Common use of Lockup Clause in Contracts

Lockup. In connection with any underwritten public offering of securities of the Company, each Holder (other than ▇▇. ▇▇▇▇▇▇ and Messrs. ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ and each of their Permitted Transferees, unless participating in such underwritten public offering) agrees (a “Lock-Up Agreement”) not to effect any sale or distribution, including any sale pursuant to Rule 144, of any Registrable Securities, and not to effect any sale or distribution of other securities of the Company or of any securities convertible into or exchangeable or exercisable for any other securities of the Company (in each case, other than as part of such underwritten public offering), in each case, during the seven (7) calendar days prior to, and during such period as the managing underwriter may require (not to exceed ninety (90) calendar days) (or such other period as may be requested by the Company or the managing underwriter to comply with regulatory restrictions on (a) the publication or other distribution of research reports and (b) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4), or any successor provisions or amendments thereto) beginning on, the closing date of the sale of such securities pursuant to such an effective registration statement, except as part of such registration; provided that all executive officers and directors of the Company (other than, to the extent applicable, ▇▇. ▇▇▇▇▇▇ and Messrs. ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇) are bound by and have entered into substantially similar Lock-Up Agreements; and provided further that the foregoing provisions shall only be applicable to such Holders if all such Holders, officers and directors are treated similarly with respect to any release prior to the termination of the lock-up period such that if any such persons are released, then all Holders shall also be released to the same extent on a pro rata basis.

Lockup. In connection with any underwritten public offering of securities of the Company, each Holder (other than the Grenadier Holders, ▇▇. ▇▇▇▇▇▇ and Messrs. ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ and each of their Permitted Transferees, unless participating in such underwritten public offering) agrees (a “Lock-Up Agreement”) not to effect any sale or distribution, including any sale pursuant to Rule 144, of any Registrable Securities, and not to effect any sale or distribution of other securities of the Company or of any securities convertible into or exchangeable or exercisable for any other securities of the Company (in each case, other than as part of such underwritten public offering), in each case, during the seven (7) calendar days prior to, and during such period as the managing underwriter may require (not to exceed ninety (90) calendar days) (or such other period as may be requested by the Company or the managing underwriter to comply with regulatory restrictions on (a) the publication or other distribution of research reports and (b) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4), or any successor provisions or amendments thereto)) beginning on, the closing date of the sale of such securities pursuant to such an effective registration statement, except as part of such registration; provided that all executive officers and directors of the Company (other than, to the extent applicable, ▇▇. ▇▇▇▇▇▇ and Messrs. ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇) are bound by and have entered into substantially similar Lock-Up Agreements; and provided further that the foregoing provisions shall only be applicable to such Holders if all such Holders, officers and directors are treated similarly with respect to any release prior to the termination of the lock-up period such that if any such persons are released, then all Holders shall also be released to the same extent on a pro rata basis.

Lockup. In connection with any underwritten public offering of securities of the CompanyPubCo, each Holder (other than ▇▇. ▇▇▇▇▇▇ and Messrs. ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ and each of their Permitted Transferees, unless participating in such underwritten public offering) agrees (a “Lock-Up Agreement”) not to effect any sale or distribution, including any sale pursuant to Rule 144, of any Registrable SecuritiesShares, and not to effect any sale or distribution of other securities of the Company PubCo or of any securities convertible into or exchangeable or exercisable for any other securities of the Company PubCo (in each case, other than as part of such underwritten public offering), in each case, during the seven (7) calendar days prior to, and during such period as the managing underwriter may require (not to exceed ninety (90) 90 calendar days) (or such other period as may be requested by the Company or the managing underwriter to comply with regulatory restrictions on (ai) the publication or other distribution of research reports and (bii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4), or any successor provisions or amendments thereto)) beginning on, the closing date of the sale of such securities pursuant to such an effective registration statement, except as part of such registration; provided that all executive officers and directors of the Company (other than, to the extent applicable, ▇▇. ▇▇▇▇▇▇ and Messrs. ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇) PubCo are bound by and have entered into substantially similar Lock-Up Agreements; and provided further that the foregoing provisions shall only be applicable to such Holders if all such Holders, officers and directors are treated similarly with respect to any release prior to the termination of the lock-up period such that if any such persons Holders, officers and directors are released, then all Holders shall also be released to the same extent on a pro rata basis. In the event that all or any portion of the provisions of this Section ‎6.5 is waived with respect to the Sponsor, such provisions of this Section ‎6.5 shall also be waived with respect to all such Holders. Each Holder agrees to execute a customary Lock-Up Agreement in favor of the underwriters to such effect (in such case on substantially the same terms as all such Holders).

Lockup. In connection with any underwritten public offering of securities of the CompanyHoldco, each Holder (other than ▇▇. ▇▇▇▇▇▇ and Messrs. ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ and each of their Permitted Transferees, unless participating in such underwritten public offering) agrees (a “Lock-Up Agreement”) not to effect any sale or distribution, including any sale pursuant to Rule 144, of any Registrable SecuritiesShares, and not to effect any sale or distribution of other securities of the Company Holdco or of any securities convertible into or exchangeable or exercisable for any other securities of the Company Holdco (in each case, other than as part of such underwritten public offering), in each case, during the seven (7) calendar days prior to, and during such period as the managing underwriter may require (not to exceed ninety (90) 90 calendar days) (or such other period as may be requested by the Company or the managing underwriter to comply with regulatory restrictions on (ai) the publication or other distribution of research reports and (bii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4), or any successor provisions or amendments thereto) beginning on, the closing date of the sale of such securities pursuant to such an effective registration statement, except as part of such registration; provided that all executive officers and directors of the Company (other than, to the extent applicable, ▇▇. ▇▇▇▇▇▇ and Messrs. ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇) Holdco are bound by and have entered into substantially similar Lock-Up Agreements; and provided further that the foregoing provisions shall only be applicable to such Holders if all such Holders, officers and directors are treated similarly with respect to any release prior to the termination of the lock-up period such that if any such persons Holders, officers and directors are released, then all Holders shall also be released to the same extent on a pro rata basis. In the event that all or any portion of the provisions of this Section ‎5.05 is waived with respect to the Sponsor, such provisions of this Section ‎5.05 shall also be waived with respect to all such Holders. Each Holder agrees to execute a customary Lock-Up Agreement in favor of the underwriters to such effect (in such case on substantially the same terms as all such Holders).

Lockup. In connection with any underwritten public offering of securities of the CompanyPubco, each Holder (other than ▇▇. ▇▇▇▇▇▇ and Messrs. ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ and each of their Permitted Transferees, unless participating in such underwritten public offering) agrees (a “Lock-Up Agreement”) not to effect any sale or distribution, including any sale pursuant to Rule 144, of any Registrable SecuritiesShares, and not to effect any sale or distribution of other securities of the Company Pubco or of any securities convertible into or exchangeable or exercisable for any other securities of the Company Pubco (in each case, other than as part of such underwritten public offering), in each case, during the seven (7) calendar days prior to, and during such period as the managing underwriter may require (not to exceed ninety (90) calendar days) (or such other period as may be requested by the Company Pubco or the managing underwriter to comply with regulatory restrictions on (ai) the publication or other distribution of research reports and (bii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4), or any successor provisions or amendments thereto)) beginning on, the closing date of the sale of such securities pursuant to such an effective registration statement, except as part of such registration; provided that all executive officers and directors of the Company (other than, to the extent applicable, ▇▇. ▇▇▇▇▇▇ and Messrs. ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇) Pubco are bound by and have entered into substantially similar Lock-Up Agreements; and provided further that the foregoing provisions shall only be applicable to such Holders if all such Holders, officers and directors are treated similarly with respect to any release prior to the termination of the lock-up period such that if any such persons Holders, officers and directors are released, then all Holders shall also be released to the same extent on a pro rata basis. In the event that all or any portion of the provisions of this Section ‎6.5 is waived with respect to the Sponsor, such provisions of this Section ‎6.5 shall also be waived with respect to all such Holders.

Lockup. In Subject to Section 11.16, in connection with any underwritten public offering of securities of the Company, each Holder (other than ▇▇. ▇▇▇▇▇▇ and Messrs. ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ and each of their Permitted Transferees, unless participating in such underwritten public offeringthe Initial Holders) agrees (a “Lock-Up Agreement”) not to effect any sale or distribution, including any sale pursuant to Rule 144, of any Registrable SecuritiesShares, and not to effect any sale or distribution of other securities of the Company or of any securities convertible into or exchangeable or exercisable for any other securities of the Company (in each case, other than as part of such underwritten public offering), in each case, during the seven (7) calendar days prior to, and during such period as the managing underwriter may require (not to exceed ninety (90) calendar days) (or such other period as may be requested by the Company or the managing underwriter to comply with regulatory restrictions on (ai) the publication or other distribution of research reports and (bii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4), or any successor provisions or amendments thereto)) beginning on, the closing date of the sale of such securities pursuant to such an effective registration statement, except as part of such registration; provided that all executive officers and directors of the Company (other than, to the extent applicable, ▇▇. ▇▇▇▇▇▇ and Messrs. ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇) are bound by and have entered into substantially similar Lock-Up Agreements; and provided further that the foregoing provisions shall only be applicable to such Holders if all such Holders, officers and directors are treated similarly with respect to any release prior to the termination of the lock-up period such that if any such persons are released, then all Holders shall also be released to the same extent on a pro rata basis. In the event that all or any portion of the provisions of this Section 6.5 are waived with respect to any of Pace Sponsor, Pace Governance, KP or the Accel Founders, such provisions of this Section 6.5 shall also be waived with respect to all Holders.

Lockup. In connection with any underwritten public offering of securities of the Company, each Holder (other than ▇▇. ▇▇▇▇▇▇ and Messrs. ▇▇▇▇▇▇▇▇▇▇ Djerejian, Leat and ▇▇▇▇▇▇ and each of their Permitted Transferees, unless participating in such underwritten public offering) agrees (a “Lock-Up Agreement”) not to effect any sale or distribution, including any sale pursuant to Rule 144, of any Registrable SecuritiesShares, and not to effect any sale or distribution of other securities of the Company or of any securities convertible into or exchangeable or exercisable for any other securities of the Company (in each case, other than as part of such underwritten public offering), in each case, during the seven (7) calendar days prior to, and during such period as the managing underwriter may require (not to exceed ninety (90) calendar days) (or such other period as may be requested by the Company or the managing underwriter to comply with regulatory restrictions on (ai) the publication or other distribution of research reports and (bii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4), or any successor provisions or amendments thereto)) beginning on, the closing date of the sale of such securities pursuant to such an effective registration statement, except as part of such registration; provided that all executive officers and directors of the Company (other than, to the extent applicable, ▇▇. ▇▇▇▇▇▇ and Messrs. ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇) are bound by and have entered into substantially similar Lock-Up Agreements; and provided further that the foregoing provisions shall only be applicable to such Holders if all such Holders, officers and directors are treated similarly with respect to any release prior to the termination of the lock-up period such that if any such persons are released, then all Holders shall also be released to the same extent on a pro rata basis. In the event that all or any portion of the provisions of this Section 6.5 is waived with respect to EnerVest or TPG, such provisions of this Section 6.5 shall also be waived with respect to all such Holders.

Lockup. In connection with any underwritten public offering of securities of the Company, each Holder (other than ▇▇. ▇▇▇▇▇▇ and Messrs. ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ (except to the extent they are current directors of the Company) and each of their Permitted Transferees, unless participating in such underwritten public offering) agrees (a “Lock-Up Agreement”) not to effect any sale or distribution, including any sale pursuant to Rule 144, of any Registrable Securities, and not to effect any sale or distribution of other securities of the Company or of any securities convertible into or exchangeable or exercisable for any other securities of the Company (in each case, other than as part of such underwritten public offering), in each case, during the seven (7) calendar days prior to, and during such period as the managing underwriter may require (not to exceed ninety (90) calendar days) (or such other period as may be requested by the Company or the managing underwriter to comply with regulatory restrictions on (a) the publication or other distribution of research reports and (b) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4), or any successor provisions or amendments thereto) beginning on, the closing date of the sale of such securities pursuant to such an effective registration statement, except as part of such registration; provided that all executive officers and directors of the Company (other than, to the extent applicable, ▇▇. ▇▇▇▇▇▇ and Messrs. ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇) are bound by and have entered into substantially similar Lock-Up Agreements; and provided further that the foregoing provisions shall only be applicable to such Holders if all such Holders, officers and directors are treated similarly with respect to any release prior to the termination of the lock-up period such that if any such persons are released, then all Holders shall also be released to the same extent on a pro rata basis.

Lockup. In connection with any underwritten public offering of securities of the CompanyPubCo, each Holder (other than ▇▇. ▇▇▇▇▇▇ and Messrs. ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ and each of their Permitted Transferees, unless participating in such underwritten public offering) agrees (a “Lock-Up Agreement”) not to effect any sale or distribution, including any sale pursuant to Rule 144, of any Registrable SecuritiesShares, and not to effect any sale or distribution of other securities of the Company PubCo or of any securities convertible into or exchangeable or exercisable for any other securities of the Company PubCo (in each case, other than as part of such underwritten public offering), in each case, during the seven (7) calendar days prior to, and during such period as the managing underwriter may require (not to exceed ninety (90) 90 calendar days) (or such other period as may be requested by the Company or the managing underwriter to comply with regulatory restrictions on (ai) the publication or other distribution of research reports and (bii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4), or any successor provisions or amendments thereto)) beginning on, the closing date of the sale of such securities pursuant to such an effective registration statement, except as part of such registration; provided that all executive officers and directors of the Company (other than, to the extent applicable, ▇▇. ▇▇▇▇▇▇ and Messrs. ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇) PubCo are bound by and have entered into substantially similar Lock-Up Agreements; and provided further that the foregoing provisions shall only be applicable to such Holders if all such Holders, officers and directors are treated similarly with respect to any release prior to the termination of the lock-up period such that if any such persons Holders, officers and directors are released, then all Holders shall also be released to the same extent on a pro rata basis. In the event that all or any portion of the provisions of this Section 6.5 is waived with respect to the Sponsor, such provisions of this Section 6.5 shall also be waived with respect to all such Holders. Each Holder agrees to execute a customary Lock-Up Agreement in favor of the underwriters to such effect (in such case on substantially the same terms as all such Holders).

Lockup. In Subject to Section 11.16, in connection with any underwritten public offering of securities of the Company, each Holder (other than ▇▇. ▇▇▇▇▇▇ and Messrs. ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ and each of their Permitted Transferees, unless participating in such underwritten public offeringthe Initial Holders) agrees (a “Lock-Up Agreement”) not to effect any sale or distribution, including any sale pursuant to Rule 144, of any Registrable SecuritiesShares, and not to effect any sale or distribution of other securities of the Company or of any securities convertible into or exchangeable or exercisable for any other securities of the Company (in each case, other than as part of such underwritten public offering), in each case, during the seven (7) calendar days prior to, and during such period as the managing underwriter may require (not to exceed ninety (90) calendar days) (or such other period as may be requested by the Company or the managing underwriter to comply with regulatory restrictions on (ai) the publication or other distribution of research reports and (bii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4), or any successor provisions or amendments thereto)) beginning on, the closing date of the sale of such securities pursuant to such an effective registration statement, except as part of such registration; provided that all executive officers and directors of the Company (other than, to the extent applicable, ▇▇. ▇▇▇▇▇▇ and Messrs. ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇) are bound by and have entered into substantially similar Lock-Up Agreements; and provided further that the foregoing provisions shall only be applicable to such Holders if all such Holders, officers and directors are treated similarly with respect to any release prior to the termination of the lock-up period such that if any such persons are released, then all Holders shall also be released to the same extent on a pro rata basis. In the event that all or any portion of the provisions of this Section 6.5 are waived with respect to any of Pace Sponsor, Pace Governance, ▇▇▇▇▇▇▇▇ Capital or the Accel Founders, such provisions of this Section 6.5 shall also be waived with respect to all such Holders.

Lockup. In connection Except with any underwritten respect to Registrable Securities permitted to be Registered in the initial public offering, each Shareholder agrees that, upon request by the underwriters managing the initial public offering of securities of the Company’s securities, each such Holder will enter into a customary lockup agreement with the underwriters under which such Holder (individually the “Lockup Shareholder”, and collectively, the “Lockup Shareholders”) shall agree, without the prior written consent of such underwriters, not to sell or otherwise transfer or dispose of any Series A Shares or Ordinary Shares issued upon conversion of such Series A Shares (other than ▇▇. ▇▇▇▇▇▇ those permitted to be included in the registration and Messrs. ▇▇▇▇▇▇▇▇▇▇ other transfers to Affiliates permitted by law) for a period of time specified by such underwriters no greater than one hundred and ▇▇▇▇▇▇ and each of their Permitted Transferees, unless participating in such underwritten public offeringeighty (180) agrees (a “Lock-Up Agreement”) not to effect any sale or distribution, including any sale pursuant to Rule 144, of any Registrable Securities, and not to effect any sale or distribution of other securities days from the effective date of the Company registration statement covering such initial public offering or of any securities convertible into or exchangeable or exercisable for any other securities of the Company (in each case, other than as part pricing date of such underwritten public offering), in each case, during the seven (7) calendar days prior to, and during such period as the managing underwriter may require (not to exceed ninety (90) calendar days) (or such other period offering as may be requested by the Company or the managing underwriter to comply with regulatory restrictions on (a) the publication or other distribution of research reports and (b) analyst recommendations and opinionsunderwriters, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4), or any successor provisions or amendments thereto) beginning on, the closing date of the sale of such securities pursuant to such an effective registration statement, except as part of such registration; provided that all executive each of directors, officers and directors holders of Ordinary Shares of the Company signs substantially identical lockup agreements. Notwithstanding the foregoing, (other than, i) each Lockup Shareholder shall be released from the lockup to the extent applicablethat any other Lockup Shareholders are released; and (ii) each Lockup Shareholder may engage in private transfers of the securities to Affiliates, ▇▇. ▇▇▇▇▇▇ and Messrs. ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇) are provided such Affiliates enter into the same lockup agreement with such underwriters or agree in writing to be bound by the lockup agreements signed between the Lockup Shareholders and the underwriters. As used in this Agreement, “Affiliate” or “Affiliates” shall have entered into substantially similar Lock-Up Agreements; and provided further that the foregoing provisions shall only be applicable to such Holders if all such Holders, officers and directors are treated similarly with respect to any release prior to meaning given in Rule 405 promulgated under the termination of the lock-up period such that if any such persons are released, then all Holders shall also be released to the same extent on a pro rata basisSecurities Act.

Lockup. In connection with any underwritten public offering of securities of the CompanyPubco, each Holder (other than ▇▇. ▇▇▇▇▇▇ and Messrs. ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ and each of their Permitted Transferees, unless participating in such underwritten public offering) agrees (a “Lock-Up Agreement”) not to effect any sale or distribution, including any sale pursuant to Rule 144, of any Registrable SecuritiesShares, and not to effect any sale or distribution of other securities of the Company Pubco or of any securities convertible into or exchangeable or exercisable for any other securities of the Company Pubco (in each case, other than as part of such underwritten public offering), in each case, during the seven (7) calendar days prior to, and during such period as the managing underwriter may require (not to exceed ninety (90) calendar days) (or such other period as may be requested by the Company Pubco or the managing underwriter to comply with regulatory restrictions on (ai) the publication or other distribution of research reports and (bii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4), or any successor provisions or amendments thereto)) beginning on, the closing date of the sale of such securities pursuant to such an effective registration statement, except as part of such registration; provided that all executive officers and directors of the Company (other than, to the extent applicable, ▇▇. ▇▇▇▇▇▇ and Messrs. ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇) Pubco are bound by and have entered into substantially similar Lock-Up Agreements; and provided further that the foregoing provisions shall only be applicable to such Holders if all such Holders, officers and directors are treated similarly with respect to any release prior to the termination of the lock-up period such that if any such persons Holders, officers and directors are released, then all Holders shall also be released to the same extent on a pro rata basis. In the event that all or any portion of the provisions of this Section 6.5 is waived with respect to the Sponsor, such provisions of this Section 6.5 shall also be waived with respect to all such Holders.