Common use of Covenants of Holders Clause in Contracts

Covenants of Holders. 2.6.1. Each Holder agrees that, upon receipt of any notice from the Company pursuant to Section 2.4.6, such Holder will forthwith discontinue disposition of Registrable Securities pursuant to the applicable Registration Statement (and if so requested by the Company, each 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 at the time of receipt of such notice), until the receipt of written notification from the Company that the circumstances requiring the discontinuation of the use of such Registration Statement have ended and, if applicable, receipt from the Company of copies of a supplemented or amended prospectus. 2.6.2. Each Holder whose Registrable Securities are included in a Registration Statement pursuant to an Underwritten Offering severally agrees to enter into such lock-up agreement as the Managing Underwriter may in its reasonable discretion require in connection with any such Underwritten Offering (which lock-up agreement may provide for a lock-up period of up to 90 days); provided, however, that all executive officers and directors of the Company shall be subject to similar restrictions or enter into similar agreements (subject to such exceptions as the Managing Underwriter may permit in its reasonable discretion). 2.6.3. Each Holder agrees to notify the Company, at any time when a prospectus relating to a Registration Statement contemplated by Sections 2.1 or 2.2, as the case may be, is required to be delivered by it under the Securities Act, of the occurrence of any event relating to the Holder which requires the preparation of a supplement or amendment to such prospectus included in the Registration Statement 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 a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading relating to such Holder, and each 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 preceding sentence of this subsection, the 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 (and in any event within 60 days of any such Company notice) make available to each Holder and, if so requested by the Company, each 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 at the time of delivery of such notice. 2.6.4. Each Holder shall promptly furnish to the Company such information regarding such Holder and the distribution proposed by such Holder as the Company may reasonably request in writing or as shall be required in connection with any registration, qualification or compliance referred to in this Section 2. Such Holder will assist the Company in updating such information in the Registration Statement and any prospectus supplement relating thereto. 2.6.5. Each Holder hereby covenants with the Company not to make any disposition of Registrable Securities pursuant to the Registration Statement other than in compliance with the Securities Act and other applicable laws (provided, that for purposes of this covenant, each Holder shall be entitled to rely on the accuracy and completeness of disclosures with respect to which the Company is providing indemnification pursuant to Section 2.5 hereof).

Covenants of Holders. 2.6.1. Each Holder agrees that(a) The Holders will not offer or sell, upon receipt without the Company’s consent, not to be unreasonably withheld, any Registrable Securities by means of any notice from “free writing prospectus” (as defined in Rule 405 under the Company Securities Act) that is required to be filed by a Holder with the SEC pursuant to Section 2.4.6, such Holder will forthwith discontinue disposition of Registrable Rule 433 under the Securities pursuant Act (any free writing prospectus consented to the applicable Registration Statement (and if so requested by the Company, a “Permitted Free Writing Prospectus”). The Company agrees that it will treat each Holder shall deliver to the Company all copies, other than permanent file copies, then Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in such Holder’s possession, of the prospectus covering such Registrable Securities at the time of receipt of such notice), until the receipt of written notification from the Company that the circumstances requiring the discontinuation of the use of such Registration Statement have ended and, if applicable, receipt from the Company of copies of a supplemented or amended prospectus. 2.6.2. Each Holder whose Registrable Securities are included in a Registration Statement pursuant to an Underwritten Offering severally agrees to enter into such lock-up agreement as the Managing Underwriter may in its reasonable discretion require in connection with any such Underwritten Offering (which lock-up agreement may provide for a lock-up period of up to 90 days); provided, however, that all executive officers Rules 164 and directors of the Company shall be subject to similar restrictions or enter into similar agreements (subject to such exceptions as the Managing Underwriter may permit in its reasonable discretion). 2.6.3. Each Holder agrees to notify the Company, at any time when a prospectus relating to a Registration Statement contemplated by Sections 2.1 or 2.2, as the case may be, is required to be delivered by it 433 under the Securities Act, and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the SEC where required, legending and record keeping. (b) In the event of a sale of the occurrence Company’s equity securities by the Company in an underwritten offering, whether or not the Holders participate therein but subject to the Company’s compliance with Section 2(e), the Holders hereby agree not to effect any sale or distribution (including, without limitation, any offer to sell, contract to sell, short sale, or any option to purchase) of any event relating securities (except, in each case, as part of such underwritten offering, if applicable) that are the same or similar to those being offered in connection with such public sale, or any securities convertible into or exchangeable for such securities, during the Holder which requires period beginning five (5) days before, and ending sixty (60) days (or such lesser period as may be permitted by the preparation Company or such managing underwriter or underwriters) after, the effective date of a supplement or amendment to such prospectus included in the Registration Statement so thatfiled in connection with such underwritten offering, 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 a material fact necessary extent notified in order to make the statements therein, in light of the circumstances under which they were made, not misleading relating to such Holder, and each Holder shall promptly make available to writing by the Company or the information to enable the Company to prepare any such supplement managing underwriter or amendmentunderwriters. Each Holder also agrees thatto execute an agreement evidencing the restrictions in this Section 4(b) in customary form, upon delivery of any notice by it which form is satisfactory to the Company of the happening of any event of the kind described in the preceding sentence of this subsection, the 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 (and in any event within 60 days of any such Company notice) make available to each Holder and, if so requested by the Company, each 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 at the time of delivery of such notice. 2.6.4. Each Holder shall promptly furnish to the Company such information regarding such Holder and the distribution proposed by such Holder as the underwriters. The Company may reasonably request in writing or as shall be required in connection with any registration, qualification or compliance referred to in this Section 2. Such Holder will assist the Company in updating such information in the Registration Statement and any prospectus supplement relating thereto. 2.6.5. Each Holder hereby covenants with the Company not to make any disposition of Registrable Securities pursuant to the Registration Statement other than in compliance with the Securities Act and other applicable laws (provided, that for purposes of this covenant, each Holder shall be entitled to rely on the accuracy and completeness of disclosures impose stop-transfer instructions with respect to which the Company is providing indemnification pursuant securities subject to the foregoing restrictions until the end of the required period. This Section 2.5 hereof)4(b) shall not be applicable to a Holder that does not own any Registrable Securities.

Covenants of Holders. 2.6.1. Each Holder agrees that(a) The Holders will not offer or sell, upon receipt without the Company's consent, not to be unreasonably withheld, any Registrable Securities by means of any notice from “free writing prospectus” (as defined in Rule 405 under the Company Securities Act) that is required to be filed by a Holder with the SEC pursuant to Section 2.4.6, such Holder will forthwith discontinue disposition of Registrable Rule 433 under the Securities pursuant Act (any free writing prospectus consented to the applicable Registration Statement (and if so requested by the Company, a “Permitted Free Writing Prospectus”). The Company agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rules 164 and 433 under the Securities Act, and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the SEC where required, legending and record keeping. (b) In the event of a public sale of the Company's equity securities by the Company in an underwritten offering, whether or not the Holders participate therein but subject to the Company's compliance with Section 3(e), the Holders hereby agree not to effect any sale or distribution (including, without limitation, any offer to sell, contract to sell, short sale, or any option to purchase) of any securities (except, in each case, as part of such underwritten offering, if applicable) that are the same or similar to those being offered in connection with such public sale, or any securities convertible into or exchangeable for such securities, during the period beginning five (5) days before, and ending sixty (60) days (or such lesser period as may be permitted by the Company or such managing underwriter or underwriters) after, the effective date of the Registration Statement filed in connection with such underwritten offering, to the extent notified in writing by the Company or the managing underwriter or underwriters; provided that if any other holder of Company securities is released from similar “lock-up” obligations with respect to such an underwritten offering and the aggregate of securities so released is greater than 250,000 shares, then the Holders shall also be released from their “lock-up” obligations in an amount of securities equal to the amount of securities so released for such other securityholders, such release pro rata among the Holders based on the number of their Shares subject to the “lock-up.” Each Holder shall deliver also agrees to execute an agreement evidencing the restrictions in this Section 5(b) in customary form, which form is satisfactory to the Company all copies, other than permanent file copies, then in such Holder’s possession, of and the prospectus covering such Registrable Securities at the time of receipt of such notice), until the receipt of written notification from the Company underwriters; provided that the circumstances requiring the discontinuation of the use of such Registration Statement have ended and, if applicable, receipt from the Company of copies of a supplemented or amended prospectus. 2.6.2. Each Holder whose Registrable Securities are included in a Registration Statement pursuant to an Underwritten Offering severally agrees to enter into such lock-up agreement as the Managing Underwriter may in its reasonable discretion require in connection with any such Underwritten Offering (which lock-up agreement may provide for a lock-up period of up to 90 days); provided, however, that all executive officers and directors of the Company shall be subject to similar restrictions or enter into similar agreements (subject to such exceptions as for not less than the Managing Underwriter may permit in its reasonable discretion). 2.6.3. Each Holder agrees to notify the Company, at any time when a prospectus relating to a Registration Statement contemplated by Sections 2.1 or 2.2, as the case may be, is entire period required to be delivered by it under the Securities Act, of the occurrence of any event relating to the Holder which requires the preparation of a supplement or amendment to such prospectus included in the Registration Statement 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 a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading relating to such Holder, and each Holder shall promptly make available to the Company the information to enable the Company to prepare any such supplement or amendmentHolders hereunder. 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 preceding sentence of this subsection, the 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 (and in any event within 60 days of any such Company notice) make available to each Holder and, if so requested by the Company, each 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 at the time of delivery of such notice. 2.6.4. Each Holder shall promptly furnish to the Company such information regarding such Holder and the distribution proposed by such Holder as the The Company may reasonably request in writing or as shall be required in connection with any registration, qualification or compliance referred to in this Section 2. Such Holder will assist the Company in updating such information in the Registration Statement and any prospectus supplement relating thereto. 2.6.5. Each Holder hereby covenants with the Company not to make any disposition of Registrable Securities pursuant to the Registration Statement other than in compliance with the Securities Act and other applicable laws (provided, that for purposes of this covenant, each Holder shall be entitled to rely on the accuracy and completeness of disclosures impose stop-transfer instructions with respect to which the Company is providing indemnification pursuant securities subject to the foregoing restrictions until the end of the required period. This Section 2.5 hereof)5(b) shall not be applicable if the Holders do not own, in the aggregate, 5% or more of the Common Stock outstanding immediately prior to the underwritten offering.