(c) Notwithstanding anything contained in this Agreement to the contrary, each of the Minority Investors agrees that it shall not sell, transfer or otherwise dispose of any Common Stock or Common Stock Equivalent, effect any Partner Distribution or request any Demand Registration (including any Shelf Underwriting or Underwritten Block Trade) for a period of two (2) years following the pricing date of the Companys IPO (the Restricted Period), except: (i) for sales, transfers or distributions pursuant to a registered offering in accordance with the exercise of registration rights set forth in Sections 2.1(a)(i), 2.1(e) or 2.2(a), as applicable; (ii) if consented to in writing by the Board in its sole discretion, which consent may be provided on an individual basis with respect to any particular Holder; (iii) for sales, transfers or distributions to a Permitted Affiliate Transferee; or (iv) for sales or transfers by the Management Investors, after the one-year anniversary of the pricing date for the Companys IPO, (a) pursuant to a written plan, contract, instruction or arrangement that meets the requirements of Rule 10b5-1(c) under the Exchange Act and (b) in compliance with any applicable volume and manner of sale requirements of Rule 144.
2.8. No Required Sale. Nothing in this Agreement shall be deemed to create an independent obligation on the part of any Holder to sell any Registrable Securities pursuant to any effective registration statement. A Holder is not required to include any of its Registrable Securities in any registration statement, is not required to sell any of its Registrable Securities which are included in any effective registration statement, and, subject to Section 2.7, may sell any of its Registrable Securities in any manner in compliance with applicable Law (including pursuant to Rule 144) even if such shares are already included on an effective registration statement.
(a) In the event of any registration or offer and sale of any securities of the Company under the Securities Act pursuant to this Section 2, the Company will (without limitation as to time), and hereby agrees to, and hereby does, indemnify and hold harmless, to the fullest extent permitted by Law, each Participating Holder, its directors, officers, fiduciaries, employees, stockholders, members, general and limited partners, agents, affiliates, consultants, representatives, successors and assigns (and the directors, officers, fiduciaries, employees, stockholders, members, general and limited partners, agents, affiliates, consultants, representatives, successors and assigns thereof), each other Person who participates as a seller (and its directors, officers, fiduciaries, employees, stockholders, members, general and limited partners, agents, affiliates, consultants, representatives, successors and assigns), underwriter or Qualified Independent Underwriter, if any, in the offering or sale of such securities, each officer, director, employee, stockholder, fiduciary, managing director, agent, affiliate, consultant, representative, successor, assign or partner of such underwriter or Qualified Independent Underwriter, and each other Person, if any, who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) such seller or any such underwriter or Qualified Independent Underwriter and each director, officer, employee, stockholder, fiduciary, managing director, agent, affiliate, consultant, representative, successor, assign or partner of such controlling Person, from and against any and all losses, claims, damages, penalties, judgments, suits, or liabilities, joint or several, actions or proceedings (whether commenced or threatened) and expenses (including reasonable fees of counsel and any amounts paid in any settlement effected with the Companys consent, which consent shall not be unreasonably withheld or delayed) to which each such indemnified party may become subject under the Securities Act or otherwise in respect thereof (collectively, Claims), insofar as such Claims arise out of, are based upon, relate to or are in connection with (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement under which such securities were registered under the Securities Act or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) any untrue statement or alleged untrue