Common use of Other Shareholders Clause in Contracts

Other Shareholders. The Company agrees to use its reasonable best efforts to obtain from each of its directors, officers and Affiliates, an agreement not to effect any public sale or distribution of such securities during any period referred to in this Section 2.03, except as part of any sales or distributions made pursuant to Registrations permitted under Section 2.03(b). Without limiting the foregoing (but subject to Section 2.06), if after the date hereof the Company or any of its Subsidiaries grants any Person any rights to demand or participate in a Registration, the Company shall, and shall cause its Subsidiaries to, provide that the agreement with respect thereto shall include such Person’s agreement to comply with any black-out period required by this Section 2.03 as if it were a Holder hereunder. If requested by the Participating Investor or the managing underwriter or underwriters of any such Underwritten Offering, the Company shall use reasonable best efforts to cause such persons referred to in the first sentence of this Section 2.03(c) to execute a separate agreement to the foregoing effect. This Section 2.03 shall not prohibit any transaction by such person that is permitted by its lock-up agreement entered into in connection with an Underwritten Offering with the managing underwriter or underwriters in such Underwritten Offering (as such lock-up agreement is modified or waived by such managing underwriter or underwriters from time to time). The Company may impose stop-transfer instructions with respect to the Company Shares (or other securities) subject to the foregoing restriction until the end of the period referenced above.

Other Shareholders. The Company agrees to use its reasonable best efforts to obtain from each of its directors, directors and executive officers and Affiliates, an agreement not to effect any public sale or distribution of such securities during any period referred to in this Section 2.032.04, except as part of any sales or distributions made pursuant to Registrations permitted under Section 2.03(b2.04(b). Without limiting the foregoing (but subject to Section 2.062.07), if after the date hereof the Company or any of its Subsidiaries grants any Person any rights to demand or participate in a Registration, the Company shall, and shall cause its Subsidiaries to, provide that the agreement with respect thereto shall include such Person’s agreement to comply with any black-out period required by this Section 2.03 2.04 as if it were a Holder hereunder. If requested by the Participating Investor Holder(s) or the managing underwriter or underwriters of any such Underwritten Offering, the Company shall use reasonable best efforts to cause such persons referred to in the first sentence of this Section 2.03(c2.04(c) to execute a separate agreement to the foregoing effect. This Section 2.03 2.04 shall not prohibit any transaction by such person that is permitted by its lock-up agreement entered into in connection with an Underwritten Offering with the managing underwriter or underwriters in such Underwritten Offering (as such lock-up agreement is modified or waived by such managing underwriter or underwriters from time to time). The Company may impose stop-transfer instructions with respect to the Company Shares (or other securities) subject to the foregoing restriction until the end of the period referenced above.

Other Shareholders. The Company agrees to use its commercially reasonable best efforts to obtain from each of its directors, directors and officers (to the extent such directors and Affiliates, officers beneficially own Company Shares) an agreement not to effect any public sale or distribution of such securities during any period referred to in this Section 2.032.05, except as part of any sales or distributions made pursuant to Registrations permitted under Section 2.03(b2.05(b). Without limiting the foregoing (but subject to Section 2.062.08), if after the date hereof the Company or any of its Subsidiaries grants any Person any rights to demand or participate in a Registration, the Company shall, and shall cause its Subsidiaries to, provide that the agreement with respect thereto shall include such Person’s agreement to comply with any black-out lockup period required by this Section 2.03 2.05 as if it were a Holder hereunder. If requested by the Participating Investor Holder(s) or the managing underwriter or underwriters of any such Underwritten Offering, the Company shall use commercially reasonable best efforts to cause such persons referred to in the first sentence of this Section 2.03(c2.05(c) to execute a separate agreement to the foregoing effect. This Section 2.03 2.05 shall not prohibit any transaction by such person that is permitted by its lock-up agreement entered into in connection with an Underwritten Offering with the managing underwriter or underwriters in such Underwritten Offering (as such lock-up agreement is modified or waived by such managing underwriter or underwriters from time to time). The Company may impose stop-transfer instructions with respect to the Company Shares (or other securities) subject to the foregoing restriction until the end of the period referenced above.

Other Shareholders. The Company agrees to use its reasonable best efforts to obtain from each of its directors, directors and officers and Affiliatesfrom Teekay Corporation, an agreement not to effect any public sale or distribution of such securities during any period referred to in this Section 2.032.02, except as part of any sales or distributions made pursuant to Registrations permitted under Section 2.03(b2.02(a). Without limiting the foregoing (but subject to Section 2.062.05), if after the date hereof the Company or any of its Subsidiaries grants any Person any rights to demand or participate in a Registration, the Company shall, and shall cause its Subsidiaries to, provide that the agreement with respect thereto shall include such Person’s agreement to comply with any black-out period required by this Section 2.03 2.02 as if it were a Holder hereunder. If requested by the Participating Investor or the managing underwriter or underwriters of any such Underwritten Offering, the Company shall use reasonable best efforts to cause such persons referred to in the first sentence of this Section 2.03(c2.02(b) to execute a separate agreement to the foregoing effect. This Section 2.03 2.02 shall not prohibit any transaction by such person that is permitted by its lock-up agreement entered into in connection with an Underwritten Offering with the managing underwriter or underwriters in such Underwritten Offering (as such lock-up agreement is modified or waived by such managing underwriter or underwriters from time to time). The Company may impose stop-transfer instructions with respect to the Company Shares (or other securities) subject to the foregoing restriction until the end of the period referenced above.

Other Shareholders. The Company agrees to use its reasonable best efforts to obtain from each of its directors, directors and officers (to the extent such directors and Affiliates, officers beneficially own Company Shares) an agreement not to effect any public sale or distribution of such securities during any period referred to in this Section 2.032.05, except as part of any sales or distributions made pursuant to Registrations permitted under Section 2.03(b2.05(b). Without limiting the foregoing (but subject to Section 2.062.08), if after the date hereof the Company or any of its Subsidiaries grants any Person any rights to demand or participate in a Registration, the Company shall, and shall cause its Subsidiaries to, provide that the agreement with respect thereto shall include such Person’s agreement to comply with any black-out period required by this Section 2.03 2.05 as if it were a Holder hereunder. If requested by the Participating Investor Holder(s) or the managing underwriter or underwriters of any such Underwritten Offering, the Company shall use reasonable best efforts to cause such persons referred to in the first sentence of this Section 2.03(c2.05(c) to execute a separate agreement to the foregoing effect. This Section 2.03 2.05 shall not prohibit any transaction by such person that is permitted by its lock-up agreement entered into in connection with an Underwritten Offering with the managing underwriter or underwriters in such Underwritten Offering (as such lock-up agreement is modified or waived by such managing underwriter or underwriters from time to time). The Company may impose stop-transfer instructions with respect to the Company Shares (or other securities) subject to the foregoing restriction until the end of the period referenced above.

Other Shareholders. The Company agrees to use its reasonable best efforts to obtain from each of its directors, directors and officers and Affiliates, an agreement not to effect any public sale or distribution of such securities during any period referred to in this Section 2.032.04, except as part of any sales or distributions made pursuant to Registrations permitted under Section 2.03(b2.04(b). Without limiting the foregoing (but subject to Section 2.062.07), if after the date hereof the Company or any of its Subsidiaries grants any Person any rights to demand or participate in a Registration, the Company shall, and shall cause its Subsidiaries to, provide that the agreement with respect thereto shall include such Person’s agreement to comply with any black-out period required by this Section 2.03 2.04 as if it were a Holder hereunder. If requested by the Participating Investor Holder(s) or the managing underwriter or underwriters of any such Underwritten Offering, the Company shall use reasonable best efforts to cause such persons referred to in the first sentence of this Section 2.03(c2.04(c) to execute a separate agreement to the foregoing effect. This Section 2.03 2.04 shall not prohibit any transaction by such person that is permitted by its lock-up agreement entered into in connection with an Underwritten Offering with the managing underwriter or underwriters in such Underwritten Offering (as such lock-up agreement is modified or waived by such managing underwriter or underwriters from time to time). The Company may impose stop-transfer instructions with respect to the Company Shares (or other securities) subject to the foregoing restriction until the end of the period referenced above.

Other Shareholders. The Company agrees to use its reasonable best efforts to obtain from each of its directors, directors and officers and Affiliatesfrom Hemen Holding Limited, an agreement not to effect any public sale or distribution of such securities during any period referred to in this Section 2.032.02, except as part of any sales or distributions made pursuant to Registrations permitted under Section 2.03(b2.02(a). Without limiting the foregoing (but subject to Section 2.062.05), if after the date hereof the Company or any of its Subsidiaries grants any Person any rights to demand or participate in a Registration, the Company shall, and shall cause its Subsidiaries to, provide that the agreement with respect thereto shall include such Person’s agreement to comply with any black-out period required by this Section 2.03 2.02 as if it were a Holder hereunder. If requested by the Participating Investor or the managing underwriter or underwriters of any such Underwritten Offering, the Company shall use reasonable best efforts to cause such persons referred to in the first sentence of this Section 2.03(c2.02(b) to execute a separate agreement to the foregoing effect. This Section 2.03 2.02 shall not prohibit any transaction by such person that is permitted by its lock-up agreement entered into in connection with an Underwritten Offering with the managing underwriter or underwriters in such Underwritten Offering (as such lock-up agreement is modified or waived by such managing underwriter or underwriters from time to time). The Company may impose stop-stop- transfer instructions with respect to the Company Shares (or other securities) subject to the foregoing restriction until the end of the period referenced above. SECTION 2.03.