Common use of Restrictions During Lock-Up Period Clause in Contracts

Restrictions During Lock-Up Period. During the period beginning on the date hereof and ending on the earlier of (i) the third (3rd) anniversary of the date hereof and (ii) the first date after the date hereof on which the number of TME Securities collectively beneficially owned by a Strategic Investor and its Affiliates exceeds the number of TME Securities then collectively beneficially owned by the Investors and their respective controlled Affiliates (such period, the “Lock-Up Period”), the Investors shall not, and the Investors shall cause their respective controlled Affiliates not to, Transfer any TME Securities beneficially owned by them, except: (i) with the prior written consent of the Company (acting through its Board or a designated committee thereof); (ii) to a Permitted Transferee, subject to compliance with Section 2.03; provided, that, (A) if such Person ceases to be a Permitted Transferee during the Lock-Up Period, then the applicable Investor shall cause, and shall cause its controlled Affiliates to cause, such Person to, and such Person shall, Transfer such TME Securities back to such Investor or its controlled Affiliates or (B) if such Person ceases to be a Permitted Transferee after the expiration of the Lock-Up Period and a Transfer of TME Securities to such Person at that time would be prohibited by Section 2.02(b), then the applicable Investor shall cause, and shall cause its controlled Affiliates to cause, such Person to, and such Person shall, Transfer such TME Securities back to such Investor or its controlled Affiliates; (iii) pursuant to (A) a tender offer or exchange offer for at least a majority of the issued and outstanding TME Securities if the Board has affirmatively recommended to the holders of the issued and outstanding TME Securities that such holders tender their TME Securities into such tender or exchange offer and if the Board has not publicly withdrawn or changed such recommendation or (B) a merger, consolidation or other business combination transaction which has been approved by the Board (each, a “Qualified Transfer”); (iv) to the Company or any of its Subsidiaries; or (v) to the extent necessary to avoid regulation as an “investment company” under the U.S. Investment Company Act of 1940, as amended. For purposes of this Section 2.02(a), the number of TME Securities beneficially owned by the Investors and their respective controlled Affiliates shall be determined without regard to the provisions set forth in Section 3.02.

Restrictions During Lock-Up Period. During the period beginning on the date hereof and ending on the earlier of (i) the third (3rd) anniversary of the date hereof and (ii) the first date after the date hereof on which the number of TME Spotify Securities collectively beneficially owned by a Strategic Investor and its Affiliates exceeds the number of TME Spotify Securities then collectively beneficially owned by the Investors and their respective controlled Affiliates (such period, the “Lock-Up Period”), the Investors shall not, and the Investors shall cause their respective controlled Affiliates not to, Transfer any TME Spotify Securities beneficially owned by them, except: (i) with the prior written consent of the Company (acting through its Board or a designated committee thereof); (ii) to a Permitted Transferee, subject to compliance with Section 2.03; provided, that, (A) if such Person ceases to be a Permitted Transferee during the Lock-Up Period, then the applicable Investor shall cause, and shall cause its controlled Affiliates to cause, such Person to, and such Person shall, Transfer such TME Spotify Securities back to such Investor or its controlled Affiliates or (B) if such Person ceases to be a Permitted Transferee after the expiration of the Lock-Up Period and a Transfer of TME Spotify Securities to such Person at that time would be prohibited by Section 2.02(b), then the applicable Investor shall cause, and shall cause its controlled Affiliates to cause, such Person to, and such Person shall, Transfer such TME Spotify Securities back to such Investor or its controlled Affiliates; (iii) pursuant to (A) a tender offer or exchange offer for at least a majority of the issued and outstanding TME Spotify Securities if the Board has affirmatively recommended to the holders of the issued and outstanding TME Spotify Securities that such holders tender their TME Spotify Securities into such tender or exchange offer and if the Board has not publicly withdrawn or changed such recommendation or (B) a merger, consolidation or other business combination transaction which has been approved by the Board (each, a “Qualified Transfer”); (iv) to the Company or any of its Subsidiaries; or (v) to the extent necessary to avoid regulation as an “investment company” under the U.S. Investment Company Act of 1940, as amended. For purposes of this Section 2.02(a), the number of TME Spotify Securities beneficially owned by the Investors and their respective controlled Affiliates shall be determined without regard to the provisions set forth in Section 3.02.