Common use of Restrictions on Public Sale by Holders Clause in Contracts

Restrictions on Public Sale by Holders. (a) Each Holder that participates in any underwritten offering made pursuant to a Registration Statement filed pursuant to Section 3 or Section 4 in which the Investors individually or collectively propose to register and sell an amount of Conversion Stock equal to or greater than the Priority Amount, hereby agrees, if requested (pursuant to a written notice) by the managing underwriter or underwriters in connection with any such underwritten offering, to enter into an agreement, the duration and terms of which shall be agreed between the Holder(s) and the managing underwriter or underwriters in such underwritten offering, whereby such Holder(s) agrees not to effect any public sale or distribution of any of the Common Stock (except as part of such underwritten offering), including a sale pursuant to Rule 144 or any swap or other economic arrangement that transfers to another Person any of the economic consequences of owning shares of Common Stock, or to give any Demand Notice (a “Lock-Up Agreement”), with respect to any underwritten offering, after the date of the Prospectus relating to such offering (or the applicable final Prospectus supplement if such offering is made pursuant to a “shelf” registration), pursuant to which such offering shall be made, plus an extension period as may be proposed by the managing underwriter to address FINRA regulations regarding the publishing of research, or such lesser period as is required by the managing underwriter. Notwithstanding anything to the contrary set forth herein, in the event that the Corporation or underwriters release any party to a Lock-Up Agreement from any or all of such party’s obligations thereunder, all Holders shall be similarly released from their obligations thereunder in the same manner and to the same extent as such released party, and each Lock-Up Agreement shall contain a provision to such effect.

Restrictions on Public Sale by Holders. (a) Each Holder that participates in hereby agrees that, if and whenever the Company (i) proposes to register any underwritten offering made of its equity securities under the Securities Act, whether or not for its own account, or (ii) is required to use its commercially reasonable efforts to effect the registration of any Registrable Securities under the Securities Act pursuant to a Registration Statement filed pursuant to Section 3 or Section 4 in which the Investors individually or collectively propose to register and sell an amount of Conversion Stock equal to or greater than the Priority AmountDemand Registration, hereby agreessuch Holder, if requested (pursuant to a written notice) by the managing underwriter or underwriters in connection with any such an underwritten offering, agrees to enter into a “lock-up agreement” containing terms (including the duration of the lock-up period, which, for the avoidance of doubt shall commence no earlier than ten (10) days prior to the effectiveness of the registration statement and shall not exceed ninety (90) days (one hundred eighty (180) days in the case of an agreementInitial Public Offering) in the case of any registration under the Securities Act) that are customary at the time of such agreement is entered into for offerings of similar size and type, and the Company shall cause all of the Company’s directors and executive officers and shall use its commercially reasonable efforts to cause any stockholders owning more than five (5) percent of the Company’s then outstanding Common Stock to sign lock-up agreements on comparable terms in connection therewith (or on such terms as may be required by the managing underwriter). Any such lock-up agreements signed by the Holders shall contain reasonable and customary exceptions, including, without limitation, the duration and terms right of which shall be agreed between a Holder to make transfers to certain Affiliates, subject to such Affiliates entering into such lock-up agreement. The Company may impose stop-transfer instructions with respect to the Holder(s) and shares of Common Stock or other securities subject to the managing underwriter or underwriters in such underwritten offeringforegoing restrictions until the end of the relevant lock-up period. For purposes of the forgoing, whereby such Holder(s) agrees the term “lock-up agreement” refers to an agreement by the undersigned thereto not to effect for a specified period of time any public sale or distribution of any of (other than in connection with the Common Stock (except as part of public offering for which such underwritten offeringlock-up agreement is being requested and other customary exceptions), including a including, without limitation, any sale pursuant to Rule 144 under the Securities Act, of any Registrable Securities, any other equity securities of the Company or any swap securities convertible into or other economic arrangement that transfers to another Person exchangeable or exercisable for any equity securities of the economic consequences Company, without the prior consent of owning shares of Common Stock, or to give any Demand Notice (a “Lock-Up Agreement”), with respect to any underwritten offering, after the date of the Prospectus relating to such offering (or the applicable final Prospectus supplement if such offering is made pursuant to a “shelf” registration), pursuant to which such offering shall be made, plus an extension period as may be proposed by the managing underwriter to address FINRA regulations regarding the publishing of research, or such lesser period as is required by the managing underwriter. Notwithstanding anything to the contrary set forth herein, in the event that the Corporation or underwriters release any party to a Lock-Up Agreement from any or all of such party’s obligations thereunder, all Holders shall be similarly released from their obligations thereunder in the same manner and to the same extent as such released party, and each Lock-Up Agreement shall contain a provision to such effect.

Restrictions on Public Sale by Holders. (a) Each Holder that participates in hereby agrees that, if and whenever the Company (i) proposes to register any underwritten offering made of its equity securities under the Securities Act, whether or not for its own account, or (ii) is required to use its commercially reasonable efforts to effect the registration of any Registrable Securities under the Securities Act pursuant to a Registration Statement filed pursuant to Section 3 or Section 4 in which the Investors individually or collectively propose to register and sell an amount of Conversion Stock equal to or greater than the Priority AmountDemand Registration, hereby agreessuch Holder, if requested (pursuant to a written notice) by the managing underwriter or underwriters in connection with any such an underwritten offering, agrees to enter into an a “lock-up agreement” containing terms (including the duration of the lock-up period, which, for the avoidance of doubt shall commence no earlier than ten (10) days prior to the effectiveness of the registration statement and shall not exceed ninety (90) days in the case of any registration under the Securities Act) that are customary at the time of such agreement is entered into for offerings of similar size and type, and the Company shall cause all of the Company’s directors and executive officers and shall use its commercially reasonable efforts to cause any stockholders owning more than five (5) percent of the Company’s then outstanding Common Stock to sign lock-up agreements on comparable terms in connection therewith (or on such terms as may be required by the managing underwriter). Any such lock-up agreements signed by the Holders shall contain reasonable and customary exceptions, including, without limitation, the duration and terms right of which shall be agreed between a Holder to make transfers to certain Affiliates, subject to such Affiliates entering into such lock-up agreement. The Company may impose stop-transfer instructions with respect to the Holder(s) and shares of Common Stock or other securities subject to the managing underwriter or underwriters in such underwritten offeringforegoing restrictions until the end of the relevant lock-up period. For purposes of the forgoing, whereby such Holder(s) agrees the term “lock-up agreement” refers to an agreement by the undersigned thereto not to effect for a specified period of time any public sale or distribution of any of (other than in connection with the Common Stock (except as part of public offering for which such underwritten offeringlock-up agreement is being requested and other customary exceptions), including a including, without limitation, any sale pursuant to Rule 144 under the Securities Act, of any Registrable Securities, any other equity securities of the Company or any swap securities convertible into or other economic arrangement that transfers to another Person exchangeable or exercisable for any equity securities of the economic consequences Company, without the prior consent of owning shares of Common Stock, or to give any Demand Notice (a “Lock-Up Agreement”), with respect to any underwritten offering, after the date of the Prospectus relating to such offering (or the applicable final Prospectus supplement if such offering is made pursuant to a “shelf” registration), pursuant to which such offering shall be made, plus an extension period as may be proposed by the managing underwriter to address FINRA regulations regarding the publishing of research, or such lesser period as is required by the managing underwriter. Notwithstanding anything to the contrary set forth herein, in the event that the Corporation or underwriters release any party to a Lock-Up Agreement from any or all of such party’s obligations thereunder, all Holders shall be similarly released from their obligations thereunder in the same manner and to the same extent as such released party, and each Lock-Up Agreement shall contain a provision to such effect.

Restrictions on Public Sale by Holders. (a) Each Holder that participates in any underwritten offering made pursuant to a Registration Statement filed pursuant to Section 3 or Section 4 in which the Investors individually or collectively propose to register and sell an amount of Conversion Stock equal to or greater than the Priority Amount, hereby agrees, if requested (pursuant to a written notice) by the managing underwriter or underwriters in In connection with any underwritten public offering of Registrable Securities by the Company, except with the written consent of the underwriters managing such offering, no Holder (irrespective of whether such Holder participates in such underwritten offering) shall effect any sale or distribution (including sales pursuant to Rule 144) of equity securities of the Company, to enter or any securities convertible into an agreementor exchangeable or exercisable for such securities (including any New Parent ADRs), without prior written consent from the duration and terms of which shall be agreed between the Holder(s) Company and the managing underwriter or underwriters in such underwritten for the offering, whereby during the ninety (90) period beginning on the date a prospectus or prospectus supplement with respect to the pricing of such Holder(soffering is filed with the Commission (or such lesser period as may be required to complete the offering) agrees not to effect any public sale or distribution of any of (the Common Stock (“Lockup Period”), except as part of such underwritten offering), including provided, that such Lockup Period restrictions are applicable on substantially similar terms to the Company and all of its and its subsidiaries’ executive officers and directors; provided, further, that nothing herein shall prevent any Holder from making a sale pursuant distribution of Registrable Securities to Rule 144 or any swap or other economic arrangement that transfers to another Person any of its partners, members or stockholders thereof or a transfer of Registrable Securities to an Affiliate or Related Fund that is otherwise in compliance with the economic consequences of owning shares of Common Stockapplicable securities laws, so long as such distributees or transferees, as applicable, agree to give any Demand Notice (be bound by the restrictions set forth in this Section 6(b). Each Holder agrees to execute a “Locklock-Up Agreement”), with respect to any underwritten offering, after the date up agreement in favor of the Prospectus relating Company’s underwriters to such offering (or effect and, in any event, that the applicable final Prospectus supplement if such offering is made pursuant to a “shelf” registration), pursuant to which such Company’s underwriters in any relevant offering shall be made, plus an extension period as may be proposed by the managing underwriter to address FINRA regulations regarding the publishing third party beneficiaries of research, or such lesser period as is required by the managing underwriterthis Section 6(b). Notwithstanding anything to the contrary set forth herein, in the event that the Corporation or underwriters release any party The provisions of this Section 6(b) will no longer apply to a Lock-Up Agreement from any or all of Holder once such party’s obligations thereunder, all Holders shall be similarly released from their obligations thereunder in the same manner and Holder ceases to the same extent as such released party, and each Lock-Up Agreement shall contain a provision to such effecthold Registrable Securities.

Restrictions on Public Sale by Holders. (a) Each Holder hereby agrees that participates in any underwritten offering made pursuant it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to a Registration Statement filed pursuant to Section 3 or Section 4 in which the Investors individually or collectively propose to register Company’s IPO and sell an amount of Conversion Stock equal to or greater than ending on the Priority Amount, hereby agrees, if requested (pursuant to a written notice) date specified by the managing underwriter or underwriters in connection with any such underwritten offering, to enter into an agreement, the duration and terms of which shall be agreed between the Holder(s) Company and the managing underwriter or underwriters in (such underwritten offering, whereby such Holder(s) agrees period not to effect exceed 180 calendar days) (the “Lock-Up Period”) (i) lend, offer, pledge, sell, contract to sell, sell any public sale option or distribution contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of any of the Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or (except as part of such underwritten offering), including a sale pursuant to Rule 144 or ii) enter into any swap or other economic arrangement that transfers to another Person another, in whole or in part, any of the economic consequences of owning shares ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to give be settled by delivery of Common Stock or other securities, in cash or otherwise; provided, however, that if any Demand Notice (other holder of securities of the Company is or becomes subject to a “shorter Lock-Up Agreement”), with respect to any underwritten offering, after the date of the Prospectus Period or receives more advantageous terms relating to such offering (or the applicable final Prospectus supplement if such offering is made pursuant to a “shelf” registration), pursuant to which such offering shall be made, plus an extension period as may be proposed by the managing underwriter to address FINRA regulations regarding the publishing of research, or such lesser period as is required by the managing underwriter. Notwithstanding anything to the contrary set forth herein, in the event that the Corporation or underwriters release any party to a Lock-Up Agreement from Period under any lock-up agreement (including but not limited to as a result of any discretionary waiver or termination of the restrictions of any or all of such party’s obligations thereunderagreements by the Company or the underwriters), all Holders shall be similarly released from their obligations thereunder in then the same manner and to the same extent as such released party, and each Lock-Up Agreement Period shall be such shorter period and also on such more advantageous terms. The provisions of this Section 2.5(a) shall not apply to the sale of any shares to an underwriter pursuant to an underwritten offering and shall only apply if all of the Company’s directors, officers and stockholders owning five percent or more of the Company’s fully diluted voting stock have signed lock-up agreements with the managing underwriter. Any such lock-up agreements signed by the Holders shall contain reasonable and customary exceptions, including, without limitation, the right of a provision Holder to such effectmake transfers to certain Affiliates and transfers related to shares of Common Stock owned by Holders as a result of open market purchases made following the closing of the IPO.