Common use of Holdback Agreements; Registration Rights to Others Clause in Contracts

Holdback Agreements; Registration Rights to Others. In the event and to the extent requested by the managing underwriter or, if the KSI Registrable Securities are not being disposed of in an underwritten Public Offering, if requested by KSI, the Company and each Unitholder agrees not to sell, make any short sale of, grant any option for the purchase of, or otherwise dispose of any securities other than those KSI Registrable Securities included in such KSI Registration pursuant to Section 3.1(a), 3.1(b) or 3.2(a) for the thirty (30) days prior to and up to one hundred eighty (180) days after the effectiveness of the registration statement pursuant to which such Public Offering shall be made (or such shorter period of time as is sufficient and appropriate, in the opinion of the managing underwriter or, as the case may be, KSI in order to complete the sale and distribution of the securities included in such Public Offering); provided that the limitations contained in this Section 3.8 shall not apply to the extent a Unitholder is prohibited by Applicable Law from so withholding such securities from sale during such period; provided, further, that in the event that the underwriters or KSI, as the case may be, release the Company, MidOcean, any member of the Behrman Group or Gryphon from the restrictions set forth in this Sectxxx 0.0, each of the other holders of KSI Registrable Securities distributed by the Company with respect to Preferred Units, pro rata on a Deemed Converted Basis (assuming all such Units were convertible), shall be similarly released with respect to the percentage of securities that is equal to the percentage of securities as to which the Company, MidOcean, any such member of the Behrman Group or Gryphon, as the case may be, was released (as determxxxx xx dividing the number of securities released by the aggregate number of securities held by such holder).

Holdback Agreements; Registration Rights to Others. In the event and to the extent requested by the managing underwriter or, if the KSI Registrable Securities are not being disposed of in an underwritten Public Offering, if requested by KSIthe Company, the Company and each Unitholder Stockholder agrees not to sell, make any short sale of, grant any option for the purchase of, or otherwise dispose of any securities (other than a Transfer by USF pursuant to Section 2.2(a)(viii) hereof, which Transfer shall be subject to the holdback provisions of the Junior Warrant Agreement or, as the case may be, the Second Note) other than those KSI Registrable Securities included in such KSI Registration pursuant to Section 3.1(a), 3.1(b) or 3.2(a) for the thirty (30) days prior to and up to the one hundred eighty (180) days after the effectiveness of the registration statement pursuant to which such Public Offering shall be made (or such shorter period of time as is sufficient and appropriate, in the opinion of the managing underwriter or, as the case may be, KSI the Company in order to complete the sale and distribution of the securities included in such Public Offering); provided that the limitations contained in this Section 3.8 shall not apply to the extent a Unitholder Stockholder is prohibited by Applicable Law from so withholding such securities from sale during such period; provided, further, that in the event that the underwriters or KSIthe Company, as the case may be, release the Company, MidOcean, DBCP or any member of the Behrman Group or Gryphon from the restrictions set forth in this Sectxxx 0.0Section 3.8, each of the other eaxx xx xhe holders of KSI Registrable Securities distributed by the Company with respect to Series A Preferred Units, pro rata on a Deemed Converted Basis (assuming all such Units were convertible), Stock shall be similarly released with respect to the percentage of securities that is equal to the percentage of securities as to which the Company, MidOcean, DBCP or any such member of the Behrman Group or GryphonGroup, as the case may be, was released (as determxxxx xx dividing the determined by divxxxxx xhe number of securities released by the aggregate number of securities held by such holder).

Holdback Agreements; Registration Rights to Others. In the event and to the extent requested by the managing underwriter with respect to the initial Public Offering of the Company (or, if the KSI Registrable Securities are not being disposed of in an any other underwritten Public Offering, if requested by KSIthe managing underwriter thereof and the H&F Investors have consented in writing to the application of this Section 3.8 to such underwritten Public Offering), the Company and each Unitholder Stockholder agrees not to sell, make any short sale of, grant any option for the purchase of, or otherwise dispose of any securities of the Company, other than those KSI Registrable Securities included in such KSI Registration pursuant to Section 3.1(a), 3.1(b) or 3.2(a) for the thirty (30) days prior to and up to the one hundred eighty days (180) days (or ninety (90) days in the case of any other Public Offering of the Company), subject to any customary “booster shot” extensions, after the effectiveness of the registration statement pursuant to which such Public Offering shall be made (or such shorter period of time as is sufficient and appropriate, in the opinion of the managing underwriter or, as the case may be, KSI the Company in order to complete the sale and distribution of the securities included in such Public Offering); provided that in no event shall such shorter period of time with respect to any Stockholder be shorter than any such period for any other Stockholder). Each Stockholder agrees that it shall deliver to the limitations contained in underwriter or underwriters of any Public Offering to which this Section 3.8 shall not apply to the extent is applicable a Unitholder is prohibited by Applicable Law from so withholding such securities from sale during such period; provided, further, that in the event that the underwriters or KSI, as the case may be, release the Company, MidOcean, any member of the Behrman Group or Gryphon from the restrictions customary agreement reflecting its agreement set forth in this Sectxxx 0.0, each of the other holders of KSI Registrable Securities distributed by the Company with respect to Preferred Units, pro rata on a Deemed Converted Basis (assuming all such Units were convertible), shall be similarly released with respect to the percentage of securities that is equal to the percentage of securities as to which the Company, MidOcean, any such member of the Behrman Group or Gryphon, as the case may be, was released (as determxxxx xx dividing the number of securities released by the aggregate number of securities held by such holder)Section 3.8.

Holdback Agreements; Registration Rights to Others. (a) In the event and to the extent requested by the managing underwriter or, if the KSI KHC Registrable Securities are not being disposed of in an underwritten Public Offering, if requested by KSIKHC, the Company Company, the KSI Holders and each Unitholder agrees not to sell, make any short sale of, grant any option for the purchase of, or otherwise dispose of any securities other than those KSI KHC Registrable Securities included in such KSI KHC Registration pursuant to Section 3.1(a4.1(a), 3.1(b4.1(b) or 3.2(a4.2(a) for the thirty (30) days prior to and up to one hundred eighty (180) days after the effectiveness of the registration statement pursuant to which such Public Offering shall be made (or such shorter period of time as is sufficient and appropriate, in the opinion of the managing underwriter or, as the case may be, KSI KHC in order to complete the sale and distribution of the securities included in such Public Offering); provided that the limitations contained in this Section 3.8 4.8 shall not apply to the extent a Unitholder is prohibited by Applicable Law from so withholding such securities from sale during such period; provided, further, that in the event that the underwriters or KSIKHC, as the case may be, release the Company, MidOcean, any member of the Behrman Group or Gryphon from the restrictions set forth in this Sectxxx 0.0, each of the other holders of KSI KHC Registrable Securities distributed by the Company with respect to Preferred Units, pro rata on a Deemed Converted Basis (assuming all such Units were convertible)Basis, shall be similarly released with respect to the percentage of securities that is equal to the percentage of securities as to which the Company, MidOcean, any such member of the Behrman Group or Gryphon, as the case may be, was released (as determxxxx xx dividing the number of securities released by the aggregate number of securities held by such holder).