Hold-Back Agreements. (a) The Company agrees (i) if so required by the managing underwriter of an underwritten offering effected pursuant to a Registration under Section 2 or 3 hereof, not to effect any public or private sale or distribution of securities of the same type (including any underlying securities) as the Registrable Securities included in such underwritten registration, or any securities convertible into or exchangeable or exercisable for such securities, during the seven days prior to the pricing of such offering and until the earlier of (A) the end of the 180-day period beginning on the date of pricing of such offering (except as part of such underwritten offering and except pursuant to registrations on Form S-4 or Form S-8 (or any successor form to such Form)), unless the managing underwriter for such offering otherwise agrees, and (B) the abandonment of such offering, and (ii) to use reasonable best efforts to cause each holder of securities of the same type as the securities included in such underwritten offering, or any securities convertible into or exchangeable or exercisable for such securities, in each case purchased from the Company at any time after the date of this Agreement (other than in a registered public offering) to agree not to effect any public or private sale or distribution or otherwise dispose (including sales pursuant to Rule 144 under the Securities Act) of any such securities during such period (except as part of such underwritten registration, if otherwise permitted), unless the managing underwriter for such offering otherwise agrees.
(b) If the Company registers securities of the Company in connection with an underwritten public offering of Common Stock solely by the Company, the Holders, if so requested by the managing underwriter of such underwritten offering, agree not to effect any public sale or distribution of any of the Registrable Securities, including any sale pursuant to Rule 144 under the Securities Act (other than as a part of such underwritten public offering) without the consent of the Company or such managing underwriter during the period commencing on a date specified by the underwriter, such date not to exceed seven days prior to the effective date of such registration statement, and ending on the earlier of (A) 180 days after the pricing of such offering, (B) the abandonment of such offering and (C) the first date on which the Company or any affiliate or executive officer of the Company is permitted to sell shares of Co...
Hold-Back Agreements. The Company agrees that it will not effect any public or private sale or distribution (including a sale pursuant to Regulation D under the Securities Act) of any securities the same as or similar to those covered by a Registration Statement filed pursuant to Section 2 or 3 hereof (other than Additional Notes (as defined in the Indenture) issued under the Indenture), or any securities convertible into or exchangeable or exercisable for such securities, during the 10 days prior to, and during the 90-day period beginning on, the effective date of any Registration Statement filed pursuant to Sections 2 and 3 hereof unless the Holders of a majority in the aggregate principal amount of the Registrable Notes to be included in such Registration Statement consent, if the managing underwriter thereof so requests in writing.
Hold-Back Agreements. (a) Restrictions on Public Sale by Holder of Registrable Securities. Each holder of Registrable Securities whose Registrable Securities are covered by a Registration Statement filed pursuant to Section 3 hereof agrees, if requested by the managing underwriters in an underwritten offering, not to effect any public sale or distribution of securities of the Company of the same class as the securities included in such Registration Statement, including a sale pursuant to Rule 144 under the Securities Act (except as part of such underwritten registration), during the 10-day period prior to, and during the 90-day period beginning on, the closing date of each underwritten offering made pursuant to such Registration Statement, to the extent timely notified in writing by the Company or the managing underwriters; provided, however, that each holder of Registrable Securities shall be subject to the hold-back restrictions of this Section 5(a) only once during each 12-month period of this Agreement.
(b) Restrictions on Sale of Common Stock by the Company and Others. In the event a holder of Registrable Securities notifies the Company in writing of its intent to effect an underwritten offering of any Registrable Securities, the Company agrees (1) not to effect any public or private offer, sale or distribution of its Common Stock, including a sale pursuant to Regulation D under the Securities Act, during the 10-day period prior to, and during the 45-day period beginning with, the effective date of a Registration Statement filed under Section 3 to the extent timely notified in writing by a holder of Registrable Securities or the managing underwriters (except as part of such registration, if permitted, or pursuant to registrations on Forms S-4 or S-8 or any successor form to such Forms).
Hold-Back Agreements. If and whenever the Company proposes to -------------------- register any of its equity securities under the Securities Act, whether or not for its own account (other than pursuant to a Special Registration), or is required to use its best efforts to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 3.1 or 3.2, each holder of Registrable Securities, if required by the managing underwriter, agrees by acquisition of such Registrable Securities not to effect (other than pursuant to such registration) any public sale or distribution, including, but not limited to, any sale pursuant to Rule 144 or Rule 144A, of any Registrable Securities, any other equity securities of the Company or any securities convertible into or exchangeable or exercisable for any equity securities of the Company during the 20 day period prior to or the 90 day period following the effective date of such registration, provided that each holder of Registrable Securities further agrees that, if required by the managing underwriter for such registered offering, he shall not effect any such public sale or distribution during the 180 day period following the effective date of such registration, and the Company agrees to cause each holder of any equity security, or of any security convertible into or exchangeable or exercisable for any equity security, of the Company purchased or acquired from the Company at any time other than in a Public Offering to enter into a similar agreement with the Company. The Company will continue to file timely and accurately all reports required by Sections 13(a) and 15(d) of the Exchange Act, until the earlier to occur of (x) the fifth anniversary of the date hereof and (y) such time as the Common Stock is no longer registered under Section 12 of the Exchange Act.
Hold-Back Agreements. If requested by the Company or any underwriter of securities of the Company, Holders shall not sell or otherwise transfer or dispose of any Common Stock (other than pursuant to such registration) during the period 15 days prior to and 120 days following the effective date of registration statement relating to the offering of the Company's securities for its own account or such longer period that the underwriters may reasonably request. The obligations described in this Section 2.9 shall not apply to a registration on Form S-4 or Form S-8 or similar forms which may be promulgated in the future.
Hold-Back Agreements. (a) Restrictions on Public Sale by Holder of Registrable Securities. To the extent consistent with applicable law, each holder of Registrable Securities whose Registrable Securities are included in a Registration Statement filed pursuant to Paragraph 3 hereof agrees not to effect any public sale or distribution of the issue being registered or any similar security of the Company, including a sale pursuant to Rule 144 under the Securities Act, during the 7-day period prior to, and during the 90-day period beginning on, the effective date of such Registration Statement, to the extent such sales may prevent the Company from being in compliance with the Exchange Act; provided, however, that no such restriction shall apply to sales of Registrable Securities made pursuant to that Registration Statement, which may be made at any time following the effective date of that Registration Statement.
(b) Restrictions on Public Sale by the Company and Others. The Company shall not effect any public or nonpublic sale or distribution of any securities similar to those being registered, or any securities convertible into or exchangeable or exercisable for any such securities or similar securities, during the 7-day period prior to, and during the 90-day period beginning on, the effective date of any Registration Statement in which holders of Registrable Securities are participating or the commencement of a public distribution of Registrable Securities pursuant to any such Registration Statement (except (i) as part of such registration or pursuant to registrations on SEC Xxxxx X-0 xx S-8 or any similar or successor form, or on any form filed in connection with an exchange offer or an offering of securities solely to the existing stockholders or employees of the Company or (ii) for sales or other issuances of securities pursuant to outstanding options, warrants, rights or similar obligations).
Hold-Back Agreements. In connection with each public offering, each Stockholder and the Company shall agree not to effect any public sale or distribution, including any sale pursuant to Rule 144 under the Securities Act, of any equity securities of the Company, or of any security convertible into or exchangeable or exercisable for any equity security of the Company (in each case, other than as part of such underwritten public offering), within seven days before or 90 days (or such lesser period as the managing underwriters may permit) after the effective date of such registration; provided that a Stockholder shall be so limited only if notice of the effective date of such registration statement has been given to such Stockholder. The Company hereby also agrees to use its best efforts to cause as the managing underwriters may require each other holder ("Non-Public Holders") of any equity security, or of any security convertible into or exchangeable or exercisable for any equity security, of the Company purchased from the Company (at any time other than in a public offering) to so agree. The foregoing provisions shall not apply to any holder of Registrable Securities if such holder is prevented by applicable statute or regulation from entering into any such agreement; provided, however, that any such holder shall undertake, in its request to participate in any such underwritten offering, not to effect any public sale or distribution of Registrable Securities (except as part of such underwritten registration) during such period unless it has provided 45 days prior written notice of such sale or distribution to the managing underwriter or underwriter.
Hold-Back Agreements. The Company agrees (i) without the prior written consent of the Holders of a majority of the aggregate principal amount of the then outstanding Securities, not to effect any public or private sale or distribution (including a sale pursuant to Regulation D under the Securities Act) of any securities the same as or substantially similar to those covered by a Registration Statement filed pursuant to Section 2 or 3, or any securities convertible into or exchangeable or exercisable for such securities, during the 10 days prior to, and during the 90-day period beginning on, (A) the effective date of any Registration Statement filed pursuant to Sections 2 and 3, unless the Holders of a majority in aggregate principal amount of Registrable Securities to be included in such Registration Statement consent or (B) the commencement of an underwritten public distribution of Registrable Securities, where the managing underwriter so requests; and (ii) to cause each holder of such securities that are the same as or substantially similar to Registrable Securities issued at any time after the date of this Agreement (other than securities purchased in a registered public offering) to agree, unless prevented by applicable statute or regulation, not to effect any public sale or distribution of any such securities during such periods, including a sale pursuant to Rule 144 or Rule 144A.
Hold-Back Agreements. (a) Each holder of Registrable Shares agrees, if such holder is reasonably requested by an underwriter in an Underwritten Offering for the Company (whether for the account of the Company or otherwise), not to effect any public sale or distribution of any of the Company's equity securities, including a sale pursuant to Rule 144 (except as part of such Underwritten Registration), during the 10-day period prior to, and during the 90-day period beginning on, the closing date of such Underwritten Offering.
(b) The Company agrees, to the extent not inconsistent with applicable law, and if and to the extent requested by the managing underwriter of an Underwritten Registration of Registrable Shares pursuant to Section 3 hereof, not to effect any public sale or distribution of any of its equity securities or of any security convertible into or exchangeable or exercisable for any equity security of the Company (other than any such sale or distribution of such securities on Form S-4 or in connection with an employee stock option or other benefit plan) during the 15 days prior to, and for a period of 90 days (or such longer period as the underwriters of such Underwritten Offering may reasonably request) beginning on, the effective date of such Registration Statement (except as part of such registration).
Hold-Back Agreements. The Issuer agrees that it will not effect any public or private sale or distribution (including a sale pursuant to Regulation D under the Securities Act) of any securities the same as or similar to those covered by a Registration Statement filed pursuant to Section 2 or 3 hereof, or any securities convertible into or exchangeable or exercisable for such securities, during the 10 days prior to, and during the 90-day period beginning on, (A) the effective date of any Registration Statement filed pursuant to Sections 2 and 3 hereof unless the Holders of a majority in the aggregate principal amount of the Registrable Notes to be included in such Registration Statement consent or (B) the commencement of an underwritten public distribution of Registrable Warrant Shares, if the managing underwriter thereof so requests.
