Common use of Lock-in Period Clause in Contracts

Lock-in Period. During the five (5) year period immediately following the Contribution Closing (the “Lock-in Period”), the Members and their Subsidiaries and Parent Entities shall not Transfer or solicit any Transfer of any JV Securities without the prior written consent of the non-transferring Class B Members, which, during the first three (3) years of the Lock-in Period, can be withheld in any such Class B Member’s sole discretion and, during the last two (2) years of the Lock-in Period, cannot be unreasonably withheld. After the expiration of the Lock-In Period, the Members and their Subsidiaries may, subject to the restrictions on Transfer contained in this Article 4, Transfer all or any portion of their JV Securities to a Third Party without the necessity of obtaining the prior written consent of each of the Class B Member(s). Furthermore, under no circumstances shall a Class B Member Transfer its JV Securities during the pendency of a Contribution Breach by such Class B Member.