Common use of IPO Matters Clause in Contracts

IPO Matters. 9.1 Each of Highbridge Entity hereby consents to and irrevocably waives any objections to: (a) Parent’s and the LLC’s entry into the Agreement and Plan of Merger, dated on or about the date hereof, by and among Parent, the LLC, AOTG and the other parties named therein and consummation of the transactions contemplated thereby; (b) the amendment and restatement of the Original LLC Operating Agreement and the entry into the Exchange Agreement, the Stockholders Agreement, the EJB Registration Rights Agreement and the Tax Receivable Agreement, provided that each such document is substantially in the form filed as an exhibit to the Registration Statement; and (c) the consummation of the IPO and the transactions contemplated thereby, including, without limitation, the issuance of newly-issued LLC Units by the LLC to Parent. 9.2 Each Warrantholder hereby acknowledges and irrevocably waives any objections to the termination, effective upon consummation of the IPO, of: (a) the Securityholders Agreement; and (b) the Existing Registration Rights Agreement. 9.3 Each Continuing LLC Owner and each Highbridge Stockholder agrees to execute a lock up agreement, in substantially the form attached hereto as Exhibit H.

IPO Matters. 9.1 5.1 Each of Highbridge Entity AOTG and the AOTG Stockholder hereby consents to and irrevocably waives any objections to: (a) Parent’s and the LLC’s entry into the Agreement Merger and Plan of MergerWarrant Exercise Agreement, dated on or about the date hereof, by and among Parent, the LLC, AOTG LLC and the other parties named therein and consummation of the transactions contemplated thereby; (b) the amendment and restatement of the Original LLC Operating Agreement and the entry into the Exchange Agreement, the Stockholders Agreement, the EJB Registration Rights Agreement and the Tax Receivable Agreement, provided that each such document is substantially in the form filed as an exhibit to the Registration Statement; and (c) the consummation of the IPO and the transactions contemplated thereby, including, without limitation, the issuance of newly-issued LLC Units by the LLC to Parent. 9.2 5.2 Each Warrantholder of AOTG and the AOTG Stockholder hereby acknowledges and irrevocably waives any objections to the termination, effective upon consummation of the IPO, of: (a) the Securityholders Agreement; and (b) the Existing Registration Rights Agreement. 9.3 Each Continuing LLC Owner and each Highbridge 5.3 The AOTG Stockholder agrees to execute a lock up agreement, in substantially the form attached hereto as Exhibit H.D. 5.4 The parties agree that the concurrent or prior execution and delivery of the AOTG Registration Rights Agreement and the Tax Receivable Agreement by each party thereto is a condition to the consummation of the the First Merger pursuant to Section 1 hereof.