Common use of Restriction on Sale of Securities by Company Clause in Contracts

Restriction on Sale of Securities by Company. For the period beginning on the date hereof and ending on the date that is 90 days after the Closing Date (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”) (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities (other than (1) a registration statement on Form S-8 with respect to Securities granted pursuant to or reserved for issuance under any Company equity incentive plan described in the Registration Statement, General Disclosure Package and the Final Prospectus or (2) confidential or non-public submissions to the Commission of any registration statements under the Securities Act; provided that in the use of this clause (2), (w) no public announcement of such confidential or non-public submission shall be made, (x) if any demand was made for, or any right exercised with respect to such, registration of Securities or securities convertible, exercisable or exchangeable into Securities, no public announcement of such demand or exercise of rights shall be made, (y) the Company shall provide written notice at least two business days prior to such confidential or non-public submission to each Designated Representative (as defined below) and (z) no such confidential or non-public submission shall become a publicly available registration statement during the Lock-Up Period), or publicly disclose the intention to take any such action, without the prior written consent of the Designated Representatives.

Restriction on Sale of Securities by Company. For the period beginning on the date hereof and ending on the date that is 90 days after the Closing Date specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities Stock, its Class B Common Stock or any securities convertible into or exchangeable or exercisable for any of its Securities or Class B Common Stock (collectively, the “Lock-Up Securities”) ): (i) offer, sell, issue, contract to sell, pledge pledge, lend or otherwise dispose of Lock-Up Securities, ; (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, ; (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, ; (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act Act; or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities (other than (1) a registration statement on Form S-8 with respect to Securities granted pursuant to or reserved for issuance under any Company equity incentive plan described in the Registration Statement, General Disclosure Package and the Final Prospectus or (2) confidential or non-public submissions to the Commission of any registration statements under the Securities Act; provided that in the use of this clause (2), (w) no public announcement of such confidential or non-public submission shall be made, (x) if any demand was made for, or any right exercised with respect to such, registration of Securities or securities convertible, exercisable or exchangeable into Securities, no public announcement of such demand or exercise of rights shall be made, (y) the Company shall provide written notice at least two business days prior to such confidential or non-public submission to each Designated Representative (as defined below) and (z) no such confidential or non-public submission shall become a publicly available registration statement during the Lock-Up Period), or publicly disclose the intention to take any such action, without the prior written consent of Xxxxx Fargo. Notwithstanding the Designated Representativesforegoing, nothing shall prohibit the filing of a registration statement by the Company, pursuant to the demand rights under the Registration Rights Agreement, dated December 7, 2021, by and between the Company and the signatories thereto; provided that no Lock-Up Securities shall be sold or transferred during the Lock-Up Period. The initial Lock-Up Period will commence on the date hereof and continue for 60 days after the date hereof or such earlier date that Xxxxx Fargo consents to in writing, except the foregoing restrictions shall not apply to (i) issuances of Lock-Up Securities pursuant to this Agreement; (ii) issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on the date hereof and described in the Registration Statement, the General Disclosure Package and the Final Prospectus; (iii) the filing of a registration statement on Form S-8 relating to securities granted or to be granted pursuant to the terms of a plan in effect as of and described in the General Disclosure Package and the Final Prospectus; and (iv) issuances of Lock-Up Securities issued as consideration for the acquisition of equity interests or assets of any person, or the acquiring by the Company by any other manner of any business, properties, assets, or persons, in one transaction or a series of related transactions or the filing of a registration statement related to such Lock-Up Securities; provided that (x) no more than an aggregate of 10% of the number of shares of the Company’s capital stock outstanding as of the First Closing Date are issued as consideration in connection with all such acquisitions and (y) prior to the issuance of such shares of the Company’s capital stock each recipient of such shares agrees in writing to be subject to the “lock-up” described in this Section 5(k) for the remaining term of the Lock-Up Period.

Restriction on Sale of Securities by Company. For the period beginning on the date hereof and ending on the date that is 90 days after the Closing Date specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities Stock, its Class B Common Stock or any securities convertible into or exchangeable or exercisable for any of its Securities or Class B Common Stock (collectively, the “Lock-Up Securities”) ): (i) offer, sell, issue, contract to sell, pledge pledge, lend or otherwise dispose of Lock-Up Securities, ; (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, ; (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, ; (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act Act; or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities (other than (1) a registration statement on Form S-8 with respect to Securities granted pursuant to or reserved for issuance under any Company equity incentive plan described in the Registration Statement, General Disclosure Package and the Final Prospectus or (2) confidential or non-public submissions to the Commission of any registration statements under the Securities Act; provided that in the use of this clause (2), (w) no public announcement of such confidential or non-public submission shall be made, (x) if any demand was made for, or any right exercised with respect to such, registration of Securities or securities convertible, exercisable or exchangeable into Securities, no public announcement of such demand or exercise of rights shall be made, (y) the Company shall provide written notice at least two business days prior to such confidential or non-public submission to each Designated Representative (as defined below) and (z) no such confidential or non-public submission shall become a publicly available registration statement during the Lock-Up Period), or publicly disclose the intention to take any such action, without the prior written consent of Xxxxx Fargo. Notwithstanding the Designated Representativesforegoing, nothing shall prohibit the filing of a registration statement by the Company, pursuant to the demand rights under the Registration Rights Agreement, dated December 7, 2021, by and between the Company and the signatories thereto; provided that no Lock-Up Securities shall be sold or transferred during the Lock-Up Period. The initial Lock-Up Period will commence on the date hereof and continue for 60 days after the date hereof or such earlier date that Xxxxx Fargo consents to in writing, except the foregoing restrictions shall not apply to (i) issuances of Lock-Up Securities pursuant to this Agreement; (ii) issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on the date hereof and described in the Registration Statement, the General Disclosure Package and the Final Prospectus; (iii) the units representing economic limited liability company interests in OpCo and shares of Class B Common Stock expected to be purchased by the Company substantially concurrently with the closing of the offering of the Offered Securities, in such number and as described in the Registration Statement, General Disclosure Package and the Final Prospectus; (iv) the filing of a registration statement on Form S-8 relating to securities granted or to be granted pursuant to the terms of a plan in effect as of and described in the General Disclosure Package and the Final Prospectus; and (v) issuances of Lock-Up Securities issued as consideration for the acquisition of equity interests or assets of any person, or the acquiring by the Company by any other manner of any business, properties, assets, or persons, in one transaction or a series of related transactions or the filing of a registration statement related to such Lock-Up Securities; provided that (x) no more than an aggregate of 10% of the number of shares of the Company’s capital stock outstanding as of the First Closing Date are issued as consideration in connection with all such acquisitions and (y) prior to the issuance of such shares of the Company’s capital stock each recipient of such shares agrees in writing to be subject to the “lock-up” described in this Section 5(k) for the remaining term of the Lock-Up Period.

Restriction on Sale of Securities by Company. For the period beginning on the date hereof and ending on the date that is 90 days after the Closing Date specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities Stock, its Class B Common Stock or any securities convertible into or exchangeable or exercisable for any of its Securities or Class B Common Stock (collectively, the “Lock-Up Securities”) ): (i) offer, sell, issue, contract to sell, pledge pledge, lend or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities (other than (1) a registration statement on Form S-8 with respect to Securities granted pursuant to or reserved for issuance under any Company equity incentive plan described in the Registration Statement, General Disclosure Package and the Final Prospectus or (2) confidential or non-public submissions to the Commission of any registration statements under the Securities Act; provided that in the use of this clause (2), (w) no public announcement of such confidential or non-public submission shall be made, (x) if any demand was made for, or any right exercised with respect to such, registration of Securities or securities convertible, exercisable or exchangeable into Securities, no public announcement of such demand or exercise of rights shall be made, (y) the Company shall provide written notice at least two business days prior to such confidential or non-public submission to each Designated Representative (as defined below) and (z) no such confidential or non-public submission shall become a publicly available registration statement during the Lock-Up Period), or publicly disclose the intention to take any such action, without the prior written consent of Credit Suisse. Notwithstanding the Designated Representativesforegoing, nothing shall prohibit the filing of a registration statement by the Company, pursuant to the demand rights under the Registration Rights Agreement, dated December 7, 2021, by and between the Company and the signatories thereto; provided that no Lock-Up Securities shall be sold or transferred during the Lock-Up Period. The initial Lock-Up Period will commence on the date hereof and continue for 60 days after the date hereof or such earlier date that Credit Suisse consents to in writing, except (i) issuances of Lock-Up Securities pursuant to this Agreement, (ii) issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on the date hereof and described in the Registration Statement, the General Disclosure Package and the Final Prospectus, (iii) the filing of a registration statement on Form S-8 relating to securities granted or to be granted pursuant to the terms of a plan in effect as of and described in the General Disclosure Package and the Final Prospectus and (iv) issuances of Lock-Up Securities issued as consideration for the acquisition of equity interests or assets of any person, or the acquiring by the Company by any other manner of any business, properties, assets, or persons, in one transaction or a series of related transactions or the filing of a registration statement related to such Lock-Up Securities; provided that (x) no more than an aggregate of 10% of the number of shares of the Company’s capital stock outstanding as of the First Closing Date are issued as consideration in connection with all such acquisitions and (y) prior to the issuance of such shares of the Company’s capital stock each recipient of such shares agrees in writing to be subject to the “lock-up” described in this Section 5(k) for the remaining term of the Lock-Up Period.

Restriction on Sale of Securities by Company. For the period beginning on the date hereof and ending on the date that is 90 days after the Closing Date specified below (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities Stock, its Class B Common Stock or any securities convertible into or exchangeable or exercisable for any of its Securities or Class B Common Stock (collectively, the “Lock-Up Securities”) ): (i) offer, sell, issue, contract to sell, pledge pledge, lend or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities (other than (1) a registration statement on Form S-8 with respect to Securities granted pursuant to or reserved for issuance under any Company equity incentive plan described in the Registration Statement, General Disclosure Package and the Final Prospectus or (2) confidential or non-public submissions to the Commission of any registration statements under the Securities Act; provided that in the use of this clause (2), (w) no public announcement of such confidential or non-public submission shall be made, (x) if any demand was made for, or any right exercised with respect to such, registration of Securities or securities convertible, exercisable or exchangeable into Securities, no public announcement of such demand or exercise of rights shall be made, (y) the Company shall provide written notice at least two business days prior to such confidential or non-public submission to each Designated Representative (as defined below) and (z) no such confidential or non-public submission shall become a publicly available registration statement during the Lock-Up Period), or publicly disclose the intention to take any such action, without the prior written consent of Credit Suisse. Notwithstanding the Designated Representativesforegoing, nothing shall prohibit the filing of a registration statement by the Company, pursuant to the demand rights under the Registration Rights Agreement, dated December 7, 2021, by and between the Company and the signatories thereto; provided that no Lock-Up Securities shall be sold or transferred during the Lock-Up Period. The initial Lock-Up Period will commence on the date hereof and continue for 60 days after the date hereof or such earlier date that Credit Suisse consents to in writing, except (i) issuances of Lock-Up Securities pursuant to this Agreement, (ii) issuances of Lock-Up Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on the date hereof and described in the Registration Statement, the General Disclosure Package and the Final Prospectus, (iii) the units representing economic limited liability company interests in OpCo and shares of Class B Common Stock expected to be purchased by the Company substantially concurrently with the closing of the offering of the Offered Securities, in such number and as described in the Registration Statement, Disclosure Package and the Final Prospectus, (iv) the filing of a registration statement on Form S-8 relating to securities granted or to be granted pursuant to the terms of a plan in effect as of and described in the General Disclosure Package and the Final Prospectus and (v) issuances of Lock-Up Securities issued as consideration for the acquisition of equity interests or assets of any person, or the acquiring by the Company by any other manner of any business, properties, assets, or persons, in one transaction or a series of related transactions or the filing of a registration statement related to such Lock-Up Securities; provided that (x) no more than an aggregate of 10% of the number of shares of the Company’s capital stock outstanding as of the First Closing Date are issued as consideration in connection with all such acquisitions and (y) prior to the issuance of such shares of the Company’s capital stock each recipient of such shares agrees in writing to be subject to the “lock-up” described in this Section 5(k) for the remaining term of the Lock-Up Period.

Restriction on Sale of Securities by Company. For the period beginning on the date hereof and ending on the date that is 90 180 days after the Closing Date (the “Lock-Up Period”), the Company will not, directly or indirectly, take any of the following actions with respect to its Securities or any securities convertible into or exchangeable or exercisable for any of its Securities (“Lock-Up Securities”) (i) offer, sell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer, sell, issue, contract to sell, contract to purchase or grant any option, right or warrant to purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement that transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities, (iv) establish or increase a put equivalent position or liquidate or decrease a call equivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange Act or (v) file with the Commission a registration statement under the Act relating to Lock-Up Securities (other than (1) a registration statement on Form S-8 with respect to Securities granted pursuant to or reserved for issuance under any Company equity incentive plan described in the Registration Statement, General Disclosure Package and the Final Prospectus or (2) confidential or non-public submissions to the Commission of any registration statements under the Securities Act; provided that in the use of this clause (2), (w) no public announcement of such confidential or non-public submission shall be made, (x) if any demand was made for, or any right exercised with respect to such, registration of Securities or securities convertible, exercisable or exchangeable into Securities, no public announcement of such demand or exercise of rights shall be made, (y) the Company shall provide written notice at least two business days prior to such confidential or non-public submission to each Designated Representative (as defined below) and (z) no such confidential or non-public submission shall become a publicly available registration statement during the Lock-Up Period), or publicly disclose the intention to take any such action, without the prior written consent of the Designated RepresentativesRepresentatives (as defined below).