Common use of Underwriter Lock-Up Clause in Contracts

Underwriter Lock-Up. In connection with any underwritten Public Offering, each Participating Holder will enter into any lock-up, holdback or similar agreements requested by the underwriter(s) managing such offering, in each case with such modifications and exceptions as may be approved by the Participating Holders. Without limiting the generality of the foregoing, each Participating Holder hereby agrees, in connection with any Demand Registration, Shelf Offering or Piggyback Registration that is an underwritten Public Offering, not to (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 Company (including equity securities of the Company that may be deemed to be beneficially owned by such Holder in accordance with the rules and regulations of the SEC) (collectively, “Securities”), or any securities, options or rights convertible into or exchangeable or exercisable for Securities (collectively, “Other Securities”), (ii) enter into a transaction which would have the same effect as described in clause (i) above, (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 Securities, whether such transaction is to be settled by delivery of such Securities or Other Securities, in cash or otherwise (each of (i), (ii) and (iii) above, a “Sale Transaction”), or (iv) publicly disclose the intention to enter into any Sale Transaction, commencing on the date on which the Company gives notice to the Participating Holders that a preliminary prospectus has been circulated for such underwritten Public Offering or the “pricing” of such offering and continuing to the date that is 90 days following the date of the final prospectus in the case of any other such underwritten Public Offering (each such period, or such shorter period as agreed to by the managing underwriters, a “Holdback Period”). The Company may impose stop-transfer instructions with respect to any Securities or Other Securities subject to the restrictions set forth in this Section 3(b) until the end of such Holdback Period. Notwithstanding anything herein to the contrary, the Participating Holders shall not be required to agree not to offer, sell, contract to sell or otherwise dispose any Securities or Other Securities (i) to any of their spouses, their descendants (whether by blood or adoption), their descendants’ spouses (including any person married to one of their descendants at the time of such descendant’s death), the descendants of a spouse of their descendant (whether by blood or adoption), their siblings, the descendants of their siblings (whether by blood or adoption), or the estate of any of the foregoing persons; (ii) to charitable foundations, trusts, corporations, partnerships and limited liability companies organized and controlled by the Xxxxxxxx / Xxxxxxxxx Family or Xxxxxxxx Family Investments, Inc.; (iii) to Xxxxxxxx / Xxxxxxxxx Family trusts or other investment vehicles of the Xxxxxxxx / Xxxxxxxxx Family which are for the benefit of any combination of the Persons described in clause (i) or (ii); (iv) by gift so long as such Covered Shares are held by a Xxxxxxxx / Xxxxxxxxx Family charitable foundation or similar entity as of the date thereof and Transferred to a third party charitable foundation or similar entity to satisfy any commitments in respect of, and in an amount not to exceed, any pledges in existence or pending as of the date thereof; (v) in the event of a death during the Lock-Up Period of (w) both Xx. Xxxxxxxx Xxxxxxxx and Xx. Xxxxx Xxxxxxxx, (x) both Xx. Xxxx Xxxxxxxxx and Xx. Xxxxxx Xxxxxxxxx, (y) both Xx. Xxxxxx Xxxxxxx and Mr. Xxxxxxx Xxxxxxx or (z) Xx. Xxxxxxxx Xxxxxxxxx Fiverson, in each case solely to the extent such Transfers are required for liquidity purposes to pay estate taxes that become due under applicable law prior to the expiration of the Lock-Up Period; (vi) so long as (and to the extent) the proceeds of such Transfer are used to pay taxes upon the exercise of any stock options or vesting of any equity compensation awards under the Company’s 2015 Omnibus Incentive Plan or the Company’s 2023 Omnibus Incentive Plan; and (vii) solely with respect to Non-Family Controlled Trust Shares, the Participating Holders may Transfer such Non-Family Controlled Trust Shares to third party trustees of the Non-Family Controlled Trust, and such trustees of the Non-Family Controlled Trust holding shares of Common Equity received in exchange for shares of the Company’s Class B Common Stock, par value $0.001 per share, held within such trust as of the date thereof shall not be subject to the Transfer restrictions set forth in Section 5.6(B)(i) of the Reclassification Agreement; provided that the Participating Holders shall use reasonable best efforts to cause such trustees to comply with the Transfer restrictions set forth in Section 5.6(B)(i) of the Reclassification Agreement with respect to any Non-Family Controlled Trust Shares.

Underwriter Lock-Up. In connection with Any Purchaser owning more than 5% of the Common Stock outstanding as of the date of any underwritten Public Offeringpublic offering of securities of the Company, each Participating Holder will enter into any agrees to execute a customary lock-up, holdback or similar agreements requested by up agreement for the underwriter(s) managing such offering, in each case with such modifications and exceptions as may be approved by the Participating Holders. Without limiting the generality benefit of the foregoingunderwriters upon the request of a managing underwriter, each Participating Holder hereby agreeswhich will provide that the Purchaser will not directly or indirectly, in connection with any Demand Registrationoffer, Shelf Offering or Piggyback Registration that is an underwritten Public Offering, not to (i) offerpledge, sell, including any sale pursuant to Rule 144 under the Securities Act, contact to sell, sell any option or contract to purchase, purchase any option or contract to sell, pledge grant any option, right or warrant to purchase or otherwise transfer or dispose of (including sales pursuant to Rule 144), directly or indirectly, any equity securities of the Company (including equity securities of the Company that may be deemed same class as those to be beneficially distributed by the underwriters in such public offering that are owned by such Holder in accordance with the rules Purchaser, and regulations will not effect any sale or distribution of the SEC) (collectively, “Securities”), or any securities, options or rights other securities convertible into or exchangeable or exercisable for Securities securities of such class (in each case, other than as part of such underwritten public offering), whether now owned or hereafter acquired by such Purchaser or with respect to which such Purchaser has or hereafter acquires the power of disposition (collectively, the “Other Lock-Up Securities”), (ii) enter into a transaction which would have or exercise any right with respect to the same effect as described registration of any Lock-Up Securities, or cause to be filed any registration statement in clause (i) aboveconnection therewith, (iii) under the Securities Act, or enter into any swap, hedge swap or any other arrangement agreement or any transaction that transfers, in whole or in part, any directly or indirectly, the economic consequence of ownership of the economic consequences or ownership of any Securities or Other Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of such Securities or Other Securitiesthe securities, in cash or otherwise otherwise, during such period as the managing underwriter may require, not to exceed one hundred eighty (each 180) calendar days after the sale of such underwritten securities with respect to a public offering occurring within sixty (60) calendar days of the Listing Event, or ninety (90) calendar days for underwritten public offerings thereafter (or such other period as may be requested by the managing underwriter to comply with regulatory restrictions on (i), ) the publication or other distribution of research reports and (ii) analyst recommendations and (iiiopinions, including, but not limited to, the restrictions contained in Rule 2711(f)(4) above, a “Sale Transaction”)of the Financial Industry Regulatory Authority, or (iv) publicly disclose any successor provisions or amendments thereto); provided, however, that the intention foregoing restrictions shall not apply to enter into any Sale Transactiondisposition or transfer to any affiliate of the Purchaser, commencing on provided that such affiliate agrees in writing to be bound by the date on which terms of the Company gives notice lock-up agreement. Notwithstanding anything to the Participating Holders that a preliminary prospectus has been circulated for such underwritten Public Offering or contrary contained herein, the “pricing” of such offering and continuing to the date that is 90 days following the date restrictions contained herein shall only apply if all other stockholders who then own at least 5% of the final prospectus in capital stock of the case Company, each director and executive officer of the Company, and any other such underwritten Public Offering (each such period, or such shorter period as agreed to person reasonably requested by the managing underwritersunderwriter to execute a customary lock-up agreement, a “Holdback Period”). The Company may impose stop-transfer instructions with respect to any Securities or Other Securities are also subject to the same restrictions set forth in this Section 3(b) until the end of such Holdback Period. Notwithstanding anything herein to the contrary, the Participating Holders shall not be required to agree not to offer, sell, contract to sell or otherwise dispose any Securities or Other Securities (i) to any of their spouses, their descendants (whether by blood or adoption), their descendants’ spouses (including any person married to one of their descendants at the time of such descendant’s death), the descendants of a spouse of their descendant (whether by blood or adoption), their siblings, the descendants of their siblings (whether by blood or adoption), or the estate of any of the foregoing persons; (ii) to charitable foundations, trusts, corporations, partnerships and limited liability companies organized and controlled by the Xxxxxxxx / Xxxxxxxxx Family or Xxxxxxxx Family Investments, Inc.; (iii) to Xxxxxxxx / Xxxxxxxxx Family trusts or other investment vehicles of the Xxxxxxxx / Xxxxxxxxx Family which are for the benefit of any combination of the Persons described in clause (i) or (ii); (iv) by gift so long as such Covered Shares are held by a Xxxxxxxx / Xxxxxxxxx Family charitable foundation or similar entity as of the date thereof and Transferred to a third party charitable foundation or similar entity to satisfy any commitments in respect of, and in an amount not to exceed, any pledges in existence or pending as of the date thereof; (v) in the event of a death during the Lock-Up Period of (w) both Xx. Xxxxxxxx Xxxxxxxx and Xx. Xxxxx Xxxxxxxx, (x) both Xx. Xxxx Xxxxxxxxx and Xx. Xxxxxx Xxxxxxxxx, (y) both Xx. Xxxxxx Xxxxxxx and Mr. Xxxxxxx Xxxxxxx or (z) Xx. Xxxxxxxx Xxxxxxxxx Fiverson, in each case solely to the extent such Transfers are required for liquidity purposes to pay estate taxes that become due under applicable law prior to the expiration of the Lock-Up Period; (vi) so long as (and to the extent) the proceeds of such Transfer are used to pay taxes upon the exercise of any stock options or vesting of any equity compensation awards under the Company’s 2015 Omnibus Incentive Plan or the Company’s 2023 Omnibus Incentive Plan; and (vii) solely with respect to Non-Family Controlled Trust Shares, the Participating Holders may Transfer such Non-Family Controlled Trust Shares to third party trustees of the Non-Family Controlled Trust, and such trustees of the Non-Family Controlled Trust holding shares of Common Equity received in exchange for shares of the Company’s Class B Common Stock, par value $0.001 per share, held within such trust as of the date thereof shall not be subject to the Transfer restrictions set forth in Section 5.6(B)(i) of the Reclassification Agreement; provided that the Participating Holders shall use reasonable best efforts to cause such trustees to comply with the Transfer restrictions set forth in Section 5.6(B)(i) of the Reclassification Agreement with respect to any Non-Family Controlled Trust Sharescontained herein.

Underwriter Lock-Up. In connection with If the Purchaser owns more than 5% of the Common Stock outstanding as of the date of any underwritten Public Offeringpublic offering of securities of the Company, each Participating Holder will enter into any the Purchaser agrees to execute a customary lock-up, holdback or similar agreements requested by up agreement for the underwriter(s) managing such offering, in each case with such modifications and exceptions as may be approved by the Participating Holders. Without limiting the generality benefit of the foregoingunderwriters upon the request of a managing underwriter, each Participating Holder hereby agreeswhich will provide that the Purchaser will not directly or indirectly, in connection with any Demand Registrationoffer, Shelf Offering or Piggyback Registration that is an underwritten Public Offering, not to (i) offerpledge, sell, including any sale pursuant to Rule 144 under the Securities Act, contact to sell, sell any option or contract to purchase, purchase any option or contract to sell, pledge grant any option, right or warrant to purchase or otherwise transfer or dispose of (including sales pursuant to Rule 144), directly or indirectly, any equity securities of the Company (including equity securities of the Company that may be deemed same class as those to be beneficially distributed by the underwriters in such public offering that are owned by such Holder in accordance with the rules Purchaser, and regulations will not effect any sale or distribution of the SEC) (collectively, “Securities”), or any securities, options or rights other securities convertible into or exchangeable or exercisable for Securities securities of such class (in each case, other than as part of such underwritten public offering), whether now owned or hereafter acquired by the Purchaser or with respect to which the Purchaser has or hereafter acquires the power of disposition (collectively, the “Other Lock-Up Securities”), (ii) enter into a transaction which would have or exercise any right with respect to the same effect as described registration of any Lock-Up Securities, or cause to be filed any registration statement in clause (i) aboveconnection therewith, (iii) under the Securities Act, or enter into any swap, hedge swap or any other arrangement agreement or any transaction that transfers, in whole or in part, any directly or indirectly, the economic consequence of ownership of the economic consequences or ownership of any Securities or Other Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of such Securities or Other Securitiesthe securities, in cash or otherwise otherwise, during such period as the managing underwriter may require, not to exceed one hundred eighty (each 180) calendar days after the sale of such underwritten securities with respect to a public offering occurring within sixty (60) calendar days of the Liquidity Event or ninety (90) calendar days for underwritten public offerings thereafter (or such other period as may be requested by the managing underwriter to comply with regulatory restrictions on (i), ) the publication or other distribution of research reports and (ii) analyst recommendations and (iiiopinions, including, but not limited to, the restrictions contained in Rule 2711(f)(4) above, a “Sale Transaction”)of the Financial Industry Regulatory Authority, or (iv) publicly disclose any successor provisions or amendments thereto); provided, however, that the intention foregoing restrictions shall not apply to enter into any Sale Transactiondisposition or transfer to any affiliate of the Purchaser, commencing on provided that such affiliate agrees in writing to be bound by the date on which terms of the Company gives notice lock-up agreement. Notwithstanding anything to the Participating Holders that a preliminary prospectus has been circulated for such underwritten Public Offering or contrary contained herein, the “pricing” of such offering and continuing to the date that is 90 days following the date restrictions contained herein shall only apply if all other stockholders who then own at least 5% of the final prospectus in capital stock of the case Company, each director and executive officer of the Company, and any other such underwritten Public Offering (each such period, or such shorter period as agreed to person reasonably requested by the managing underwritersunderwriter to execute a customary lock-up agreement, a “Holdback Period”). The Company may impose stop-transfer instructions with respect to any Securities or Other Securities are also subject to the same restrictions set forth in this Section 3(b) until the end of such Holdback Period. Notwithstanding anything herein to the contrary, the Participating Holders shall not be required to agree not to offer, sell, contract to sell or otherwise dispose any Securities or Other Securities (i) to any of their spouses, their descendants (whether by blood or adoption), their descendants’ spouses (including any person married to one of their descendants at the time of such descendant’s death), the descendants of a spouse of their descendant (whether by blood or adoption), their siblings, the descendants of their siblings (whether by blood or adoption), or the estate of any of the foregoing persons; (ii) to charitable foundations, trusts, corporations, partnerships and limited liability companies organized and controlled by the Xxxxxxxx / Xxxxxxxxx Family or Xxxxxxxx Family Investments, Inc.; (iii) to Xxxxxxxx / Xxxxxxxxx Family trusts or other investment vehicles of the Xxxxxxxx / Xxxxxxxxx Family which are for the benefit of any combination of the Persons described in clause (i) or (ii); (iv) by gift so long as such Covered Shares are held by a Xxxxxxxx / Xxxxxxxxx Family charitable foundation or similar entity as of the date thereof and Transferred to a third party charitable foundation or similar entity to satisfy any commitments in respect of, and in an amount not to exceed, any pledges in existence or pending as of the date thereof; (v) in the event of a death during the Lock-Up Period of (w) both Xx. Xxxxxxxx Xxxxxxxx and Xx. Xxxxx Xxxxxxxx, (x) both Xx. Xxxx Xxxxxxxxx and Xx. Xxxxxx Xxxxxxxxx, (y) both Xx. Xxxxxx Xxxxxxx and Mr. Xxxxxxx Xxxxxxx or (z) Xx. Xxxxxxxx Xxxxxxxxx Fiverson, in each case solely to the extent such Transfers are required for liquidity purposes to pay estate taxes that become due under applicable law prior to the expiration of the Lock-Up Period; (vi) so long as (and to the extent) the proceeds of such Transfer are used to pay taxes upon the exercise of any stock options or vesting of any equity compensation awards under the Company’s 2015 Omnibus Incentive Plan or the Company’s 2023 Omnibus Incentive Plan; and (vii) solely with respect to Non-Family Controlled Trust Shares, the Participating Holders may Transfer such Non-Family Controlled Trust Shares to third party trustees of the Non-Family Controlled Trust, and such trustees of the Non-Family Controlled Trust holding shares of Common Equity received in exchange for shares of the Company’s Class B Common Stock, par value $0.001 per share, held within such trust as of the date thereof shall not be subject to the Transfer restrictions set forth in Section 5.6(B)(i) of the Reclassification Agreement; provided that the Participating Holders shall use reasonable best efforts to cause such trustees to comply with the Transfer restrictions set forth in Section 5.6(B)(i) of the Reclassification Agreement with respect to any Non-Family Controlled Trust Sharescontained herein.

Underwriter Lock-Up. In connection with If the Purchaser (including its designated affiliates) owns more than 5% of the Common Stock outstanding as of the date of any underwritten Public Offeringpublic offering of securities of the Company, each Participating Holder will enter into any the Purchaser agrees to execute a customary lock-up, holdback or similar agreements requested by up agreement for the underwriter(s) managing such offering, in each case with such modifications and exceptions as may be approved by the Participating Holders. Without limiting the generality benefit of the foregoingunderwriters upon the request of a managing underwriter, each Participating Holder hereby agreeswhich will provide that the Purchaser (and its designated affiliates) will not directly or indirectly, in connection with any Demand Registrationoffer, Shelf Offering or Piggyback Registration that is an underwritten Public Offering, not to (i) offerpledge, sell, including any sale pursuant to Rule 144 under the Securities Act, contact to sell, sell any option or contract to purchase, purchase any option or contract to sell, pledge grant any option, right or warrant to purchase or otherwise transfer or dispose of (including sales pursuant to Rule 144), directly or indirectly, any equity securities of the Company (including equity securities of the Company that may be deemed same class as those to be beneficially distributed by the underwriters in such public offering that are owned by such Holder in accordance with the rules and regulations of the SEC) Purchaser (collectively, “Securities”or its designated affiliates), and will not effect any sale or any securities, options or rights distribution of other securities convertible into or exchangeable or exercisable for Securities securities of such class (in each case, other than as part of such underwritten public offering), whether now owned or hereafter acquired by the Purchaser (or its designated affiliates) or with respect to which the Purchaser (or its designated affiliates) has or hereafter acquires the power of disposition (collectively, the “Other Lock-Up Securities”), (ii) enter into a transaction which would have or exercise any right with respect to the same effect as described registration of any Lock-Up Securities, or cause to be filed any registration statement in clause (i) aboveconnection therewith, (iii) under the Securities Act, or enter into any swap, hedge swap or any other arrangement agreement or any transaction that transfers, in whole or in part, any directly or indirectly, the economic consequence of ownership of the economic consequences or ownership of any Securities or Other Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of such Securities or Other Securitiesthe securities, in cash or otherwise otherwise, during such period as the managing underwriter may require, not to exceed (each 90) calendar days after the sale of such underwritten securities (or such other period as may be requested by the managing underwriter to comply with regulatory restrictions on (i), ) the publication or other distribution of research reports and (ii) analyst recommendations and (iiiopinions, including, but not limited to, the restrictions contained in Rule 2711(f)(4) above, a “Sale Transaction”)of the Financial Industry Regulatory Authority, or (iv) publicly disclose any successor provisions or amendments thereto); provided, however, that the intention foregoing restrictions shall not apply to enter into any Sale Transactiondisposition or transfer to any affiliate of the Purchaser, commencing on provided that such affiliate agrees in writing to be bound by the date on which terms of the Company gives notice lock-up agreement. Notwithstanding anything to the Participating Holders that a preliminary prospectus has been circulated for such underwritten Public Offering or contrary contained herein, the “pricing” of such offering and continuing to the date that is 90 days following the date restrictions contained herein shall only apply if all other stockholders who then own at least 5% of the final prospectus in capital stock of the case Company, each director and executive officer of the Company, and any other such underwritten Public Offering (each such period, or such shorter period as agreed to person reasonably requested by the managing underwritersunderwriter to execute a customary lock-up agreement, a “Holdback Period”). The Company may impose stop-transfer instructions with respect to any Securities or Other Securities are also subject to the same restrictions set forth in this Section 3(b) until the end of such Holdback Period. Notwithstanding anything herein to the contrary, the Participating Holders shall not be required to agree not to offer, sell, contract to sell or otherwise dispose any Securities or Other Securities (i) to any of their spouses, their descendants (whether by blood or adoption), their descendants’ spouses (including any person married to one of their descendants at the time of such descendant’s death), the descendants of a spouse of their descendant (whether by blood or adoption), their siblings, the descendants of their siblings (whether by blood or adoption), or the estate of any of the foregoing persons; (ii) to charitable foundations, trusts, corporations, partnerships and limited liability companies organized and controlled by the Xxxxxxxx / Xxxxxxxxx Family or Xxxxxxxx Family Investments, Inc.; (iii) to Xxxxxxxx / Xxxxxxxxx Family trusts or other investment vehicles of the Xxxxxxxx / Xxxxxxxxx Family which are for the benefit of any combination of the Persons described in clause (i) or (ii); (iv) by gift so long as such Covered Shares are held by a Xxxxxxxx / Xxxxxxxxx Family charitable foundation or similar entity as of the date thereof and Transferred to a third party charitable foundation or similar entity to satisfy any commitments in respect of, and in an amount not to exceed, any pledges in existence or pending as of the date thereof; (v) in the event of a death during the Lock-Up Period of (w) both Xx. Xxxxxxxx Xxxxxxxx and Xx. Xxxxx Xxxxxxxx, (x) both Xx. Xxxx Xxxxxxxxx and Xx. Xxxxxx Xxxxxxxxx, (y) both Xx. Xxxxxx Xxxxxxx and Mr. Xxxxxxx Xxxxxxx or (z) Xx. Xxxxxxxx Xxxxxxxxx Fiverson, in each case solely to the extent such Transfers are required for liquidity purposes to pay estate taxes that become due under applicable law prior to the expiration of the Lock-Up Period; (vi) so long as (and to the extent) the proceeds of such Transfer are used to pay taxes upon the exercise of any stock options or vesting of any equity compensation awards under the Company’s 2015 Omnibus Incentive Plan or the Company’s 2023 Omnibus Incentive Plan; and (vii) solely with respect to Non-Family Controlled Trust Shares, the Participating Holders may Transfer such Non-Family Controlled Trust Shares to third party trustees of the Non-Family Controlled Trust, and such trustees of the Non-Family Controlled Trust holding shares of Common Equity received in exchange for shares of the Company’s Class B Common Stock, par value $0.001 per share, held within such trust as of the date thereof shall not be subject to the Transfer restrictions set forth in Section 5.6(B)(i) of the Reclassification Agreement; provided that the Participating Holders shall use reasonable best efforts to cause such trustees to comply with the Transfer restrictions set forth in Section 5.6(B)(i) of the Reclassification Agreement with respect to any Non-Family Controlled Trust Sharescontained herein.