Common use of Certain Covenants of the Selling Stockholders Clause in Contracts

Certain Covenants of the Selling Stockholders. Each Selling Stockholder, severally and not jointly, hereby agrees: (a) not, at any time during the period that a prospectus is required to be delivered under the Act, to offer or sell any Shares by means of any “prospectus” (within the meaning of the Act), or use any “prospectus” (within the meaning of the Act) in connection with the offer or sale of the Shares, in each case other than the Prospectus; (b) not to take, directly or indirectly, any action designed, or which will constitute or might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of Holdings to facilitate the sale or resale of the Shares; (c) to pay or cause to be paid all stock transfer or similar taxes (other than income taxes), if any, that are required to be paid in connection with the sale and on the transfer and sale of the Shares to be sold by such Selling Stockholder to the Underwriter hereunder; (d) to advise you promptly, and if requested by you, confirm such advice in writing, so long as a prospectus is required by the Act to be delivered (whether physically or through compliance with Rule 172 under the Act or any similar rule) in connection with any sale of Shares, of any change in Selling Stockholder Information in the Registration Statement, the Disclosure Package and the Prospectus, relating to such Selling Stockholder that would make such Selling Stockholder Information an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading; and (e) prior to or concurrently with the execution and delivery of this Agreement, to execute and deliver to the Underwriter a Lock-Up Agreement.

Certain Covenants of the Selling Stockholders. Each Selling Stockholder, severally and not jointly, hereby agrees: (a) not, at any time during the period that a prospectus is required to be delivered under the Act, to offer or sell any Shares by means of any “prospectus” (within the meaning of the Act), or use any “prospectus” (within the meaning of the Act) in connection with the offer or sale of the Shares, in each case other than the Prospectus; (b) not to take, directly or indirectly, any action designed, or which will constitute or might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of Holdings to facilitate the sale or resale of the Shares; (c) to pay or cause to be paid all stock transfer or similar taxes (other than income taxes), if any, that are required to be paid in connection with the sale and on the transfer and sale of the Shares to be sold by such Selling Stockholder to the Underwriter several Underwriters hereunder; (d) to advise you promptly, and if requested by you, confirm such advice in writing, so long as a prospectus is required by the Act to be delivered (whether physically or through compliance with Rule 172 under the Act or any similar rule) in connection with any sale of Shares, of any change in Selling Stockholder Information in the Registration Statement, the Disclosure Package and the Prospectus, relating to such Selling Stockholder that would make such Selling Stockholder Information an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading; and (e) prior to or concurrently with the execution and delivery of this Agreement, to execute and deliver to the Underwriter Underwriters a Lock-Up Agreement.

Certain Covenants of the Selling Stockholders. Each Selling Stockholder, severally and not jointlyjointly with the other Selling Stockholders, hereby agrees: (a) not, at any time during at or after the period that a prospectus is required to be delivered under the Actexecution of this Agreement, to offer or sell any Shares by means of any “prospectus” (within the meaning of the Act), or use any “prospectus” (within the meaning of the Act) in connection with the offer or sale of the Shares, in each case other than the Prospectus; (b) not to take, directly or indirectly, any action designed, or which will constitute constitute, or has constituted, or might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of Holdings the Company to facilitate the sale or resale of the Shares; (c) to pay or cause to be paid all stock transfer or similar taxes (other than income taxes), if any, that are required to be paid in connection with the sale and on the transfer and sale of the Shares to be being sold by such Selling Stockholder to the Underwriter hereunderStockholder; (d) to advise you promptly, and if requested by you, confirm such advice in writing, so long as a prospectus is required by the Act to be delivered (whether physically or through compliance with Rule 172 under the Act or any similar rule) in connection with any sale of Shares, of any change in Selling Stockholder Information information in the Registration Statement, the Disclosure Package Preliminary Prospectus, the Prospectus and the ProspectusPermitted Free Writing Prospectuses, if any, relating to such Selling Stockholder that would make such Selling Stockholder Information an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleadingStockholder; and (e) prior to or concurrently with the execution and delivery of this Agreement, to execute and deliver to the Underwriter Underwriters a Custody Agreement and a Lock-Up Agreement.

Certain Covenants of the Selling Stockholders. Each of the Selling StockholderStockholders, severally and not jointly, hereby agrees: (a) not, at any time during at or after the period that a prospectus is required to be delivered under the Actexecution of this Agreement, to offer or sell any Shares by means of any “prospectus” (within the meaning of the Act), or use any “prospectus” (within the meaning of the Act) in connection with the offer or sale of the Shares, in each case other than the Prospectus; (b) not to take, directly or indirectly, any action designed, or which will constitute constitute, or has constituted, or might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of Holdings the Company to facilitate the sale or resale of the Shares; (c) to pay or cause to be paid all stock transfer or similar taxes (other than income taxes), if any, that are required to be paid in connection with the sale and on the transfer and sale of the Shares to be being sold by such Selling Stockholder to the Underwriter hereunderStockholder; (d) to advise you promptly, and if requested by you, confirm such advice in writing, so long as a prospectus is required by the Act to be delivered (whether physically or through compliance with Rule 172 under the Act or any similar rule) in connection with any sale of Shares, of (i) any material change in the business, properties, financial condition, results of operations or prospects of the Company and the Subsidiaries taken as a whole, (ii) any change in Selling Stockholder Information information in the Registration Statement, the Disclosure Package and the Prospectus, Prospectus relating to such Selling Stockholder that would make or (iii) any new material information relating to the Company or relating to any matter stated in the Registration Statement, the Disclosure Package and the Prospectus which comes to the attention of such Selling Stockholder Information an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleadingStockholder; and (e) prior to or concurrently with the execution and delivery of this Agreement, to execute and deliver to the Underwriter Underwriters the Power of Attorney, Custody and Escrow Agreement, the Agreement to Sell and a Lock-Up Agreement.

Certain Covenants of the Selling Stockholders. Each Selling Stockholder, severally and not jointly, Stockholder hereby agrees: (a) not, at any time during at or after the period that a prospectus is required to be delivered under the Actexecution of this Agreement, to offer or sell any Shares by means of any “prospectus” (within the meaning of the Act), or use any “prospectus” (within the meaning of the Act) in connection with the offer or sale of the Shares, in each case other than the Prospectus; (b) not to take, directly or indirectly, any action designed, or which will constitute constitute, or has constituted, or might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of Holdings the Company to facilitate the sale or resale of the Firm Shares; (c) to pay or cause to be paid all stock transfer or similar taxes (other than income taxes), if any, that are required to be paid in connection with the sale and on the transfer and sale of the Firm Shares to be being sold by such Selling Stockholder to the Underwriter hereunderStockholder; (d) to advise you promptly, and if requested by you, confirm such advice in writing, so long as a prospectus is required by the Act to be delivered (whether physically or through compliance with Rule 172 under the Act or any similar rule) in connection with any sale of Shares, of any change in Selling Stockholder Information information in the Registration Statement, the Disclosure Package and the Prospectus, relating to such Selling Stockholder that would make Stockholder; (e) to advise you promptly, and if requested by you, confirm such advice in writing, so long as a prospectus is required by the Act to be delivered (whether physically or through compliance with Rule 172 under the Act or any similar rule) in connection with any sale of Shares, of any event or new information which comes to the attention of such Selling Stockholder Information that could require the making of any change in the Prospectus so that the Prospectus would not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading; and; (ef) prior to or concurrently with the execution and delivery of this Agreement, to execute and deliver a properly completed and executed United States Treasury Form W-9 (or other applicable form or statement specified by United States Treasury Department regulations) and to execute and deliver to the Underwriter Representative a Power of Attorney, Custody Agreement and a Lock-Up Agreement; and (g) to comply with the terms and provisions of such Power of Attorney, Custody Agreement and Lock-Up Agreement.

Certain Covenants of the Selling Stockholders. Each Selling Stockholder, severally and not jointly, jointly with the other Selling Stockholders hereby agrees: (a) not, at any time during at or after the period that a prospectus is required to be delivered under the Actexecution of this Agreement, to offer or sell any Shares by means of any “prospectus” (within the meaning of the Act), or use any “prospectus” (within the meaning of the Act) in connection with the offer or sale of the Shares, in each case other than the Prospectus; (b) not to take, directly or indirectly, any action designed, or which will constitute constitute, or has constituted, or might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of Holdings the Company to facilitate the sale or resale of the Shares; (c) to pay or cause to be paid all stock transfer or similar taxes (other than income taxes), if any, that are required to be paid in connection with the sale and on the transfer and sale of the Shares to be being sold by such Selling Stockholder to the Underwriter hereunderStockholder; (d) to the extent information comes to the attention of the Selling Stockholder, to advise you promptly, and if requested by you, confirm such advice in writing, so long as a prospectus is required by the Act to be delivered (whether physically or through compliance with Rule 172 under the Act or any similar rule) in connection with any sale of Shares, of (i) any material change in the business, properties, financial condition, results of operations or prospects of the Company and the Subsidiaries taken as a whole, (ii) any change in Selling Stockholder Information information in the Registration Statement, the Disclosure Package Preliminary Prospectuses, the Prospectus and the ProspectusPermitted Free Writing Prospectuses, if any, relating to such Selling Stockholder that would make such Selling Stockholder Information an untrue statement of a or (iii) any new material fact information relating to the Company or omit relating to state a material fact necessary in order to make the statements therein, any matter stated in the light of Registration Statement, the circumstances under which they are madePreliminary Prospectuses, not misleadingthe Prospectus and the Permitted Free Writing Prospectuses, if any; and (e) prior to or concurrently with the execution and delivery of this Agreement, to execute and deliver to the Underwriter Underwriters the Powers of Attorney, Custody Agreement and a Lock-Up Agreement.