Common use of Black-out Period for the Issuer and Others Clause in Contracts

Black-out Period for the Issuer and Others. (i) In the case of a registration of a class of Registrable Securities pursuant to Section 2.1 or 2.2 involving the offering and sale of equity securities or securities convertible into or exchangeable for equity securities, the Issuer agrees, if requested by the holders of a majority of such class of Registrable Securities to be sold pursuant to such registration (or, in the case of an Underwritten Offering, by the managing underwriter or underwriters in such Underwritten Offering), not to effect (or register for sale) any public sale or distribution of any securities which are the same as or similar to those being registered, or which are convertible into or exchangeable or exercisable for such securities, and not to offer to sell, contract to sell (including, without limitation, any short sale), grant any option to purchase or enter into any hedging or similar transaction with the same economic effect as a public sale or distribution of any such securities, during the period beginning seven days before, and ending 90 days (or such lesser period as may be permitted by such holders or such underwriter or underwriters) after, the effective date of the Registration Statement filed in connection with such registration (or, in the case of an Underwritten Offering under the Shelf Registration, the date of the closing under the underwriting agreement in connection therewith), to the extent the Issuer is timely notified in writing by a holder of Registrable Securities covered by such Registration Statement or the managing underwriter or underwriters. Notwithstanding the foregoing, the Issuer may effect a public sale or distribution of securities of the type described above and during the periods described above if the same (A) is made pursuant to registrations on Forms S-4 or S-8 or any successor form to such forms or (B) as part of any registration of securities for offering and sale to employees or directors of the Issuer pursuant to any employee stock plan or other employee benefit plan arrangement. (ii) Subject to Section 2.7, if after the date hereof the Issuer grants any Person (other than a holder of Registrable Securities) any rights to demand or participate in a registration, the Issuer agrees that the agreement with respect thereto shall include such Person’s agreement not to effect any public sale or distribution of the securities subject to such agreement (other than securities purchased in a public offering), or securities that are convertible into or exchangeable or exercisable for such securities, and not to offer to sell, contract to sell (including, without limitation, any short sale), grant any option to purchase or enter into any hedging or similar transaction with the same economic effect as a public sale or distribution of any such securities, during any period referred to in this Section 2.4(b).

Black-out Period for the Issuer and Others. (i1) In the case of a registration of a class of Registrable Securities pursuant to Section 2.1 or 2.2 (involving the offering and sale of equity securities or securities convertible into or exchangeable for equity securities), the Issuer agrees, if requested by the holders of a majority of such class of Registrable Securities to be sold pursuant to the such registration (or, in the case of an Underwritten Offering, by the managing underwriter or underwriters in such Underwritten Offering), not to effect (or register for sale) any public sale or distribution of any securities which are the same as or similar to those being registered, or which are convertible into or exchangeable or exercisable for such securities, and not to offer to sell, contract to sell (including, without limitation, any short sale), grant any option to purchase or enter into any hedging or similar transaction with the same economic effect as a public sale or distribution of any such securities, during the period beginning seven days before, and ending 90 days (or such lesser period as may be permitted by such holders or such underwriter or underwriters) after, the effective date of the Registration Statement filed in connection with such registration (or, in the case of an Underwritten Offering under the Shelf Registration, the date of the closing under the underwriting agreement in connection therewith), to the extent the Issuer is timely notified in writing by a holder of Registrable Securities covered by such Registration Statement or the managing underwriter or underwriters. Notwithstanding the foregoing, the Issuer may effect a public sale or distribution of securities of the type described above and during the periods described above if the same (A) is made pursuant to registrations on Forms S-4 or S-8 or any successor form to such forms forms, or (B) as part of any registration of securities for offering and sale to employees or directors of the Issuer pursuant to any employee stock plan or other employee benefit plan arrangement. (ii2) Subject The Issuer agrees to use all reasonable efforts to obtain from each holder of restricted securities of the Issuer which are the same as or similar to those being registered by the Issuer, or which are convertible into or exchangeable or exercisable for any of its securities, an agreement not to effect any public sale or distribution of such securities (other than securities purchased in a public offering) during any period referred to in this Section 2.4(b), except as part of any such registration if permitted. Without limiting the foregoing (but subject to Section 2.7), if after the date hereof the Issuer grants any Person (other than a holder of Registrable Securities or TARP Securities) any rights to demand or participate in a registration, the Issuer agrees that the agreement with respect thereto shall include such Person’s agreement not to effect any public sale or distribution of as contemplated by the securities subject to such agreement (other than securities purchased in a public offering), or securities that are convertible into or exchangeable or exercisable for such securities, and not to offer to sell, contract to sell (including, without limitation, any short sale), grant any option to purchase or enter into any hedging or similar transaction with the same economic effect as a public sale or distribution of any such securities, during any period referred to in this Section 2.4(b)previous sentence.

Black-out Period for the Issuer and Others. (i) In the case of a registration of a class Registration of Registrable Securities pursuant to Section 2.1 6.1 or 2.2 involving the offering and sale of equity securities or securities convertible into or exchangeable 6.2 for equity securitiesan Underwritten Offering, the Issuer agreesand each Holder of Registrable Securities shall, if requested by the holders of Demanding Holders holding a majority of such class of the Demanding Holders’ Registrable Securities to be sold pursuant to included in such registration (or, in the case of an Underwritten Offering, by Registration or the managing underwriter or underwriters in such Underwritten Offering)underwriters, not to effect (or register for sale) any public sale or distribution of any securities which are the same as or similar to those being registeredRegistered, or which are any securities convertible into or exchangeable or exercisable for such securities, and not to offer to sell, contract to sell (including, without limitation, any short sale), grant any option to purchase or enter into any hedging or similar transaction with the same economic effect as a public sale or distribution of any such securities, during the period beginning seven (7) days before, and ending 90 one hundred eighty (180) days (in the event of the Issuer’s IPO) or ninety (90) days (in all other cases) (or such lesser period as may be permitted by such holders Holders or such managing underwriter or underwriters) after, the effective date of the Registration Statement filed in connection with such registration Registration (or, in the case of an Underwritten Offering offering under the a Shelf RegistrationRegistration Statement, the date of the closing under the underwriting agreement in connection therewith), to the extent the Issuer is timely notified in writing by a holder Holder of Registrable Securities covered by such Registration Statement or the managing underwriter or underwriters. Notwithstanding the foregoing, the Issuer may effect a public sale or distribution of securities of the type described above and during the periods described above if the same (A) such sale or distribution is made pursuant to registrations Registrations on Forms Form S-4 or S-8 or any successor form to such forms Forms or (B) as part of any registration Registration of securities for offering and sale to employees or directors of the Issuer pursuant to any employee stock plan or other employee benefit plan arrangement. . The Issuer shall use its reasonable best efforts to obtain from each Holder of restricted securities of the Issuer which securities are the same as or similar to the Registrable Securities being Registered, or any restricted securities convertible into or exchangeable or exercisable for any of such securities, an agreement not to effect any public sale or distribution of such securities during any such period referred to in this paragraph, except as part of any such Registration, if permitted. Notwithstanding the foregoing, with respect to Holders of Registrable Securities, the restrictions set forth in this Section 6.4(b) shall not apply to (i) securities acquired in the public market subsequent to the IPO, (ii) Subject distributions-in-kind to a Holder’s partners or members and (iii) transfers to Affiliates, but only if such Affiliates agree to be bound by the restrictions herein. Without limiting the foregoing (but subject to Section 2.76.7), if after the date hereof the Issuer grants any Person (other than a holder Holder of Registrable Securities) any rights to demand or participate in a registrationRegistration, the Issuer agrees that the agreement with respect thereto shall include such Person’s agreement not to effect comply with any public sale or distribution of the securities subject to such agreement (other than securities purchased in a public offering), or securities that are convertible into or exchangeable or exercisable for such securities, and not to offer to sell, contract to sell (including, without limitation, any short sale), grant any option to purchase or enter into any hedging or similar transaction with the same economic effect as a public sale or distribution of any such securities, during any black-out period referred to in required by this Section 2.4(b6.4 as if it were a Holder hereunder).

Black-out Period for the Issuer and Others. (i) In the case of a registration of a class Registration of Registrable Securities pursuant to Section 2.1 2.01 or 2.2 involving the offering and sale of equity securities or securities convertible into or exchangeable Section 2.02 for equity securitiesan Underwritten Offering, the Issuer agreesand the Holders agree, if requested by the holders of a majority of such class of Registrable Securities to be sold pursuant to such registration (or, in the case of an Underwritten Offering, by Investors or the managing underwriter or underwriters in with respect to such Underwritten Offering)Registration, not to effect (or register for sale) any public sale or distribution of any securities which that are the same as or similar to those being registeredRegistered, or which are any securities convertible into or exchangeable or exercisable for such securities, and not to offer to sell, contract to sell (including, without limitation, any short sale), grant any option to purchase or enter into any hedging or similar transaction with the same economic effect as a public sale or distribution of any such securities, during the period beginning seven (7) days before, before and ending 90 ninety (90) days (or such lesser period as may be permitted for the Issuer and all Holders by such holders the Investors or such managing underwriter or underwriters) after, after the effective date of the Registration Statement filed in connection with such registration Registration (or, in the case of an Underwritten Offering offering under the a Shelf RegistrationRegistration Statement, the date of the closing under the underwriting agreement in connection therewith), to the extent the Issuer is timely notified in writing by a holder of Registrable Securities covered by such Registration Statement the Investors or the managing underwriter or underwriters. Notwithstanding the foregoing, the Issuer may effect a public sale or distribution of securities of the type described above and during the periods described above if the same (A) such sale or distribution is made pursuant to registrations Registrations on Forms Form S-4 or S-8 or any successor form to such forms Forms or (B) as part of any registration Registration of securities for offering and sale to employees or directors of the Issuer pursuant to any employee stock plan or other employee benefit plan arrangement. . The Issuer agrees to use its reasonable best efforts to obtain from each holder of restricted securities of the Issuer which securities are the same as or similar to the Registrable Securities being Registered, or any restricted securities convertible into or exchangeable or exercisable for any of such securities, an agreement not to effect any public sale or distribution of such securities during any such period referred to in this paragraph, except as part of any such Registration, if permitted. Without limiting the foregoing (ii) Subject but subject to Section 2.72.07), if after the date hereof the Issuer grants any Person (other than a holder of Registrable SecuritiesHolder) any rights to demand or participate in a registrationRegistration, the Issuer agrees that the agreement with respect thereto shall include such Person’s agreement not to effect comply with any public sale or distribution of the securities subject to such agreement (other than securities purchased in a public offering), or securities that are convertible into or exchangeable or exercisable for such securities, and not to offer to sell, contract to sell (including, without limitation, any short sale), grant any option to purchase or enter into any hedging or similar transaction with the same economic effect as a public sale or distribution of any such securities, during any black-out period referred to in required by this Section 2.4(b)as if it were a Holder hereunder.

Black-out Period for the Issuer and Others. (i) In the case of a registration of a class of Registrable Securities pursuant to Section 2.1 or 2.2 involving the offering and sale of equity securities or securities convertible into or exchangeable for equity securities, the Issuer agrees, if requested by the holders of a majority of such class of Registrable Securities to be sold pursuant to such registration (or, in the case of an Underwritten Offering, by the managing underwriter or underwriters in such Underwritten Offering), not to effect (or register for sale) any public sale or distribution of any securities which are the same as or similar to those being registered, or which are convertible into or exchangeable or exercisable for such securities, and not to offer to sell, contract to sell (including, without limitation, any short sale), grant any option to purchase or enter into any hedging or similar transaction with the same economic effect as a public sale or distribution of any such securities, during the period beginning seven days before, and ending 90 days (or such lesser period as may be permitted by such holders or such underwriter or underwriters) after, the effective date of the Registration Statement filed in connection with such registration (or, in the case of an Underwritten Offering under the Shelf Registration, the date of the closing under the underwriting agreement in connection therewith), to the extent the Issuer is timely notified in writing by a holder of Registrable Securities covered by such Registration Statement or the managing underwriter or underwriters. Notwithstanding the foregoing, the Issuer may effect a public sale or distribution of securities of the type described above and during the periods described above if the same (A) is made pursuant to registrations on Forms S-4 or S-8 or any successor form to such forms forms, or (B) as part of any registration of securities for offering and sale to employees or directors of the Issuer pursuant to any employee stock plan or other employee benefit plan arrangement. (ii) Subject to Section 2.72.5, if after the date hereof the Issuer grants any Person (other than a holder of Registrable Securities) any rights to demand or participate in a registration, the Issuer agrees that the any agreement with respect thereto shall include such Person’s 's agreement not to effect any public sale or distribution of the such securities subject to such agreement (other than securities purchased in a public offering), or securities that are convertible into or exchangeable or exercisable for such securities, and not to offer to sell, contract to sell (including, without limitation, any short sale), grant any option to purchase or enter into any hedging or similar transaction with the same economic effect as a public sale or distribution of any such securities, during any period referred to in this Section 2.4(b)2.2(b) except as part of any such registration if permitted.

Black-out Period for the Issuer and Others. (i) In the case of a registration of a class of Registrable Securities pursuant to Section 2.1 or 2.2 involving the offering and sale of equity securities or securities convertible into or exchangeable for equity securities, the Issuer agrees, if requested by the holders of a majority of such class of Registrable Securities to be sold pursuant to the such registration (or, in the case of an Underwritten Offering, by the managing underwriter or underwriters in such Underwritten Offering), not to effect (or register for sale) any public sale or distribution of any securities which are the same as or similar to those being registered, or which are convertible into or exchangeable or exercisable for such securities, and not to offer to sell, contract to sell (including, without limitation, any short sale), grant any option to purchase or enter into any hedging or similar transaction with the same economic effect as a public sale or distribution of any such securities, during the period beginning seven days before, and ending 90 days (or such lesser period as may be permitted by such holders or such underwriter or underwriters) after, the effective date of the Registration Statement filed in connection with such registration (or, in the case of an Underwritten Offering under the Shelf Registration, the date of the closing under the underwriting agreement in connection therewith), to the extent the Issuer is timely notified in writing by a holder of Registrable Securities covered by such Registration Statement or the managing underwriter or underwriters. Notwithstanding the foregoing, the Issuer may effect a public sale or distribution of securities of the type described above and during the periods described above if the same (A) is made pursuant to registrations on Forms S-4 or S-8 or any successor form to such forms forms, or (B) as part of any registration of securities for offering and sale to employees or directors of the Issuer pursuant to any employee stock plan or other employee benefit plan arrangement. (ii) Subject to Section 2.72.5, if after the date hereof the Issuer grants any Person (other than a holder of Registrable Securities) any rights to demand or participate in a registration, the Issuer agrees that the any agreement with respect thereto shall include such Person’s 's agreement not to effect any public sale or distribution of the such securities subject to such agreement (other than securities purchased in a public offering), or securities that are convertible into or exchangeable or exercisable for such securities, and not to offer to sell, contract to sell (including, without limitation, any short sale), grant any option to purchase or enter into any hedging or similar transaction with the same economic effect as a public sale or distribution of any such securities, during any period referred to in this Section 2.4(b)2.2(b) except as part of any such registration if permitted.

Black-out Period for the Issuer and Others. (i) In the case of a registration of a class of Registrable Securities pursuant to Section 2.1 or 2.2 involving the offering and sale of equity securities or securities convertible into or exchangeable for equity securities, the Issuer agrees, if requested by the holders of a majority of such class of Registrable Securities to be sold pursuant to such registration (or, in the case of an Underwritten Offering, by the managing underwriter or underwriters in such Underwritten Offering), not to effect (or register for sale) any public sale or distribution of any securities which are the same as or similar to those being registered, or which are convertible into or exchangeable or exercisable for such securities, and not to offer to sell, contract to sell (including, without limitation, any short sale), grant any option to purchase or enter into any hedging or similar transaction with the same economic effect as a public sale or distribution of any such securities, during the period beginning seven (7) days before, and ending 90 sixty (60) days (or such lesser period as may be permitted by such holders or such underwriter or underwriters) after, the effective date of the Registration Statement filed in connection with such registration (or, in the case of an Underwritten Offering under the Shelf Registration, the date of the closing under the underwriting agreement in connection therewith), to the extent the Issuer is timely notified in writing by a holder of Registrable Securities covered by such Registration Statement or the managing underwriter or underwriters. The Issuer also agrees not to effect (or register for sale) any public sale or distribution of any securities prior to the effectiveness of the Registration Statement filed pursuant to Section 2.1. Notwithstanding the foregoing, the Issuer may effect a public sale or distribution of securities of the type described above and during the periods described above if the same (A) is made pursuant to registrations on Forms S-4 or S-8 or any successor form to such forms or (B) as part of any registration of securities for offering and sale to employees or directors of the Issuer pursuant to any employee stock plan or other employee benefit plan arrangement. (ii) Subject The Issuer agrees to use all reasonable efforts to obtain from each holder of restricted securities of the Issuer which are the same as or similar to those being registered by the Issuer, or which are convertible into or exchangeable or exercisable for any of its securities, and which holder is a director or executive officer of the Issuer or holds at least 2% of any class of such securities, an agreement not to effect any public sale or distribution of such securities (other than securities purchased in a public offering) during any period referred to in this Section 2.4(b), except as part of any such registration if permitted. Without limiting the foregoing (but subject to Section 2.7), if after the date hereof the Issuer grants any Person (other than a holder of Registrable Securities) any rights to demand or participate in a registration, the Issuer agrees that the agreement with respect thereto shall include such Person’s 's agreement not to effect any public sale or distribution of as contemplated by the securities subject to such agreement (other than securities purchased in a public offering), or securities that are convertible into or exchangeable or exercisable for such securities, and not to offer to sell, contract to sell (including, without limitation, any short sale), grant any option to purchase or enter into any hedging or similar transaction with the same economic effect as a public sale or distribution of any such securities, during any period referred to in this Section 2.4(b)previous sentence.

Black-out Period for the Issuer and Others. (i) In the case of a registration of a class Registration of Registrable Securities pursuant to Section 2.1 2.01 or 2.2 involving the offering and sale of equity securities or securities convertible into or exchangeable Section 2.02 for equity securitiesan Underwritten Offering, the Issuer agreesand the Holders agree, if requested by the holders of a majority of such class of Registrable Securities to be sold pursuant to such registration (or, in the case of an Underwritten Offering, by participating Sponsors or the managing underwriter or underwriters in with respect to such Underwritten Offering)Registration, not to effect (or register for sale) any public sale or distribution of any securities which that are the same as or similar to those being registeredRegistered, or which are any securities convertible into or exchangeable or exercisable for such securities, and not to offer to sell, contract to sell (including, without limitation, any short sale), grant any option to purchase or enter into any hedging or similar transaction with the same economic effect as a public sale or distribution of any such securities, during the period beginning seven (7) days before, before and ending 90 ninety (90) days (or such lesser period as may be permitted for the Issuer and all Holders by such holders the participating Sponsors or such managing underwriter or underwriters) after, after the effective date of the Registration Statement filed in connection with such registration Registration (or, in the case of an Underwritten Offering offering under the a Shelf RegistrationRegistration Statement, the date of the closing under the underwriting agreement in connection therewith), to the extent the Issuer is timely notified in writing by a holder of Registrable Securities covered by such Registration Statement the participating Sponsors or the managing underwriter or underwriters. Notwithstanding the foregoing, the Issuer may effect a public sale or distribution of securities of the type described above and during the periods described above if the same (A) such sale or distribution is made pursuant to registrations Registrations on Forms Form S-4 or S-8 or any successor form to such forms Forms or (B) as part of any registration Registration of securities for offering and sale to employees or directors of the Issuer pursuant to any employee stock plan or other employee benefit plan arrangement. . The Issuer agrees to use its reasonable best efforts to obtain from each holder of restricted securities of the Issuer which securities are the same as or similar to the Registrable Securities being Registered, or any restricted securities convertible into or exchangeable or exercisable for any of such securities, an agreement not to effect any public sale or distribution of such securities during any such period referred to in this paragraph, except as part of any such Registration, if permitted. Without limiting the foregoing (ii) Subject but subject to Section 2.72.07), if after the date hereof the Issuer grants any Person (other than a holder of Registrable SecuritiesHolder) any rights to demand or participate in a registrationRegistration, the Issuer agrees that the agreement with respect thereto shall include such Person’s agreement not to effect comply with any public sale or distribution of the securities subject to such agreement (other than securities purchased in a public offering), or securities that are convertible into or exchangeable or exercisable for such securities, and not to offer to sell, contract to sell (including, without limitation, any short sale), grant any option to purchase or enter into any hedging or similar transaction with the same economic effect as a public sale or distribution of any such securities, during any black-out period referred to in required by this Section 2.4(b)as if it were a Holder hereunder.