Common use of Restrictions on Public Sale Clause in Contracts

Restrictions on Public Sale. (a) If requested by the sole Underwriter or lead managing Underwriter(s) in an Underwritten Offering, the Company agrees not to effect any public sale or distribution (other than, in the case of the Company, public sales or distributions solely by and for the account of the Company of securities issued pursuant to any employee benefit or similar plan or any dividend reinvestment plan) of any equity or equity-linked securities during the period commencing on the date the Company receives a Request from any Holder and continuing until 180 days after the commencement of any Initial Public Offering, Qualified IPO or other Underwritten Offering (or for such shorter period as the sole or lead managing Underwriter shall request) unless earlier terminated by the sole Underwriter or lead managing Underwriter(s) in such Underwritten Offering. (b) If requested by the sole Underwriter or lead managing Underwriter(s) in an Underwritten Offering, the Holders shall not sell or otherwise transfer or dispose of any shares of Common Stock (or other securities) of the Company held by the Holders (other than those included in the registration) during the fourteen (14) day period prior to and the one hundred eighty (180) day period following the effective date (including such effective date), of an Initial Public Offering, Qualified IPO (including such effective date) or any other offering, or in the case of a registration pursuant to Rule 415 of the Securities Act (or any similar rule then in force), the 180 day period following the date of any underwritten take-down, or in either case such shorter period as the sole Underwriter or lead managing Underwriter(s) may request, of a registration statement of the Company filed under the Securities Act, provided that the obligations described in this Section 3(b) shall not apply to a registration relating solely to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or Rule 145 (or any similar rule then in force) or similar transaction. The Company may impose stop-transfer instructions with respect to the Common Stock (or other securities) subject to the foregoing restriction until the end of said one hundred eighty (180) day period. Any agreement entered into after the date of this Agreement pursuant to which the Company issues or agrees to issue any privately placed Common Stock or other securities shall contain a provision under which holders of such securities agree not to effect any sale or distribution of any such securities during the period referred to in the first sentence of this Section 3(b), including any sale pursuant to Rule 144 under the Securities Act (or any similar rule then in force) (except as part of such registration, if permitted).

Restrictions on Public Sale. (a) If requested by the sole Underwriter or lead managing Underwriter(s) in an Underwritten Offering, the Company agrees (i) not to effect any public sale or distribution (other than, in the case of the Company, public sales or distributions solely by and for the account of the Company of securities issued pursuant to any employee benefit or similar plan or any dividend reinvestment plan) of any equity or equity-linked securities during the period commencing on the date the Company receives a Request from any Holder and continuing until 180 90 days after the commencement of any Initial Public Offering, Qualified IPO or other Underwritten Offering (or for such shorter period as the sole or lead managing Underwriter shall request) unless earlier terminated by the sole Underwriter or lead managing Underwriter(s) in such Underwritten Offering. (b) If requested by the sole Underwriter or lead managing Underwriter(s) in an Underwritten Offering, the Holders shall not sell or otherwise transfer Transfer or dispose of any shares Units of Common Stock Nalco LLC or Shares (or other securities) of the Company held by the Holders (other than those included in the registration) during the fourteen (14) day period prior to and the one hundred eighty (180) day period following the effective date (including such effective date), ) of an Initial Public Offering, Qualified IPO (including such effective date) Offering or any other offering, or in the case of a registration pursuant to Rule 415 of the Securities Act (or any similar rule then in force), the 180 day period following the date of any underwritten take-down, or in either case such shorter period as the sole Underwriter or lead managing Underwriter(s) may request, of a registration statement of the Company filed under the Securities Act, provided that the obligations described in this Section 3(b) shall not apply to a registration relating solely to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or Rule 145 (or any similar rule then in force) or similar transaction. The Company and/or Nalco LLC may impose stop-transfer instructions with respect to the Common Stock Units or Shares (or other securities) subject to the foregoing restriction until during the end of said one hundred eighty (180) day periodapplicable time periods. Any agreement entered into after the date of this Agreement pursuant to which the Company issues or agrees to issue any privately placed Common Stock Shares or other securities shall contain a provision under which holders of such securities agree not to effect any sale or distribution of any such securities during the period referred to in the first sentence of this Section 3(b), including any sale pursuant to Rule 144 under the Securities Act (or any similar rule then in force) (except as part of such registration, if permitted).

Restrictions on Public Sale. (a) If requested by the sole Underwriter or lead managing Underwriter(s) in an Underwritten Offering, the Company agrees not to effect any public sale or distribution (other than, in the case of the Company, public sales or distributions solely by and for the account of the Company of securities issued pursuant to any employee benefit or similar plan or any dividend reinvestment plan) of any Securities (or equity or equity-linked securities securities) during the period commencing on the date the Company receives a Request from any Holder and continuing until 180 one hundred eighty (180) days after the commencement effective date of any Initial Public Offering, Qualified IPO or other Underwritten Offering (or for such shorter period as the sole or lead managing Underwriter shall request) unless earlier terminated by the sole Underwriter or lead managing Underwriter(s) in such Underwritten Offering; provided however, that in the case of a Shelf Registration pursuant to Rule 415 of the Securities Act (or any similar rule then in force), the provisions set forth in this Section 3(a) shall only apply for the period commencing on the date of any underwritten take-down and continuing until one hundred and eighty (180) days following the date of such underwritten take-down (or for such shorter period as the sole or lead managing Underwriter shall request) unless earlier terminated by the sole Underwriter or lead managing Underwriter(s) in such underwritten take-down. (b) If requested by the sole Underwriter or lead managing Underwriter(s) in an Underwritten Offering, the Holders shall not sell or otherwise transfer or dispose of any shares of Common Stock Securities (or other equity or equity-linked securities) of the Company held by the Holders (other than those included in the registration) during the fourteen (14) day period prior to and the one hundred eighty (180) day period following the effective date (including such effective date), of an Initial Public Offering, Qualified IPO (including such effective date) or any other offering, or in the case of a registration Shelf Registration pursuant to Rule 415 of the Securities Act (or any similar rule then in force), the 180 day period following the date of any underwritten take-down, or in either case such shorter period as the sole Underwriter or lead managing Underwriter(s) may request, of a registration statement of the Company filed under the Securities Act, provided that the obligations described in this Section 3(b) shall not apply to a registration relating solely to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or Rule 145 (or any similar rule then in force) or similar transaction. The Company may impose stop-transfer instructions with respect to the Common Stock Securities (or other equity or equity-linked securities) subject to the foregoing restriction until the end of said one hundred eighty (180) day period. Any agreement entered into after the date of this Agreement applicable period pursuant to which the Company issues or agrees to issue any privately placed Common Stock or other securities shall contain a provision under which holders of such securities agree not to effect any sale or distribution of any such securities during the period referred to in the first sentence of this Section 3(b), including any sale pursuant to Rule 144 under the Securities Act (or any similar rule then in force) (except as part of such registration, if permitted).

Restrictions on Public Sale. (a) If requested by the sole Underwriter or lead managing Underwriter(s) in an Underwritten Offering, the Company agrees not to effect any public sale or distribution (other than, in the case of the Company, public sales or distributions solely by and for the account of the Company of securities issued pursuant to any employee benefit or similar plan or any dividend reinvestment plan) of any Shares (or equity or equity-linked securities securities) during the period commencing on the date the Company receives a Request from any Holder and continuing until 180 one hundred eighty (180) days after the commencement effective date of any Initial Public OfferingIPO, Qualified IPO or other Underwritten Offering (or for such shorter period as the sole or lead managing Underwriter shall request) unless earlier terminated by the sole Underwriter or lead managing Underwriter(s) in such Underwritten Offering. (b) If requested by the sole Underwriter or lead managing Underwriter(s) in an Underwritten Offering, the Holders shall not sell or otherwise transfer or dispose of any shares of Common Stock Shares (or other equity or equity-linked securities) of the Company held by the Holders (other than those included in the registration) during the fourteen (14) day period prior to and the one hundred eighty (180) day period following the effective date (including such effective date), of an Initial Public OfferingIPO, Qualified IPO (including such effective date) or any other offering, or in the case of a registration Shelf Registration pursuant to Rule 415 of the Securities Act (or any similar rule then in force), the 180 day period following the date of any underwritten take-down, or in either case such shorter period as the sole Underwriter or lead managing Underwriter(s) may request, of a registration statement of the Company filed under the Securities Act, provided that the obligations described in this Section 3(b) shall not apply to a registration relating solely to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or Rule 145 (or any similar rule then in force) or similar transaction. The Company may impose stop-transfer instructions with respect to the Common Stock Shares (or other equity or equity-linked securities) subject to the foregoing restriction until the end of said one hundred eighty the applicable period pursuant to the first sentence of this Section 3(b). Notwithstanding the foregoing, if any Holder (180other than a Management Member who is not a Senior Management Member) day periodis released from the Underwriters' restriction on the sale or transfer of Shares (or equity or equity-linked securities) of the Company held by such Holder, all other Holders subject to such restriction shall also be released to the same extent (based on the percentage of all Shares of such Holder subject to such Underwriters' restriction that were released from such restriction). Any agreement entered into after the date of this Agreement pursuant to which the Company issues or agrees to issue any privately placed Common Stock Shares or other securities shall contain a provision under which holders of such securities agree not to effect any sale or distribution of any such securities during the period referred to in the first sentence of this Section 3(b), including any sale pursuant to Rule 144 under the Securities Act (or any similar rule then in force) (except as part of such registration, if permitted).

Restrictions on Public Sale. (a) If requested Notwithstanding any registration rights set forth in this Agreement, upon written notice by the sole Underwriter Company to the Investors, the Investors shall, in the event (x) the Company is issuing equity securities with an aggregate fair market value of at least $50,000,000 to the public, or lead (y) any Qualifying Other Holder is proposing to sell Common Shares with an aggregate fair market value of at least $50,000,000, in each case in an underwritten offering, and, if requested in writing by the managing Underwriter(sunderwriter or underwriters for such underwritten offering, not effect (and sign a written commitment to the underwriter(s) (a “Lock-up Commitment”) to not effect) any public sale or distribution of Eligible Securities or any securities convertible into or exchangeable or exercisable for such Eligible Securities, including a sale pursuant to Rule 144 (or any similar provision then in force) under the Securities Act, for a period commencing on the seventh (7th) day prior to the date such underwritten offering commences (such offering being deemed to commence for this purpose on the later of the effective date for the registration statement for such offering or, if applicable, the date of the prospectus supplement for such offering) or, if later, the date of such written request of the underwriter(s), and ending ninety (90) days after the closing of such underwritten offering, so long as the managing underwriter or underwriters obtains a written commitment of each Company trustee and executive officer and each Qualifying Other Holder to agree to the same restrictions; provided, however, that such restrictions shall not apply to any distributions-in-kind to an Investor’s partners or members. Any notice delivered to the Investors pursuant to this Section 6.1(a) (an “Underwritten Offering Notice”) shall be delivered not less than five (5) business days prior to the date of the underwriting agreement for such offering. The Company shall not deliver more than two (2) Underwritten Offering Notices pursuant to clause (x) of Section 6.1(a) in any twelve (12) consecutive month period. (b) In the event of a sale of Common Shares by the Investors in an Underwritten Offeringunderwritten offering pursuant to Section 4.2, if requested in writing by the managing underwriter or underwriters for such underwritten offering, the Company agrees shall use reasonable best efforts to cause its trustees and executive officers and each Qualifying Other Holder to sign a Lock-Up Commitment to the underwriter(s) to not to effect any public sale or distribution (other than, in the case of the Company, public sales or distributions solely by and for the account of the Company of securities issued pursuant to any employee benefit or similar plan Common Shares or any dividend reinvestment plan) of any equity securities convertible into or equity-linked securities during the period commencing on the date the Company receives exchangeable or exercisable for Common Shares, including a Request from any Holder and continuing until 180 days after the commencement of any Initial Public Offering, Qualified IPO or other Underwritten Offering (or for such shorter period as the sole or lead managing Underwriter shall request) unless earlier terminated by the sole Underwriter or lead managing Underwriter(s) in such Underwritten Offering. (b) If requested by the sole Underwriter or lead managing Underwriter(s) in an Underwritten Offering, the Holders shall not sell or otherwise transfer or dispose of any shares of Common Stock (or other securities) of the Company held by the Holders (other than those included in the registration) during the fourteen (14) day period prior to and the one hundred eighty (180) day period following the effective date (including such effective date), of an Initial Public Offering, Qualified IPO (including such effective date) or any other offering, or in the case of a registration sale pursuant to Rule 415 of the Securities Act 144 (or any similar rule provision then in force), the 180 day period following the date of any underwritten take-down, or in either case such shorter period as the sole Underwriter or lead managing Underwriter(s) may request, of a registration statement of the Company filed under the Securities Act, provided for a period commencing on the seventh (7th) day prior to the date such underwritten offering commences (such offering being deemed to commence for this purpose on the later of the effective date for the registration statement for such offering or, if applicable, the date of the prospectus supplement for such offering) or, if later, the date of such written request of the underwriter(s), and ending no later than the earlier of (i) ninety (90) days after the closing of such underwritten offering and (ii) the date of the expiration of the lock-up imposed on the Investors in respect of such offering; provided, however, that such obligations of the obligations described Company with respect to any Qualifying Other Holder shall not apply unless such Qualifying Other Holder is permitted to participate in the underwritten offering in accordance with Section 2.2. Notwithstanding anything to the contrary in this Section 3(b6.1, (x) shall not apply if the Investors fail to sign a registration relating solely to the sale of securities to employees of the Company pursuant to a stock optionLock-Up Commitment in accordance with, stock purchase or similar plan or Rule 145 (or any similar rule then in force) or similar transaction. The Company may impose stop-transfer instructions with respect to the Common Stock (or other securities) and subject to the foregoing restriction until terms and limitations set forth in, Section 6.1 (a), then the end Company’s obligations under this Section 6.1(c) shall terminate, and (y) if a Qualifying Other Holder fails to sign a Lock-Up Commitment in accordance with, and subject to the terms and limitations set forth in, this Section 6.1(d), then the Investors’ obligations under Section 6.1(a)(y) shall terminate. (c) Notwithstanding the foregoing, the Company shall not, and shall not not be required to use reasonable best efforts to impose, restrictions on sales and distributions of said Eligible Securities by the Investors for more than one hundred eighty (180100) day period. Any agreement entered into after the date of this Agreement pursuant to which the Company issues or agrees to issue any privately placed Common Stock or other securities shall contain a provision under which holders of such securities agree not to effect any sale or distribution of any such securities during the period referred to days in the first sentence of this Section 3(b), including aggregate in any sale pursuant to Rule 144 under the Securities Act twelve (or any similar rule then in force12) (except as part of such registration, if permitted)consecutive month period.

Restrictions on Public Sale. (a) If requested by the sole Underwriter or lead managing Underwriter(s) in an Underwritten Offering, the Company agrees not to effect any public sale or distribution (other than, in the case of the Company, public sales or distributions solely by and for the account of the Company of securities issued pursuant to any employee benefit or similar plan or any dividend reinvestment plan) of any equity or equity-linked securities during the period commencing on the date the Company receives a Request from any Holder and continuing until 180 days after the commencement of any Initial Public Offering, Qualified IPO or other Underwritten Offering (or for such shorter period as the sole or lead managing Underwriter shall request) unless earlier terminated by the sole Underwriter or lead managing Underwriter(s) in such Underwritten Offering. (b) If requested by the sole Underwriter or lead managing Underwriter(s) in an Underwritten Offering, the Holders shall not sell or otherwise transfer or dispose of any shares of Common Stock (or other securities) of the Company held by the Holders (other than those included in the registration) during the fourteen (14) day period prior to and the one hundred eighty (180) day period following the effective date (including such effective date), of an Initial Public Offering, Qualified IPO (including such effective date) or any other offering, or in the case of a registration pursuant to Rule 415 of the Securities Act (or any similar rule then in force), the 180 day period following the date of any underwritten take-down, or in either case such shorter period as the sole Underwriter or lead managing Underwriter(s) may request, of a registration statement of the Company filed under the Securities Act, provided that the obligations described in this Section 3(b) shall not apply to a registration relating solely to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or Rule 145 (or any similar rule then in force) or similar transaction. The Company may impose stop-transfer instructions with respect to the Common Stock (or other securities) subject to the foregoing restriction until the end of said one hundred eighty (180) day period. Any agreement entered into after the date of this Agreement pursuant to which the Company issues or agrees to issue any privately placed Common Stock or other securities shall contain a provision under which holders of such securities agree not to effect any sale or distribution of any such securities during the period referred to in the first sentence of this Section 3(b), including any sale pursuant to Rule 144 under the Securities Act (or any similar rule then in force) (except as part of such registration, if permitted).in

Restrictions on Public Sale. (ai) If Public Sale by Holders of Registrable Securities. Each RegSec Holder, if requested by the sole Underwriter managing underwriter or lead managing Underwriter(s) underwriters for any underwritten Piggyback Registration or Demand Registration in an Underwritten Offeringwhich such RegSec Holder is not participating, the Company agrees not to effect any public sale or distribution of Registrable Securities, including a sale pursuant to Rule 144 (other thanor any similar provision then in force) under the Act, in during a period (the case "Holdback Period") of the Companyfive business days before, and the 90-day period (or such shorter time as may be agreed to) beginning on, the effective date of such actual or attempted Piggyback Registration or Demand Registration (except as part of such actual or attempted Piggyback Registration or Demand Registration) or such earlier time as all the shares of Common Stock included in such registration statement have been disposed of pursuant thereto; provided that there shall not be more than one Holdback Period in any 6-month period. (ii) Public Sale by the Issuer and Others. If requested by the managing underwriter or underwriters for any underwritten Piggyback Registration or Demand Registration, the Issuer will (A) not effect any public sales sale or distributions solely by distribution of its Common Stock for its own account (or securities convertible into or exchangeable or exercisable for Common Stock) during the 10 business days prior to, and for during the account 90-day period beginning on, the effective date of the Company such Piggyback Registration or Demand Registration (except as part of securities issued such registration or pursuant to any employee benefit or similar plan registrations on Forms ▇-▇, ▇-▇, or any dividend reinvestment plansuccessor form to such forms) of and with respect to any equity Demand Registration the Issuer will not effect any such sale or equity-linked securities distribution during the period commencing on the date of filing such Demand Registration and ending on the Company receives a Request from any Holder sixtieth day following the effective date of such Demand Registration, and continuing until 180 days after the commencement of any Initial Public Offering, Qualified IPO or (B) use reasonable efforts to cause each other Underwritten Offering (or for such shorter period as the sole or lead managing Underwriter shall request) unless earlier terminated by the sole Underwriter or lead managing Underwriter(s) in such Underwritten Offering. (b) If requested by the sole Underwriter or lead managing Underwriter(s) in an Underwritten Offering, the Holders shall not sell or otherwise transfer or dispose of any shares holder of Common Stock (or other securitiessecurities convertible into or exchangeable or exercisable for Common Stock) of purchased from the Company held by Issuer at any time after the Holders Closing (other than those included in the registrationa registered public offering) during the fourteen (14) day period prior to and the one hundred eighty (180) day period following the effective date (including such effective date), of an Initial Public Offering, Qualified IPO (including such effective date) or any other offering, or in the case of a registration pursuant to Rule 415 of the Securities Act (or any similar rule then in force), the 180 day period following the date of any underwritten take-down, or in either case such shorter period as the sole Underwriter or lead managing Underwriter(s) may request, of a registration statement of the Company filed under the Securities Act, provided that the obligations described in this Section 3(b) shall not apply to a registration relating solely to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or Rule 145 (or any similar rule then in force) or similar transaction. The Company may impose stop-transfer instructions with respect to the Common Stock (or other securities) subject to the foregoing restriction until the end of said one hundred eighty (180) day period. Any agreement entered into after the date of this Agreement pursuant to which the Company issues or agrees to issue any privately placed Common Stock or other securities shall contain a provision under which holders of such securities agree not to effect any public sale or distribution of any such securities during the such period referred to in the first sentence of this Section 3(b), including any sale pursuant to Rule 144 under the Securities Act (or any similar rule then in force) (except as part of such registrationPiggyback Registration or Demand Registration, if otherwise permitted).

Restrictions on Public Sale. (a) If requested by the sole Underwriter or lead managing Underwriter(s) in an Underwritten Offering, the Company agrees (i) not to effect any public sale or distribution (other than, in the case of the Company, public sales or distributions solely by and for the account of the Company of securities issued pursuant to any employee benefit or similar plan or any dividend reinvestment plan) of any equity or equity-linked securities during the period commencing on the date the Company receives a Request from any Holder and continuing until 180 90 days after the commencement of any Initial Public Offering, Qualified IPO or other Underwritten Offering (or for such shorter period as the sole or lead managing Underwriter shall request) unless earlier terminated by the sole Underwriter or lead managing Underwriter(s) in such Underwritten Offering. (b) If requested by the sole Underwriter or lead managing Underwriter(s) in an Underwritten Offering, the Holders shall not sell or otherwise transfer Transfer or dispose of any shares Units of Common Stock Management LP or Shares (or other securities) of the Company held by the Holders (other than those included in the registration) during the fourteen (14) day period prior to and the one hundred eighty (180) day period following the effective date (including such effective date), ) of an Initial Public Offering, Qualified IPO (including such effective date) Offering or any other offering, or in the case of a registration pursuant to Rule 415 of the Securities Act (or any similar rule then in force), the 180 day period following the date of any underwritten take-down, or in either case such shorter period as the sole Underwriter or lead managing Underwriter(s) may request, of a registration statement of the Company filed under the Securities Act, provided that the obligations described in this Section 3(b) shall not apply to a registration relating solely to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or Rule 145 (or any similar rule then in force) or similar transaction. The Company and/or Management LP may impose stop-transfer instructions with respect to the Common Stock Units of Management LP or Shares (or other securities) subject to the foregoing restriction until during the end of said one hundred eighty (180) day periodapplicable time periods. Any agreement entered into after the date of this Agreement pursuant to which the Company issues or agrees to issue any privately placed Common Stock Shares or other securities shall contain a provision under which holders of such securities agree not to effect any sale or distribution of any such securities during the period referred to in the first sentence of this Section 3(b), including any sale pursuant to Rule 144 under the Securities Act (or any similar rule then in force) (except as part of such registration, if permitted).

Restrictions on Public Sale. (a) If requested by the sole Underwriter or lead managing Underwriter(s) in an Underwritten Offering, the Company agrees not to effect any public sale or distribution (other than, in the case of the Company, public sales or distributions solely by and for the account of the Company of securities issued pursuant to any employee benefit or similar plan or any dividend reinvestment plan) of any equity or equity-linked securities during the period commencing on the date the Company receives a Request from any Holder and continuing until 180 days after the commencement of any Initial Public Offering, Qualified IPO or other Underwritten Offering (or for such shorter period as the sole or lead managing Underwriter shall request) unless earlier terminated by the sole Underwriter or lead managing Underwriter(s) in such Underwritten Offering. (b) If requested by the sole Underwriter or lead managing Underwriter(s) in an Underwritten Offering, the Holders shall not sell or otherwise transfer or dispose of any shares of Common Stock Units (or other securities) of the Company held by the Holders (other than those included in the registration) during the fourteen (14) day period prior to and the one hundred eighty (180) day period following the effective date (including such effective date), of an Initial Public Offering, Qualified IPO (including such effective date) or any other offering, or in the case of a registration pursuant to Rule 415 of the Securities Act (or any similar rule then in force), the 180 day period following the date of any underwritten take-down, or in either case such shorter period as the sole Underwriter or lead managing Underwriter(s) may request, of a registration statement of the Company filed under the Securities Act, provided that the obligations described in this Section 3(b) shall not apply to a registration relating solely to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or Rule 145 (or any similar rule then in force) or similar transaction. The Company may impose stop-transfer instructions with respect to the Common Stock (or other securities) subject to the foregoing restriction until the end of said one hundred eighty (180) day period. Any agreement entered into after the date of this Agreement pursuant to which the Company issues or agrees to issue any privately placed Common Stock or other securities shall contain a provision under which holders of such securities agree not to effect any sale or distribution of any such securities during the period referred to in the first sentence of this Section 3(b), including any sale pursuant to Rule 144 under the Securities Act (or any similar rule then in force) (except as part of such registration, if permitted).

Restrictions on Public Sale. (a) Section 3.1 If requested by the sole Underwriter or lead managing Underwriter(s) in an Underwritten Offering, the Company agrees not to effect any public sale or distribution (other than, in the case of the Company, public sales or distributions solely by and for the account of the Company of securities issued pursuant to any employee benefit or similar plan or any dividend reinvestment plan) of any equity or equity-linked securities during the period commencing on the date the Company receives a Request from any Holder MFP and Franklin and continuing until 180 90 days after the commencement of any Initial Public Offering, Qualified IPO or other Underwritten Offering (or for such shorter period as the sole or lead managing Underwriter shall request) unless earlier terminated by the sole Underwriter or lead managing Underwriter(s) in such Underwritten Offering. (b) Section 3.2 If requested by the sole Underwriter or lead managing Underwriter(s) in an Underwritten Offering, Offering in which (i) the Holders shall not sell or otherwise transfer or dispose of any shares of Common Stock MFP Investor and the Franklin Investor (or other securitiesa) have been given an opportunity to participate pursuant to Section 2.3 hereof and (b) have declined to participate and (ii) (a) the Chief Executive Officer and/or the Chief Financial Officer of the Company held by (or persons in substantially equivalent positions), in their capacities as such and (b) other holders of more than 1% of the Shares, in each case, have agreed to the restrictions described below, such declining Investor(s) and any other Holders (other than those included in the registration) agree not to effect any public sale or distribution of any equity or equity-linked securities during the fourteen (14) day period commencing on the date being no more than 10 days prior to and the one hundred eighty (180) day period following effectiveness of the effective date (including such effective date), of an Initial Public Offering, Qualified IPO (including such effective date) or any other offering, or in the case of a registration Registration Statement pursuant to Rule 415 of the Securities Act (or any similar rule then in force), the 180 day period following which such public offering shall be made and continuing until 60 days after the date of the underwriting agreement in connection with any underwritten take-down, Underwritten Offering (or in either case for such shorter period as the sole or lead managing Underwriter shall request) unless earlier terminated by the sole Underwriter or lead managing Underwriter(s) may request, of a registration statement of in such Underwritten Offering. If the Company filed under the Securities Act, provided that the obligations described in this Section 3(bUnderwriter(s) shall not waive any provision of any applicable lock-up agreement for any Person, or shall grant an exception to any provisions thereof, such waiver or exception shall apply to a registration relating solely to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or Rule 145 (or any similar rule then in force) or similar transaction. The Company may impose stop-transfer instructions with respect to any lock-up agreements executed by and among the Common Stock (or other securitiesUnderwriter(s) subject to and the foregoing restriction until the end of said one hundred eighty (180) day period. Any agreement entered into after the date of this Agreement pursuant to which the Company issues or agrees to issue any privately placed Common Stock or other securities shall contain a provision under which holders of such securities agree not to effect any sale or distribution of any such securities during the period referred to Holders in the first sentence of this Section 3(b)same amounts, including any sale pursuant to Rule 144 under for the Securities Act (or any similar rule then in force) (except as part of such registration, if permitted)same duration and with the same force and effect.

Restrictions on Public Sale. (a) If requested by the sole Underwriter or lead managing Underwriter(s) in an Underwritten Offering, the Company agrees not to effect any public sale or distribution (other than, in the case of the Company, public sales or distributions solely by and for the account of the Company of securities issued pursuant to any employee benefit or similar plan or any dividend reinvestment plan) of any equity or equity-linked securities during the period commencing on the date the Company receives a Request from any Holder Taminco Holdings and continuing until 180 90 days after the commencement of any Initial Public Offering, Qualified IPO or other Underwritten Offering (or for such shorter period as the sole or lead managing Underwriter shall request) unless earlier terminated by the sole Underwriter or lead managing Underwriter(s) in such Underwritten Offering. (b) If requested by the sole Underwriter or lead managing Underwriter(s) in an Underwritten Offering, the Taminco Holdings and any other Holders shall agree not sell to effect any public sale or otherwise transfer or dispose distribution of any shares equity or equity-linked securities during the period commencing on the date being no more than 10 days prior to the effectiveness of Common Stock the Registration Statement pursuant to which such public offering shall be made and continuing until 90 days after the commencement of any Underwritten Offering (or other securities) of the Company held by the Holders (other than those included in the registration) during the fourteen (14) day period prior to and the one hundred eighty (180) day period following the effective date (including such effective date), of an Initial Public Offering, Qualified IPO (including such effective date) or any other offering, or in the case of a registration pursuant to Rule 415 of the Securities Act (or any similar rule then in force), the 180 day period following the date of any underwritten take-down, or in either case for such shorter period as the sole or lead managing Underwriter shall request) unless earlier terminated by the sole Underwriter or lead managing Underwriter(s) may request, of a registration statement of the Company filed under the Securities Act, provided that the obligations described in this Section 3(b) shall not apply to a registration relating solely to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or Rule 145 (or any similar rule then in force) or similar transaction. The Company may impose stop-transfer instructions with respect to the Common Stock (or other securities) subject to the foregoing restriction until the end of said one hundred eighty (180) day period. Any agreement entered into after the date of this Agreement pursuant to which the Company issues or agrees to issue any privately placed Common Stock or other securities shall contain a provision under which holders of such securities agree not to effect any sale or distribution of any such securities during the period referred to in the first sentence of this Section 3(b), including any sale pursuant to Rule 144 under the Securities Act (or any similar rule then in force) (except as part of such registration, if permitted)Underwritten Offering.