Common use of Lock-Up Periods Clause in Contracts

Lock-Up Periods. In connection with any underwritten public offering of Common Stock and to the extent requested by the managing underwriter of such offering, the Parent shall not be obliged to deliver Conversion Shares to any Holder that has exercised its option to convert its Notes for Common Stock in accordance with this Article XII during any Lockup Period (as defined below) until the first Business Day after such Lockup Period. A “Lockup Period” for a given offering shall begin on the first day of the “Road Show” for such offering (as defined in Rule 433 of the Securities Act) and shall end 90 days (or, in the case of the Parent’s initial public offering, 180 days) after the pricing date for such offering; provided, that in no case shall a Lockup Period for a given offering end later than the end of a similar lockup period agreed to by any holder of 1% or more of the Common Stock or any officer or director of the Parent; provided, further, that in the event that any officer or director of the Parent or holder of 1% or more of the Common Stock does not sign a lockup agreement with the managing underwriter of a given offering, then there shall be no Lockup Period in effect for such offering pursuant to this Section 12.6. The Parent shall give the Conversion Agent notice of the commencement of any Lock Up Period.

Lock-Up Periods. In connection with any underwritten public offering of Common Stock and to the extent requested by the managing underwriter of such offering, the Parent shall not be obliged to deliver Conversion Shares to any Holder that has exercised its option to convert its Notes for Common Stock in accordance with this Article XII during any Lockup Period (as defined below) until the first Business Day after such Lockup Period. A “Lockup Period” for a given offering shall begin on the first day of the “Road Show” for such offering (as defined in Rule 433 of the Securities Act) and shall end 90 days (or, in the case of the Parent’s initial public offering, 180 days) after the pricing date for such offering; provided, that in no case shall a Lockup Period for a given offering end later than the end of a similar lockup period agreed to by any holder of 1% or more of the Common Stock or any officer or director of the Parent; provided, further, that in the event that any officer or director of the Parent or holder of 1% or more of the Common Stock does not sign a lockup agreement with the managing underwriter of a given offering, then there shall be no Lockup Period in effect for such offering pursuant to this Section 12.6. The Parent shall give the Conversion Agent notice of the commencement of any Lock Up Period.