IPO Lock-Up Sample Clauses

IPO Lock-Up. Each Partner agrees to enter into a lock-up agreement with respect to all Common Shares held by such Partner as requested by the Company or the underwriters in connection with the IPO and to comply with the restrictions on transfer with respect to the Company Securities set forth in the Underwriting Agreement entered into between the Company and the underwriters in the IPO. Partner further agrees to sign such documents as may be requested by the Company to effect the foregoing and agrees that the Company may impose stop-transfer instructions with respect to such Company Securities subject to the lock-up period until the end of such period.

IPO Lock-Up. In connection with a Qualified IPO, each Holder hereby agrees, at the request of the Company or the managing underwriter(s) thereof, to be bound by and/or to execute and deliver, a lock-up agreement with the underwriter(s) of the Qualified IPO restricting for a reasonable and customary period determined by the applicable underwriter(s) such Holder’s right to (a) transfer, directly or indirectly, any Equity or any securities convertible into or exercisable or exchangeable for such Equity or (b) enter into any swap or other arrangement that transfers to another any of the economic consequences of ownership of Equity; provided, that (i) no Holder shall be required by this Section 4.1 to be bound by a lock-up agreement covering a period of greater than ninety (90) days following the effectiveness of the related Registration Statement and (ii) the lock-up agreements executed by the Holders shall be materially similar in form and substance, except as expressly stated otherwise in this Section 4.1.

IPO Lock-Up. Each Holder hereby agrees, and will any cause any transferee who acquires shares of Common Stock from Holder during the applicable period to agree, that, if requested by the underwriters in connection with an IPO, such Holder (or transferee) will agree not to sell, pledge, make any short sale of, loan, grant any option for the purchase of any shares of Common Stock owned by it (whether pursuant to a registration statement or otherwise) either through the agency of a broker-dealer or the facilities of the national securities exchange on which the Company's shares of Common Stock are listed for a reasonable period following the IPO, such period not to exceed ninety (90) days. If the Company determines in good faith that it would be advantageous to the Company for any Holder to be subject to a lock-up in accordance with the terms and conditions of the preceding sentence for a period in excess of ninety (90) days, such Holder shall agree to such lock-up, not to exceed an additional ninety (90) days; provided, that (i) such Holder shall be permitted to sell as a selling stockholder in the IPO up to fifty percent (50%) (the exact amount to be determined by such Holder) of the shares of Common Stock held by such Holder as of the closing date of the IPO; (ii) RSI shall acquire, at the closing of the IPO, up to fifty percent (50%) (the exact amount to be determined by such Holder) of the shares of Common Stock held by such Holder as of the closing date of the IPO, either (y) for cash at the IPO price, or (z) for a number of shares of common stock of RSI equal to (A) the value of the shares of Common Stock proposed to be sold by such Holder (such value being deemed equal to the initial public offering price in the IPO), divided by (B) the average closing trading price of a share of common stock of RSI on the NASDAQ Stock Market or other national securities exchange on which RSI's shares are traded for the ten (10) trading days ending on the third trading day prior to the closing date of the IPO; provided that RSI's common stock is then listed on the NASDAQ Stock Market or other national securities exchange on which RSI's shares are then traded, and the shares to be issued to such Holder shall be eligible for immediate sale, subject to a resale registration statement under the 1933 Act being declared effective by the SEC; or (iii) any combination of (i) or (ii) above which results in such Holder disposing of up to fifty percent (50%) (the exact amount to be determine...

IPO Lock-Up. The Executive agrees, in connection with the initial underwritten public offering of the Company’s securities pursuant to a registration statement under the Securities Act of 1933, (i) not to sell, make short sale of, loan, grant any options for the purchase of, or otherwise dispose of any shares of common stock of the Company held by the Executive without the prior written consent of the Company or the underwriters managing such initial underwritten public offering of the Company’s securities for a period of 180 days from the effective date of such registration statement and (ii) to execute any agreement reflecting clause (i) above as may be requested by the Company or the managing underwriters at the time of such offering.

IPO Lock-Up. The Investors shall have signed the Lock-Up Agreement in the form previously agreed upon by the Investors and the Underwriters. The Shares shall be subject to the terms of the Lock-Up Agreement.

IPO Lock-Up. In connection with the Company’s initial public offering of Stock, unless you or the Company has a written agreement with the underwriters of the offering that provides otherwise, you agree not to offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock, whether or not covered by this Award, or any securities convertible into or exercisable or exchangeable for shares of Common Stock, or enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, or agree to engage in any of the foregoing transactions, without the prior written consent of the Company and such underwriters, for such period of time after the date of the IPO prospectus as shall have been determined by the Company and such underwriters. You further agree to execute such agreements and instruments as may be reasonably requested by the Company or such underwriters that are consistent with this undertaking or that are necessary to give further effect to the undertaking.

IPO Lock-Up. (a) Notwithstanding anything in Section 2.7 or the Subscription Agreement to the contrary, from and after a Qualified IPO and until the expiration of the IPO Lock-Up Period, none of the Mubadala Investors or any of their Affiliates may Transfer any of the respective Units, or any of the respective Exchange Securities received pursuant to Section 5 (or any of the respective Exchange Securities or any of the respective IPO Entity Equity Securities received in exchange for any of the foregoing); provided that (i) the Mubadala Investors or any of their Affiliates may Transfer any Units (or any Exchange Securities or any IPO Entity Equity Securities received in exchange for any of the foregoing) at any time to any one or more Affiliates; (ii) at any time from and after the date which is 12 months after the date of a Qualified IPO, the Mubadala Investors (and any of their Affiliates) may Transfer any of their Units (or Exchange Securities or IPO Entity Securities received in exchange for any of the foregoing) to the extent necessary to reduce their aggregate beneficial ownership in any Carlyle Parent Entity (or the IPO Entity) to below 10% of the issued and outstanding Capital Stock of such Carlyle Parent Entity (or the IPO Entity) in order to comply with, or eliminate the obligation to comply with, any applicable regulatory, stock exchange or other government regulation or requirements (other than Section 13 or 16 of the Exchange Act and Rule 144), which, if not complied with, would materially and adversely impact the business, operations or prospects of a business unit of Mubadala Development Company PJSC; (iii) at any time from and after the date which is 12 months after the date of a Qualified IPO, the Mubadala Investors (and any of their Affiliates) shall be free to Transfer any of their Existing Units (or Exchange Securities or IPO Entity Securities exchangeable therefor), inclusive of any Units received in connection with the split or subdivision thereof or a dividend or distribution thereon; and (iv) (A) at any time from and after the date which is 18 months after the date of a Qualified IPO, the Mubadala Investors (and any of their Affiliates) may Transfer up to 50% of the aggregate amount of New Units (or any Exchange Securities or any IPO Entity Equity Securities received in exchange for any of the foregoing), inclusive of any Units received in connection with the split or subdivision thereof or a dividend or distribution thereon, held by them as of t...

IPO Lock-Up. By acceptance of the grant of RSUs pursuant to this Agreement, the Participant acknowledges and agrees that it shall be deemed to have executed and be bound by a lock-up agreement with respect to the IPO and any in the form attached hereto as Appendix B.

IPO Lock-Up. Upon the request by the Company, the Parent or an underwriter of registrable securities of the Parent in connection with the Parent’s initial public offering (the “IPO”), you will not directly or indirectly offer, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of or otherwise dispose of or transfer any of the shares of the Parent’s Common Stock held by you at the time of the IPO for a period of beginning on the date of effectiveness until the later of (i) 180 days following the IPO or (ii) such other date as determined by the Board of Directors of the Company for other similarly-situated employees. While the Parent remains a private corporation, you will be eligible for liquidity opportunities as such opportunities are offered to other similarly-situated employees at such time as determined by the Company in its sole discretion.