Common use of Black-Out Periods Clause in Contracts

Black-Out Periods. Notwithstanding anything herein or in the Registration Rights Agreement to the contrary and without regard to whether the restrictions set forth in Section 3.4 apply, each (a) Management Investor, (b) Warrant Investor, in the case of an Initial Public Offering and (c) Warrant Investor that owns, together with its Affiliates, more than 5% of the outstanding Transferable Shares (a “5% Warrant Investor”), in the case of any underwritten offering other than an Initial Public Offering, hereby agrees that during the period beginning seven (7) days before and ending (i) one hundred eighty (180) days in the event of an Initial Public Offering or (ii) ninety (90) days in the event of any other underwritten offering, as applicable, after the date of the underwriting agreement entered into in connection with such underwritten offering, such Management Investor, Warrant Investor or 5% Warrant Investor or its respective Permitted Transferees, as applicable, shall not, to the extent requested by the Company or the selling Silver Lake Investors (depending on which Person is selling Securities) and/or any underwriter, (1) offer for sale, sell, pledge, or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Securities (including Securities that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the SEC and Securities that may be issued upon exercise of any Options or warrants) or securities convertible into or exercisable or exchangeable for Securities, (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Securities, in cash or otherwise, (3) make any demand for or exercise any right or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any Securities or securities convertible into or exercisable or exchangeable for Securities or (4) publicly disclose the intention to do any of the foregoing; provided that if any Silver Lake Investor agrees to such restrictions for any shorter period than prescribed above, then each Management Investor, Warrant Investor, Warrant Investor and 5% Warrant Investor, as applicable, shall only be obligated as provided in this Section 3.5 for such shorter period. If requested by the managing underwriter or underwriters of any such underwritten offering, each Management Investor, Warrant Investor, Warrant Investor and 5% Warrant Investor, as applicable, shall execute a customary agreement on the same terms and conditions as the Silver Lake Investor reflecting its agreement set forth in this Section 3.5.

Black-Out Periods. Notwithstanding anything herein or in the Registration Rights Agreement to the contrary and without regard to whether the restrictions set forth in Section 3.4 apply, each (a) Management Investor, (b) Warrant Investor, in the case of an Initial Public Offering and (c) Warrant Investor that owns, together with its Affiliates, more than 5% of the outstanding Transferable Shares (a “5% Warrant Investor”), in the case of any underwritten offering other than an Initial Public Offering, hereby agrees that during the period beginning seven (7) days before and ending (i) one hundred eighty (180) days in In the event of an Initial a Company Public Offering or (ii) ninety (90) days in the event of any other underwritten offering, as applicable, after the date Sale of the underwriting agreement entered into Company’s equity securities in connection with such underwritten offeringan Underwritten Offering, such Management Investoreach of the Holders agrees, Warrant Investor or 5% Warrant Investor or its respective Permitted Transferees, as applicable, shall not, to the extent if requested by the managing underwriter or underwriters in such Underwritten Offering (and, with respect to a Company or Public Sale other than the selling Silver Lake Investors (depending on which Person is selling Securities) and/or any underwriterIPO, if and only if Cartesian agrees to such request), not to (1) offer for sale, sell, pledge, or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Securities Company Shares (including Securities Company Shares that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the SEC and Securities Company Shares that may be issued upon exercise of any Options options or warrants) or securities convertible into or exercisable or exchangeable for SecuritiesCompany Shares, (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of SecuritiesCompany Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of SecuritiesCompany Shares or other securities, in cash or otherwise, (3) make any demand for or exercise any right or cause to be filed a registration statementRegistration Statement, including any amendments thereto, with respect to the registration of any Securities Company Shares or securities convertible into or exercisable or exchangeable for Securities Company Shares or any other securities of the Company or (4) publicly disclose the intention to do any of the foregoing; provided that if , in each case, during the period beginning seven (7) days before and ending 90 days (in the event of the IPO) or 30 days (in the event of any Silver Lake Investor agrees to other Company Public Sale) (or, in each case, such restrictions for any shorter other period than prescribed above, then each Management Investor, Warrant Investor, Warrant Investor and 5% Warrant Investor, as applicable, shall only may be obligated as provided in this Section 3.5 for such shorter period. If reasonably requested by the Company or the managing underwriter or underwriters to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including the restrictions contained in the FINRA rules or any successor provisions or amendments thereto) after the date of the underwriting agreement entered into in connection with such Company Public Sale, to the extent timely notified in writing by the Company or the managing underwriter or underwriters; provided, that no Holder shall be subject to any such underwritten offering, each Management Investor, Warrant Investor, Warrant black-out period of longer duration than that applicable to any Cartesian Investor and 5% Warrant Investor, as applicable, shall execute a customary agreement on or any director or executive officer who holds Registrable Securities. The Company may impose stop-transfer instructions with respect to the same terms and conditions as Company Shares (or other securities) subject to the Silver Lake Investor reflecting its agreement set forth in this Section 3.5foregoing restriction until the end of the period referenced above.

Black-Out Periods. Notwithstanding anything herein or in the Registration Rights Agreement to the contrary and without regard to whether the restrictions set forth in Section 3.4 apply, each (a) Management Investor, (b) Warrant Investor, in the case of an Initial Public Offering and (c) Warrant Investor that owns, together with its Affiliates, more than 5% of the outstanding Transferable Shares (a “5% Warrant Investor”), in the case of any underwritten offering other than an Initial Public Offering, hereby Each New Class C Stockholder agrees that during the period beginning seven (7) days before and ending (i) one hundred eighty (180) days in the event of an Initial Public Offering or (ii) ninety (90) days in the event of any other underwritten offering, as applicable, after the date of the underwriting agreement entered into in connection with such underwritten offering, such Management Investor, Warrant Investor or 5% Warrant Investor or its respective Permitted Transferees, as applicable, shall not, not to the extent requested by the Company or the selling Silver Lake Investors (depending on which Person is selling Securities) and/or any underwriter, (1) offer for sale, sell, pledge, hypothecate, transfer, make any short sale of, loan, grant any option or right to purchase of or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any DTI Securities (including DTI Securities that may be deemed to be beneficially owned by the undersigned Participating Class C Stockholder in accordance with the rules and regulations of the SEC and Securities that may be issued upon exercise of any Options or warrantsSEC) or securities convertible into or exercisable or exchangeable for DTI Securities, (2) enter into any swap swap, hedging arrangement or other derivatives transaction with respect to any DTI Securities (including DTI Securities that transfers may be deemed to another, be beneficially owned by the Participating Class C Stockholder in whole or in part, any accordance with the rules and regulations of the economic benefits SEC) or risks of ownership of securities convertible into or exercisable or exchangeable for DTI Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of DTI Securities, in cash or otherwise, otherwise or (3) make any demand for or exercise any right or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any Securities or securities convertible into or exercisable or exchangeable for Securities or (4) publicly disclose the intention to do any of the foregoing, in the case of each of the foregoing clauses (1) through (3), during the period beginning on the Closing Date and ending one hundred eighty (180) days thereafter; provided that if each New Class C Stockholder may transfer DTI Securities to a Permitted Transferee thereof so long as any Silver Lake Investor such Permitted Transferee, that is not a party to this Agreement executes and delivers to the Company a Joinder Agreement pursuant to which such Person agrees to such restrictions be bound by and comply with the provisions of, this Agreement (including, for any shorter period than prescribed abovethe avoidance of doubt, then each Management Investor, Warrant Investor, Warrant Investor and 5% Warrant Investor, as applicable, shall only be obligated as provided in this Section 3.5 for such shorter period3.4). If requested For the avoidance of doubt, any transfer of DTI Securities by the managing underwriter or underwriters New Class C Stockholders permitted pursuant to the immediately foregoing proviso shall be subject to all other applicable provisions of any such underwritten offeringthis Agreement, each Management Investorincluding, Warrant Investorwithout limitation, Warrant Investor Section 3.1 and 5% Warrant Investor, as applicable, shall execute a customary agreement on the same terms and conditions as the Silver Lake Investor reflecting its agreement set forth in this Section 3.53.2.

Black-Out Periods. Notwithstanding anything herein or in the Registration Rights Agreement to the contrary and without regard to whether the restrictions set forth in Section 3.4 apply, each (a) Management Investor, (b) Warrant Investor, in the case of an Initial Public Offering and (c) Warrant Investor that owns, together with its Affiliates, more than 5% of the outstanding Transferable Shares (a “5% Warrant Investor”), in the case of any underwritten offering other than an Initial Public Offering, hereby agrees that during the period beginning seven (7) days before and ending (i) one hundred eighty (180) days in In the event of the IPO or any Company Public Sale or an Initial Public Offering offering of Registrable Securities pursuant to Sections 2.01, 2.02 or (ii) ninety (90) days 2.03 in the event of any other underwritten offeringan Underwritten Offering, as applicable, after the date each of the underwriting agreement entered into in connection with such underwritten offeringHolders agrees, such Management Investor, Warrant Investor or 5% Warrant Investor or its respective Permitted Transferees, as applicable, shall not, to the extent if requested by the Company managing underwriter or the selling Silver Lake Investors (depending on which Person is selling Securities) and/or any underwriterunderwriters in such Underwritten Offering, not to (1) offer for sale, sell, pledge, or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Securities Company Shares (including Securities Company Shares that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the SEC and Securities Company Shares that may be issued upon exercise of any Options options or warrants) or securities convertible into or exercisable or exchangeable for Securities, Company Shares; (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of SecuritiesCompany Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of SecuritiesCompany Shares or other securities, in cash or otherwise, ; (3) make any demand for or exercise any right or cause to be filed a registration statementRegistration Statement, including any amendments thereto, with respect to the registration of any Securities Company Shares or securities convertible into or exercisable or exchangeable for Securities Company Shares or any other securities of the Company; or (4) publicly disclose the intention to do any of the foregoing; provided that if , in each case, during the period beginning seven (7) days before and ending 180 days (or, in each case, such other period as may be reasonably requested by the Company or the managing underwriter or underwriters to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in the FINRA rules or any Silver Lake Investor agrees successor provisions or amendments thereto) after the date of the underwriting agreement entered into in connection with such IPO, Company Public Sale, or an offering of Registrable Securities pursuant to such restrictions for any shorter period than prescribed aboveSections 2.01, then each Management Investor2.02 and 2.03, Warrant Investor, Warrant Investor and 5% Warrant Investor, as applicable, shall only be obligated as provided to the extent timely notified in this Section 3.5 for such shorter periodwriting by the Company or the managing underwriter or underwriters. If requested by the managing underwriter or underwriters of any such underwritten offeringIPO, each Management InvestorCompany Public Sale, Warrant Investoror an offering of Registrable Securities pursuant to Sections 2.01, Warrant Investor and 5% Warrant Investor2.02 or 2.03, as applicable, the Holders shall execute a customary separate agreement on to the same terms and conditions as foregoing effect. The Company may impose stop-transfer instructions with respect to the Silver Lake Investor reflecting its agreement set forth in this Section 3.5Company Shares (or other securities) subject to the foregoing restriction until the end of the period referenced above.

Black-Out Periods. Notwithstanding anything herein or in the Registration Rights Agreement to the contrary and without regard to whether the restrictions set forth in Section 3.4 apply, each (a) Management Investor, (b) Warrant Investor, in the case of an Initial Public Offering and (c) Warrant Investor that owns, together with its Affiliates, more than 5% of the outstanding Transferable Shares (a “5% Warrant Investor”), in the case of any underwritten offering other than an Initial Public Offering, hereby agrees that during the period beginning seven (7) days before and ending (i) one hundred eighty (180) days in the event of an Initial Public Offering or (ii) ninety (90) days in the event of any other underwritten offering, as applicable, after the date of the underwriting agreement entered into in connection with such underwritten offering, such Management Investor, Warrant Investor or 5% Warrant Investor or its respective Permitted Transferees, as applicable, shall not, to the extent requested by the Company or the selling Silver Lake Investors (depending on which Person is selling Securities) and/or any underwriter, (1) offer for sale, sell, pledge, or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Securities (including Securities that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the SEC and Securities that may be issued upon exercise of any Options or warrants) or securities convertible into or exercisable or exchangeable for Securities, (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Securities, in cash or otherwise, (3) make any demand for or exercise any right or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any Securities or securities convertible into or exercisable or exchangeable for Securities or (4) publicly disclose the intention to do any of the foregoing; provided that if any Silver Lake Investor agrees to such restrictions for any shorter period than prescribed above, then each Management Investor, Warrant Investor, Warrant Investor and 5% Warrant Investor, as applicable, shall only be obligated as provided in this Section 3.5 3.50 for such shorter period. If requested by the managing underwriter or underwriters of any such underwritten offering, each Management Investor, Warrant Investor, Warrant Investor and 5% Warrant Investor, as applicable, shall execute a customary agreement on the same terms and conditions as the Silver Lake Investor reflecting its agreement set forth in this Section 3.5.

Black-Out Periods. Notwithstanding anything herein or in the Registration Rights Agreement to the contrary and without regard to whether the restrictions set forth in Section 3.4 apply, each (a) Management Investor, (b) Warrant Investor, in the case of an Initial Public Offering and (c) Warrant Investor that owns, together with its Affiliates, more than 5% Each of the outstanding Transferable Shares (a “5% Warrant Investor”), in the case of any underwritten offering other than an Initial Public Offering, hereby New Class A Stockholders agrees that during the period beginning seven (7) days before and ending (i) one hundred eighty (180) days in the event of an Initial Public Offering or (ii) ninety (90) days in the event of any other underwritten offering, as applicable, after the date of the underwriting agreement entered into in connection with such underwritten offering, such Management Investor, Warrant Investor or 5% Warrant Investor or its respective Permitted Transferees, as applicable, shall not, not to the extent requested by the Company or the selling Silver Lake Investors (depending on which Person is selling Securities) and/or any underwriter, (1) offer for sale, sell, pledge, hypothecate, transfer, make any short sale of, loan, grant any option or right to purchase of or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any DTI Securities (including DTI Securities that may be deemed to be beneficially owned by the undersigned New Class A Stockholder in accordance with the rules and regulations of the SEC and Securities that may be issued upon exercise of any Options or warrantsSEC) or securities convertible into or exercisable or exchangeable for DTI Securities, (2) enter into any swap swap, hedging arrangement or other derivatives transaction with respect to any DTI Securities (including DTI Securities that transfers may be deemed to another, be beneficially owned by the New Class A Stockholder in whole or in part, any accordance with the rules and regulations of the economic benefits SEC) or risks of ownership of securities convertible into or exercisable or exchangeable for DTI Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of DTI Securities, in cash or otherwise, otherwise or (3) make any demand for or exercise any right or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any Securities or securities convertible into or exercisable or exchangeable for Securities or (4) publicly disclose the intention to do any of the foregoing, in the case of each of the foregoing clauses (1) through (3), during the period beginning on the Closing Date and ending one hundred eighty (180) days thereafter; provided that if each New Class A Stockholder may transfer DTI Securities to a Permitted Transferee thereof so long as any Silver Lake Investor such Permitted Transferee, that is not a party to this Agreement executes and delivers to the Company a Joinder Agreement in accordance with Section 3.1(a) and Article V pursuant to which such Person agrees to such restrictions be bound by, and comply with the provisions of, this Agreement (including, for any shorter period than prescribed abovethe avoidance of doubt, then each Management Investor, Warrant Investor, Warrant Investor and 5% Warrant Investor, as applicable, shall only be obligated as provided in this Section 3.5 for such shorter period. If requested by the managing underwriter or underwriters of any such underwritten offering, each Management Investor, Warrant Investor, Warrant Investor and 5% Warrant Investor, as applicable, shall execute a customary agreement on the same terms and conditions as the Silver Lake Investor reflecting its agreement set forth in this Section 3.53.4).

Black-Out Periods. Notwithstanding anything herein or in the Registration Rights Agreement to the contrary and without regard to whether the restrictions set forth in Section 3.4 apply, each (a) Management Investor, (b) Warrant Investor, in the case of an Initial Public Offering and (c) Warrant Investor that owns, together with its Affiliates, more than 5% of the outstanding Transferable Shares (a “5% Warrant Investor”), in the case of any underwritten offering other than an Initial Public Offering, hereby agrees that during the period beginning seven (7) days before and ending (i) one hundred eighty (180) days in In the event of an Initial a Company Public Offering or (ii) ninety (90) days in the event of any other underwritten offering, as applicable, after the date Sale of the underwriting agreement entered into Company’s equity securities in connection with such underwritten offeringan Underwritten Offering, such Management Investoreach of the Holders agrees, Warrant Investor or 5% Warrant Investor or its respective Permitted Transferees, as applicable, shall not, to the extent if requested by the managing underwriter or underwriters in such Underwritten Offering (and, with respect to a Company or Public Sale other than the selling Silver Lake Investors (depending on which Person is selling SecuritiesIPO, if and only if the Holder(s) and/or any underwriteragrees to such request), not to (1) offer for sale, sell, pledge, or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Securities Company Shares (including Securities Company Shares that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the SEC and Securities Company Shares that may be issued upon exercise of any Options options or warrants) or securities convertible into or exercisable or exchangeable for SecuritiesCompany Shares, (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of SecuritiesCompany Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of SecuritiesCompany Shares or other securities, in cash or otherwise, (3) make any demand for or exercise any right or cause to be filed a registration statementRegistration Statement or Canadian Prospectus, if applicable, including any amendments thereto, with respect to the registration of any Securities Company Shares or securities convertible into or exercisable or exchangeable for Securities Company Shares or any other securities of the Company or (4) publicly disclose the intention to do any of the foregoing; provided that if , in each case, during the period beginning seven (7) days before and ending 90 days (in the event of the IPO) or 30 days (in the event of any Silver Lake Investor agrees to other Company Public Sale) (or, in each case, such restrictions for any shorter other period than prescribed above, then each Management Investor, Warrant Investor, Warrant Investor and 5% Warrant Investor, as applicable, shall only may be obligated as provided in this Section 3.5 for such shorter period. If reasonably requested by the Company or the managing underwriter or underwriters to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including the restrictions contained in the FINRA rules or any successor provisions or amendments thereto) after the date of the underwriting agreement entered into in connection with such Company Public Sale, to the extent timely notified in writing by the Company or the managing underwriter or underwriters; provided, that no Holder shall be subject to any such underwritten offering, each Management Investor, Warrant Investor, Warrant Investor and 5% Warrant Investor, as applicable, shall execute a customary agreement on black-out period of longer duration than that applicable to the same terms and conditions as Holder(s) or any director or executive officer who holds Registrable Securities. The Company may impose stop-transfer instructions with respect to the Silver Lake Investor reflecting its agreement set forth in this Section 3.5Company Shares (or other securities) subject to the foregoing restriction until the end of the period referenced above.