xpiration of any underwriter-imposed transfer restrictions in connection with a Qualified Public Offering. A Qualified Public Offering is defined in the Management Stockholder Agreement to which all restricted shares granted to NEOs are subject as an initial public offering (1) for which aggregate cash proceeds to be received by Hol

refusal if an NEO proposes to sell his or her purchased stock prior to a Change in Control or a Qualified Public Offering. Pursuant to the terms of the Management Stockholder Agreement, the NEOs are subject to covenants not to (I ) disclose confidential information, (2) solicit customers and certain employees of the Company. and (3