Common use of Other Restrictions on Transfer Clause in Contracts

Other Restrictions on Transfer. Notwithstanding anything in this Agreement to the contrary, starting immediately after the pricing of a Public Offering (as defined in the Laureate Certificate of Designations) and continuing, until the earlier of (x) the date on which the Initial Follow-on Public Offering (as defined in the Laureate Certificate of Designations) is consummated pursuant to the Laureate Certificate of Designations and the Preferred Investor Registration Rights Agreement or (y) if then converted, the date which is 120 days (or if a registration is suspended, postponed or otherwise not available pursuant to the terms of the Preferred Investor Registration Rights Agreement, then an additional number of days equal to the length of such suspension, postponement or lack of availability) after the date on which an amount of Conversion Stock (as defined in the Laureate Certificate of Designations) equal to or more than the Priority Amount (as defined in the Laureate Certificate of Designations) has been registered pursuant to an effective registration statement in accordance with the terms of the Preferred Investor Registration Rights Agreement, or if earlier, the date on which at least the Priority Amount under such registration statement has been sold, no Securityholder or Investor shall offer, sell or otherwise Transfer (as defined in the Preferred Stockholders Agreement), either directly or indirectly, or agree to offer, sell or otherwise Transfer, either directly or indirectly, any of such Person’s Securities, including pursuant to a Registration Statement (as defined in the Certificate of Designations) or in a Public Offering; provided, that this Section 4.3 shall not apply to Transfers (as defined in the Preferred Stockholders Agreement) with respect to ▇▇▇▇▇▇ Excluded Securities (as defined in the Preferred Stockholders Agreement). Notwithstanding anything in this Agreement to the contrary, this