Common use of Restrictions on Public Sale Clause in Contracts

Restrictions on Public Sale. (a) If requested by the sole Underwriter or lead managing Underwriter(s) in an Underwritten Offering, the Company agrees not to effect any public sale or distribution (other than, in the case of the Company, public sales or distributions solely by and for the account of the Company of securities issued pursuant to any employee benefit or similar plan or any dividend reinvestment plan) of any equity or equity-linked securities during the period commencing on the date the Company receives a Request from any Holder and continuing until 180 days after the commencement of any Initial Public Offering, Qualified IPO or other Underwritten Offering (or for such shorter period as the sole or lead managing Underwriter shall request) unless earlier terminated by the sole Underwriter or lead managing Underwriter(s) in such Underwritten Offering. (b) If requested by the sole Underwriter or lead managing Underwriter(s) in an Underwritten Offering, the Holders shall not sell or otherwise transfer or dispose of any shares of Common Stock (or other securities) of the Company held by the Holders (other than those included in the registration) during the fourteen (14) day period prior to and the one hundred eighty (180) day period following the effective date (including such effective date), of an Initial Public Offering, Qualified IPO (including such effective date) or any other offering, or in the case of a registration pursuant to Rule 415 of the Securities Act (or any similar rule then in force), the 180 day period following the date of any underwritten take-down, or in either case such shorter period as the sole Underwriter or lead managing Underwriter(s) may request, of a registration statement of the Company filed under the Securities Act, provided that the obligations described in this Section 3(b) shall not apply to a registration relating solely to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or Rule 145 (or any similar rule then in force) or similar transaction. The Company may impose stop-transfer instructions with respect to the Common Stock (or other securities) subject to the foregoing restriction until the end of said one hundred eighty (180) day period. Any agreement entered into after the date of this Agreement pursuant to which the Company issues or agrees to issue any privately placed Common Stock or other securities shall contain a provision under which holders of such securities agree not to effect any sale or distribution of any such securities during the period referred to in the first sentence of this Section 3(b), including any sale pursuant to Rule 144 under the Securities Act (or any similar rule then in force) (except as part of such registration, if permitted).

Restrictions on Public Sale. (a) If requested by the sole Underwriter or lead managing Underwriter(s) in an Underwritten Offering, the Company agrees not to effect any public sale or distribution (other than, in the case of the Company, public sales or distributions solely by and for the account of the Company of securities issued pursuant to any employee benefit or similar plan or any dividend reinvestment plan) of any Securities (or equity or equity-linked securities securities) during the period commencing on the date the Company receives a Request from any Holder and continuing until 180 one hundred eighty (180) days after the commencement effective date of any Initial Public Offering, Qualified IPO or other Underwritten Offering (or for such shorter period as the sole or lead managing Underwriter shall request) unless earlier terminated by the sole Underwriter or lead managing Underwriter(s) in such Underwritten Offering; provided however, that in the case of a Shelf Registration pursuant to Rule 415 of the Securities Act (or any similar rule then in force), the provisions set forth in this Section 3(a) shall only apply for the period commencing on the date of any underwritten take-down and continuing until one hundred and eighty (180) days following the date of such underwritten take-down (or for such shorter period as the sole or lead managing Underwriter shall request) unless earlier terminated by the sole Underwriter or lead managing Underwriter(s) in such underwritten take-down. (b) If requested by the sole Underwriter or lead managing Underwriter(s) in an Underwritten Offering, the Holders shall not sell or otherwise transfer or dispose of any shares of Common Stock Securities (or other equity or equity-linked securities) of the Company held by the Holders (other than those included in the registration) during the fourteen (14) day period prior to and the one hundred eighty (180) day period following the effective date (including such effective date), of an Initial Public Offering, Qualified IPO (including such effective date) or any other offering, or in the case of a registration Shelf Registration pursuant to Rule 415 of the Securities Act (or any similar rule then in force), the 180 day period following the date of any underwritten take-down, or in either case such shorter period as the sole Underwriter or lead managing Underwriter(s) may request, of a registration statement of the Company filed under the Securities Act, provided that the obligations described in this Section 3(b) shall not apply to a registration relating solely to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or Rule 145 (or any similar rule then in force) or similar transaction. The Company may impose stop-transfer instructions with respect to the Common Stock Securities (or other equity or equity-linked securities) subject to the foregoing restriction until the end of said one hundred eighty (180) day period. Any agreement entered into after the date of this Agreement applicable period pursuant to which the Company issues or agrees to issue any privately placed Common Stock or other securities shall contain a provision under which holders of such securities agree not to effect any sale or distribution of any such securities during the period referred to in the first sentence of this Section 3(b), including any sale pursuant to Rule 144 under the Securities Act (or any similar rule then in force) (except as part of such registration, if permitted).

Restrictions on Public Sale. (a) If requested by the sole Underwriter or lead managing Underwriter(s) in an Underwritten Offering, the Company agrees (i) not to effect any public sale or distribution (other than, in the case of the Company, public sales or distributions solely by and for the account of the Company of securities issued pursuant to any employee benefit or similar plan or any dividend reinvestment plan) of any equity or equity-linked securities during the period commencing on the date the Company receives a Request from any Holder and continuing until 180 90 days after the commencement of any Initial Public Offering, Qualified IPO or other Underwritten Offering (or for such shorter period as the sole or lead managing Underwriter shall request) unless earlier terminated by the sole Underwriter or lead managing Underwriter(s) in such Underwritten Offering. (b) If requested by the sole Underwriter or lead managing Underwriter(s) in an Underwritten Offering, the Holders shall not sell or otherwise transfer Transfer or dispose of any shares Units of Common Stock Nalco LLC or Shares (or other securities) of the Company held by the Holders (other than those included in the registration) during the fourteen (14) day period prior to and the one hundred eighty (180) day period following the effective date (including such effective date), ) of an Initial Public Offering, Qualified IPO (including such effective date) Offering or any other offering, or in the case of a registration pursuant to Rule 415 of the Securities Act (or any similar rule then in force), the 180 day period following the date of any underwritten take-down, or in either case such shorter period as the sole Underwriter or lead managing Underwriter(s) may request, of a registration statement of the Company filed under the Securities Act, provided that the obligations described in this Section 3(b) shall not apply to a registration relating solely to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or Rule 145 (or any similar rule then in force) or similar transaction. The Company and/or Nalco LLC may impose stop-transfer instructions with respect to the Common Stock Units or Shares (or other securities) subject to the foregoing restriction until during the end of said one hundred eighty (180) day periodapplicable time periods. Any agreement entered into after the date of this Agreement pursuant to which the Company issues or agrees to issue any privately placed Common Stock Shares or other securities shall contain a provision under which holders of such securities agree not to effect any sale or distribution of any such securities during the period referred to in the first sentence of this Section 3(b), including any sale pursuant to Rule 144 under the Securities Act (or any similar rule then in force) (except as part of such registration, if permitted).

Restrictions on Public Sale. (a) If requested by the sole Underwriter or lead managing Underwriter(s) in an Underwritten Offering, the Company agrees not to effect any public sale or distribution (other than, in the case of the Company, public sales or distributions solely by and for the account of the Company of securities issued pursuant to any employee benefit or similar plan or any dividend reinvestment plan) of any Shares (or equity or equity-linked securities securities) during the period commencing on the date the Company receives a Request from any Holder and continuing until 180 one hundred eighty (180) days after the commencement effective date of any Initial Public OfferingIPO, Qualified IPO or other Underwritten Offering (or for such shorter period as the sole or lead managing Underwriter shall request) unless earlier terminated by the sole Underwriter or lead managing Underwriter(s) in such Underwritten Offering. (b) If requested by the sole Underwriter or lead managing Underwriter(s) in an Underwritten Offering, the Holders shall not sell or otherwise transfer or dispose of any shares of Common Stock Shares (or other equity or equity-linked securities) of the Company held by the Holders (other than those included in the registration) during the fourteen (14) day period prior to and the one hundred eighty (180) day period following the effective date (including such effective date), of an Initial Public OfferingIPO, Qualified IPO (including such effective date) or any other offering, or in the case of a registration Shelf Registration pursuant to Rule 415 of the Securities Act (or any similar rule then in force), the 180 day period following the date of any underwritten take-down, or in either case such shorter period as the sole Underwriter or lead managing Underwriter(s) may request, of a registration statement of the Company filed under the Securities Act, provided that the obligations described in this Section 3(b) shall not apply to a registration relating solely to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or Rule 145 (or any similar rule then in force) or similar transaction. The Company may impose stop-transfer instructions with respect to the Common Stock Shares (or other equity or equity-linked securities) subject to the foregoing restriction until the end of said one hundred eighty the applicable period pursuant to the first sentence of this Section 3(b). Notwithstanding the foregoing, if any Holder (180other than a Management Member who is not a Senior Management Member) day periodis released from the Underwriters' restriction on the sale or transfer of Shares (or equity or equity-linked securities) of the Company held by such Holder, all other Holders subject to such restriction shall also be released to the same extent (based on the percentage of all Shares of such Holder subject to such Underwriters' restriction that were released from such restriction). Any agreement entered into after the date of this Agreement pursuant to which the Company issues or agrees to issue any privately placed Common Stock Shares or other securities shall contain a provision under which holders of such securities agree not to effect any sale or distribution of any such securities during the period referred to in the first sentence of this Section 3(b), including any sale pursuant to Rule 144 under the Securities Act (or any similar rule then in force) (except as part of such registration, if permitted).

Restrictions on Public Sale. (a) If requested by the sole Underwriter or lead managing Underwriter(s) in an Underwritten Offering, the Company agrees (i) not to effect any public sale or distribution (other than, in the case of the Company, public sales or distributions solely by and for the account of the Company of securities issued pursuant to any employee benefit or similar plan or any dividend reinvestment plan) of any equity or equity-linked securities during the period commencing on the date the Company receives a Request from any Holder and continuing until 180 90 days after the commencement of any Initial Public Offering, Qualified IPO or other Underwritten Offering (or for such shorter period as the sole or lead managing Underwriter shall request) unless earlier terminated by the sole Underwriter or lead managing Underwriter(s) in such Underwritten Offering. (b) If requested by the sole Underwriter or lead managing Underwriter(s) in an Underwritten Offering, the Holders shall not sell or otherwise transfer Transfer or dispose of any shares Units of Common Stock Management LP or Shares (or other securities) of the Company held by the Holders (other than those included in the registration) during the fourteen (14) day period prior to and the one hundred eighty (180) day period following the effective date (including such effective date), ) of an Initial Public Offering, Qualified IPO (including such effective date) Offering or any other offering, or in the case of a registration pursuant to Rule 415 of the Securities Act (or any similar rule then in force), the 180 day period following the date of any underwritten take-down, or in either case such shorter period as the sole Underwriter or lead managing Underwriter(s) may request, of a registration statement of the Company filed under the Securities Act, provided that the obligations described in this Section 3(b) shall not apply to a registration relating solely to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or Rule 145 (or any similar rule then in force) or similar transaction. The Company and/or Management LP may impose stop-transfer instructions with respect to the Common Stock Units of Management LP or Shares (or other securities) subject to the foregoing restriction until during the end of said one hundred eighty (180) day periodapplicable time periods. Any agreement entered into after the date of this Agreement pursuant to which the Company issues or agrees to issue any privately placed Common Stock Shares or other securities shall contain a provision under which holders of such securities agree not to effect any sale or distribution of any such securities during the period referred to in the first sentence of this Section 3(b), including any sale pursuant to Rule 144 under the Securities Act (or any similar rule then in force) (except as part of such registration, if permitted).