggyback Registration that is an underwritten public offering Public Offering of the Corporation’s equity securities, such Holder shall not (i) offer, sell, contract to sell, pledge or otherwise dispose of (including sales pursuant to Rule 144), directly or indirectly, any equity securities of the Corporation (including equity securities of the Corporation that may be deemed to be owned beneficially by such holder in accordance with the rules and regulations of the Securities and Exchange Commission) (collectively, “Securities”), or any securities, options, or rights convertible into or exchangeable or exercisable for Securities (collectively, “Other Equity Securities”), (ii) enter into a transaction which would have the same effect as any action described in clause (i) of this Section 3(a), (iii) enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences or ownership of any Securities or Other Equity Securities, whether such transaction is to be settled by delivery of such Securities, Other Equity Securities, in cash or otherwise, or (iv) publicly disclose the intention to enter into any transaction described in clauses (i), (ii) or (iii) of this Section 3(a), from the date on which the Corporation gives written notice to the holders of Registrable Registerable Securities that a preliminary prospectus has been circulated registration statement becomes effective for such underwritten public offering Public Offering to the date that is up to 180-days following the date of the final prospectus for such underwritten Initial Public Offering and 90-days in the case of any registration other than an Initial Public Offering (or such shorter period as agreed to by the underwriters designated as “book-runners” managing such registered public offering), unless such book-runners otherwise agree in writing (each such period, referred to herein as a “Holdback Period”); provided, he, she or it shall not without the prior written consent of the underwriter: (1) offer, sell, pledge, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition of), or require the Corporation to file with the Securities and Exchange Commission a registration statement under the Securities Act, to register, any shares of the Corporation’s equity securities or any securities convertible into or exercisable or exchangeable for the Corporation’s equity securities or warrants or other rights to acquire shares of the Corporation’s equity securities of which the holder of Registerable Securities is now, or may in the future become, the beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (such shares, securities, warrants or rights collectively, the “Restricted Securities”), (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, directly or indirectly, any of the economic benefits or risks of ownership of such Restricted Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of the Corporation’s equity securities or other securities, in cash or otherwise, or (3) publicly disclose the intention to enter into any transaction described in clause (1) or (2) above. Each holder of Registerable Securities also agrees and consents to the entry of stop transfer instructions with the Corporation’s transfer agent and registrar against the transfer of Restricted Securities owned either of record or beneficially by the holder of Registerable Securities except in compliance with the foregoing restriction restrictions. The foregoing provisions of this Section 3(a) shall not apply to any pledge or other granting Registrable Securities that are otherwise subject to a lock-up agreement contemplated by Section 3(b) and shall be applicable to the holders of a security interest (Registrable Securities only if all officers and any related foreclosure or exercise directors of remedies by the lender(s) or any third party purchaser following such foreclosure or exercise Corporation and all Members, Affiliates of remedies) in any Securities to one or Members and Other Holders owning more lenders pursuant to any Permitted Financing by any Specified Investor. The Corporation may impose stop-transfer instructions with respect to its securities that than 10% of the Corporation’s outstanding common stock are subject to the foregoing restriction until the end of such periodsame restrictions.