Common use of IPO Matters Clause in Contracts

IPO Matters. In connection with the initial public offering of the Company, the Executive will exchange his equity interests in Xerium, S.A. for securities of the Company. The Executive understands that, whereas the equity interests in Xerium, S.A. were subject to substantial restrictions on disposition (including, in the case of options, a prohibition against selling any of the shares underlying such options for three years following the date of grant of the applicable options, and, in the case of shares issued under the share purchase program, a prohibition against selling such shares for three years following their purchase), the securities of the Company to be held by the Executive following the initial public offering will not be subject to any restrictions on disposition, other than restrictions arising under applicable law and restrictions contained in a “lock-up” agreement to be entered into by the Executive with the underwriters of the initial public offering (and the Executive agrees to enter into such a lock-up agreement substantially in the form entered into by other executives of the Company, provided that the term of such lock-up agreement shall not restrict disposition of the securities of the Company held by the Executive for more than 180 days following the consummation of the initial public offering, subject to customary extensions not to exceed 45 days). The Executive further understands that he will be entitled to receive proceeds from the initial public offering, either as a direct seller in the offering or otherwise in exchange for a portion of the securities of the Company held by the Executive, as reflected in the prospectus relating to the initial public offering. Except as specifically provided in the immediately preceding sentence, the Executive shall not participate as a seller in the initial public offering or otherwise receive any portion of the proceeds of such offering in respect of the securities of the Company held by the Executive.

IPO Matters. In connection with the initial public offering of the Company, the Executive will exchange his equity interests in Xerium, S.A. for securities of the Company. The Executive understands that, whereas the equity interests in Xerium, S.A. were subject to substantial restrictions on disposition (including, in the case of options, a prohibition against selling any of the shares underlying such options for three years following the date of grant of the applicable options, and, in the case of shares issued under the share purchase program, a prohibition against selling such shares for three years following their purchase), the securities of the Company to be held by the Executive following the initial public offering will not be subject to any restrictions on disposition, other than restrictions arising under applicable law and restrictions contained in a “lock-up” agreement to be entered into by the Executive with the underwriters of the initial public offering (and the Executive agrees to enter into such a lock-up agreement substantially in the form entered into by other executives of the Company, provided that the term of such lock-up agreement shall not restrict disposition of the securities of the Company held by the Executive for more than 180 days following the consummation of the initial public offering), subject to customary extensions not to exceed 45 days)extensions. The Executive further understands that he will be entitled to receive proceeds from the initial public offering, either as a direct seller in the offering or otherwise in exchange for a portion of the securities of the Company held by the Executive, as reflected in the prospectus relating to the initial public offering. Except as specifically provided in the immediately preceding sentence, the Executive shall not participate as a seller in the initial public offering or otherwise receive any portion of the proceeds of such offering in respect of the securities of the Company held by the Executive.