Common use of Confidentiality of Notices Clause in Contracts

Confidentiality of Notices. Each Purchaser agrees, if requested by the managing underwriter of the Initial Public Offering, (i) not to (a) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Registrable Shares or other securities of the Company (excluding securities acquired in the Initial Public Offering or in the public market after such offering) or (b) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of any Registrable Shares or other securities of the Company (excluding securities acquired in the Initial Public Offering or in the public market after such offering), whether any transaction described in clause (a) or (b) is to be settled by delivery of securities, in cash or otherwise, during the period beginning on the date of the filing of such registration statement with the Securities and Exchange Commission and ending 180 days after the effective date of the registration statement relating to the Initial Public Offering (plus up to an additional 34 days to the extent requested by the managing underwriters for such offering in order to address Rule 2711(f) of the National Association of Securities Dealers, Inc. or any similar successor provision) (the “Lock-Up Period”), provided that, all stockholders of the Company then holding at least 1% of the outstanding Common Stock (on an as-converted basis) and all officers and directors of the Company are similarly bound, and (ii) to execute any agreement reflecting clause (i) above as may be requested by the managing underwriters at the time of such offering; provided, that all stockholders of the Company then holding at least 1% of the outstanding Common Stock (on an as-converted basis) and all officers and directors of the Company enter into similar agreements. Notwithstanding the foregoing, clauses (i) and (ii) above shall only be applicable to the Purchasers if all stockholders of the Company then holding at least 1% of the outstanding Common Stock (on an as-converted basis) and all officers and directors of the Company are treated similarly with respect to any release prior to the termination of the Lock-Up period (including any extension thereof) such that if any such persons are released, all Purchasers shall also be released to the same extent on a pro rata basis. The Company may impose stop-transfer instructions with respect to the Registrable Shares or other securities subject to the foregoing restriction until the end of such “lock-up” period. Any Purchaser receiving any written notice from the Company regarding the Company’s plans to file a Registration Statement, whether pursuant to this or any other provision of this Agreement, shall treat such notice confidentially and shall not disclose such information to any person other than as necessary to exercise its rights under this Agreement.

Confidentiality of Notices. Each Purchaser agrees, if requested by the Company and the managing underwriter of the Initial Public Offering, (i) not to (a) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Registrable Shares or other securities of the Company (excluding securities acquired in the Initial Public Offering or in the public market after such offering) or (b) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of any Registrable Shares or other securities of the Company (excluding securities acquired in the Initial Public Offering or in the public market after such offering), whether any transaction described in clause (a) or (b) is to be settled by delivery of securities, in cash or otherwise, during the period beginning on the date of the filing of such registration statement Registration Statement with the Securities and Exchange Commission and ending 180 days after the effective date of the registration statement final prospectus relating to the Initial Public Offering (plus up to an additional 34 18 days to the extent requested by the managing underwriters for such offering in order to address NASD Rule 2711(f) of the National Association of Securities DealersFinancial Industry Regulatory Authority, Inc. or any similar successor provision) (the “Lock-Up Period”), provided that, all stockholders of the Company then holding at least 1% of the outstanding Common Stock (on an as-converted basis) and all officers and directors of the Company are similarly bound, and (ii) to execute any agreement reflecting clause (i) above as may be requested by the Company or the managing underwriters at the time of such offering; provided, that all stockholders of the Company then holding at least 1% of the outstanding Common Stock (on an as-converted basis) and all officers and directors of the Company enter into similar agreements. Notwithstanding The obligations described in this Section 2.8 shall not apply to a registration relating solely to employee benefit plans on Form S-l or Form S-8 or similar forms that may be promulgated in the foregoingfuture, clauses (i) and (ii) above shall only or a registration relating solely to a transaction on Form S-4 or similar forms that may be applicable to promulgated in the Purchasers if all stockholders of future. In addition, in the event that the Company or the managing underwriter shall release a party from the obligations of this Section 2.8 (or any other similar agreement) then holding at least 1% each other party bound by such section or similar agreement shall have a proportionate number of the outstanding Common Stock (on an as-converted basis) and all officers and directors of the Company are treated similarly with respect to any release prior to the termination of the Lock-Up period (including any extension thereof) shares released from such that if any such persons are released, all Purchasers shall also be released to the same extent on a pro rata basisrestrictions. The Company may impose stop-transfer instructions with respect to the Registrable Shares or other securities subject to the foregoing restriction until the end of such “lock-up” period. Any Purchaser receiving any written notice from the Company regarding the Company’s plans to file a Registration Statement, whether pursuant to this or any other provision of this Agreement, Statement shall treat such notice confidentially and shall not disclose such information to any person other than as necessary to exercise its rights under this Agreement.

Confidentiality of Notices. Each Purchaser agrees, if requested by the Company and the managing underwriter of the Initial Public OfferingOffering (but not for any subsequent offerings), (i) not to (a) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Registrable Shares or other securities of the Company (excluding securities acquired in the Initial Public Offering or in the public market after such offering) or (b) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of any Registrable Shares or other securities of the Company (excluding securities acquired in the Initial Public Offering or in the public market after such offering), whether any transaction described in clause (a) or (b) is to be settled by delivery of securities, in cash or otherwise, during the period beginning on the date of the filing of such registration statement with the Securities and Exchange Commission and ending on the date specified by the Company and the managing underwriter (such period not to exceed 180 days after in the effective date case of the registration statement relating to the Initial Public Offering (plus up or such other period not to an additional 34 exceed 18 days to after the extent expiration of the 180-day period, as may be requested by the managing underwriters for such offering Company or an underwriter to accommodate regulatory restrictions on (1) the publication or other distribution of research reports, and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in order to address FINRA Rule 2711(f2711(f)(4) of the National Association of Securities Dealersor NYSE Rule 472(f)(4), Inc. or any similar successor provision) (the “Lock-Up Period”provisions or amendments thereto), provided that, all stockholders of the Company then holding at least 1% of the outstanding Common Stock (on an as-converted basis) and all officers and directors of the Company are similarly bound, and (ii) to execute any agreement reflecting clause (i) above as may be requested by the Company or the managing underwriters at the time of such offering; provided, that all stockholders of the Company then holding at least 1% of the outstanding Common Stock (on an as-converted basis) and all officers and directors of the Company enter into similar agreements. Notwithstanding ; provided further, that the foregoingforegoing restrictions shall not apply to securities of the Company purchased by a Purchaser on the open market following the Initial Public Offering or in the Initial Public Offering, clauses if and only if (i) such sales are not required to be reported with the Securities and Exchange Commission on Form 4 in accordance with Section 16 of the Exchange Act during such period, and (ii) above shall only be applicable to the Purchasers if all stockholders of the Company then holding at least 1% of the outstanding Common Stock such Purchaser does not otherwise voluntarily effect any public filing or report regarding such sales (on an as-converted basis) and all officers and directors of the Company are treated similarly with respect to any release prior to the termination of the Lock-Up period (including any extension thereof) such it being understood that if any such persons are released, all Purchasers shall also be released to the same extent reporting daily holdings on a pro rata basiswebsite or other publicly available resource by a Purchaser that is a registered investment company shall not be considered a public filing or report for purposes of this subsection (ii)). The Company may impose stop-transfer instructions with respect to the Registrable Shares or other securities subject to the foregoing restriction until the end of such “lock-up” period. As a condition to the obligation of the Purchasers under this Section 2.8, any “lock-up” obligation of the Purchasers under this Section 2.8, and any agreement entered into by the Purchasers as a result of their obligations under this Section 2.8, shall (i) allow for periodic early releases of portions of the securities subject to such “lock-up” obligations, which may be conditioned upon the trading price of the Company’s Common Stock and (ii) provide that all Purchasers will participate on a pro-rata basis in any early release of any stockholder. Any Purchaser receiving any written notice from the Company regarding the Company’s plans to file a Registration Statement, whether pursuant to this or any other provision of this Agreement, Statement shall treat such notice confidentially and shall not disclose such information to any person other than as necessary to exercise its rights under this Agreement.