Common use of Covenants of Holder Clause in Contracts

Covenants of Holder. The Holder hereby covenants and agrees that (i) the Class A Common Stock obtainable upon conversion of the Notes pursuant to Section 1.4 hereof have not been registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act; (ii) that the Class A Common Stock received by the Holder upon such conversion must be held by the Holder, unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration; (iii) that each certificate representing the Class A Common Stock obtained upon conversion may be endorsed with the following, or a similar, legends, where applicable: "THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT COVERING SUCH SECURITIES OR THE COMPANY RECEIVES AN OPINION OF COUNSEL, FOR THE HOLDER OF THE SECURITIES REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE 1933 ACT. THESE SECURITIES HAVE BEEN ISSUED OR SOLD IN RELIANCE ON PARAGRAPH (13) OF CODE SECTION 10-5-9 OF THE GEORGIA SECURITIES ACT OF 1973 AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER SUCH ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION UNDER SUCH ACT." and (iv) transfer agent may be instructed not to register the transfer of any of the shares of Class A Common Stock obtained upon conversion unless the conditions specified in the foregoing legend are satisfied. The Holder further covenants and agrees that it is aware of the provisions of Rule 144 promulgated under the Securities Act which permits limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions, including, among other things, the existence of a public market for the shares, the availability of certain current public information about the company whose shares are to be sold, the resale occurring not less than two years after a party has purchased and paid for the security to be sold, the sale being through a "broker's transaction", or in transactions directly with a "market maker" (as provided by Rule 144(f)) and the number of shares being sold during any three-month period not exceeding specified limitations (unless the sale is within the requirements of Rule 144(k)). The Holder covenants that, in the absence of an effective registration statement covering the stock in question, the Holder will sell, transfer, or otherwise dispose of the Class A Common Stock obtained upon conversion of the Notes only in a manner consistent with its representations and covenants set forth in this Section 2. In connection therewith, the Holder acknowledges that a notation will be made on the books of CJI regarding the restrictions on transfers set forth in this Section 2 and will transfer such securities only to the extent not inconsistent therewith.

Covenants of Holder. The Holder hereby covenants will (a) immediately furnish to the Company such information regarding such Holder and agrees that (i) the Class A Common Stock obtainable upon conversion such Holder's intended method of distribution of the Notes pursuant Registrable Securities as the Company may from time to Section 1.4 hereof have not been registered under the Securities Act by reason of a specific exemption from the registration provisions of time reasonably request in writing in order to comply with the Securities Act; (ii) that the Class A Common Stock received by the Holder upon such conversion must be held by the Holder, unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration; (iii) that each certificate representing the Class A Common Stock obtained upon conversion may be endorsed with the following, or a similar, legends, where applicable: any applicable "THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT COVERING SUCH SECURITIES OR THE COMPANY RECEIVES AN OPINION OF COUNSEL, FOR THE HOLDER OF THE SECURITIES REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE 1933 ACT. THESE SECURITIES HAVE BEEN ISSUED OR SOLD IN RELIANCE ON PARAGRAPH (13) OF CODE SECTION 10-5-9 OF THE GEORGIA SECURITIES ACT OF 1973 AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER SUCH ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION UNDER SUCH ACT.blue sky" laws and (iv) transfer agent may be instructed not to register the transfer of any of the shares of Class A Common Stock obtained upon conversion unless the conditions specified in the foregoing legend are satisfied. The Holder further covenants and agrees that it is aware of the provisions of Rule 144 promulgated under this Agreement, (b) to the extent required by the Securities Act which permits limited resale Act, deliver or cause delivery of shares purchased in a private placement subject to the satisfaction of certain conditions, prospectus (including, among other thingswithout limitation, the existence of a public market for the shares, the availability of certain current public prospectus that discloses information about the company whose shares are to be sold, the resale occurring not less than two years after previously omitted from a party has purchased and paid for the security to be sold, the sale being through a "broker's transaction", or in transactions directly with a "market maker" (prospectus filed as provided by Rule 144(f)) and the number of shares being sold during any three-month period not exceeding specified limitations (unless the sale is within the requirements of Rule 144(k)). The Holder covenants that, in the absence part of an effective registration statement covering in reliance upon Rule 430A promulgated under the stock Securities Act, and as such prospectus is amended or supplemented by any prospectus supplement and by all other amendments and supplements to the prospectus) contained in questionany registration statement to any purchaser of such Holder's Registrable Securities covered by the registration statement, (c) promptly notify the Company of any sale of Registrable Securities by such Holder and (d) notify the Company as promptly as practicable of any inaccuracy or change in information previously furnished by the Holder will sell, transfer, to the Company or otherwise dispose of the Class A Common Stock obtained occurrence of any event, in either case as a result of which any prospectus (including, without limitation, a prospectus that discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon conversion Rule 430A promulgated under the Securities Act, and as such prospectus is amended or supplemented by any prospectus supplement and by all other amendments and supplements to the prospectus) contains or would contain an untrue statement of a material fact regarding the Holder or the Holder's intended method of distribution of the Notes only in a manner consistent with its representations and covenants set forth in this Section 2. In connection therewith, Registrable Securities or omits or would omit to state any material fact regarding the Holder acknowledges that a notation will or the Holder's intended method of distribution of the Registrable Securities required to be made on stated therein or necessary to make the books statements therein not misleading in light of CJI regarding the restrictions on transfers set forth in this Section 2 circumstances then existing, and will transfer such securities only promptly furnish to the extent Company any additional information required to correct and update any previously furnished information or required so that the prospectus (including, without limitation, a prospectus that discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated under the Securities Act, and as such prospectus is amended or supplemented by any prospectus supplement and by all other amendments and supplements to the prospectus) will not inconsistent therewithcontain, with respect to the Holder or the Holder's intended method of distribution of the Registrable Securities, an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing.

Covenants of Holder. The Each Holder hereby covenants agrees (a) to cooperate with the Company and agrees that to furnish to the Company, in a timely manner, all such information in connection with the preparation of the Resale Registration Statement with respect to such Holder's Registrable Shares and any filings with any state securities commissions as the Company may reasonably request, (ib) to deliver to the selling broker (if applicable) or to otherwise cause delivery of the prospectus contained in the Resale Registration Statement to any purchaser of the Shares covered by the Resale Registration Statement from such Holder and (c) the Class A Common Stock obtainable upon conversion of Initial Holder and each Holder, severally and not jointly, agree to indemnify the Notes pursuant to Section 1.4 hereof have not been registered under Company, its officers, directors, employees, agents, representatives and affiliates, and each person, if any, who controls the Securities Act by reason of a specific exemption from Company within the registration provisions meaning of the Securities Act; , and each other person, if any, subject to liability because of his connection with the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon (i) any untrue statement or alleged untrue statement of material fact contained in either the Resale Registration Statement or the prospectus contained therein, (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, if and to the extent that such statement or omission arose out of or was based upon information regarding such Holder or its plan of distribution which was furnished to the Class A Common Stock received Company by the such Holder upon such conversion must be held by the Holderexpressly for use therein, unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration; (iii) that each certificate representing any violation by a Holder of the Class A Common Stock obtained upon conversion may be endorsed Securities Act, any state securities act or "Blue Sky" laws or any sale or regulation thereunder in connection with the following, such registration or a similar, legends, where applicable: "THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT COVERING SUCH SECURITIES OR THE COMPANY RECEIVES AN OPINION OF COUNSEL, FOR THE HOLDER OF THE SECURITIES REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE 1933 ACT. THESE SECURITIES HAVE BEEN ISSUED OR SOLD IN RELIANCE ON PARAGRAPH (13) OF CODE SECTION 10-5-9 OF THE GEORGIA SECURITIES ACT OF 1973 AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER SUCH ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION UNDER SUCH ACT." and (iv) transfer agent may the failure by such Holder to deliver to the selling broker (if applicable) or to otherwise cause to be instructed not delivered the prospectus contained in the Resale Registration Statement (as amended or supplemented, if applicable) furnished by the Company to register such Holder to any purchaser of the transfer Shares covered by the Resale Registration Statement from such Holder. Notwithstanding the foregoing, in no event will a Holder have any obligation under this Section 6 for amounts the Company pays in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld) and in no event shall the shares liability of Class A Common Stock obtained upon conversion unless any Holder for indemnification under this Section 6 in its capacity as a seller of Registrable Securities exceed the conditions specified in the foregoing legend are satisfied. The Holder further covenants and agrees that it is aware of the provisions of Rule 144 promulgated under the Securities Act which permits limited resale of shares purchased in a private placement subject amount equal to the satisfaction of certain conditions, including, among other things, the existence of a public market for the shares, the availability of certain current public information about the company whose shares are proceeds to be sold, the resale occurring not less than two years after a party has purchased and paid for the security to be sold, such Holder from the sale being through a "broker's transaction", or in transactions directly with a "market maker" (as provided of securities by Rule 144(f)) and the number of shares being sold during any three-month period not exceeding specified limitations (unless the sale is within the requirements of Rule 144(k)). The such Holder covenants that, in the absence of an effective registration statement covering the stock in question, the Holder will sell, transfer, or otherwise dispose of the Class A Common Stock obtained upon conversion of the Notes only in a manner consistent with its representations and covenants set forth in this Section 2. In connection therewith, the Holder acknowledges that a notation will be made on the books of CJI regarding the restrictions on transfers set forth in this Section 2 and will transfer such securities only which gave rise to the extent not inconsistent therewithincurrence of such indemnification.

Covenants of Holder. The (a) Each Holder agrees that, upon receipt of any notice from Zany of the happening of any event requiring the preparation of a supplement or amendment to a prospectus relating to Registrable Securities so that, as thereafter delivered to the Holders, such prospectus shall not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, each Holder will forthwith discontinue disposition of Registrable Securities pursuant to the registration statement contemplated by Section 6.2 until its receipt of copies of the supplemented or amended prospectus from Zany and, if so directed by Zany, each Holder shall deliver to Zany all copies, other than permanent file copies then in such Holder's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. (b) Each Holder shall suspend, upon request of Zany, any disposition of Registrable Securities pursuant to the Registration Statement and prospectus contemplated by Section 6.2 during (i) any period not to exceed two 46-day periods within any one 12-month period Zany requires in connection with a primary underwritten offering of equity securities and (ii) any period, not to exceed one 60-day period per circumstance or development, when Zany determines in good faith that offers and sales pursuant thereto should not be made by reason of the presence of material undisclosed circumstances or developments with respect to which the disclosure that would be required in such a prospectus is premature, would have an adverse effect on Zany or is otherwise inadvisable. (c) As a condition to the inclusion of its Registrable Securities, each Holder shall furnish to Zany with such information regarding such Holder and the distribution proposed by such Holder as Zany may request in writing or as shall be required in connection with any registration, qualification or compliance referred to in this Section 6. (d) Each Holder hereby covenants with Zany (i) not to make any sale of the Registrable Securities without effectively causing the prospectus delivery requirements under the Securities Act to be satisfied, and (ii) if such Registrable Securities are to be sold by any method or in any transaction other than on a national securities exchange, the Nasdaq National Market, the Nasdaq Small Cap Market or in the over-the-counter market, in privately negotiated transactions, or in a combination of such methods, to notify Zany by letter at least five (6) business days prior to the date on which the Holder first offers to sell any such Registrable Securities. (e) Each Holder acknowledges and agrees that the Registrable Securities sold pursuant to the Registration Statement described in this Section are not transferable on the books of Zany unless the stock certificate submitted to the transfer agent evidencing such Registrable Securities is accompanied by a certificate reasonably satisfactory to Zany to the effect that (i) the Class A Common Stock obtainable upon conversion of the Notes pursuant to Section 1.4 hereof Registrable Securities have not been registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act; sold in accordance with such Registration Statement and (ii) that the Class A Common Stock received by the requirement of delivering a current prospectus has been satisfied. (f) Each Holder upon agrees not to take any action with respect to any distribution deemed to be made pursuant to such conversion must be held by the Holder, unless registration statement which would constitute a subsequent disposition thereof is registered violation of Regulation M under the Securities Exchange Act or is exempt from such registration; any other applicable rule, regulation or law. (iiig) that each certificate representing At the Class A Common Stock obtained upon conversion may be endorsed with the following, or a similar, legends, where applicable: "THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT COVERING SUCH SECURITIES OR THE COMPANY RECEIVES AN OPINION OF COUNSEL, FOR THE HOLDER OF THE SECURITIES REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE 1933 ACT. THESE SECURITIES HAVE BEEN ISSUED OR SOLD IN RELIANCE ON PARAGRAPH (13) OF CODE SECTION 10-5-9 OF THE GEORGIA SECURITIES ACT OF 1973 AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER SUCH ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION UNDER SUCH ACT." and (iv) transfer agent may be instructed not to register the transfer of any end of the shares period during which Zany is obligated to keep the Registration Statement current and effective as described above, the Holders of Class A Common Stock obtained upon conversion unless the conditions specified Registrable Securities included in the foregoing legend are satisfied. The Holder further covenants and agrees that it is aware of the provisions of Rule 144 promulgated under the Securities Act which permits limited resale Registration Statement shall discontinue sales of shares purchased in a private placement subject pursuant to such Registration Statement upon receipt of notice from Zany of its intention to remove from registration the satisfaction shares covered by such Registration Statement which remain unsold, and such Holders shall notify Zany of certain conditions, including, among other things, the existence of a public market for the shares, the availability of certain current public information about the company whose shares are to be sold, the resale occurring not less than two years after a party has purchased and paid for the security to be sold, the sale being through a "broker's transaction", or in transactions directly with a "market maker" (as provided by Rule 144(f)) and the number of shares being sold during any three-month period not exceeding specified limitations (unless the sale is within the requirements registered which remain unsold immediately upon receipt of Rule 144(k)). The Holder covenants that, in the absence of an effective registration statement covering the stock in question, the Holder will sell, transfer, or otherwise dispose of the Class A Common Stock obtained upon conversion of the Notes only in a manner consistent with its representations and covenants set forth in this Section 2. In connection therewith, the Holder acknowledges that a notation will be made on the books of CJI regarding the restrictions on transfers set forth in this Section 2 and will transfer such securities only to the extent not inconsistent therewithnotice from Zany.

Covenants of Holder. The (i) Each Holder agrees that, upon receipt of any notice from the Company of the happening of any event requiring the preparation of a supplement or amendment to a prospectus relating to Registrable Securities so that, as thereafter delivered to such Holder, such prospectus will not contain untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, each holder will forthwith discontinue disposition of Registrable Securities pursuant to the registration statements contemplated by Section 11 until its receipt of copies of the supplemented or amended prospectus from the Company and, if so directed by the company, each Holder shall deliver to the Company all copies, other than permanent file copies then in such Holders' possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. (ii) Each Holder agrees to notify the company, at any time when a prospectus relating to the registration statement contemplated by Section 11, is required to be delivered by it under the Act, of the occurrence of any event relating to such Holder which requires the preparation of a supplement or amendment to such Holder which requires the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading relating to such Holder, and such Holder shall promptly make available to the Company the information to enable the Company to prepare any such supplement or amendment. Each Holder also agrees that, upon delivery of any notice by it to the Company of the happening of any event of the kind described in the next preceding sentence of this subsection, such Holder will forthwith discontinue disposition of Registrable Securities pursuant to such registration statement until its receipt of the copies of the supplemental or amended prospectus contemplated by this subsection, which the Company shall promptly make available to such Holder and, if so directed by the Company, such Holder shall deliver to the Company all copies, other than permanent file copies then in such Holder's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. (iii) Each Holder shall furnish to the Company such information regarding such Holder and the distribution proposed by such Holder as the Company may request in writing or as shall be required in connection with any registration, qualification or compliance referred to in this Section 11. (iv) Each Holder hereby covenants with the Company (1) not to make any sale of the Shares without effectively causing the prospectus delivery requirements under the Act to be satisfied, and (2) if such Shares are to be sold by any method or in any transaction other than on a national securities exchange, in the over-the-counter market, on the Nasdaq National Market, in privately negotiated transactions, or in a combination of such method, to notify the Company at least five business days prior to the date on which such Holder first offers to sell any such Shares. Each Holder agrees not to take any action with respect to any distribution deemed to be made pursuant to such registration statement that constitutes a violation of Rule 10(b)-6 under the Exchange Act or any other applicable rule, regulation or law. (v) Each Holder acknowledges and agrees that (i) in the Class A Common Stock obtainable upon conversion event of sales under a shelf registration statement under subsection 11.4 hereof the Notes Registrable Securities sold pursuant to Section 1.4 hereof have not been registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act; (ii) that the Class A Common Stock received by the Holder upon such conversion must be held by the Holder, unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration; (iii) that each certificate representing the Class A Common Stock obtained upon conversion may be endorsed with the following, or a similar, legends, where applicable: "THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT COVERING SUCH SECURITIES OR THE COMPANY RECEIVES AN OPINION OF COUNSEL, FOR THE HOLDER OF THE SECURITIES REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE 1933 ACT. THESE SECURITIES HAVE BEEN ISSUED OR SOLD IN RELIANCE ON PARAGRAPH (13) OF CODE SECTION 10-5-9 OF THE GEORGIA SECURITIES ACT OF 1973 AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER SUCH ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION UNDER SUCH ACT." and (iv) transfer agent may be instructed not to register the transfer of any of the shares of Class A Common Stock obtained upon conversion unless the conditions specified in the foregoing legend are satisfied. The Holder further covenants and agrees that it is aware of the provisions of Rule 144 promulgated under the Securities Act which permits limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions, including, among other things, the existence of a public market for the shares, the availability of certain current public information about the company whose shares are to be sold, the resale occurring not less than two years after a party has purchased and paid for the security to be sold, the sale being through a "broker's transaction", or in transactions directly with a "market maker" (as provided by Rule 144(f)) and the number of shares being sold during any three-month period not exceeding specified limitations (unless the sale is within the requirements of Rule 144(k)). The Holder covenants that, in the absence of an effective registration statement covering the stock in question, the Holder will sell, transfer, or otherwise dispose of the Class A Common Stock obtained upon conversion of the Notes only in a manner consistent with its representations and covenants set forth in this Section 2. In connection therewith, the Holder acknowledges that a notation will be made are not transferable on the books of CJI regarding the restrictions on transfers set forth in this Section 2 and will transfer such securities only Company unless the stock certificate submitted to the extent transfer agent evidencing such Shares is accompanied by a certificate reasonably satisfactory to the Company to the effect that (A) the Registrable Securities have been sold in accordance with such registration statements and (B) the requirement of delivering a current prospectus has been satisfied. (vi) Whether prior to or after the time the registration rights contemplated by Section 11 have terminated with respect to the Holders, each Holder agrees that it will not inconsistent therewitheffect any sale, disposition or other transfer of Shares or Registrable Securities (whether or not its Shares or Registrable Securities are included in the registration) except pursuant to such registration statement, for a period of 180 days (or for such longer period as each executive officer of the Company personally agrees to be bound in a similar lock-up agreement) from the effective date of a registration statement in the case of an IPO and for a period 120 days (or for such longer period as each executive officer of the Company personally agrees to be bound in a similar lock-up agreement) from the effective date of a registration statement in the case of a secondary public offering; provided, however, that as to each such registration, the Holder's obligations shall be limited to be no greater than obligations of all executive officers and directors of the company pursuant to similar lock-up agreements. Each Holder agrees not to take any action with respect to any distribution deemed to be made pursuant to such registration statement that constitutes a violation of Rule 10(b)-6 under the Exchange Act or any other applicable rule, regulation or law.