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Common use of Hold-Back Agreements Clause in Contracts

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 reasonable best efforts to effect the registration of any Registrable Securities (as such term is defined in the Registration Rights Agreement, dated as of the date hereof, by and between the Company, NCP-SBG and the other parties thereto (the "Registration Rights Agreement")) under the Securities Act pursuant to Sections 3.1 or 3.2 of the Registration Rights Agreement, each party hereto, if required by the managing underwriter in an underwritten offering, agrees 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 for 90 days (or 180 days, if the managing underwriter so requires) after, and during the 20 days prior to, the effective date of such registration, to the extent timely notified in writing by the Company or the managing underwriter, 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 from the Company at any time other than in a Public Offering to enter into a similar agreement with the Company. The Company further agrees not to effect (other than pursuant to such registration or pursuant to a Special Registration) any public sale or distribution, or to file any registration statement (other than such registration or a Special Registration) covering any, of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the 20 days prior to, and for 90 days (or 180 days, if the managing underwriter so requires) after, the effective date of such registration if required by the managing underwriter.

Appears in 3 contracts

Samples: Stockholders Agreement (NCP SBG Lp), Stockholders Agreement (Saratoga Beverage Group Inc), Stock Purchase Agreement and Agreement and Plan of Merger (NCP SBG Lp)

Hold-Back Agreements. If and whenever the (a) The Company proposes to register any of its equity securities under the Securities Act, whether or not for its own account agrees (other than pursuant to a Special Registration), or is required to use its reasonable best efforts to effect the registration of any Registrable Securities (as such term is defined in the Registration Rights Agreement, dated as of the date hereof, by and between the Company, NCP-SBG and the other parties thereto (the "Registration Rights Agreement")i) under the Securities Act pursuant to Sections 3.1 or 3.2 of the Registration Rights Agreement, each party hereto, if so required by the managing underwriter in of an underwritten offeringoffering effected pursuant to a Registration under Section 2 or 3 hereof, agrees not to effect (other than pursuant to such registration) any public or private sale or distribution, including, but not limited to, any sale pursuant to Rule 144 or Rule 144A, distribution of any Registrable Securities, any other equity securities of the Company or same type (including any securities convertible into or exchangeable or exercisable for any equity securities of underlying securities) as the Company for 90 days (or 180 days, if the managing underwriter so requires) after, and during the 20 days prior to, the effective date of Registrable Securities included in such underwritten registration, to the extent timely notified in writing by the Company or the managing underwriter, 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 from the Company at any time other than in a Public Offering to enter into a similar agreement with the Company. The Company further agrees not to effect (other than pursuant to such registration or pursuant to a Special Registration) any public sale or distribution, or to file any registration statement (other than such registration or a Special Registration) covering any, of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the 20 seven days prior to, to the pricing of such offering and for 90 days 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 180 daysany successor form to such Form)), if 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 requiresrequested 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) afterwithout 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 if required by statement, and ending on the managing underwriterearlier 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 Common Stock of the Company.

Appears in 3 contracts

Samples: Registration Rights Agreement (Plum Creek Timber Co Inc), Registration Rights Agreement (Plum Creek Timber Co L P), Registration Rights Agreement (Cmgi Inc)

Hold-Back Agreements. If and whenever the Company proposes to register any (a) Restrictions on Public Sale by Holder of its equity securities under the Registrable ---------------------------------------------------- Securities. Each holder of Registrable Securities Act, whether or not whose Registrable Securities ---------- are eligible for its own account (other than inclusion in a Registration Statement filed pursuant to a Special Registration)Sections 3 or 4 agrees, if requested by the managing underwriter or is required to use its reasonable best efforts to effect the registration underwriters in an underwritten offering of any Registrable Securities Securities, not to effect any public sale or distribution of Registrable Securities, including a sale pursuant to Rule 144 (as such term is defined or any similar provision then in the Registration Rights Agreement, dated as of the date hereof, by and between the Company, NCP-SBG and the other parties thereto (the "Registration Rights Agreement")force) under the Securities Act pursuant to Sections 3.1 or 3.2 (except as part of such underwritten registration), during the Registration Rights Agreement, each party hereto, if required by the managing underwriter in an underwritten offering, agrees not to effect (other than pursuant to such registration) any public sale or distribution, including, but not limited 10-day period prior 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 for 90 days (or 180 days, if the managing underwriter so requires) after, and during the 20 days prior to, 90-day period (or such shorter period as may be agreed to by the parties hereto) beginning on the effective date of such registrationRegistration Statement, to the extent timely notified in writing by the Company or the managing underwriter or underwriters. 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. (b) Restrictions on Public Sale by the Company and Others. ----------------------------------------------------- The Company agrees (i) not to effect any public sale or distribution of any of its Common Stock for its own account during the 10-day period prior to, and during the Company agrees 90-day period beginning on, the effective date of a Registration Statement filed pursuant to Sections 3 or 4 (except as part of a Special Registration Statement), and (ii) use reasonable efforts 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 Common Stock purchased from the Company at any time after the date of this Agreement (other than in a Public Offering registered public offering) to enter into a similar agreement with the Company. The Company further agrees agree not to effect (other than pursuant to such registration or pursuant to a Special Registration) any public sale or distributiondistribution of any such securities during such period, or including a sale pursuant to file any registration statement Rule 144 under the Securities Act (other than except as part of such registration or a Special Registration) covering any, of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the 20 days prior to, and for 90 days (or 180 daysunderwritten registration, if the managing underwriter so requires) after, the effective date of such registration if required by the managing underwriterpermitted).

Appears in 2 contracts

Samples: Registration Rights Agreement (Citicorp), Registration Rights Agreement (Delco Remy International Inc)

Hold-Back Agreements. If and whenever the Company proposes to register any a. Restrictions on Public Sale by Holder 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 reasonable best efforts to effect the registration Registrable Securities. Each holder of any Registrable Securities (as such term is defined in the Registration Rights Agreement, dated as of the date hereof, by and between the Company, NCP-SBG and the other parties thereto (the "Registration Rights Agreement")) under the Securities Act pursuant to Sections 3.1 or 3.2 of the Registration Rights Agreement, each party heretoagrees, if required requested in writing by the managing underwriter underwriters in an underwritten offeringUnderwritten Offering, agrees not to effect (other than pursuant to such registration) any public sale or distributiondistribution of Registrable Securities of the Company of the same class as the securities included in the applicable registration statement, including, but not limited to, any including a sale pursuant to Rule 144 under the Securities Act (except as part of such Underwritten Offering or Rule 144Aif, prior to receiving such request, such holder has given a Demand Notice or a notice of any Registrable Securitiescommencement of a public sale or distribution pursuant to the Shelf Registration), any other equity securities during the ten (10) day period prior to the filing of the Company or any securities convertible into or exchangeable or exercisable for any equity securities of the Company for 90 days (or 180 days, if the managing underwriter so requires) afterregistration statement with respect to such Underwritten Offering, and during the 20 days prior to, ninety (90) day period beginning on the effective date of the registration statement with respect to such registrationUnderwritten Offering, to the extent timely notified in writing by the Company or the managing underwriterunderwriters, and or, in the Company agrees to cause each holder case of any Equity Securitya shelf offering, or the date of any security convertible into or exchangeable or exercisable for any Equity Security, commencement of the Company purchased from the Company at any time other than in a Public Offering to enter into a similar agreement with the Company. The Company further agrees not to effect (other than public distribution of Registrable Securities pursuant to such registration or pursuant statement, as applicable. Notwithstanding the foregoing, if requested in writing by the managing underwriters in an Underwritten Offering that closes prior to a Special Registration) the Cutoff Date, Ameritech shall not effect any public sale or distributiondistribution of Registrable Securities of the Company of the same class as the securities included in the applicable registration statement, or including a sale pursuant to file any registration statement (other than such registration or a Special Registration) covering any, of its equity securities, or any securities convertible into or exchangeable or exercisable for such securitiesRule 144 under the Securities Act, during the 20 days ten (10) day period prior toto the filing of the registration statement with respect to such Underwritten Offering, and for 90 days during the thirty (or 180 days, if 30) day period beginning on the managing underwriter so requires) after, the effective closing date of such registration if required by the managing underwriterUnderwritten Offering.

Appears in 2 contracts

Samples: Registration Rights Agreement (State Street Bank & Trust Co), Registration Rights Agreement (Ameritech Pension Trust)

Hold-Back Agreements. If and whenever the Company proposes to register any (a) Restrictions on Public Sale by Holder 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 reasonable best efforts to effect the registration of any Registrable Securities (as such term is defined in the Registration Rights Agreement, dated as of the date hereof, by and between the Company, NCP-SBG and the other parties thereto (the "Registration Rights Agreement")) under the Securities Act pursuant to Sections 3.1 or 3.2 of the Registration Rights Agreement, each party heretoSecurities. USAA agrees, if required reasonably requested by the managing underwriter underwriters in an underwritten offeringUnderwritten Offering, agrees not to effect (other than pursuant to such registration) any public sale or distributiondistribution of securities of the Company of the same class as the securities included in such Registration Statement, including, but not limited to, any including a sale pursuant to Rule 144 or Rule 144Aunder the Securities Act (except as part of such Underwritten Registration), during the 10-day period prior to the filing 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 for 90 days (or 180 days, if the managing underwriter so requires) aftera Registration Statement with respect to such Underwritten Offering, and during the 20 days prior to, 90-day period beginning on the effective closing date of each Underwritten Offering made pursuant to such registrationRegistration Statement, to the extent timely notified in writing by the Company or the managing underwriter, and the Company agrees to cause each holder underwriters. (b) Restrictions on Sale 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 enter into a similar agreement with Securities by the Company. The Company further agrees not to effect (other than pursuant to such registration or pursuant to a Special Registration) any public sale or distribution, or distribution of any securities similar to file any registration statement (other than such registration or a Special Registration) covering any, of its equity securitiesthose being registered, or any securities convertible into or exchangeable or exercisable for such securitiessecurities (except pursuant to a registration statement on Form S-4 or S-8, or any substitute form that may be adopted by the SEC) during the 20 ten days prior toto the filing of a registration statement with respect to such Underwritten Offering, and for 90 days (or 180 days, if during the managing underwriter so requires) after, 90-day period beginning on the effective date of any Registration Statement (except as part of such registration if required statement (x) where USAA consents or (y) where USAA is participating in such registration statement pursuant to Section 2(c) hereof, such registration statement was filed by the managing underwriterCompany with respect to the sale of securities by the Company, and USAA is not simultaneously participating in a registration statement pursuant to Section 2(b) hereof) or the commencement of a public distribution of Registrable Securities pursuant to such registration statement.

Appears in 2 contracts

Samples: Registration Rights Agreement (Usaa Real Estate Co), Registration Rights Agreement (Usaa Real Estate Co)

Hold-Back Agreements. If and whenever (i) Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities whose Registrable Securities are covered by a Shelf Registration Statement (which Registrable Securities are not being sold in the Company proposes to register any of its equity securities under the Securities Actunderwritten offering described below) agrees, whether or not for its own account if requested (other than pursuant to a Special Registration), timely written notice) by the Company or is required to use its reasonable best efforts to effect the registration of any Registrable Securities (as such term is defined in the Registration Rights Agreement, dated as of the date hereof, by and between the Company, NCP-SBG and the other parties thereto (the "Registration Rights Agreement")) under the Securities Act pursuant to Sections 3.1 or 3.2 of the Registration Rights Agreement, each party hereto, if required by the managing underwriter or underwriters in an underwritten offeringoffering of Registrable Securities, agrees not to effect (other than pursuant to such registration) any public sale or distributiondistribution of any securities within the class of securities covered by such Shelf Registration Statement or any similar class of securities of the Company, including, but not limited to, any including a sale pursuant to Rule 144 or Rule 144A144A (except as part of such underwritten offering), 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 for 90 days (or 180 days, if the managing underwriter so requires) after, and during the 20 period beginning 10 days prior to, and ending 60 days after, the effective date Issue Date of such registrationeach underwritten offering made pursuant to each Shelf Registration Statement, to the extent timely notified in writing by the Company or by the managing underwriterunderwriter or underwriters; provided, and the Company agrees to cause however, that each holder of any Equity Security, or Registrable Securities shall be subject to the hold-back restrictions of any security convertible into or exchangeable or exercisable for any Equity Security, this Section 3(d)(i) only once during the term of the Company purchased from the Company at any time other than in a Public Offering to enter into a similar agreement with the Companythis Agreement. The Company further agrees 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 (other than pursuant to such registration or pursuant to a Special Registration) any public sale or distribution, distribution of the class of securities covered by such Shelf Registration Statement (except as part of such underwritten offering) during such period unless it has provided 45 days' prior written notice of such sale or distribution to file any registration statement (other than such registration the Company or a Special Registration) covering any, of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the 20 days prior to, and for 90 days (or 180 days, if the managing underwriter so requires) afteror underwriters, as the effective date of such registration if required by the managing underwritercase may be.

Appears in 2 contracts

Samples: Registration Rights Agreement (Hermes Europe Railtel B V), Registration Rights Agreement (Hermes Europe Railtel B V)

Hold-Back Agreements. If and whenever (a) Restrictions on Public Sale by Holder of Registrable Securities. So long as the Investor holds Registrable Securities, the Investor agrees, in connection with any sale of securities by the Company proposes to register and in connection with any of its equity securities under the Securities Act, whether or not for its own account (other than Registration Statement filed pursuant to a Special Registration), Section 2 or is required to use its reasonable best efforts to effect the registration of any Registrable Securities (as such term is defined in the Registration Rights Agreement, dated as of the date hereof, by and between the Company, NCP-SBG and the other parties thereto (the "Registration Rights Agreement")) under the Securities Act pursuant to Sections 3.1 or 3.2 of the Registration Rights Agreement, each party hereto3, if required requested by the Company or the managing underwriter underwriters in an underwritten offeringUnderwritten Offering, agrees not to effect (other than pursuant to such registration) any public sale or distributiondistribution of securities of the Company, including, but not limited to, any including a sale pursuant to Rule 144 or Rule 144A(except as part of such Underwritten Offering), of any Registrable Securities, any other equity securities of during the Company or any securities convertible into or exchangeable or exercisable for any equity securities of the Company for 90 days (or 180 days, if the managing underwriter so requires) after10-day period prior to, and during the 20 days prior to90-day period beginning on, the effective closing date of each offering made by the Company or pursuant to such registrationRegistration Statement, to the extent timely notified in writing by the Company or the managing underwriterunderwriters; provided that such restrictions shall not be more restrictive in duration or scope than restrictions imposed on (i) any Person which has been granted registration rights by the Company (other than the "Majority Shareholders"), and (ii) any officer or director of the 5 Company or (iii) any 5% holder of Common Shares of the Company (other than the "Majority Shareholders"). (b) Restrictions on Sale of Securities by the Company. So long as the Investor holds Registrable Securities, the Company agrees to cause each holder of any Equity Securitythat, or of any security convertible into or exchangeable or exercisable for any Equity Security, without the written consent of the Company purchased from the Company at any time other than managing underwriter or underwriters in an Underwritten Offering of Registrable Securities covered by a Public Offering Registration Statement filed pursuant to enter into a similar agreement with the Company. The Company further agrees Section 2 or 3, not to effect (other than pursuant to such registration or pursuant to a Special Registration) any public sale or distribution, or distribution of any securities similar to file any registration statement (other than such registration or a Special Registration) covering any, of its equity securitiesthose being registered, or any securities convertible into or exchangeable or exercisable for such securities, securities during the 20 days 10-day period prior to, and for 90 days (or 180 days, if the managing underwriter so requires) after90-day period beginning on, the effective closing date of each Underwritten Offering (except (w) as part of such registration if required Underwritten Offering, (x) pursuant to registrations on Form S-4 or Form S-8 or any successor form to such forms or to register for resale any securities awarded pursuant to an offering to the Company's employees or Trust Managers, or to employees of its subsidiaries, pursuant to any employee benefit plan (as defined in Rule 405 under the Securities Act), (y) in connection with an exchange offer or (z) in connection with the acquisition of assets by the managing underwriterCompany, the Operating Partnership or any of their affiliates).

Appears in 2 contracts

Samples: Registration Rights Agreement (American Industrial Properties Reit Inc), Registration Rights Agreement (American Industrial Properties Reit Inc)

Hold-Back Agreements. If and whenever the Company proposes to register any (a) Restrictions on Public Sale by Holder of its equity securities under the Registrable Securities. Each holder of Registrable Securities Act, whether or not whose Registrable Securities are eligible for its own account (other than inclusion in a Registration Statement filed pursuant to a Special Registration)Sections 3 or 4 agrees, if requested by the managing underwriter or is required to use its reasonable best efforts to effect the registration underwriters in an underwritten offering of any Registrable Securities Securities, not to effect any public sale or distribution of Registrable Securities, including a sale pursuant to Rule 144 (as such term is defined or any similar provision then in the Registration Rights Agreement, dated as of the date hereof, by and between the Company, NCP-SBG and the other parties thereto (the "Registration Rights Agreement")force) under the Securities Act pursuant to Sections 3.1 or 3.2 (except as part of such underwritten registration), during the Registration Rights Agreement, each party hereto, if required by the managing underwriter in an underwritten offering, agrees not to effect (other than pursuant to such registration) any public sale or distribution, including, but not limited 10-day period prior 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 for 90 days (or 180 days, if the managing underwriter so requires) after, and during the 20 days prior to, 90-day period (or such shorter period as may be agreed to by the parties hereto) beginning on the effective date of such registrationRegistration Statement, to the extent timely notified in writing by the Company or the managing underwriter or underwriters. 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. (b) Restrictions on Public Sale by the Company and Others. The Company shall (i) not effect any public sale or distribution of any of its Common Stock for its own account during the 10-day period prior to, and during the Company agrees 90-day period beginning on, the effective date of a Registration Statement filed pursuant to Sections 3 or 4 (except as part of a Special Registration Statement), and (ii) use reasonable efforts 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 Common Stock purchased from the Company at any time after the date of this Agreement (other than in a Public Offering registered public offering) to enter into a similar agreement with the Company. The Company further agrees agree not to effect (other than pursuant to such registration or pursuant to a Special Registration) any public sale or distributiondistribution of any such securities during such period, or including a sale pursuant to file any registration statement Rule 144 under the Securities Act (other than except as part of such registration or a Special Registration) covering any, of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the 20 days prior to, and for 90 days (or 180 daysunderwritten registration, if the managing underwriter so requires) after, the effective date of such registration if required by the managing underwriterpermitted).

Appears in 2 contracts

Samples: Registration Rights Agreement (Spectra Physics Lasers Inc), Registration Rights Agreement (Spectra Physics Lasers Inc)

Hold-Back Agreements. If and whenever the Company Corporation 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 reasonable best efforts to effect the registration of any Registrable Securities (as such term is defined in the Registration Rights Agreement, dated as of the date hereof, by and between the Company, NCP-SBG and the other parties thereto (the "Registration Rights Agreement")) under the Securities Act pursuant to Sections 3.1 Section 2.1 or 3.2 of the Registration Rights Agreement2.2, each party heretoHolder, if required by the managing underwriter in an underwritten offering, 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 144A144, of any Registrable Securities, any other equity securities of the Company Corporation or any securities convertible into or exchangeable or exercisable for any equity securities of the Company for 90 days (or 180 days, if the managing underwriter so requires) after, and Corporation during the 20 10 days prior to, and for 180 days after, the effective date of such registration, to the extent timely notified in writing by the Company Corporation or the managing underwriter, and the Company Corporation agrees to cause each holder of any Equity Securityequity security, or of any security convertible into or exchangeable or exercisable for any Equity Securityequity security, of the Company Corporation purchased from the Company Corporation at any time other than in a Public Offering public offering to enter into a similar agreement with the CompanyCorporation. The Company foregoing provisions shall not apply to any Holder 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 any applicable class of Registrable Securities commencing on the date of sale of such applicable class of Registrable Securities unless it has provided 45 days prior written notice of such sale or distribution to the underwriter or underwriters. The Corporation further agrees not to effect (other than pursuant to such registration or pursuant to a Special Registration) any public sale or distribution, or to file any registration statement Registration Statement (other than such registration or a Special Registration) covering any, of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the 20 10 days prior to, and for 90 days (or 180 days, if the managing underwriter so requires) after, the effective date of such registration if required by the managing underwriter.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Urs Corp /New/), Securities Purchase Agreement (Urs Corp /New/)

Hold-Back Agreements. If and whenever Bermore hereby agrees that, each time it is given the Company proposes opportunity to register any of its equity securities under the Securities Act, sell Bermore Shares in an Incidental Registration pursuant to Section 1.1 (whether or not it elects to exercise its Incidental Registration rights and include any Bermore Shares for its own account sale in the applicable registered, underwritten offering), if requested (other than pursuant to a Special Registration), or is required to use its reasonable best efforts to effect the registration of any Registrable Securities (as such term is defined in the Registration Rights Agreement, dated as of the date hereof, by and between the Company, NCP-SBG and the other parties thereto (the "Registration Rights Agreement")timely written notice) under the Securities Act pursuant to Sections 3.1 or 3.2 of the Registration Rights Agreement, each party hereto, if required by the managing underwriter in an Underwriter or Underwriters of such registered, underwritten offering, agrees 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, distribution of any Registrable Securities, any other equity securities of the issue being registered or a similar security of the Company or any securities convertible into or exchangeable or exercisable for such securities (including, without limitation, any equity securities sales pursuant to Rule 144 or Section 4.2(e) of the Company for 90 days Agreement and excluding Transfers pursuant to Section 4.2(a), (b) (but only to the extent Artal is permitted to engage in the underlying Transfer in connection with the selling restrictions contained in the applicable underwriting agreement, as the same may be amended, waived or 180 daysotherwise modified), if (c) or (d) of the Agreement), except as part of such underwritten offering, during the period (as requested by the managing underwriter so requiresUnderwriter) after, and during the 20 beginning not more than 10 days prior to, and ending up to 180 days after, the effective closing date of each underwritten offering made pursuant to such registrationRegistration Statement (or such shorter period as the managing Underwriter or Underwriters may agree), to the extent timely notified in writing by the Company or by the managing underwriterUnderwriter or Underwriters; provided, however, that such period shall in any event commence and terminate on the same date as the selling restrictions applicable to Artal in connection with such registered, underwritten offering commence and terminate, after giving effect to any waiver, shortening or other modification of such period in respect of Artal, whether before or after the consummation of such underwritten offering; provided further, however, that, without limiting the exceptions granted to Bermore in this Section 1.4, Bermore shall be entitled to the benefit of the same exceptions granted to Artal by the managing Underwriter or Underwriters, whether or not included in the applicable Underwriting Agreement; and provided further, however, that the Company agrees to cause each holder will notify Bermore as promptly as practicable if any such underwritten offering has been terminated, abandoned or indefinitely postponed, and, upon receipt of any Equity Security, or of any security convertible into or exchangeable or exercisable for any Equity Security, of the Company purchased such notice from the Company at any time other than Company, Bermore no longer will be subject to the Transfer restrictions contained in a Public Offering to enter into a similar agreement with this Section 1.4 in respect of (and solely in respect of) the Companyrelated underwritten offering. The Company further agrees not to effect (other than pursuant to such registration or pursuant to a Special Registration) any public sale or distributionshall, or to file any registration statement (other than such registration or a Special Registration) covering anyas promptly as practicable, advise Bermore of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the 20 days prior to, and for 90 days (or 180 days, if the managing underwriter so requires) after, the effective expected closing date of any such registration if required by the managing underwriterunderwritten offering and any subsequent changes with respect thereto.

Appears in 2 contracts

Samples: Stock Purchase and Stockholder's Agreement (Keebler Foods Co), Stock Purchase and Stockholder's Agreement (Flowers Industries Inc /Ga)

Hold-Back Agreements. If and the executive officers of the Company are required to enter into a similar agreement, if 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 reasonable best efforts to effect the registration of any Registrable Securities (as such term is defined in the Registration Rights Agreement, dated as of the date hereof, by and between the Company, NCP-SBG and the other parties thereto (the "Registration Rights Agreement")) under the Securities Act pursuant to Sections 3.1 or 3.2 Section 3.1, each Holder who at such time holds more than 5% of the Registration Rights Agreement, each party heretoissued and outstanding shares of Common Stock of the Company, if required by the managing underwriter in an underwritten offering, 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 144A144, 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 10 days prior to, and for 90 days (or 180 days, if the managing underwriter so requires) after, and during the 20 days prior to, the effective date of such registration, to the extent timely notified in writing by the Company or the managing underwriter, and the Company agrees to cause each holder of any Equity Securityequity security, or of any security convertible into or exchangeable or exercisable for any Equity Securityequity security, of the Company purchased from the Company at any time other than in a Public Offering public offering to enter into a similar agreement with the Company. The foregoing provisions shall not apply to any Holder 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 any applicable class of Registrable Securities commencing on the date of sale of such applicable class of Registrable Securities unless it has provided 45 days prior written notice of such sale or distribution to the underwriter or underwriters. The Company further agrees not to effect (other than pursuant to such registration or pursuant to a Special Registration) any public sale or distribution, or to file any registration statement Registration Statement (other than such registration or a Special Registration) covering any, of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the 20 10 days prior to, and for 90 days (or 180 days, if the managing underwriter so requires) after, the effective date of such registration if required by the managing underwriter.

Appears in 2 contracts

Samples: Registration Rights Agreement (Usa Education Inc), Registration Rights Agreement (Usa Education Inc)

Hold-Back Agreements. If and whenever (a) Restrictions on Public Sale by the Company proposes to register any Holders. Each Holder 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 reasonable best efforts to effect the registration of any Registrable Securities (as such term is defined in the Registration Rights Agreement, dated as of the date hereof, by and between the Company, NCP-SBG and the other parties thereto (the "Registration Rights Agreement")) under the Securities Act pursuant shall be deemed to Sections 3.1 or 3.2 of the Registration Rights Agreement, each party hereto, if required by the managing underwriter in an underwritten offering, agrees have agreed 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, public distribution 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 for 90 days (same or 180 days, if the managing underwriter so requires) after, and during the 20 days prior to, the effective date of such registration, to the extent timely notified in writing by the Company similar class or the managing underwriter, 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, classes of the Company purchased from the Company at any time other than securities included in a Public Offering to enter into a similar agreement with the Company. The Company further agrees not to effect (other than pursuant to such registration or pursuant to a Special Registration) any public sale or distribution, or to file any registration statement (other than such registration or a Special Registration) covering any, of its equity securities, Registration Statement or any securities convertible into or exchangeable or exercisable for such securities, including a sale pursuant to Rule 144 or Rule 144A under the Securities Act, during the 20 days 15-day period prior to, and for 90 days (or 180 daysduring such period of time as may be required by the Managing Underwriter, if the managing underwriter so requires) afterbut not to exceed a 90-day period beginning on, the effective date of such registration if required the Registration Statement (except pursuant to an Underwritten Offering being conducted by the managing underwriterManaging Underwriters), except to the extent otherwise agreed in writing by the Managing Underwriter. The foregoing restriction shall apply to all Holders automatically for the period of three (3) years commencing from the date of the Initial Public Offering, and thereafter shall apply to those Holders electing to include Registrable Securities in a Registration Statement for an Underwritten Offering filed pursuant to Section 2.1, Section 2.2 or Section 2.3. The restrictions set forth in this Section 2.5(a) shall not apply to any private sales of Registrable Securities that are exempt from registration under section 4(2) of the Securities Act. (b) Restrictions on Public Sale by the Company. The Company shall not effect any public sale or public distribution of any securities which are the same as or substantially similar to the Registrable Securities being registered pursuant to a Registration Statement for an Underwritten Offering filed pursuant to Section 2.1, Section 2.2 or Section 2.3 hereof, or any securities convertible into or exchangeable or exercisable for such securities during the 15-day period prior to, and during the 30-day period beginning on, the effective date of a Registration Statement (except pursuant to the Registration Statement), provided, however, that the foregoing restrictions shall not apply in the case of any registration for public sale or public distribution of any securities for High Yield Debt (regardless of whether or not coupled with warrants, options, or other equity equivalents) by the Company.

Appears in 2 contracts

Samples: Registration Rights Agreement (American Mobile Satellite Corp), Registration Rights Agreement (American Mobile Satellite Corp)

Hold-Back Agreements. If and whenever (a) Restrictions on Public Sale by Holder of Registrable Securities. Each holder of Registrable Securities agrees, if requested by (i) the Company proposes to register any managing underwriters in an Underwritten Offering, or (ii) the holders of its equity securities under a majority of the Registrable Securities Act, whether or not for its own account (other than included pursuant to Section 3 hereof in a Special Registration)Demand Registration not being underwritten, or is required to use its reasonable best efforts to effect the registration of any Registrable Securities (as such term is defined in the Registration Rights Agreement, dated as of the date hereof, by and between the Company, NCP-SBG and the other parties thereto (the "Registration Rights Agreement")) under the Securities Act pursuant to Sections 3.1 or 3.2 of the Registration Rights Agreement, each party hereto, if required by the managing underwriter in an underwritten offering, agrees 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, distribution of any Registrable Securities, any other equity securities of the Company the same as or similar to those being registered, or any securities convertible into or exchangeable or exercisable for any equity securities such securities, in such Registration Statement, including a sale pursuant to Rule 144 under the Securities Act (except as part of such Underwritten Registration), during the Company for 90 days (or 180 days, if the managing underwriter so requires) after10-day period prior to, and during the 20 90-day period (or, with respect to a Piggyback Registration, such longer period of up to 180 days prior toas may be required by such underwriter) beginning on, the effective date of any Registration Statement in which holders of Registrable Securities are participating (except as part of such registration) or the commencement of the public distribution of securities, to the extent timely notified in writing by the Company or the managing underwriterunderwriters (or the holders, and as the Company agrees case may be). The foregoing provisions shall not apply to cause each any holder of Registrable Securities if such holder is prevented by applicable statute or regulation from entering any Equity Securitysuch agreement; provided that any such holder shall undertake, or of in its request to participate in any security convertible into or exchangeable or exercisable for any Equity Securitysuch Underwritten Offering, of the Company purchased from the Company at any time other than in a Public Offering to enter into a similar agreement with the Company. The Company further agrees not to effect (other than pursuant to such registration or pursuant to a Special Registration) any public sale or distributiondistribution of the applicable class of Registrable Securities commencing on the date of sale of such applicable class of Registrable Securities unless it has provided 45 days' prior written notice of such sale or distribution to the underwriter or underwriters. (b) Restrictions on Public Sale by the Company and Others. The Company agrees that if, after the date hereof, any "holdback" or any other similar right relating to file restrictions on the public or private sale of the Company's equity securities is granted by the Company or any registration statement (other than such registration or a Special Registration) covering any, holders of its the Company's equity securities with respect to any of the Company's equity securities, then the Company shall immediately amend this Agreement to provide for at least as favorable of a holdback or any securities convertible into or exchangeable or exercisable other similar right for such securities, during the 20 days prior to, and for 90 days (or 180 days, if benefit of the managing underwriter so requires) after, holders of the effective date of such registration if required by the managing underwriterRegistrable Securities.

Appears in 2 contracts

Samples: Registration Rights Agreement (National Media Corp), Registration Rights Agreement (Valuevision International Inc)

Hold-Back Agreements. If and whenever the Company proposes to register any (a) Restrictions on Public Sale by Holder 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 reasonable best efforts to effect the registration Registrable Securities. Each holder of any Registrable Securities (as such term is defined in the Registration Rights Agreement, dated as of the date hereof, by and between the Company, NCP-SBG and the other parties thereto (the "Registration Rights Agreement")) under the Securities Act pursuant to Sections 3.1 or 3.2 of the Registration Rights Agreement, each party heretoagrees, if required requested in writing by the managing underwriter underwriters in an underwritten offeringUnderwritten Offering, agrees not to effect (other than pursuant to such registration) any public sale or distributiondistribution of Registrable Securities of the Company of the same class as the securities included in the applicable registration statement, including, but not limited to, any including a sale pursuant to Rule 144 under the Securities Act (except as part of such Underwritten Offering or Rule 144Aif, prior to receiving such request, such holder has given a Demand Notice or a notice of any Registrable Securitiescommencement of a public sale or distribution pursuant to the Shelf Registration), any other equity securities during the ten (10) day period prior to the filing of the Company or any securities convertible into or exchangeable or exercisable for any equity securities of the Company for 90 days (or 180 days, if the managing underwriter so requires) afterregistration statement with respect to such Underwritten Offering, and during the 20 days prior to, ninety (90) day period beginning on the effective date of the registration statement with respect to such registrationUnderwritten Offering, to the extent timely notified in writing by the Company or the managing underwriterunderwriters, and or, in the Company agrees case of a shelf offering, the date of commencement of a public distribution of Registrable Securities pursuant to cause each holder such registration statement, as applicable. (b) Restrictions on Sale 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 enter into a similar agreement with Securities by the Company. The Company further agrees not to effect (other than pursuant to such registration or pursuant to a Special Registration) any public sale or distribution, or distribution of any securities similar to file any registration statement (other than such registration or a Special Registration) covering any, of its equity securitiesthose being registered, or any securities convertible into or exchangeable or exercisable for such securitiessecurities (except pursuant to a registration statement on Form S-4 or S-8, or any substitute form that may be adopted by the SEC) during the 20 ten (10) days prior toto the filing of a registration statement with respect to an Underwritten Offering, and for 90 days during the ninety (or 180 days, if the managing underwriter so requires90) after, day period beginning on the effective date of the applicable Registration Statement (except as part of such registration if required statement (x) where the holders of a majority of the shares of Registrable Securities to be included in such Registration Statement consent or (y) where holders of Registrable Securities are participating in such registration statement pursuant to Section 2(c) hereof, such registration statement was filed by the managing underwriterCompany with respect to the sale of securities by the Company, and no holder is simultaneously participating in a distribution pursuant to a Registration Statement filed by the Company pursuant to Section 2(b) hereof) or, in the case of a shelf offering, the date of commencement of a public distribution of Registrable Securities pursuant to such registration statement, as applicable.

Appears in 2 contracts

Samples: Registration Rights Agreement (Prudential Insurance Co of America), Registration Rights Agreement (Prudential Insurance Co of America)

Hold-Back Agreements. If and whenever (i) Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities whose Registrable Securities are covered by a Shelf Registration Statement (which Registrable Securities are not being sold in the Company proposes to register any of its equity securities under the Securities Actunderwritten offering described below) agrees, whether or not for its own account if requested (other than pursuant to a Special Registration), timely written notice) by the Company or is required to use its reasonable best efforts to effect the registration of any Registrable Securities (as such term is defined in the Registration Rights Agreement, dated as of the date hereof, by and between the Company, NCP-SBG and the other parties thereto (the "Registration Rights Agreement")) under the Securities Act pursuant to Sections 3.1 or 3.2 of the Registration Rights Agreement, each party hereto, if required by the managing underwriter or underwriters in an underwritten offering, agrees not to effect (other than pursuant to such registration) any public sale or distributiondistribution of any securities within the class of securities covered by such Shelf Registration Statement or any similar class of securities of the Company, including, but not limited to, any including a sale pursuant to Rule 144 or Rule 144A144A (except as part of such underwritten offering), 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 for 90 days (or 180 days, if the managing underwriter so requires) after, and during the 20 period beginning 10 days prior to, and ending 60 days after, the effective closing date of such registrationeach underwritten offering made pursuant to each Shelf Registration Statement, to the extent timely notified in writing by the Company or by the managing underwriterunderwriter or underwriters; provided, and the Company agrees to cause however, that each holder of any Equity Security, or Registrable Securities shall be subject to the hold-back restrictions of any security convertible into or exchangeable or exercisable for any Equity Security, this Section 3(d)(i) only once during the term of the Company purchased from the Company at any time other than in a Public Offering to enter into a similar agreement with the Companythis Agreement. The Company further agrees 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 (other than pursuant to such registration or pursuant to a Special Registration) any public sale or distribution, distribution of the class of securities covered by such Shelf Registration Statement (except as part of such underwritten offering) during such period unless it has provided 45 days' prior written notice of such sale or distribution to file any registration statement (other than such registration the Company or a Special Registration) covering any, of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the 20 days prior to, and for 90 days (or 180 days, if the managing underwriter so requires) afteror underwriters, as the effective date of such registration if required by the managing underwritercase may be.

Appears in 2 contracts

Samples: Registration Rights Agreement (Tci Satellite Entertainment Inc), Registration Rights Agreement (Tci Satellite Entertainment Inc)

Hold-Back Agreements. If and whenever the (a) The Company proposes to register any of its equity securities under the Securities Act, whether or not for its own account agrees (other than pursuant to a Special Registration), or is required to use its reasonable best efforts to effect the registration of any Registrable Securities (as such term is defined in the Registration Rights Agreement, dated as of the date hereof, by and between the Company, NCP-SBG and the other parties thereto (the "Registration Rights Agreement")i) under the Securities Act pursuant to Sections 3.1 or 3.2 of the Registration Rights Agreement, each party hereto, if so required by the managing underwriter in of an underwritten offeringoffering effected pursuant to a Registration under Section 2 or 3 hereof, agrees not to effect (other than pursuant to such registration) any public or private sale or distribution, including, but not limited to, any sale pursuant to Rule 144 or Rule 144A, distribution of any Registrable Securities, any other equity securities of the Company or same type (including any securities convertible into or exchangeable or exercisable for any equity securities of underlying securities) as the Company for 90 days (or 180 days, if the managing underwriter so requires) after, and during the 20 days prior to, the effective date of Registrable Securities included in such underwritten registration, to the extent timely notified in writing by the Company or the managing underwriter, 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 from the Company at any time other than in a Public Offering to enter into a similar agreement with the Company. The Company further agrees not to effect (other than pursuant to such registration or pursuant to a Special Registration) any public sale or distribution, or to file any registration statement (other than such registration or a Special Registration) covering any, of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the 20 seven (7) days prior toto the pricing of such offering and until the earlier of (A) the end of the ninety (90) 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-8 or Form S-4 or any successor forms to such Forms), and for 90 days (or 180 days, if unless the managing underwriter for such offering otherwise agrees, and (B) ten (10) days after the withdrawal of the related Registration Statement, and (ii) to use its commercially reasonable 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 by the Company, and no Registrable Securities have been excluded from such offering pursuant to Section 3(b) hereof, the Holders, if so requiresrequested by the managing underwriter of such underwritten offering, agree not to effect any public sale or distribution of any Registrable Securities (other than as a part of such underwritten public offering) afterwithout 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 if required by statement, and ending on the managing underwriterearliest of (i) ninety (90) days after the pricing of such offering, (ii) the abandonment of such offering, and (iii) the first date on which the Company or any affiliate or executive officer of the Company is permitted to sell securities of the Company.

Appears in 2 contracts

Samples: Registration Rights Agreement (C-Iii Capital Partners LLC), Registration Rights Agreement (Grubb & Ellis Co)

Hold-Back Agreements. If and whenever (i) In the case of any underwritten public offering by 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 reasonable best efforts to effect the registration shares of any Registrable Securities (as such term is defined in the Registration Rights Agreement, dated as of the date hereof, by and between the Company, NCP-SBG and the other parties thereto (the "Registration Rights Agreement")) under the Securities Act pursuant to Sections 3.1 or 3.2 of the Registration Rights AgreementCommon Stock, each party hereto, if required by the managing underwriter in an underwritten offering, Holder agrees not to effect any disposition (other than pursuant a disposition of Registrable Securities under such underwritten public offering or a bona fide pledge or a disposition to an Affiliate of such registrationHolder who agrees to be bound by the provisions of this paragraph) any public sale or distribution, including, but not limited to, any sale pursuant to Rule 144 or Rule 144A, (a "Disposition") of any Registrable Securities, and not to effect any such Disposition of any other equity securities security of the Company or any securities convertible into or exchangeable or exercisable for any equity securities of the Company for 90 days (or 180 days, if the managing underwriter so requires) after, and during the 20 days prior to, the effective date of such registration, to the extent timely notified in writing by the Company or the managing underwriter, 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, equity security of the Company purchased from (in each case, other than as part of such underwritten public offering) during the 15 days prior to, and during the 90-day period (or such longer period as may be reasonably requested by the underwriter of such offering) beginning on, the effective date of such registration statement (except as apart of such registration); provided that each Holder has received written notice of such registration at least 15 days prior to such effective date. (ii) If any registration of Registrable Securities shall be in connection with an underwritten public offering, the Company at any time other than in a Public Offering to enter into a similar agreement with the Company. The Company further agrees (x) not to effect (other than pursuant to such registration or pursuant to a Special Registration) any public sale or distribution, or to file distribution of any registration statement (other than such registration or a Special Registration) covering any, of its equity securities, securities or of any securities security convertible into or exchangeable or exercisable for any equity security of the Company (other than any such securities, sale or distribution of such securities in connection with any merger or consolidation by the Company or any subsidiary of the Company of the capital stock or substantially all the assets of any other person or in connection with an employee stock option or other benefit plan) during the 20 90 days prior to, and for 90 days (or 180 days, if during the managing underwriter so requires) after180-day period beginning on, the effective date of such registration statement (except as part of such registration) and (y) that any agreement entered into after the date of this Agreement pursuant to which the Company issues or agrees to issue any privately placed equity securities shall contain a provision under which Holders of such securities agree not to effect any Disposition of any such securities during the period referred to in the foregoing clause (x) (except as part of such registration, if required by the managing underwriterpermitted).

Appears in 2 contracts

Samples: Registration Rights Agreement (Worms & Co Inc), Registration Rights Agreement (General Electric Capital Corp)

Hold-Back Agreements. If 5.1 Each Holder of Registrable Securities agrees, in connection with the Company's Qualified Public Offering and whenever any other underwritten public offering during the Company proposes period in which such Holder of Registrable Securities has registration rights granted pursuant to register any of its equity securities under the Securities Actthis Agreement, whether or not for its own account if requested (other than pursuant to a Special Registration), or is required to use its reasonable best efforts to effect the registration of any Registrable Securities (as such term is defined in the Registration Rights Agreement, dated as of the date hereof, by and between the Company, NCP-SBG and the other parties thereto (the "Registration Rights Agreement")timely written notice) under the Securities Act pursuant to Sections 3.1 or 3.2 of the Registration Rights Agreement, each party hereto, if required by the managing underwriter in an underwritten offering, agrees 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 for 90 days (or 180 days, if the managing underwriter so requires) after, and during the 20 days prior to, the effective date of such registration, to the extent timely notified in writing by the Company or the managing underwriterUnderwriter or Underwriters in an Underwritten Offering, 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 from the Company at any time other than in a Public Offering to enter into a similar agreement with the Company. The Company further agrees not to effect (other than pursuant to such registration or pursuant to a Special Registration) any public sale or distributiondistribution of any of its Registrable Securities, including a sale pursuant to Rule 144 (expect as part of such Underwritten Offering), during the period beginning five (5) days prior to, and ending ninety (90) days after, the closing date of such underwritten Public Offering made by the Company, unless a shorter time period is agreed to by the managing Underwriter or Underwriters. The foregoing provisions shall not apply to file any registration statement 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 upon written request to participate in any such Underwritten Offering not to effect any public sale or distribution of the class of securities covered by such Registration Statement (other than except as part of such registration Underwritten Offering) during such period unless it has provided forty-five (45) days' prior written notice of such sale or a Special Registration) covering anydistribution to the managing Underwriter or Underwriters. 5.2 The Company agrees that without the written consent of the managing Underwriter or Underwriters in an Underwritten Offering of Registrable Securities as described in Sections 3 or 4 hereof, it will not effect any public or private sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securitiesincluding a sale pursuant to Regulation D under the Securities Act, during the 20 days five (5) day period prior to, and for 90 days the ninety (or 180 days, if the managing underwriter so requires90) afterday period beginning on, the effective closing date of each such registration if required Underwritten Offering, unless a shorter time period is agreed upon by the managing underwriterUnderwriter or Underwriters (except (i) as part of such Underwritten Offering, (ii) pursuant to registrations on Form S-4 or Form S-8 or any successor form to such forms, pursuant to any dividend reinvestment and optional purchase plan of the Company or pursuant to any unregistered offering to the Company's employees or directors, or to employees of its subsidiaries, pursuant to any employee benefit plan (as defined in Rule 405 under the Securities Act), (iii) in connection with an exchange offer, or (iv) in connection with the acquisition of assets by the Company or its subsidiaries).

Appears in 1 contract

Samples: Registration Rights Agreement (Novastar Financial Inc)

Hold-Back Agreements. If and whenever the Company proposes to register any (a) Restrictions on Public Sale by Holder 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 reasonable best efforts to effect the registration of any Registrable Securities (as such term is defined in the Registration Rights Agreement, dated as of the date hereof, by and between the Company, NCP-SBG and the other parties thereto (the "Registration Rights Agreement")) under the Securities Act pursuant to Sections 3.1 or 3.2 of the Registration Rights Agreement, each party heretoSecurities. The Investor agrees, if required reasonably requested by the managing underwriter underwriters in an underwritten offeringUnderwritten Offering, agrees not to effect (other than pursuant to such registration) any public sale or distributiondistribution of securities of the Company of the same class as the securities included in the Registration Statement relating to such Underwritten Offering, including, but not limited to, any including a sale pursuant to Rule 144 or Rule 144Aunder the Securities Act (except as part of such Underwritten Offering), during the 10-day period prior to the filing 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 for 90 days (or 180 days, if the managing underwriter so requires) aftersuch Registration Statement, and during the 20 days prior to, 90-day period beginning on the effective closing date of each Underwritten Offering made pursuant to such registrationRegistration Statement, to the extent timely notified in writing by the Company or the managing underwriter, and the Company agrees to cause each holder underwriters. (b) Restrictions on Sale 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 enter into a similar agreement with Securities by the Company. The Company further agrees not to effect (other than pursuant to such registration or pursuant to a Special Registration) any public sale or distribution, or distribution of any securities similar to file any registration statement (other than such registration or a Special Registration) covering any, of its equity securitiesthose being registered, or any securities convertible into or exchangeable or exercisable for such securitiessecurities (except pursuant to a registration statement on Form S-4 or S-8, or any substitute form that may be adopted by the SEC) during the 20 ten days prior toto the filing of a registration statement with respect to an Underwritten Offering, and for 90 days (or 180 days, if during the managing underwriter so requires) after, 90-day period beginning on the effective date of such Registration Statement (except as part of such registration if required statement (x) where the Investor participating in such registration statement consents, (y) where the Investor is participating in such registration statement pursuant to Section 2(c) hereof, such registration statement was filed by the managing underwriterCompany with respect to the sale of securities by the Company, and the Investor is not simultaneously participating in a registration statement pursuant to Section 2(b) hereof), or (z) with respect to DDR, Realco, the Morgxx Xxxities or the LaSalle Entities, if such parties are participating in a Demand Registration pursuant to Section 2(b) hereof), or the commencement of a public distribution of Registrable Securities pursuant to such registration statement.

Appears in 1 contract

Samples: Registration Rights Agreement (American Industrial Properties Reit Inc)

Hold-Back Agreements. If and whenever (a) Restrictions on Public Sale by the Company proposes of Registrable Securities. Each holder of Registrable Securities whose Registrable Securities are covered by a Registration Statement filed pursuant to register Section 3 hereof agrees, if requested in writing 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 ninety (90) day period subsequent to the filing of the Registration Statement for each Underwritten Offering pursuant to such Registration Statement and during such other period (not less than ninety (90) days) following such effective date as shall be reasonably agreed upon by the Company, the holders of the Registrable Securities whose Registrable Securities are covered by such registration and the managing underwriters. (b) Restrictions on Public Sale by the Company and Others. The Company agrees: (1) not to effect any public or private sale or distribution of its debt or equity securities securities, including a sale pursuant to Regulation D under the Securities Act, whether during the ninety (90) day period prior to the filing of a Registration Statement under Section 3 hereof, and during the one hundred twenty (120) day period beginning on, the closing date of each Underwritten Offering made pursuant to a Registration Statement filed under Section 3 hereof, to the extent timely requested in writing by the managing underwriters (except as part of such Underwritten Registration or not for pursuant to registrations on Forms S-4 or S-8 or any successor forms thereto), and (2) to cause each holder of its own account privately placed debt or equity securities issued by the Company at any time on or after the date of this Agreement (other than pursuant to a Special Registration), or is required to use its reasonable best efforts to effect the registration of any Registrable Securities (as such term is defined in or securities issued upon the Registration Rights Agreement, dated exercise or conversion of securities outstanding as of the date hereof, by and between the Company, NCP-SBG and the other parties thereto (the "Registration Rights Agreement")) under the Securities Act pursuant to Sections 3.1 or 3.2 of the Registration Rights Agreement, each party hereto, if required by the managing underwriter in an underwritten offering, agrees agree not to effect (other than pursuant to such registration) any public sale or distributiondistribution of any such securities, including, but not limited to, any including a sale pursuant to Rule 144 or Rule 144A, under the Securities Act (except as part 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 for 90 days (or 180 dayssuch Underwritten Registration, if the managing underwriter so requires) after, and during the 20 days prior to, the effective date of such registration, to the extent timely notified in writing by the Company or the managing underwriter, 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 from the Company at any time other than in a Public Offering to enter into a similar agreement with the Company. The Company further agrees not to effect (other than pursuant to such registration or pursuant to a Special Registration) any public sale or distribution, or to file any registration statement (other than such registration or a Special Registration) covering any, of its equity securities, or any securities convertible into or exchangeable or exercisable for such securitiespermitted), during the 20 days prior to, and for 90 days ninety (or 180 days, if 90) day period subsequent to the managing underwriter so requires) after, the effective date filing of such registration if required by the managing underwriter.the

Appears in 1 contract

Samples: Registration Rights Agreement (P F Changs China Bistro Inc)

Hold-Back Agreements. If and whenever (a) By Holders of Registrable Securities. Upon the Company proposes to register written request of the managing underwriter of any underwritten offering of its equity securities under the Company's securities, a Holder of Registrable Securities Actshall not sell, whether or not make any short sale of, loan, grant any option for its own account (other than pursuant to a Special Registration)the purchase of, or is required to use its reasonable best efforts to effect the registration otherwise dispose of any Registrable Securities (as other than those included in such term registration) without the prior written consent of such managing underwriter for a period (not to exceed 30 days before the effective date and 75 days thereafter) that such managing underwriter reasonably determines is defined necessary in order to effect the Registration Rights Agreement, dated as underwritten public offering; provided that each of the date hereof, by officers and between the Company, NCP-SBG and the other parties thereto (the "Registration Rights Agreement")) under the Securities Act pursuant to Sections 3.1 or 3.2 directors of the Registration Rights Agreement, each party hereto, if required by the Company shall have entered into substantially similar holdback agreements with such managing underwriter in an underwritten offering, agrees covering at least the same period. (b) By the Company and Others. The Company agrees: (i) not to effect (other than pursuant to such registration) any public or private sale or distribution, including, but not limited distribution of its Equity Securities during the 30-day period prior 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 for 90 days (or 180 days, if the managing underwriter so requires) after, and during the 20 days prior to, the effective date of such registration, to the extent timely notified in writing by the Company or the managing underwriter, 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 from the Company at any time other than in a Public Offering to enter into a similar agreement with the Company. The Company further agrees not to effect (other than pursuant to such registration or pursuant to a Special Registration) any public sale or distribution, or to file any registration statement (other than such registration or a Special Registration) covering any, of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the 20 days prior to, and for 90 days (or 180 days, if the managing underwriter so requires) 75-day period after, the effective date of such registration each underwritten offering made pursuant to a Demand Registration or a Piggyback Registration, if required so requested in writing by the managing underwriterunderwriter (except as part of such underwritten offering or pursuant to registrations on Forms S-4 or S-8 or any successor forms thereto), and (ii) not to issue any Equity Securities other than for sale in a registered public offering unless each of the Persons to which such securities are issued has entered a written agreement binding on its transferees not to effect any public sale or distribution of such securities during such period, including, without limitation, a sale pursuant to Rule 144 under the Securities Act (except as part of such underwritten registration, if and to the extent permitted hereunder).

Appears in 1 contract

Samples: Registration Rights Agreement (Fortress Group Inc)

Hold-Back Agreements. If and whenever the Company proposes (a) Restrictions on Public Sale by Holders of Registrable Securities. Each holder of Registrable Securities whose Registrable Securities are covered by a Registration Statement filed pursuant to register any of its equity securities under the Securities ActSection 2.2 hereof agrees, whether or not for its own account if requested (other than pursuant to a Special Registration), or is required to use its reasonable best efforts to effect the registration of any Registrable Securities (as such term is defined in the Registration Rights Agreement, dated as of the date hereof, by and between the Company, NCP-SBG and the other parties thereto (the "Registration Rights Agreement")timely written notice) under the Securities Act pursuant to Sections 3.1 or 3.2 of the Registration Rights Agreement, each party hereto, if required by the managing underwriter underwriters in an underwritten offering, agrees not to effect (other than pursuant to such registration) any public sale or distributiondistribution of any of the Company's securities, including, but not limited to, any including a sale pursuant to Rule 144 or Rule 144A144A (except as part of such underwritten offering), 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 for 90 days (or 180 days, if the managing underwriter so requires) after, and during the 20 period beginning 10 days prior to, and ending 180 days after (or such shorter period as may be agreed to by any managing underwriter of an underwritten offering effected pursuant to Section 2.2), the effective closing date of each underwritten offering made pursuant to such registration, to the extent timely notified in writing registration statement. (b) Restrictions on Public Sale by the Company or and Others. The Company agrees (i) without the written consent of the managing underwriterunderwriters in an underwritten offering of Registrable Securities covered by a Registration Statement filed pursuant to Section 2.1 or 2.2 hereof, not to effect any public or private sale or distribution of its securities, including a sale pursuant to Regulation D under the Securities Act, during the period beginning 10 days prior to, and ending 180 days after (or such shorter period as may be agreed to by any managing underwriter of an underwritten offering effected pursuant to Section 2.1 or 2.2), the Company agrees closing date of each underwritten offering made pursuant to such Registration Statement (except on Forms S-4 or S-8 or any successor forms to such forms); (provided, however, that such period shall be extended by the number of days from and including the date of the giving of any notice pursuant to Section 2.4(g)(i) hereof to and including the date when each seller of Registrable Securities covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by Section 2.4(g)(i) hereof), and (ii) to use its best efforts 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 its securities purchased from the Company at any time on or after the date of this Agreement (other than securities purchased in a Public Offering registered public offering) to enter into a similar agreement with the Company. The Company further agrees agree not to effect (other than pursuant to such registration or pursuant to a Special Registration) any public sale or distributiondistribution of any such securities during such periods, including a sale pursuant to Rule 144 or to file any registration statement (other than such registration or a Special Registration) covering any, of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the 20 days prior to, and for 90 days (or 180 days, if the managing underwriter so requires) after, the effective date of such registration if required by the managing underwriter.Rule 144A.

Appears in 1 contract

Samples: Registration Rights Agreement (Nashville Country Club Inc)

Hold-Back Agreements. If and whenever the Company proposes to register any (a) Restrictions on Public Sale by Holder 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 reasonable best efforts to effect the registration of any Registrable Securities. Each Holder whose Registrable Securities (as such term is defined in the are covered by a Registration Rights Agreement, dated as of the date hereof, by and between the Company, NCP-SBG and the other parties thereto (the "Registration Rights Agreement")) under the Securities Act Statement filed pursuant to Sections 3.1 3, 4 or 3.2 of the Registration Rights Agreement, each party hereto5 hereof agrees, if required requested by the managing underwriter underwriters in an underwritten offeringUnderwritten Offering, agrees 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, distribution of any Registrable Securities, any other equity securities of the Company the same as or similar to those being registered, or any securities convertible into or exchangeable or exercisable for any equity securities such securities, in such Registration Statement, including a sale pursuant to Rule 144 under the Securities Act (except as part of such Underwritten Registration), during the Company for 90 days (or 180 days, if the managing underwriter so requires) after7-day period prior to, and during the 20 90-day period (or such longer period of up to 180 days prior toas may be required by such underwriter of all Persons whose securities are covered by such Registration Statement) beginning on, the effective date of any Registration Statement in which such registrationHolders are participating (except as part of such Registration) or the commencement of the public distribution of securities, to the extent timely notified in writing by the Company or the managing underwriter, and underwriters. (b) Restrictions on Public Sale by 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 from the Company at any time other than in a Public Offering to enter into a similar agreement with the Companyand Others. The Company further agrees not to effect (other than pursuant to such registration or pursuant to a Special Registration) any public sale or distribution, distribution of any securities the same as or similar to file any registration statement (other than such registration or a Special Registration) covering any, of its equity securitiesthose being registered by the Company, or any securities convertible into or exchangeable or exercisable for such securities, during the 20 days 7-day period prior to, and for 90 days during the 90-day period (or such longer period of up to 180 days, if the managing underwriter so requiresdays as may be required by such underwriter) afterbeginning with, the effective date of such registration if required a Registration Statement filed under Sections 3, 4 or 5 hereof or the commencement of the public distribution of securities to the extent timely notified in writing by a Holder or the managing underwriterunderwriters (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 or any registration of securities for offering and sale to management of the Company pursuant to any employee stock plan or other employee benefit plan arrangement).

Appears in 1 contract

Samples: Registration Rights Agreement (Fleming Companies Inc /Ok/)

Hold-Back Agreements. If and whenever the Company proposes to register any (i) Restrictions on Public Sale By Holder of its equity Registrable Securities. Each Holder whose registrable securities under the Securities Act, whether or not for its own account (other than are covered by a Registration Statement filed pursuant to a Special Registration), or is required to use its reasonable best efforts to effect the registration of any Registrable Securities (as such term is defined in the Registration Rights Agreement, dated as of the date hereof, by and between the Company, NCP-SBG and the other parties thereto (the "Registration Rights Agreement")) under the Securities Act pursuant to Sections 3.1 or 3.2 of the Registration Rights Agreement, each party heretothis Warrant agrees, if required requested by the managing underwriter underwriters in an underwritten offering, agrees not to effect (other than pursuant to such registration) any public sale or distributiondistribution of securities of the Company of the same class as the securities included in such Registration Statement, including, but not limited to, any including a sale pursuant to Rule 144 or Rule 144Aunder the Securities Act (except as part of such underwritten registration), of any Registrable Securities, any other equity securities of during the Company or any securities convertible into or exchangeable or exercisable for any equity securities of the Company for 90 days (or 180 days, if the managing underwriter so requires) after10-day period prior to, and during the 20 days prior to90-day period beginning on, the effective closing date of each underwritten offering made pursuant to such registrationRegistration Statement, to the extent timely notified in writing by the Company or the managing underwriterunderwriters; provided, however, that the foregoing provisions shall not apply to any Holder if such Holder is prevented by applicable statute or regulation from entering any such agreement. (ii) Restrictions on Sale of Equity Securities by the Company and Others. The Company agrees (1) not to effect any public or private offer, sale or distribution of its equity securities, including a sale pursuant to Regulation D under the Securities Act during the 10-day period prior to, and during the Company agrees 90-day period beginning with, the effectiveness of a Registration Statement filed under this Warrant 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 or the issuance of Common Stock pursuant to warrants or employee stock options outstanding on the date hereof) and (2) to use its best efforts 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 its privately placed equity securities purchased from the Company at any time other than in a Public Offering on or after the date of this Agreement to enter into a similar agreement with the Company. The Company further agrees agree not to effect (other than pursuant to such registration or pursuant to a Special Registration) any public sale or distributiondistribution of any such securities during such period, or including a sale pursuant to file any registration statement Rule 144 under the Securities Act (other than except as part of such registration or a Special Registration) covering any, of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the 20 days prior to, and for 90 days (or 180 daysregistration, if the managing underwriter so requires) after, the effective date of such registration if required by the managing underwriterpermitted).

Appears in 1 contract

Samples: Agreement and Amendment (Medical Imaging Centers of America Inc)

Hold-Back Agreements. If and whenever the Company proposes to register any (a) Restrictions on Public Sale by Holder 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 reasonable best efforts to effect the registration of any Registrable Securities (as such term is defined in the Registration Rights Agreement, dated as of the date hereof, by and between the Company, NCP-SBG and the other parties thereto (the "Registration Rights Agreement")) under the Securities Act pursuant to Sections 3.1 or 3.2 of the Registration Rights Agreement, each party heretoSecurities. The Investor agrees, if required reasonably requested by the managing underwriter underwriters in an underwritten offeringUnderwritten Offering, agrees not to effect (other than pursuant to such registration) any public sale or distributiondistribution of securities of the Company of the same class as the securities included in the Registration Statement relating to such Underwritten Offering, including, but not limited to, any including a sale pursuant to Rule 144 or Rule 144Aunder the Securities Act (except as part of such Underwritten Offering), during the 10-day period prior to the filing 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 for 90 days (or 180 days, if the managing underwriter so requires) aftersuch Registration Statement, and during the 20 days prior to, 90-day period beginning on the effective closing date of each Underwritten Offering made pursuant to such registrationRegistration Statement, to the extent timely notified in writing by the Company or the managing underwriter, and the Company agrees to cause each holder underwriters. (b) Restrictions on Sale 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 enter into a similar agreement with Securities by the Company. The Company further agrees not to effect (other than pursuant to such registration or pursuant to a Special Registration) any public sale or distribution, or distribution of any securities similar to file any registration statement (other than such registration or a Special Registration) covering any, of its equity securitiesthose being registered, or any securities convertible into or exchangeable or exercisable for such securitiessecurities (except pursuant to a registration statement on Form S-4 or S-8, or any substitute form that may be adopted by the SEC) during the 20 ten days prior toto the filing of a registration statement with respect to an Underwritten Offering, and for 90 days (or 180 days, if during the managing underwriter so requires) after, 90-day period beginning on the effective date of such Registration Statement (except as part of such registration if required statement (x) where the Investor participating in such registration statement consents, (y) where the Investor is participating in such registration statement pursuant to Section 2(c) hereof, such registration statement was filed by the managing underwriterCompany with respect to the sale of securities by the Company, and the Investor is not simultaneously participating in a registration statement pursuant to Section 2(b) hereof), or (z) with respect to DDR, Praedium, the Morgxx Xxxities or the LaSalle Entities, if such parties are participating in a Demand Registration pursuant to Section 2(b) hereof), or the commencement of a public distribution of Registrable Securities pursuant to such registration statement.

Appears in 1 contract

Samples: Registration Rights Agreement (American Industrial Properties Reit Inc)

Hold-Back Agreements. If and whenever (a) Restrictions on Public Sale by the Company proposes to register any Holders of its equity securities under the Registrable --------------------------------------------------------- Securities. Each holder of Registrable Securities Act, whether or not for its own account (other than whose Registrable Securities ---------- are covered by a Registration Statement filed pursuant to a Special Registration), or is required to use its reasonable best efforts to effect the registration of any Registrable Securities (as such term is defined in the Registration Rights Agreement, dated as of the date hereof, by and between the Company, NCP-SBG and the other parties thereto (the "Registration Rights Agreement")) under the Securities Act pursuant to Sections 3.1 or 3.2 of the Registration Rights Agreement, each party hereto, if required by the managing underwriter in an underwritten offering, Section 3 hereof agrees not to effect (other than pursuant to such registration) any public sale or distributiondistribution of securities of the Company of the same class as the securities included in such Registration Statement, including, but not limited to, any including a sale pursuant to Rule 144 under the Securities Act (except as part of such Underwritten Registration), during the one hundred eighty (180) day period (or Rule 144Asuch other time period as shall be reasonably agreed upon by the Company, of any Registrable Securities, any other equity securities the holders of the Company or any securities convertible into or exchangeable or exercisable for any equity securities Registrable Securities whose Registrable Securities are covered by such registration and the managing underwriters) subsequent to the filing of the Company Registration Statement for 90 days each Underwritten Offering pursuant to such Registration Statement and during such other period (or not less than one hundred eighty 180 days) following such effective date as shall be reasonably agreed upon by the Company, if the holders of the Registrable Securities whose Registrable Securities are covered by such registration and the managing underwriter so requires) after, and during the 20 days prior to, the effective date of such registration, underwriters. The foregoing provisions shall not apply to the extent timely notified in writing by the Company or the managing underwriter, and the Company agrees to cause each any holder of Registrable Securities if such holder is prevented by applicable statute or regulation from entering into any Equity Securitysuch agreement; provided that any such holder shall undertake, or of -------- in its request to participate in any security convertible into or exchangeable or exercisable for any Equity Securitysuch Underwritten Offering, of the Company purchased from the Company at any time other than in a Public Offering to enter into a similar agreement with the Company. The Company further agrees not to effect (other than pursuant to such registration or pursuant to a Special Registration) any public sale or distribution, or to file any registration statement (other than such registration or a Special Registration) covering any, distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the 20 days prior to, and for 90 days (or 180 days, if applicable class of Registrable Securities commencing on the managing underwriter so requires) after, the effective date of sale of such registration if required by applicable class of Registrable Securities unless it has provided 45 days' prior written notice of such sale or distribution to the managing underwriterunderwriter or underwriters.

Appears in 1 contract

Samples: Registration Rights Agreement (Fresh Enterprises Inc)

Hold-Back Agreements. If and whenever the Company proposes to register any (i) Restrictions on Public Sale By Holder of its equity Registrable Securities. Each Holder whose registrable securities under the Securities Act, whether or not for its own account (other than are covered by a Registration Statement filed pursuant to a Special Registration), or is required to use its reasonable best efforts to effect the registration of any Registrable Securities (as such term is defined in the Registration Rights Agreement, dated as of the date hereof, by and between the Company, NCP-SBG and the other parties thereto (the "Registration Rights Agreement")) under the Securities Act pursuant to Sections 3.1 or 3.2 of the Registration Rights Agreement, each party heretothis Warrant agrees, if required requested by the managing underwriter underwriters in an underwritten offering, agrees not to effect (other than pursuant to such registration) any public sale or distributiondistribution of securities of the Company of the same class as the securities included in such Registration Statement, including, but not limited to, any including a sale pursuant to Rule 144 or Rule 144Aunder the Securities Act (except as part of such underwritten registration), of any Registrable Securities, any other equity securities of during the Company or any securities convertible into or exchangeable or exercisable for any equity securities of the Company for 90 days (or 180 days, if the managing underwriter so requires) after10-day period prior to, and during the 20 days prior to90-day period beginning on, the effective closing date of each underwritten offering made pursuant to such registrationRegistration Statement, to the extent timely notified in writing by the Company or the managing underwriterunderwriters; provided, however, that the holders of the Registrable Securities will not be subject to the hold-back restrictions of this Section if the Company and the other holders of the Company's equity securities have not complied with the provisions of subsection (b) below. The foregoing provisions shall not apply to any Holder if such Holder is prevented by applicable statute or regulation from entering 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 of such applicable class of registrable securities unless it has provided 45 days prior written notice of such sale or distribution to the underwriter or underwriters. (ii) Restrictions on Sale of Equity Securities by the Company and Others. The Company agrees (1) not to effect any public or private offer, sale or distribution of its equity securities, including a sale pursuant to Regulation D under the Securities Act, (i) during the 10-day period prior to, and during the Company agrees 90-day period beginning with, the effectiveness of a Registration Statement filed under this Warrant 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 or the issuance of Common Stock pursuant to warrants or employee stock options outstanding on the date hereof) and (2) to use its best efforts 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 its privately placed equity securities purchased from the Company at any time other than in a Public Offering on or after the date of this Agreement to enter into a similar agreement with the Company. The Company further agrees agree not to effect (other than pursuant to such registration or pursuant to a Special Registration) any public sale or distributiondistribution of any such securities during such period, or including a sale pursuant to file any registration statement Rule 144 under the Securities Act (other than except as part of such registration or a Special Registration) covering any, of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the 20 days prior to, and for 90 days (or 180 daysregistration, if the managing underwriter so requires) after, the effective date of such registration if required by the managing underwriterpermitted).

Appears in 1 contract

Samples: Common Stock Purchase Warrant (General Electric Co)

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 reasonable best efforts to effect the registration of any Registrable Securities (as such term is defined in the Registration Rights Agreement, dated as of the date hereof, by and between the Company, NCP-SBG and the other parties thereto (the "Registration Rights Agreement")) under the Securities Act pursuant to Sections Section 3.1 or 3.2 of the Registration Rights Agreement3.2, each party heretoHolder, if required by the managing underwriter in an underwritten offering, 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 144A144, 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 10 days prior to, and for 90 days (or 180 days, if the managing underwriter so requires) after, and during the 20 days prior to, the effective date of such registration, to the extent timely notified in writing by the Company or the managing underwriter, and the Company agrees to cause each holder of any Equity Securityequity security, or of any security convertible into or exchangeable or exercisable for any Equity Securityequity security, of the Company purchased from the Company at any time other than in a Public Offering public offering to enter into a similar agreement with the Company. The foregoing provisions shall not apply to any Holder 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 any applicable class of Registrable Securities commencing on the date of sale of such applicable class of Registrable Securities unless it has provided 45 days prior written notice of such sale or distribution to the underwriter or underwriters. The Company further agrees not to effect (other than pursuant to such registration or pursuant to a Special Registration) any public sale or distribution, or to file any registration statement Registration Statement (other than such registration or a Special Registration) covering any, of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the 20 10 days prior to, and for 90 days (or 180 days, if the managing underwriter so requires) after, the effective date of such registration if required by the managing underwriter.

Appears in 1 contract

Samples: Registration Rights Agreement (Cd&r Investment Associates Ii Inc)

Hold-Back Agreements. If (1) Restrictions on Public Sale by JCC Holding and whenever the Company proposes Others. JCC Holding agrees: (1) Not to register effect any public or private sale or distribution of its equity securities securities, including a sale pursuant to Regulation D under the Securities Act, whether or not for its own account (other than pursuant to a Special Registration), or is required to use its reasonable best efforts to effect during the registration of any Registrable Securities (as such term is defined in the Registration Rights Agreement, dated as of the date hereof, by and between the Company, NCP14-SBG and the other parties thereto (the "Registration Rights Agreement")) under the Securities Act pursuant to Sections 3.1 or 3.2 of the Registration Rights Agreement, each party hereto, if required by the managing underwriter in an underwritten offering, agrees not to effect (other than pursuant to such registration) any public sale or distribution, including, but not limited day period prior 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 for 90 days (or 180 days, if the managing underwriter so requires) after, and during the 20 days prior to90-day period (exclusive of any Suspension Periods) beginning on, the effective date of such registration, a Registration Statement filed under Section 3 or 4 hereof or the commencement of the public distribution of securities to the extent timely notified in writing by the Company a holder of Registrable Securities covered by such Registration Statement or the managing underwriterunderwriters (the "Holdback Period") (except as part of such Underwritten Registration or pursuant to registrations on Forms S-4 or S-8 or any successor form to such Forms), and the Company agrees and (2) 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 from the Company its privately placed equity securities issued by JCC Holding at any time other than in a Public Offering on or after the date of this Agreement to enter into a similar agreement with the Company. The Company further agrees agree not to effect (other than pursuant to such registration or pursuant to a Special Registration) any public sale or distributiondistribution of any such securities during the Holdback Period, including a sale pursuant to Rule 144 under the Securities Act (except as part of such Underwritten Registration, if permitted). (2) 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 or 4 hereof agrees, if timely requested in writing by the managing underwriters in an underwritten offering, not to file effect any registration statement public sale or distribution of securities of JCC Holding of the same class as the securities included in such Registration Statement, including a sale pursuant to Rule 144 under the Securities Act (other than except as part of such registration or a Special Registration) covering any, of its equity securities, or any securities convertible into or exchangeable or exercisable for such securitiesunderwritten registration), during the 20 days 14-day period prior to, and for 90 days during the 90-day period (or 180 days, if the managing underwriter so requiresexclusive of any Suspension Periods) afterfollowing, the effective date of the Registration Statement for each underwritten offering made pursuant to such registration Registration Statement. The foregoing provisions shall not apply, however, to any holder of Registrable Securities if required such holder is prevented by the managing underwriteran applicable statute or regulation from entering into any such agreement.

Appears in 1 contract

Samples: Registration Rights Agreement (JCC Holding Co)

Hold-Back Agreements. If and whenever the Company proposes to register any (a) Restrictions on Public Sale by Holder of its equity securities under the Registrable Securities. --------------------------------------------------------------- Each holder of Registrable Securities Act, whether or not whose Registrable Securities are eligible for its own account (other than inclusion in a Registration Statement filed pursuant to a Special Registration)Sections 3 or 4 agrees, if requested by the managing underwriter or is required to use its reasonable best efforts to effect the registration underwriters in an underwritten offering of any Registrable Securities Securities, not to effect any public sale or distribution of Registrable Securities, including a sale pursuant to Rule 144 (as such term is defined or any similar provision then in the Registration Rights Agreement, dated as of the date hereof, by and between the Company, NCP-SBG and the other parties thereto (the "Registration Rights Agreement")force) under the Securities Act pursuant to Sections 3.1 or 3.2 (except as part of such underwritten registration), during the Registration Rights Agreement, each party hereto, if required by the managing underwriter in an underwritten offering, agrees not to effect (other than pursuant to such registration) any public sale or distribution, including, but not limited 10-day period prior 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 for 90 days (or 180 days, if the managing underwriter so requires) after, and during the 20 days prior to, 90-day period (or such shorter period as may be agreed to by the parties hereto) beginning on the effective date of such registrationRegistration Statement, to the extent timely notified in writing by the Company or the managing underwriter, and the Company agrees underwriter or underwriters. The foregoing provisions shall not apply to cause each any holder of Registrable Securities if such holder is prevented by applicable statute or regulation from entering into any Equity Securitysuch agreement; provided, or of however, that any security convertible into or exchangeable or exercisable for such holder shall undertake, in its request to participate in any Equity Securitysuch underwritten offering, of the Company purchased from the Company at any time other than in a Public Offering to enter into a similar agreement with the Company. The Company further agrees not to effect (other than pursuant to such registration or pursuant to a Special Registration) any public sale or distribution, or to file any registration statement distribution of Registrable Securities (other than except as part of such registration or a Special Registrationunderwritten registration) covering any, of its equity securities, or any securities convertible into or exchangeable or exercisable for during such securities, during the 20 period unless it has provided 45 days prior to, and for 90 days (written notice of such sale or 180 days, if distribution to the managing underwriter so requires) after, the effective date of such registration if required by the managing or underwriter.

Appears in 1 contract

Samples: Registration Rights Agreement (Dri Acquisition LLC)

Hold-Back Agreements. If and whenever the Company proposes to register any (a) Restrictions on Public Sale by Holder 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 reasonable best efforts to effect the registration Registrable Securities. Each holder of any Registrable Securities agrees, if requested by (as such term is defined in the Registration Rights Agreement, dated as of the date hereof, by and between i) the Company, NCP-SBG and the other parties thereto (the "Registration Rights Agreement")ii) under the Securities Act pursuant to Sections 3.1 or 3.2 of the Registration Rights Agreement, each party hereto, if required by the managing underwriter underwriters in an underwritten offeringoffering or (iii) the holders of a majority of the Registrable Securities included pursuant to Section 2.1 hereof in a Demand Registration not being underwritten, agrees 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, distribution of any Registrable Securities, any other equity securities of the Company the same as or similar to those being registered, or any securities convertible into or exchangeable or exercisable for such securities, in any equity securities Registration Statement, including a sale pursuant to Rule 144 under the Securities Act (except as part of such underwritten registration), during the Company for 90 days (or 180 days, if the managing underwriter so requires) after14-day period prior to, and during the 20 90-day period (or, with respect to a Piggyback Registration, such longer period of up to 180 days prior toas may be required by such underwriter) beginning on, the effective date of any Registration Statement (except as part of such registration) or the commencement of the public distribution of securities, to the extent timely notified in writing by the Company or the managing underwriterunderwriters (or the holders, and as the case may be). (b) Restrictions on Public Sale by 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 from the Company at any time other than in a Public Offering to enter into a similar agreement with the Companyand Others. The Company further agrees agrees, if requested by the managing underwriter in an underwritten offering, not to effect (other than pursuant to such registration or pursuant to a Special Registration) any public sale or distribution, distribution of any securities the same as or similar to file any registration statement (other than such registration or a Special Registration) covering any, of its equity securitiesthose being registered by the Company, or any securities convertible into or exchangeable or exercisable for such securities, during the 20 days 14-day period prior to, and for 90 during the 90-day period (or, with respect to a Piggyback Registration, such longer period of up to 180 days (or 180 days, if as may be required by the managing underwriter so requiresunderwriter) afterbeginning on, the effective date of a Registration Statement filed under Section 2.1 or Section 2.2 hereof or the commencement of the public distribution of securities to the extent timely notified in writing by a holder of Registrable Securities covered by such Registration Statement 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 or any registration of securities for offering and sale to management of the Company pursuant to any employee stock plan or other employee benefit plan arrangement). The Company agrees to use reasonable efforts to obtain from each holder of restricted securities of the Company the same as or similar to those being registered by the Company, or any restricted securities convertible into or exchangeable or exercisable for any of its securities, an agreement not to affect any public sale or distribution of such securities (other than securities purchased in a public offering) during such period, except as part of any such registration if required by the managing underwriterpermitted.

Appears in 1 contract

Samples: Registration Rights Agreement (Goldman Sachs Group Lp)

Hold-Back Agreements. If (a) Restrictions on Public Sale by Company and whenever Holders of Registrable Securities. The Company and each holder of Registrable Securities whose Registrable Securities are eligible for inclusion in a Registration Statement filed pursuant to Sections 3 or 4, if requested by the managing underwriter or underwriters in an underwritten offering of any Registrable Securities, agrees not to, directly or indirectly (except with respect to 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 in connection with a Special RegistrationRegistration Statement), (i) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device that is required to use its reasonable best efforts to effect designed to, or could be expected to, result in the registration of disposition by any person at any time in the future of) any Registrable Securities (as such term is defined including, without limitation, Registrable Securities that may be deemed to be beneficially owned by the undersigned in accordance with the Registration Rights Agreement, dated as rules and regulations of the date hereofSecurities and Exchange Commission and Registrable Securities that may be issued upon exercise of any option or warrant) or securities convertible into or exchangeable for Registrable Securities, by and between the Companyor (ii) enter into any swap or other derivatives transaction that transfers to another, NCP-SBG and the other parties thereto (the "Registration Rights Agreement")) under the Securities Act pursuant to Sections 3.1 in whole or 3.2 in part, any of the Registration Rights Agreementeconomic benefits or risks of ownership of such Registrable Securities, each party heretowhether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Registrable Securities or other securities, if in cash or otherwise, during the 10-day period prior to, and for a period of 90 days after (or such longer period, not to exceed 180 days, which may be required by the managing underwriter in an underwritten offeringor underwriters, agrees not to effect (other than pursuant to or 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 for 90 days (or 180 days, if shorter period as the managing underwriter so requires) after, and during the 20 days prior toor underwriters may agree), the effective date of such registrationthe Registration Statement, to the extent timely notified in writing by the Company or the managing underwriter, and or, with respect to each such holder of Registrable Securities, the Company. Additionally, the Company agrees to use reasonable efforts 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 Common Stock purchased from the Company at any time after the date of the Agreement (other than in a Public Offering registered public offering) to enter into a similar agreement with agree to the Company. The Company further agrees not to effect (other than pursuant to such registration or pursuant to a Special Registration) any public sale or distribution, or to file any registration statement (other than such registration or a Special Registration) covering any, provisions of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the 20 days prior to, and for 90 days (or 180 days, if the managing underwriter so requires) after, the effective date of such registration if required by the managing underwriterthis Section 7(a).

Appears in 1 contract

Samples: Registration Rights Agreement (Network Communications, Inc.)

Hold-Back Agreements. If and whenever (a) By Holders of Registrable Securities. ------------------------------------ Upon the Company proposes to register written request of the managing underwriter of any underwritten offering of its equity securities under the Company's securities, a Holder of Registrable Securities Actshall not sell, whether or not make any short sale of, loan, grant any option for its own account (other than pursuant to a Special Registration)the purchase of, or is required to use its reasonable best efforts to effect the registration otherwise dispose of any Registrable Securities (as other than those included in such term registration) without the prior written consent of such managing underwriter for a period (not to exceed 30 days before the effective date and 75 days thereafter) that such managing underwriter reasonably determines is defined necessary in order to effect the Registration Rights Agreement, dated as underwritten public offering; provided that each of the date hereof, by officers and between the Company, NCP-SBG and the other parties thereto (the "Registration Rights Agreement")) under the Securities Act pursuant to Sections 3.1 or 3.2 directors of the Registration Rights Agreement, each party hereto, if required by the Company shall have entered into substantially similar holdback agreements with such managing underwriter in an underwritten offering, agrees covering at least the same period. (b) By the Company and Others. ------------------------- The Company agrees: (i) not to effect (other than pursuant to such registration) any public or private sale or distribution, including, but not limited distribution of its Equity Securities during the 30-day period prior 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 for 90 days (or 180 days, if the managing underwriter so requires) after, and during the 20 days prior to, the effective date of such registration, to the extent timely notified in writing by the Company or the managing underwriter, 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 from the Company at any time other than in a Public Offering to enter into a similar agreement with the Company. The Company further agrees not to effect (other than pursuant to such registration or pursuant to a Special Registration) any public sale or distribution, or to file any registration statement (other than such registration or a Special Registration) covering any, of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the 20 days prior to, and for 90 days (or 180 days, if the managing underwriter so requires) 75- day period after, the effective date of such registration each underwritten offering made pursuant to a Demand Registration or a Piggyback Registration, if required so requested in writing by the managing underwriterunderwriter (except as part of such underwritten offering or pursuant to registrations on Forms S-4 or S-8 or any successor forms thereto), and (ii) not to issue any Equity Securities other than for sale in a registered public offering unless each of the Persons to which such securities are issued has entered a written agreement binding on its transferees not to effect any public sale or distribution of such securities during such period, including, without limitation, a sale pursuant to Rule 144 under the Securities Act (except as part of such underwritten registration, if and to the extent permitted hereunder).

Appears in 1 contract

Samples: Registration Rights Agreement (Prometheus Homebuilders Funding Corp)

Hold-Back Agreements. If and whenever the Company proposes to register any (a) Restrictions on Public Sale by Holder 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 reasonable best efforts to effect the registration of any Registrable Securities (as such term is defined in the Registration Rights Agreement, dated as of the date hereof, by and between the Company, NCP-SBG and the other parties thereto (the "Registration Rights Agreement")) under the Securities Act pursuant to Sections 3.1 or 3.2 of the Registration Rights Agreement, each party heretoSecurities. The Investor agrees, if required reasonably requested by the managing underwriter underwriters in an underwritten offeringUnderwritten Offering, agrees not to effect (other than pursuant to such registration) any public sale or distributiondistribution of securities of the Company of the same class as the securities included in the Registration Statement relating to such Underwritten Offering, including, but not limited to, any including a sale pursuant to Rule 144 or Rule 144Aunder the Securities Act (except as part of such Underwritten Offering), during the 10-day period prior to the filing 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 for 90 days (or 180 days, if the managing underwriter so requires) aftersuch Registration Statement, and during the 20 days prior to, 90-day period beginning on the effective closing date of each Underwritten Offering made pursuant to such registrationRegistration Statement, to the extent timely notified in writing by the Company or the managing underwriter, and the Company agrees to cause each holder underwriters. (b) Restrictions on Sale 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 enter into a similar agreement with Securities by the Company. The Company further agrees not to effect (other than pursuant to such registration or pursuant to a Special Registration) any public sale or distribution, or distribution of any securities similar to file any registration statement (other than such registration or a Special Registration) covering any, of its equity securitiesthose being registered, or any securities convertible into or exchangeable or exercisable for such securitiessecurities (except pursuant to a registration statement on Form S-4 or S-8, or any substitute form that may be adopted by the SEC) during the 20 ten days prior toto the filing of a registration statement with respect to an Underwritten Offering, and for 90 days (or 180 days, if during the managing underwriter so requires) after, 90-day period beginning on the effective date of such Registration Statement (except as part of such registration if required statement (x) where the Investor participating in such registration statement consents, (y) where the Investor is participating in such registration statement pursuant to Section 2(c) hereof, such registration statement was filed by the managing underwriterCompany with respect to the sale of securities by the Company, and the Investor is not simultaneously participating in a registration statement pursuant to Section 2(b) hereof), or (z) with respect to USAA, Praedium, the Morgxx Xxxities or the LaSalle Entities, if such parties are participating in a Demand Registration pursuant to Section 2(b) hereof), or the commencement of a public distribution of Registrable Securities pursuant to such registration statement.

Appears in 1 contract

Samples: Registration Rights Agreement (American Industrial Properties Reit Inc)

Hold-Back Agreements. If and whenever the Company proposes to register any (a) Restrictions on Public Sale by Holder 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 reasonable best efforts to effect the registration of any Registrable Securities (as such term is defined in the Registration Rights Agreement, dated as of the date hereof, by and between the Company, NCP-SBG and the other parties thereto (the "Registration Rights Agreement")) under the Securities Act pursuant to Sections 3.1 or 3.2 of the Registration Rights Agreement, each party heretoSecurities. The Investor agrees, if required reasonably requested by the managing underwriter underwriters in an underwritten offeringUnderwritten Offering, agrees not to effect (other than pursuant to such registration) any public sale or distributiondistribution of securities of the Company of the same class as the securities included in the Registration Statement relating to such Underwritten Offering, including, but not limited to, any including a sale pursuant to Rule 144 or Rule 144Aunder the Securities Act (except as part of such Underwritten Offering), during the 10-day period prior to the filing 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 for 90 days (or 180 days, if the managing underwriter so requires) aftersuch Registration Statement, and during the 20 days prior to, 90-day period beginning on the effective closing date of each Underwritten Offering made pursuant to such registrationRegistration Statement, to the extent timely notified in writing by the Company or the managing underwriter, and the Company agrees to cause each holder underwriters. (b) Restrictions on Sale 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 enter into a similar agreement with Securities by the Company. The Company further agrees not to effect (other than pursuant to such registration or pursuant to a Special Registration) any public sale or distribution, or distribution of any securities similar to file any registration statement (other than such registration or a Special Registration) covering any, of its equity securitiesthose being registered, or any securities convertible into or exchangeable or exercisable for such securitiessecurities (except pursuant to a registration statement on Form S-4 or S-8, or any substitute form that may be adopted by the SEC) during the 20 ten days prior toto the filing of a registration statement with respect to an Underwritten Offering, and for 90 days (or 180 days, if during the managing underwriter so requires) after, 90-day period beginning on the effective date of such Registration Statement (except as part of such registration if required statement (x) where the Investor participating in such registration statement consents, (y) where the Investor is participating in such registration statement pursuant to Section 2(c) hereof, such registration statement was filed by the managing underwriterCompany with respect to the sale of securities by the Company, and the Investor is not simultaneously participating in a registration statement pursuant to Section 2(b) hereof), or (z) with respect to Realco or the Purchasers, if such parties are participating in a Demand Registration pursuant to Section 2(b) hereof), or the commencement of a public distribution of Registrable Securities pursuant to such registration statement.

Appears in 1 contract

Samples: Registration Rights Agreement (American Industrial Properties Reit Inc)

Hold-Back Agreements. If and whenever the Company proposes to register any (a) Restrictions on Public Sale by Holder of its equity securities under the Registrable Securities. Each holder of Registrable Securities Act, whether or not whose Registrable Securities are eligible for its own account (other than inclusion in a Registration Statement filed pursuant to a Special Registration)Sections 3 or 4 agrees, if requested by the managing underwriter or is required to use its reasonable best efforts to effect the registration underwriters in an underwritten offering of any Registrable Securities Securities, not to effect any public sale or distribution of Registrable Securities, including a sale pursuant to Rule 144 (as such term is defined or any similar provision then in the Registration Rights Agreement, dated as of the date hereof, by and between the Company, NCP-SBG and the other parties thereto (the "Registration Rights Agreement")force) under the Securities Act pursuant to Sections 3.1 or 3.2 (except as part of such underwritten registration), during the Registration Rights Agreement, each party hereto, if required by the managing underwriter in an underwritten offering, agrees not to effect (other than pursuant to such registration) any public sale or distribution, including, but not limited 10-day period prior 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 for 90 days (or 180 days, if the managing underwriter so requires) after, and during the 20 days prior to, 180-day period (or such shorter period as may be agreed to by the parties hereto) beginning on the effective date of such registrationRegistration Statement, to the extent timely notified in writing by the Company or the managing underwriter or underwriters. 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. (b) Restrictions on Public Sale by the Company and Others. The Company shall (i) not effect any public sale or distribution of any of its Common Stock for its own account during the 10-day period prior to, and during the Company agrees 180-day period beginning on, the effective date of a Registration Statement filed pursuant to Sections 3 or 4 (except as part of a Special Registration Statement), and (ii) use reasonable efforts 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 Common Stock purchased from the Company at any time after the date of this Agreement (other than in a Public Offering registered public offering) to enter into a similar agreement with the Company. The Company further agrees agree not to effect (other than pursuant to such registration or pursuant to a Special Registration) any public sale or distributiondistribution of any such securities during such period, or including a sale pursuant to file any registration statement Rule 144 under the Securities Act (other than except as part of such registration or a Special Registration) covering any, of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the 20 days prior to, and for 90 days (or 180 daysunderwritten registration, if the managing underwriter so requires) after, the effective date of such registration if required by the managing underwriterpermitted).

Appears in 1 contract

Samples: Registration Rights Agreement (Integrated Energy Technologies Inc)

Hold-Back Agreements. If and whenever the (a) The Company proposes to register any of its equity securities under the Securities Act, whether or not for its own account agrees (other than pursuant to a Special Registration), or is required to use its reasonable best efforts to effect the registration of any Registrable Securities (as such term is defined in the Registration Rights Agreement, dated as of the date hereof, by and between the Company, NCP-SBG and the other parties thereto (the "Registration Rights Agreement")i) under the Securities Act pursuant to Sections 3.1 or 3.2 of the Registration Rights Agreement, each party hereto, if so required by the managing underwriter in of an underwritten offeringoffering effected pursuant to a Registration under Section 2 or 3 hereof, agrees not to effect (other than pursuant to such registration) any public or private sale or distribution, including, but not limited to, any sale pursuant to Rule 144 or Rule 144A, distribution of any Registrable Securities, any other equity securities of the Company or same type (including any securities convertible into or exchangeable or exercisable for any equity securities of underlying securities) as the Company for 90 days (or 180 days, if the managing underwriter so requires) after, and during the 20 days prior to, the effective date of Registrable Securities included in such underwritten registration, to the extent timely notified in writing by the Company or the managing underwriter, 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 from the Company at any time other than in a Public Offering to enter into a similar agreement with the Company. The Company further agrees not to effect (other than pursuant to such registration or pursuant to a Special Registration) any public sale or distribution, or to file any registration statement (other than such registration or a Special Registration) covering any, of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the 20 seven (7) days prior toto the pricing of such offering and until the earlier of (A) the end of the ninety (90) 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-8 or Form S-4 or any successor forms to such Forms), and for 90 days (or 180 days, if unless the managing underwriter for such offering otherwise agrees, and (B) ten (10) days after the withdrawal of the related Registration Statement, and (ii) to use its commercially reasonable 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 by the Company, and no Registrable Securities have been excluded from such offering pursuant to Section 3(b) hereof, the Holders, if so requiresrequested by the managing underwriter of such underwritten offering, agree not to effect any public sale or distribution of any Registrable Securities (other than as a part of such underwritten public offering) afterwithout 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 if required by statement, and ending on the managing underwriterearliest of (i) ninety (90) days after the pricing of such offering, (ii) the abandonment of such offering, and (iii) the first date on which the Company or any affiliate or executive officer of the Company is permitted to sell securities of the Company.

Appears in 1 contract

Samples: Registration Rights Agreement (Colony Financial, Inc.)

Hold-Back Agreements. If and whenever the Company proposes to register any (a) Restrictions on Public Sale by Holder 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 reasonable best efforts to effect the registration Registrable Securities. Each holder of any Registrable Securities agrees, if requested by (as such term is defined in the Registration Rights Agreement, dated as of the date hereof, by and between i) the Company, NCP-SBG and the other parties thereto (the "Registration Rights Agreement")ii) under the Securities Act pursuant to Sections 3.1 or 3.2 of the Registration Rights Agreement, each party hereto, if required by the managing underwriter underwriters in an underwritten offeringoffering or (iii) the holders of a majority of the Registrable Securities included pursuant to Section 2.1 hereof in a Demand Registration not being underwritten, agrees 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, distribution of any Registrable Securities, any other equity securities of the Company the same as or similar to those being registered, or any securities convertible into or exchangeable or exercisable for such securities, in any equity securities Registration Statement, including a sale pursuant to Rule 144 under the Securities Act (except as part of such underwritten registration), during the Company for 90 days (or 180 days, if the managing underwriter so requires) after14-day period prior to, and during the 20 90-day period (or, with respect to a Piggyback Registration, such longer period of up to 180 days prior toas may be required by such underwriter) beginning on, the effective date of any Registration Statement (except as part of such registration) or the commencement of the public distribution of securities, to the extent timely notified in writing by the Company or the managing underwriterunderwriters (or the holders, and as the case may be). (b) Restrictions on Public Sale by 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 from the Company at any time other than in a Public Offering to enter into a similar agreement with the Companyand Others. The Company further agrees agrees, if requested by the managing underwriter in an underwritten offering, not to effect (other than pursuant to such registration or pursuant to a Special Registration) any public sale or distribution, distribution of any securities the same as or similar to file any registration statement (other than such registration or a Special Registration) covering any, of its equity securitiesthose being registered by the Company, or any securities convertible into or exchangeable or exercisable for such securities, during the 20 days 14-day period prior to, and for 90 during the 90-day period (or, with respect to a Piggyback Registration, such longer period of up to 180 days (or 180 days, if as may be required by the managing underwriter so requiresunderwriter) afterbeginning on, the effective date of a Registration Statement filed under Section 2.1 or Section 2.2 hereof or the commencement of the public distribution of securities to the extent timely notified in writing by a holder of Registrable Securities covered by such Registration Statement 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 or any registration of securities for offering and sale to management of the Company pursuant to any employee stock plan or other employee benefit plan arrangement). The Company agrees to use reasonable efforts to obtain from each holder of restricted securities of the Company the same as or similar to those being registered by the Company, or any restricted securities convertible into or exchangeable or exercisable for any of its securities, an agreement not to effect any public sale or distribution of such securities (other than securities purchased in a public offering) during such period, except as part of any such registration if required by the managing underwriterpermitted.

Appears in 1 contract

Samples: Registration Rights Agreement (Kojaian C Michael)

Hold-Back Agreements. If and whenever the (a) The Company proposes to register any of its equity securities under the Securities Act, whether or not for its own account agrees (other than pursuant to a Special Registration), or is required to use its reasonable best efforts to effect the registration of any Registrable Securities (as such term is defined in the Registration Rights Agreement, dated as of the date hereof, by and between the Company, NCP-SBG and the other parties thereto (the "Registration Rights Agreement")i) under the Securities Act pursuant to Sections 3.1 or 3.2 of the Registration Rights Agreement, each party hereto, if so required by the managing underwriter in of an underwritten offeringoffering effected pursuant to a Registration under Section 2 or 3 hereof, agrees not to effect (other than pursuant to such registration) any public or private sale or distribution, including, but not limited to, any sale pursuant to Rule 144 or Rule 144A, distribution of any Registrable Securities, any other equity securities of the Company or same type (including any securities convertible into or exchangeable or exercisable for any equity securities of underlying securities) as the Company for 90 days (or 180 days, if the managing underwriter so requires) after, and during the 20 days prior to, the effective date of Registrable Securities included in such underwritten registration, to the extent timely notified in writing by the Company or the managing underwriter, 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 from the Company at any time other than in a Public Offering to enter into a similar agreement with the Company. The Company further agrees not to effect (other than pursuant to such registration or pursuant to a Special Registration) any public sale or distribution, or to file any registration statement (other than such registration or a Special Registration) covering any, of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the 20 seven days prior to, to the pricing of such offering and for 90 days 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 180 daysany successor form to such Form)), if 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 requiresrequested by the managing underwriter of such underwrit ten 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) afterwithout 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 if required by statement, and ending on the managing underwriterearlier 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 Common Stock of the Company.

Appears in 1 contract

Samples: Registration Rights Agreement (Pc Advisory Partnters I Lp)

Hold-Back Agreements. If and whenever the Company proposes to register any (a) Restrictions on Public Sale by Holder 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 reasonable best efforts to effect the registration of any Registrable Securities (as such term is defined in the Registration Rights Agreement, dated as of the date hereof, by and between the Company, NCP-SBG and the other parties thereto (the "Registration Rights Agreement")) under the Securities Act pursuant to Sections 3.1 or 3.2 of the Registration Rights Agreement, each party heretoSecurities. Each Purchaser agrees, if required reasonably requested by the managing underwriter underwriters in an underwritten offeringUnderwritten Offering, agrees not to effect (other than pursuant to such registration) any public sale or distributiondistribution of securities of the Company of the same class as the securities included in the Registration Statement relating to such Underwritten Offering, including, but not limited to, any including a sale pursuant to Rule 144 or Rule 144Aunder the Securities Act (except as part of such Underwritten Offering), during the 10-day period prior to the filing 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 for 90 days (or 180 days, if the managing underwriter so requires) aftersuch Registration Statement, and during the 20 days prior to, 90-day period beginning on the effective closing date of each Underwritten Offering made pursuant to such registrationRegistration Statement, to the extent timely notified in writing by the Company or the managing underwriter, and the Company agrees to cause each holder underwriters. (b) Restrictions on Sale 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 enter into a similar agreement with Securities by the Company. The Company further agrees not to effect (other than pursuant to such registration effect, for its own account or pursuant to a Special Registration) for the account of any of its security holders, any public sale or distribution, or distribution of any securities similar to file any registration statement (other than such registration or a Special Registration) covering any, of its equity securitiesthose being registered, or any securities convertible into or exchangeable or exercisable for such securitiessecurities (except pursuant to a registration statement on Form S-4 or S-8, or any substitute form that may be adopted by the SEC) during the 20 ten days prior toto the filing of a registration statement with respect to an Underwritten Offering, and for 90 days (or 180 days, if during the managing underwriter so requires) after, 90-day period beginning on the effective date of such Registration Statement (except as part of such registration if required statement (x) where each Purchaser participating in such registration statement consents, (y) where any Purchasers are participating in such registration statement pursuant to Section 2(c) hereof, such registration statement was filed by the managing underwriterCompany with respect to the sale of securities by the Company, and no Purchasers are simultaneously participating in a registration statement pursuant to Section 2(b) hereof, or (z) with respect to Realco or LaSalle, where such parties are participating in a Demand Registration pursuant to Section 2(b) hereof) or the commencement of a public distribution of Registrable Securities pursuant to such registr1ation statement.

Appears in 1 contract

Samples: Registration Rights Agreement (American Industrial Properties Reit Inc)

Hold-Back Agreements. If and whenever the Company proposes to register any (a) Restrictions on Public Sale by Holder of its equity securities under the Registrable ---------------------------------------------------- Securities. Each holder of Registrable Securities Act, whether or not whose Registrable Securities ---------- are eligible for its own account (other than inclusion in a Registration Statement filed pursuant to a Special Registration)Sections 3 or 4 agrees, if requested by the managing underwriter or is required to use its reasonable best efforts to effect the registration underwriters in an underwritten offering of any Registrable Securities Securities, not to effect any public sale or distribution of Registrable Securities, including a sale pursuant to Rule 144 (as such term is defined or any similar provision then in the Registration Rights Agreement, dated as of the date hereof, by and between the Company, NCP-SBG and the other parties thereto (the "Registration Rights Agreement")force) under the Securities Act pursuant to Sections 3.1 or 3.2 (except as part of such underwritten registration), during the Registration Rights Agreement, each party hereto, if required by the managing underwriter in an underwritten offering, agrees not to effect (other than pursuant to such registration) any public sale or distribution, including, but not limited 10-day period prior 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 for 90 days (or 180 days, if the managing underwriter so requires) after, and during the 20 days prior to, 90-day period (or such shorter period as may be agreed to by the parties hereto) beginning on the effective date of such registrationRegistration Statement, to the extent timely notified in writing by the Company or the managing underwriter, and the Company agrees underwriter or underwriters. The foregoing provisions shall not apply to cause each any holder of Registrable Securities if such holder is prevented by applicable statute or regulation from entering into any Equity Securitysuch agreement; provided, or of however, that any security convertible into or exchangeable or exercisable for such holder shall undertake, in its request to participate in any Equity Securitysuch underwritten offering, of the Company purchased from the Company at any time other than in a Public Offering to enter into a similar agreement with the Company. The Company further agrees not to effect (other than pursuant to such registration or pursuant to a Special Registration) any public sale or distribution, or to file any registration statement distribution of Registrable Securities (other than except as part of such registration or a Special Registrationunderwritten registration) covering any, of its equity securities, or any securities convertible into or exchangeable or exercisable for during such securities, during the 20 period unless it has provided 45 days prior to, and for 90 days (written notice of such sale or 180 days, if distribution to the managing underwriter so requires) after, the effective date of such registration if required by the managing or underwriter.

Appears in 1 contract

Samples: Registration Rights Agreement (California Pizza Kitchen Inc)

Hold-Back Agreements. If and whenever 4.1 Restrictions on Public Sale by Holder of Registrable Securities. (a) Each Holder of Registrable Securities agrees, if requested by the Company proposes managing underwriter or underwriters in an underwritten offering of any Registrable Securities, not to register effect any public sale or distribution or any other sale pursuant to the exemption from the registration requirements of its equity securities under the Securities Act, whether or not for of its own account (other than pursuant to a Special Registration), or is required to use its reasonable best efforts to effect the registration remaining equity securities of any Registrable Securities (as such term is defined in the Registration Rights Agreement, dated as of the date hereof, by and between the Company, NCP-SBG and the other parties thereto including a sale pursuant to Rule 144 (the "Registration Rights Agreement")or any similar provision then in force) under the Securities Act pursuant to Sections 3.1 or 3.2 (except as part of such underwritten registration), during the Registration Rights Agreement, each party hereto, if required by the managing underwriter in an underwritten offering, agrees not to effect (other than pursuant to such registration) any public sale or distribution, including, but not limited 14-day period prior 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 for 90 days (or 180 days, if the managing underwriter so requires) after, and during the 20 days prior to90-day period (or such shorter period as may be agreed to by the parties hereto) beginning on, the effective date of such registrationRegistration Statement, to the extent timely notified in writing by the Company or the managing underwriterunderwriter or underwriters, unless the underwriters managing the registered offering and the Company otherwise agree. (b) Each Holder of Registrable Securities agrees to cause each holder by acquisition 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 enter into a similar agreement with the Company. The Company further agrees such Registrable Securities not to effect (other than pursuant to such registration or pursuant to a Special Registration) any public sale or distribution, or to file any registration statement (other than such registration or a Special Registration) covering any, of its equity securities, distribution or any other sale pursuant to any exemption from the registration requirements of the Securities Act of any equity securities convertible into of the Company, including a sale pursuant to Rule 144 (or exchangeable or exercisable for any similar provision then in force) under the Securities Act (except as part of such securitiesunderwritten registration), during the 20 days prior to, and for 90 days (period that a holder of securities registrable under any of the agreements set forth on Schedule 10.2 or 180 days, if any agreement entered into in accordance with the managing underwriter so requiresterms provided pursuant to Section 4.2(ii) after, the effective date hereunder is prohibited from making any such sale or distribution as a result of a underwritten public offering pursuant to such registration if required by the managing underwriteragreement.

Appears in 1 contract

Samples: Operating Agreement (Lexington Corporate Properties Inc)

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 reasonable best efforts to effect the registration of any Registrable Securities (as such term is defined in the Registration Rights Agreement, dated as of the date hereof, by and between the Company, NCP-SBG and the other parties thereto (the "Registration Rights Agreement")) under the Securities Act pursuant Pursuant to Sections 3.1 Section 2 or 3.2 of the Registration Rights Agreement3, each party heretoHolder, if required by the managing underwriter in an underwritten offering, 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 towithout limitation, any sale pursuant to Rule 144 or Rule 144A144, 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 for 90 days (or 180 days, if the managing underwriter so requires) after, and during the 20 ten (10) days prior to, and for ninety (90) days after, the effective date of such registration, to the extent timely notified in writing by the Company or the managing underwriter, 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, director and executive officer of the Company purchased from the Company at any time other than in a Public Offering to enter into a similar agreement with the Company. The foregoing provisions shall not apply to any Holder 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 any applicable class of Registrable Securities commencing on the date of sale of such applicable class of Registrable Securities unless it has provided forty-five (45) days prior written notice of such sale or distribution to the underwriter or underwriters. The Company further agrees not to effect (other than pursuant to such registration or pursuant to a Special Registration) any public sale or distribution, or to file any registration statement Registration Statement (other than such registration or a Special Registration) covering any, of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the 20 ten (10) days prior to, and for 90 ninety (90) days (or 180 days, if the managing underwriter so requires) after, the effective date of such registration if required by the managing underwriter.

Appears in 1 contract

Samples: Registration Rights Agreement (Millennium Pharmaceuticals Inc)

Hold-Back Agreements. If and whenever (a) Restrictions on Public Distribution by Holder of Registrable Securities. Upon the Company proposes to register any written request 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 reasonable best efforts to effect the registration of any Registrable Securities (as such term is defined in the Registration Rights Agreement, dated as of the date hereof, by and between the Company, NCP-SBG and the other parties thereto (the "Registration Rights Agreement")) under the Securities Act pursuant to Sections 3.1 or 3.2 of the Registration Rights Agreement, each party hereto, if required by the managing underwriter in an underwritten offeringor underwriters of a Public Offering, agrees the Investors shall not to effect (other than pursuant to any Public Distribution of such registration) any public sale or distributionsecurities, 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 such securities, including a sale pursuant to Rule 144 under the Securities Act (except as part of such Public Offering), during the Company for 90 days (or 180 days, if the managing underwriter so requires) after14-day period prior to, and during the 20 days prior to90-day period following, the effective offering date of such registration, to the extent timely notified in writing by the Company or the managing underwriter, and the Company agrees to cause for each holder 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 enter into a similar agreement with the Company. The Company further agrees not to effect (other than made pursuant to such registration statement (as identified by such underwriter or pursuant underwriters or the Company in good faith). The foregoing provisions shall not apply to a Special Registration) the Investors if the Investors is prevented by applicable statute or regulation from entering into any public sale or distributionsuch agreement; provided, or however, that the Investors shall undertake not to file effect any Public Distribution of the class of securities covered by such registration statement (other than except as part of such registration or a Special RegistrationUnderwritten Offering) covering any, during such period unless it has provided 60 days’ prior written notice of such Public Distribution to the managing underwriter. (b) Restrictions on Public Distribution by the Company and Others. The Company agrees and it shall use its equity securitiesreasonable best efforts to cause its Affiliates to agree: (1) not to effect any Public Distribution of any securities being registered in accordance with Article II hereof, or any securities convertible into or exchangeable or exercisable for such securities, during the 20 days 14-day period prior to, and during the 90-day period following, the offering date for 90 days (or 180 dayseach Public Offering made pursuant to a registration statement filed under Article II hereof, if the managing underwriter so requires) after, the effective date of such registration if required requested in writing by the managing underwriterunderwriters (except as part of such Public Offering or pursuant to registrations in connection with mergers, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock options or other employee benefit plans); and (2) to use its reasonable best efforts to cause each holder of its privately placed Registrable Securities that are issued by the Company at any time on or after the date of this Agreement to agree not to effect any Public Distribution, including a sale pursuant to Rule 144 under the Securities Act, of any Registrable Securities during the period set forth in clause (1) above (except as part of such Public Offering, if and to the extent permitted).

Appears in 1 contract

Samples: Registration Rights Agreement (Isecuretrac Corp)

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 reasonable best efforts to effect the registration of any Registrable Securities (as such term is defined in the Registration Rights Agreement, dated as of the date hereof, by and between the Company, NCP-SBG and the other parties thereto (the "Registration Rights Agreement")) under the Securities Act pursuant to Sections 3.1 Section 2 or 3.2 of the Registration Rights Agreement3, each party heretoHolder, if required by the managing underwriter in an underwritten offering, 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 towithout limitation, any sale pursuant to Rule 144 or Rule 144A144, 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 for 90 days (or 180 days, if the managing underwriter so requires) after, and during the 20 ten (10) days prior to, and for ninety (90) days after, the effective date of such registration, to the extent timely notified in writing by the Company or the managing underwriter, 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, director and executive officer of the Company purchased from the Company at any time other than in a Public Offering to enter into a similar agreement with the Company. The foregoing provisions shall not apply to any Holder 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 any applicable class of Registrable Securities commencing on the date of sale of such applicable class of Registrable Securities unless it has provided forty-five (45) days prior written notice of such sale or distribution to the underwriter or underwriters. The Company further agrees not to effect (other than pursuant to such registration or pursuant to a Special Registration) any public sale or distribution, or to file any registration statement Registration Statement (other than such registration or a Special Registration) covering any, of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the 20 ten (10) days prior to, and for 90 ninety (90) days (or 180 days, if the managing underwriter so requires) after, the effective date of such registration if required by the managing underwriter.

Appears in 1 contract

Samples: Registration Rights Agreement (Millennium Pharmaceuticals Inc)

Hold-Back Agreements. If and whenever the (a) The Company proposes to register any of its equity securities under the Securities Act, whether or not for its own account agrees (other than pursuant to a Special Registration), or is required to use its reasonable best efforts to effect the registration of any Registrable Securities (as such term is defined in the Registration Rights Agreement, dated as of the date hereof, by and between the Company, NCP-SBG and the other parties thereto (the "Registration Rights Agreement")i) under the Securities Act pursuant to Sections 3.1 or 3.2 of the Registration Rights Agreement, each party hereto, if so required by the managing underwriter in of an underwritten offeringoffering effected pursuant to a Registration under Section 2 or 3 hereof, agrees not to effect (other than pursuant to such registration) any public or private sale or distribution, including, but not limited to, any sale pursuant to Rule 144 or Rule 144A, distribution of any Registrable Securities, any other equity securities of the Company or same type (including any securities convertible into or exchangeable or exercisable for any equity securities of underlying securities) as the Company for 90 days (or 180 days, if the managing underwriter so requires) after, and during the 20 days prior to, the effective date of Registrable Securities included in such underwritten registration, to the extent timely notified in writing by the Company or the managing underwriter, 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 from the Company at any time other than in a Public Offering to enter into a similar agreement with the Company. The Company further agrees not to effect (other than pursuant to such registration or pursuant to a Special Registration) any public sale or distribution, or to file any registration statement (other than such registration or a Special Registration) covering any, of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the 20 seven days prior toto the pricing of such offering and until the earlier of (A) the end of the 90-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-8 or any successor form to such Form), and for 90 days (or 180 days, if unless the managing underwriter for such offering otherwise agrees, and (B) 10 days after the withdrawal of the related Registration Statement, and (ii) to use its commercially reasonable 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 by the Company, and no Registrable Securities have been excluded from such offering pursuant to Section 3(b) hereof, the Holders, if so requiresrequested by the managing underwriter of such underwritten offering, agree not to effect any public sale or distribution of any Registrable Securities (other than as a part of such underwritten public offering) afterwithout 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 if required by statement, and ending on the managing underwriterearliest of (i) 90 days after the pricing of such offering, (ii) the abandonment of such offering, and (iii) the first date on which the Company or any affiliate or executive officer of the Company is permitted to sell securities of the Company.

Appears in 1 contract

Samples: Securityholders' Agreement (Revel Entertainment Group, LLC)

Hold-Back Agreements. If and whenever (a) Restrictions on Public Distribution by Holder of Registrable Securities. (1) Upon the Company proposes to register any written request 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 reasonable best efforts to effect the registration of any Registrable Securities (as such term is defined in the Registration Rights Agreement, dated as of the date hereof, by and between the Company, NCP-SBG and the other parties thereto (the "Registration Rights Agreement")) under the Securities Act pursuant to Sections 3.1 or 3.2 of the Registration Rights Agreement, each party hereto, if required by the managing underwriter in an underwritten offeringor underwriters of a Public Offering, agrees each Holder of Registrable Securities shall 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 for 90 days (or 180 days, if the managing underwriter so requires) after, and during the 20 days prior to, the effective date Public Distribution of such registration, to the extent timely notified in writing by the Company or the managing underwriter, 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 from the Company at any time other than in a Public Offering to enter into a similar agreement with the Company. The Company further agrees not to effect (other than pursuant to such registration or pursuant to a Special Registration) any public sale or distribution, or to file any registration statement (other than such registration or a Special Registration) covering any, of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, including a sale pursuant to Rule 144 under the Securities Act (except as part of such Public Offering), during the 20 days 14-day period prior to, and for 90 days (or 180 days, if during the managing underwriter so requires) after90-day period following, the effective offering date for each Public Offering made pursuant to such registration statement (as identified by such underwriter or underwriters or the Company in good faith). The foregoing provisions shall not apply to any Holder that is prevented by applicable statute or regulation from entering into any such agreement; provided, however, that any such Holder shall undertake not to effect any Public Distribution of the class of securities covered by such registration statement (except as part of such registration if required by Underwritten Offering) during such period unless it has provided 60 days' prior written notice of such Public Distribution to the managing underwriter. (2) Each Holder agrees, upon a request of the Company made after the Effectiveness Date in writing and delivered with at least five days' prior notice, not to effect any public sale or distribution of Common Stock or otherwise conduct marketing activities with respect to the Stock for a period not to exceed 90 days (the "90-Day Period") if the Company proposes to make a securities offering, material acquisition or engage in any other material corporate transaction not in the ordinary course of business, if the Board of Directors of the Company determines in good faith as evidenced by a resolution of the Board of Directors that the continuation of public sales or a distribution or other marketing activities could adversely affect the Company's ability to complete such other transactions. The Holders will be subject to the requirements of this subparagraph only during the period commencing on the Effectiveness Date and ending on the last day of the Effectiveness Period, provided, however, that the Company shall not be permitted to designated more than two such 90-Day Periods and the Effectiveness Period will be extended by such number of days equal to the number of days the Holders were subject to the requirements of this subparagraph.

Appears in 1 contract

Samples: Registration Rights Agreement (Smartalk Teleservices Inc)

Hold-Back Agreements. If and whenever (a) Restrictions on Public Distribution by Holder of Registrable ------------------------------------------------------------ Securities. Upon the Company proposes to register any written request 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 reasonable best efforts to effect the registration of any Registrable Securities (as such term is defined in the Registration Rights Agreement, dated as of the date hereof, by and between the Company, NCP-SBG and the other parties thereto (the "Registration Rights Agreement")) under the Securities Act pursuant to Sections 3.1 or 3.2 of the Registration Rights Agreement, each party hereto, if required by the managing underwriter in an underwritten offeringor ---------- underwriters of a Public Offering, agrees each Holder of Registrable Securities shall not to effect (other than pursuant to any Public Distribution of such registration) any public sale or distributionsecurities, 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 such securities, including a sale pursuant to Rule 144 under the Securities Act (except as part of such Public Offering), during the Company for 90 days (or 180 days, if the managing underwriter so requires) after14-day period prior to, and during the 20 days prior to90-day period following, the effective offering date of such registration, to the extent timely notified in writing by the Company or the managing underwriter, and the Company agrees to cause for each holder 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 enter into a similar agreement with the Company. The Company further agrees not to effect (other than made pursuant to such registration statement (as identified by such underwriter or pursuant underwriters or the Company in good faith). The foregoing provisions shall not apply to a Special Registration) any public sale Holder that is prevented by applicable statute or distributionregulation from entering into any such agreement; provided, or however, that any such Holder shall undertake not to file effect any Public Distribution of the class of securities covered by such registration statement (except as part of such Underwritten Offering) during such period unless it has provided 60 days' prior written notice of such Public Distribution to the managing underwriter. (b) Restrictions on Public Distribution by the Company and Others. ------------------------------------------------------------- The Company agrees and it shall use its best efforts to cause its Affiliates (other than such registration or a Special RegistrationPersons who are Holders hereunder) covering any, to agree: (1) not to effect any Public Distribution of its equity securitiesany securities being registered in accordance with Article II hereof, or any securities convertible into or exchangeable or exercisable for such securities, during the 20 days 14-day period prior to, and during the 90-day period following, the offering date for 90 days (or 180 dayseach Public Offering made pursuant to a registration statement filed under Article II hereof, if the managing underwriter so requires) after, the effective date of such registration if required requested in writing by the managing underwriterunderwriters (except as part of such Public Offering or pursuant to registrations in connection with mergers, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock options or other employee benefit plans); and (2) to use its best efforts to cause each Holder of its privately placed Registrable Securities that are issued by the Company at any time on or after the date of this Agreement to agree not to effect any Public Distribution, including a sale pursuant to Rule 144 under the Securities Act, of any Registrable Securities during the period set forth in clause (1) above (except as part of such Public Offering, if and to the extent permitted).

Appears in 1 contract

Samples: Registration Rights Agreement (Wyle Electronics)

Hold-Back Agreements. If and whenever the Company proposes to register any of its equity securities under the Securities Act, whether or not Act for its own the account (other than pursuant to a Special Registration), or is required to use its reasonable best efforts to effect the registration of any Registrable Securities (as such term is defined in the Registration Rights Agreement, dated as of the date hereof, by and between the Company, NCP-SBG and the other parties thereto (the "Registration Rights Agreement")) under the Securities Act pursuant to Sections 3.1 or 3.2 of the Registration Rights AgreementHolder, each party heretoHolder, if required by the managing underwriter in an underwritten offeringUnderwritten Offering, 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 towithout limitation, any sale pursuant to Rule 144 or Rule 144A144, 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 for 90 days (or 180 days, if the managing underwriter so requires) after, and during the 20 ten (10) days prior to, and for up to ninety (90) days after, the effective date of such registration, to the extent timely notified in writing by the Company or the managing underwriter, 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, director and executive officer of the Company purchased from the Company at any time other than in a Public Offering to enter into a similar agreement with the Company. The foregoing provisions shall not apply to any Holder 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 any applicable class of Registrable Securities commencing on the date of sale of such applicable class of Registrable Securities unless it has provided forty-five (45) days prior written notice of such sale or distribution to the underwriter or underwriters. The Company further agrees not to effect (other than pursuant to such registration or pursuant to a Special Registration) any public sale or distribution, or to file any registration statement Registration Statement (other than such registration or a Special Registration) covering any, of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the 20 ten (10) days prior to, and for 90 ninety (90) days (or 180 days, if the managing underwriter so requires) after, the effective date of such registration if required by the managing underwriter (provided, however, in no event shall such period of time be greater than the period of time any Holder or any other selling shareholder agrees with the managing underwriter).

Appears in 1 contract

Samples: Registration Rights Agreement (Nastech Pharmaceutical Co Inc)

Hold-Back Agreements. If and whenever the Company proposes to register any (a) Restrictions on Public Sale by Holder 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 reasonable best efforts to effect the registration of any Registrable Securities (as such term is defined in the Registration Rights Agreement, dated as of the date hereof, by and between the Company, NCP-SBG and the other parties thereto (the "Registration Rights Agreement")) under the Securities Act pursuant to Sections 3.1 or 3.2 of the Registration Rights Agreement, each party heretoSecurities. The Investor agrees, if required reasonably requested by the managing underwriter underwriters in an underwritten offeringUnderwritten Offering, agrees not to effect (other than pursuant to such registration) any public sale or distributiondistribution of securities of the Company of the same class as the securities included in the Registration Statement relating to such Underwritten Offering, including, but not limited to, any including a sale pursuant to Rule 144 or Rule 144Aunder the Securities Act (except as part of such Underwritten Offering), during the 10-day period prior to the filing 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 for 90 days (or 180 days, if the managing underwriter so requires) aftersuch Registration Statement, and during the 20 days prior to, 90-day period beginning on the effective closing date of each Underwritten Offering made pursuant to such registrationRegistration Statement, to the extent timely notified in writing by the Company or the managing underwriter, and the Company agrees to cause each holder underwriters. (b) Restrictions on Sale 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 enter into a similar agreement with Securities by the Company. The Company further agrees not to effect (other than pursuant to such registration or pursuant to a Special Registration) any public sale or distribution, or distribution of any securities similar to file any registration statement (other than such registration or a Special Registration) covering any, of its equity securitiesthose being registered, or any securities convertible into or exchangeable or exercisable for such securitiessecurities (except pursuant to a registration statement on Form S-4 or S-8, or any substitute form that may be adopted by the SEC) during the 20 ten days prior toto the filing of a registration statement with respect to an Underwritten Offering, and for 90 days (or 180 days, if during the managing underwriter so requires) after, 90-day period beginning on the effective date of such Registration Statement (except as part of such registration if required statement (x) where the Investor participating in such registration statement consents, (y) where the Investor is participating in such registration statement pursuant to Section 2(c) hereof, such registration statement was filed by the managing underwriterCompany with respect to the sale of securities by the Company, and the Investor is not simultaneously participating in a registration statement pursuant to Section 2(b) hereof), or (z) with respect to DDR, Realco, the Morgxx Xxxities or Praedium, if such parties are participating in a Demand Registration pursuant to Section 2(b) hereof), or the commencement of a public distribution of Registrable Securities pursuant to such registration statement.

Appears in 1 contract

Samples: Registration Rights Agreement (American Industrial Properties Reit Inc)

Hold-Back Agreements. If and whenever the (a) 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 reasonable best efforts to effect the registration of any Registrable Securities (as such term is defined in the Registration Rights Agreement, dated as of the date hereof, by and between the Company, NCP-SBG and the other parties thereto (the "Registration Rights Agreement")) under the Securities Act pursuant to Sections 3.1 or 3.2 of the Registration Rights Agreement, each party hereto, if required by the managing underwriter in an underwritten offering, agrees not to effect (other than pursuant to such registration) any public sale or distribution, including, but not limited distribution of its Common Stock during the 30-day period prior 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 for 90 days (or 180 days, if the managing underwriter so requires) after, and during the 20 days prior to, the effective date of such registration, to the extent timely notified in writing by the Company or the managing underwriter, 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 from the Company at any time other than in a Public Offering to enter into a similar agreement with the Company. The Company further agrees not to effect ninety (other than pursuant to such registration or pursuant to a Special Registration90) any public sale or distribution, or to file any registration statement (other than such registration or a Special Registration) covering any, of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the 20 days prior to, and for 90 days (or 180 days, if the managing underwriter so requires) day period after, the effective date of such registration each underwritten offering made pursuant to a Registration, if required so requested in writing by the managing underwriterunderwriter of any offering effected pursuant to this Agreement (except as part of such underwritten offering or pursuant to registrations on Forms S-4 or S-8). (b) For so long as a Holder of Registrable Securities and any of its Affiliates own, directly or indirectly, Registrable Securities representing 50% or more of the Company’s outstanding Common Stock (on an as-converted basis), the Holders of Registrable Securities agree not to offer, sell, transfer or otherwise dispose of the Registrable Securities other than to any of their Permitted Transferees, or make any demand for, or exercise any right with respect to, the Registration of Registrable Securities: (i) with respect to an Initial Public Offering, for a period of up to one hundred eighty (180) days (or such shorter period applicable to executive officers, directors or 5% or greater stockholders of the Company who collectively hold 50% or more of the Equity Securities collectively held by the entire group of executive officers, directors and 5% or greater stockholders of the Company) following the effective date of a registration statement relating to any Initial Public Offering, if requested in writing by the managing underwriter of such offering, or (ii) with respect to any public offering of Common Stock of the Company (other than the Initial Public Offering), for a period of up to ninety (90) days (or such shorter period applicable to executive officers, directors or 5% or greater stockholders of the Company who collectively hold 50% or more of the Equity Securities collectively held by the entire group of executive officers, directors and 5% or greater stockholders of the Company) after any such public offering of Common Stock of the Company, if requested in writing by the managing underwriter of such offering; provided, however, that if such managing underwriter or other party with the requisite authority waives any of the foregoing restrictions for executive officers, directors or 5% or greater stockholders of the Company who collectively hold 50% or more of the Equity Securities collectively held by the entire group of executive officers, directors and 5% or greater stockholders of the Company as a group following such Initial Public Offering or other public offering, as applicable, the Holders of Registrable Securities shall immediately be released from the restrictions set forth in this Section 2.5(b) to the same extent that such restrictions are waived for such group of executive officers, directors and 5% or greater stockholders of the Company. (c) The Holders of Registrable Securities that are excluded from any Registration pursuant to this Agreement as a result of the preferences of the Class D Registrable Stock also agree not to publicly offer or sell such excluded Registrable Securities for a period (not to exceed at least 30 days prior to the effective date of the applicable Registration Statement and 180 days thereafter) that the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering of the Class D Registrable Stock in which such Registrable Securities were excluded from Registration.

Appears in 1 contract

Samples: Investor Rights Agreement (Aecom Technology Corp)

Hold-Back Agreements. If and whenever the Company proposes to register any (a) Restrictions on Public Sale by Holder of its equity securities under the Securities Act, whether or not for its own account Registrable Securities. (other than pursuant to a Special Registration), or is required to use its reasonable best efforts to effect the registration i) Each holder of any Registrable Securities (as such term is defined in the whose Registrable Securities are covered by a Registration Rights Agreement, dated as of the date hereof, by and between the Company, NCP-SBG and the other parties thereto (the "Registration Rights Agreement")) under the Securities Act Statement filed pursuant to Sections 3.1 or 3.2 of the Registration Rights Agreement, each party heretohereto agrees, if required requested in writing by the managing underwriter underwriters in an underwritten offering, agrees not to effect (other than pursuant to such registration) any public sale or distributiondistribution of debt securities of the Issuers of the same class as the debt securities included in such Registration Statement, including, but not limited to, any including a sale pursuant to Rule 144 or Rule 144A144A under the Securities Act (except as part of such underwritten registration), of any Registrable Securities, any other equity securities of during the Company or any securities convertible into or exchangeable or exercisable for any equity securities of the Company for 90 days (or 180 days, if the managing underwriter so requires) after7-day period prior to, and during the 20 days prior to90-day period following, the effective date of the Registration Statement for any underwritten offering made pursuant to such registrationRegistration Statement. The foregoing provisions shall not apply, however, to any holder of Registrable Securities if such holder is prevented by an applicable statute or regulation from entering into any such agreement. (ii) The Issuers may postpone for a reasonable period of time, not to exceed 120 days, the extent timely notified filing or effectiveness of a Registration requested pursuant to this Agreement if the boards of directors of the Issuers in writing good faith determine that (A) such Registration might have a material adverse effect on any plan or proposal by either Issuer or any of their respective subsidiaries with respect to any financing, acquisition, recapitalization, reorganization or other material transaction or (B) either Issuer is in possession of material nonpublic information that, if publicly disclosed, could result in a material disruption of a major corporate development or transaction then pending or in progress or in any other material adverse consequences to either Issuer; provided, however, that as soon as the conditions permitting such delay no longer exist, the Issuers shall give notice of such fact to the holders of Registrable Securities who have requested such Registration, and shall proceed with the Registration unless the holders of a majority in aggregate principal amount of such Registrable Securities shall have elected, at any time prior to the close of business on the fifth business day after such notice from the Issuers, to withdraw their request for Registration, and provided further, that the Issuers may postpone a Registration not more than once in any 365 day period. (b) Restrictions on Public Sale by the Company Issuers and Others. The Issuers agree: (i) not to register (including in a Registration Statement filed pursuant hereto) or effect any public sale (other than a public sale of debt securities offered in exchange for existing debt securities) or distribution (or any private sale which contemplates a substantially contemporaneous resale pursuant to Rule 144A) of their debt securities that are substantially similar to the Registrable Securities during the 7-day period prior to, and during the 90-day period following, the effective date of the Registration Statement for each underwritten offering made pursuant to 5 a Registration Statement filed pursuant hereto, except with the consent of the managing underwriter, and the Company agrees underwriter for such offering; and (ii) to cause each holder of any Equity Security, or of any security convertible into or exchangeable or exercisable for any Equity Security, of their privately placed debt securities that are substantially similar to the Company purchased from Registrable Securities issued by the Company Issuers at any time other than in a Public Offering on or after the date of this Agreement to enter into a similar agreement with the Company. The Company further agrees agree not to effect (other than pursuant to such registration or pursuant to a Special Registration) any public sale or distribution, or including a sale pursuant to file any registration statement (other than such registration or a Special Registration) covering anyRule 144 under the Securities Act, of its equity securities, or any such securities convertible into or exchangeable or exercisable for such securities, during the 20 days prior toperiod set forth in clause (i) above, and for 90 days (or 180 days, if except with the consent of the managing underwriter so requires) after, the effective date of for such registration if required by the managing underwriteroffering.

Appears in 1 contract

Samples: Registration Rights Agreement (Hughes Electronics Corp)

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 reasonable best efforts to effect the registration of any Registrable Securities (as such term is defined in the Registration Rights Agreement, dated as of the date hereof, a) Restrictions on Public Sales by and between the Company, NCP-SBG and the other parties thereto (the "Registration Rights Agreement")) under the Securities Act pursuant to Sections 3.1 or 3.2 of the Registration Rights Agreement, each party heretoHolders. Each Holder agrees, if required --------------------------------------- requested in writing by the managing underwriter underwriters in an underwritten offeringUnderwritten Offering, agrees with respect to any Underwritten Offering in which such Holder's Registrable Securities are covered by a Registration Statement filed pursuant to Section 3 hereof, not to effect (other than pursuant to such registration) any public sale or distributiondistribution of securities of the Company of the same class as the securities included in such Registration Statement, including, but not limited to, any including a sale pursuant to Rule 144 or Rule 144Aunder the Securities Act (except as part of such Underwritten Registration), 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 for 90 days (or 180 days, if the managing underwriter so requires) after, and during the 20 days prior to, 90-day period following the effective date of the Registration Statement for each Underwritten Offering made pursuant to such registrationRegistration Statement, in each case to the extent timely notified in writing by the Company or the managing underwriter, and underwriters. (b) Restrictions on Public Sale by 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 from the Company at any time other than in a Public Offering to enter into a similar agreement with the Companyand Others. ----------------------------------------------------- The Company further agrees agrees: (1) not to effect (other than pursuant to such registration or pursuant to a Special Registration) any public sale or distribution, or to file any registration statement (other than such registration or a Special Registration) covering any, distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the 20 days 30-day period prior to, and for 90 days (or 180 days, if during the managing underwriter so requires) 90-day period after, the effective date of such registration if required any Underwritten Offering made pursuant to a Registration Statement filed under Section 3 hereof, to the extent timely requested in writing by the managing underwriterunderwriters (except as part of such Underwritten Registration or pursuant to registrations on Forms S-4 or S-8 or any successor form to such Forms); and (2) to cause each holder of its privately placed equity securities who beneficially owns at least one percent of any class of the Company's outstanding equity securities issued by the Company at any time on or after the date of this Agreement to agree not to effect any public sale or distribution of any such securities during the period described in Section 4(b)(i) above, including a sale pursuant to Rule 144 under the Securities Act (except as part of such Underwritten Registration, if permitted).

Appears in 1 contract

Samples: Registration Rights Agreement (Howmet International Inc)

Hold-Back Agreements. If (a) Restrictions on Public Sale by Holders of Registrable Securities. Subject to Section 4.2(b), the registration rights of the Holders pursuant to this Agreement and whenever the ability to offer and sell Registrable Securities pursuant to a Registration Statement are subject to the following conditions and limitations, and each of the Holders agrees with the Company proposes that: (i) If the Company determines in its good faith judgment that the filing of a Registration Statement under Section 4.1 hereof or the use of any Prospectus would require the disclosure of important information which the Company has a bona fide business purpose for preserving as confidential or the disclosure of which would impede the Company's ability to register consummate a significant transaction, upon written notice of such determination by the Company, the rights of each of the Holders to offer, sell or distribute any Registrable Securities pursuant to such Registration Statement or to require the Company to take action with respect to the registration or sale of its equity securities any Registrable Securities pursuant to such Registration Statement (including any action contemplated by Section 4.3 hereof) will for up to 120 days in any 12- month period be suspended until the date upon which the Company notifies the Holders in writing that suspension of such rights for the grounds set forth in this Section 4.2(a)(i) is no longer necessary. (ii) If consummation of any business combination by the Company has occurred or is probable for purposes of Rule 3-05 or Article 11 of Regulation S-X under the Securities Act, whether upon written notice thereof by the Company to the Holders, the rights of each of the Holders to offer, sell or not for its own account (other than distribute any Registrable Securities pursuant to a Special Registration), Registration Statement or is to require the Company to take action with respect to the registration or sale of any Registrable Securities pursuant to such Registration Statement (including any action contemplated by Section 4.2 hereof) will for up to 120 days in any 12-month period be suspended until the date on which the Company has obtained the financial information required by Rule 3-05 or Article 11 of Regulation S-X to use its reasonable best efforts to effect be included in such Registration Statement. (iii) In the case of the registration of any Registrable Securities (as such term is defined in the Registration Rights Agreement, dated as underwritten primary offering of capital stock of the date hereofCompany (other than any registration by the Company on Form F-8 or Form S-8, by and between the Companyor a successor or substantially similar form, NCP-SBG and the other parties thereto of (the "Registration Rights Agreement")A) under the Securities Act an employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to Sections 3.1 any such plan, or 3.2 of the Registration Rights Agreement(B) a dividend reinvestment plan), each party heretoHolder agrees, if required requested in writing by the managing underwriter in an underwritten or underwriters administering such offering, agrees not to effect (other than pursuant to such registration) any public offer, sale or distribution, including, but not limited to, distribution of Registrable Securities (or any sale pursuant option or right to Rule 144 or Rule 144A, of any acquire 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 for 90 days (or 180 days, if the managing underwriter so requires) after, and during the 20 days period commencing on the 10th day prior to, to the effective date of such registration, to the extent timely notified in writing by the Company or the managing underwriter, 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 from the Company at any time other than in a Public Offering to enter into a similar agreement with the Company. The Company further agrees not to effect (other than pursuant to such registration or pursuant to a Special Registration) any public sale or distribution, or to file any registration statement (other than covering such registration or a Special Registration) covering any, of its equity securities, or any securities convertible into or exchangeable or exercisable for underwritten primary offering and ending on the date specified by such securities, during the 20 days prior to, and for 90 days (or 180 days, if the managing underwriter so requires) after, the effective date of or underwriters in such registration if required by the managing underwriterwritten request.

Appears in 1 contract

Samples: Shareholder Agreement (Warner Chilcott PLC)

Hold-Back Agreements. If and whenever the Company proposes to register any (a) Restrictions on Public Sale by Holder 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 reasonable best efforts to effect the registration of any Registrable Securities (as such term is defined in the Registration Rights Agreement, dated as of the date hereof, by and between the Company, NCP-SBG and the other parties thereto (the "Registration Rights Agreement")) under the Securities Act pursuant to Sections 3.1 or 3.2 of the Registration Rights Agreement, each party heretoSecurities. The Investor agrees, if required reasonably requested by the managing underwriter underwriters in an underwritten offeringUnderwritten Offering, agrees not to effect (other than pursuant to such registration) any public sale or distributiondistribution of securities of the Company of the same class as the securities included in the Registration Statement relating to such Underwritten Offering, including, but not limited to, any including a sale pursuant to Rule 144 or Rule 144Aunder the Securities Act (except as part of such Underwritten Offering), during the 10-day period prior to the filing 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 for 90 days (or 180 days, if the managing underwriter so requires) aftersuch Registration Statement, and during the 20 days prior to, 90-day period beginning on the effective closing date of each Underwritten Offering made pursuant to such registrationRegistration Statement, to the extent timely notified in writing by the Company or the managing underwriter, and the Company agrees to cause each holder underwriters. (b) Restrictions on Sale 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 enter into a similar agreement with Securities by the Company. The Company further agrees not to effect (other than pursuant to such registration or pursuant to a Special Registration) any public sale or distribution, or distribution of any securities similar to file any registration statement (other than such registration or a Special Registration) covering any, of its equity securitiesthose being registered, or any securities convertible into or exchangeable or exercisable for such securitiessecurities (except pursuant to a registration statement on Form S-4 or S-8, or any substitute form that may be adopted by the SEC) during the 20 ten days prior toto the filing of a registration statement with respect to an Underwritten Offering, and for 90 days (or 180 days, if during the managing underwriter so requires) after, 90-day period beginning on the effective date of such Registration Statement (except as part of such registration if required statement (x) where the Investor participating in such registration statement consents, (y) where the Investor is participating in such registration statement pursuant to Section 2(c) hereof, such registration statement was filed by the managing underwriter.Company with respect to the sale of securities by the Company, and the Investor is not simultaneously participating in a registration statement pursuant to Section 2(b) hereof), or (z) with respect to Realco or the Purchasers, if such parties are participating in a Demand Registration pursuant to Section 2(b)

Appears in 1 contract

Samples: Registration Rights Agreement (American Industrial Properties Reit Inc)

Hold-Back Agreements. If (a) Restrictions on Public Sale by Holder of Registrable Securities. Each Holder of Registrable Securities agrees, if requested by the managing underwriters in an underwritten offering not to effect any public sale or distribution of the Warrants or Warrant Shares, including a sale pursuant to Rule 144 under the Securities Act (except as part of such underwritten registration), during the 7-day period prior to, and whenever during the 90-day period beginning on, the pricing date of each underwritten offering made pursuant to Section 3(b)(iii), to the extent timely notified by the Company proposes or the managing underwriters. In order to register enforce the foregoing covenant, the Company shall have the right to impose stop transfer instructions with respect to the Warrants or Warrant Shares until the end of such period. The provisions of this Section 4(a) shall be binding upon any transferee of any Warrants or Warrant Shares. The foregoing provisions of the preceding paragraph shall not apply to any Holder of Registrable Securities if such Holder is prevented by applicable statute or regulation from entering 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 any Registrable Securities held by such Holder and covered by a Registration Statement commencing on the date of sale of the Registrable Securities unless it has provided 30 days prior written notice of such sale or distribution to the underwriter or underwriters. (b) Restrictions on Sale of Securities by the Company and Others. The Company agrees (1) not to effect any public or private offer, sale or distribution of any of its equity securities under similar to the Securities ActWarrants, whether or not for its own account (other than including a sale pursuant to a Special Registration), or is required to use its reasonable best efforts to effect the registration of any Registrable Securities (as such term is defined in the Registration Rights Agreement, dated as of the date hereof, by and between the Company, NCP-SBG and the other parties thereto (the "Registration Rights Agreement")) Regulation D under the Securities Act pursuant to Sections 3.1 or 3.2 of the Registration Rights Agreement, each party hereto, if required by the managing underwriter in an underwritten offering, agrees not to effect (other than pursuant to any such registration) any public sale or distribution, including, but not limited to, distribution of such securities in connection with any sale pursuant to Rule 144 merger or Rule 144A, of consolidation by the Company or any Registrable Securities, any other equity securities subsidiary of the Company or any securities convertible into the acquisition by the Company or exchangeable or exercisable for any equity securities a subsidiary of the Company for 90 days (of the capital stock or 180 dayssubstantially all of the assets of any other Person or in connection with any employee stock option or other benefit plan), if the managing underwriter so requires) after, and during the 20 days prior to, 90-day period beginning with the effective date of such registration, the Warrants become exercisable to the extent timely notified in writing by a Holder or Holders which individually or in the Company aggregate hold a majority of the then outstanding Registrable Securities or during the 7-day period prior to, and during the 90-day period beginning with, the pricing date of each underwritten offering pursuant to Section 3(b)(iii), to the extent timely notified by the managing underwriterunderwriters in such underwritten offering (except as part of such if permitted, or pursuant to registrations on Forms S-4 or S-8 or any successor form to such registration forms) and (2) during the Company agrees aforementioned period to use its reasonable best efforts to cause each holder of any Equity Security, or each of any security convertible into or exchangeable or exercisable for any Equity Security, of its privately placed equity securities similar to the Company Warrants purchased from the Company at any time other than in a Public Offering on or after the date of this Agreement to enter into a similar agreement with the Company. The Company further agrees agree not to effect (other than pursuant to such registration or pursuant to a Special Registration) any public sale or distributiondistribution of any such securities during such period, or including a sale pursuant to file any registration statement Rule 144 under the Securities Act (other than except as part of such registration or a Special Registration) covering any, of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the 20 days prior to, and for 90 days (or 180 daysregistration, if the managing underwriter so requires) after, the effective date of such registration if required by the managing underwriterpermitted).

Appears in 1 contract

Samples: Warrant Registration Rights Agreement (Centerpoint Energy Inc)

Hold-Back Agreements. If and whenever the Company proposes to register any (a) Restrictions on Public Sale by Holder of its equity securities under the Registrable Securities. Each holder of Registrable Securities Act, whether or not whose Registrable Securities are eligible for its own account (other than inclusion in a Registration Statement filed pursuant to a Special Registration)Sections 3 or 4 agrees, if requested by the managing underwriter or is required to use its reasonable best efforts to effect the registration underwriters in an underwritten offering of any Registrable Securities Securities, not to effect any public sale or distribution of Registrable Securities, including a sale pursuant to Rule 144 (as such term is defined or any similar provision then in the Registration Rights Agreement, dated as of the date hereof, by and between the Company, NCP-SBG and the other parties thereto (the "Registration Rights Agreement")force) under the Securities Act pursuant to Sections 3.1 or 3.2 (except as part of such underwritten registration), during the Registration Rights Agreement, each party hereto, if required by the managing underwriter in an underwritten offering, agrees not to effect (other than pursuant to such registration) any public sale or distribution, including, but not limited 10-day period prior 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 for 90 days (or 180 days, if the managing underwriter so requires) after, and during the 20 days prior to, 90-day period (or such shorter period as may be agreed to by the parties hereto) beginning on the effective date of such registrationRegistration Statement, to the extent timely notified in writing by the Company or the managing underwriterunderwriter or underwriters. 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 the period referred to in this Section 7(a) unless it has provided 45 days prior written notice of such sale or distribution to the managing underwriter or underwriters. (b) Restrictions on Public Sale by the Company and Others. The Company shall (i) not effect any public sale or distribution of any of its Common Stock for its own account during the 10-day period prior to, and during the Company agrees 90-day period beginning on, the effective date of a Registration Statement filed pursuant to Sections 3 or 4 (except as part of a Special Registration Statement), and (ii) use reasonable efforts 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 Common Stock purchased from the Company at any time after the date of this Agreement (other than in a Public Offering registered public offering) to enter into a similar agreement with the Company. The Company further agrees agree not to effect (other than pursuant to such registration or pursuant to a Special Registration) any public sale or distributiondistribution of any such securities during such period, or including a sale pursuant to file any registration statement Rule 144 under the Securities Act (other than except as part of such registration or a Special Registration) covering any, of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the 20 days prior to, and for 90 days (or 180 daysunderwritten registration, if the managing underwriter so requires) after, the effective date of such registration if required by the managing underwriterpermitted).

Appears in 1 contract

Samples: Registration Rights Agreement (Mediq Inc)

Hold-Back Agreements. If and whenever (a) By Holders of Registrable Securities. ------------------------------------ Upon the Company proposes to register written request of the managing underwriter of any underwritten offering of its equity securities under the Company's securities, a Holder of Registrable Securities Actshall not sell, whether or not make any short sale of, loan, grant any option for its own account (other than pursuant to a Special Registration)the purchase of, or is required to use its reasonable best efforts to effect the registration otherwise dispose of any Registrable Securities (as other than those included in such term registration) without the prior written consent of such managing underwriter for a period (not to exceed 30 days before the effective date and 75 days thereafter) that such managing underwriter reasonably determines is defined necessary in order to effect the Registration Rights Agreement, dated as underwritten public offering; provided that each of the date hereof, by officers and between the Company, NCP-SBG and the other parties thereto (the "Registration Rights Agreement")) under the Securities Act pursuant to Sections 3.1 or 3.2 directors of the Registration Rights Agreement, each party hereto, if required by the Company shall have entered into substantially similar holdback agreements with such managing underwriter in an underwritten offering, agrees covering at least the same period. (b) By the Company and Others. ------------------------- The Company agrees: not to effect (other than pursuant to such registration) any public or private sale or distribution, including, but not limited distribution of its Equity Securities during the 30-day period prior 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 for 90 days (or 180 days, if the managing underwriter so requires) after, and during the 20 days prior to, the effective date of such registration, to the extent timely notified in writing by the Company or the managing underwriter, 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 from the Company at any time other than in a Public Offering to enter into a similar agreement with the Company. The Company further agrees not to effect (other than pursuant to such registration or pursuant to a Special Registration) any public sale or distribution, or to file any registration statement (other than such registration or a Special Registration) covering any, of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the 20 days prior to, and for 90 days (or 180 days, if the managing underwriter so requires) 75-day period after, the effective date of such registration each underwritten offering made pursuant to a Demand Registration or a Piggyback Registration, if required so requested in writing by the managing underwriterunderwriter (except as part of such underwritten offering or pursuant to registrations on Forms S-4 or S-8 or any successor forms thereto), and not to issue any Equity Securities other than for sale in a registered public offering unless each of the Persons to which such securities are issued has entered a written agreement binding on its transferees not to effect any public sale or distribution of such securities during such period, including, without limitation, a sale pursuant to Rule 144 under the Securities Act (except as part of such underwritten registration, if and to the extent permitted hereunder).

Appears in 1 contract

Samples: Registration Rights Agreement (Prometheus Homebuilders Funding Corp)

Hold-Back Agreements. If and whenever (i) Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities whose Registrable Securities are covered by a Shelf Registration Statement (which Registrable Securities are not being sold in the Company proposes to register any of its equity securities under the Securities Actunderwritten offering described below) agrees, whether or not for its own account if requested (other than pursuant to a Special Registration), timely written notice) by the Company or is required to use its reasonable best efforts to effect the registration of any Registrable Securities (as such term is defined in the Registration Rights Agreement, dated as of the date hereof, by and between the Company, NCP-SBG and the other parties thereto (the "Registration Rights Agreement")) under the Securities Act pursuant to Sections 3.1 or 3.2 of the Registration Rights Agreement, each party hereto, if required by the managing underwriter or underwriters in an underwritten offeringoffering of Registrable Securities, agrees not to effect (other than pursuant to such registration) any public sale or distributiondistribution of any securities within the class of securities covered by such Shelf Registration Statement or any similar class of securities of the Company, including, but not limited to, any including a sale pursuant to Rule 144 or Rule 144A144A (except as part of such underwritten offering), 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 for 90 days (or 180 days, if the managing underwriter so requires) after, and during the 20 period beginning 10 days prior to, and ending 60 days after, the effective issue date of such registrationeach underwritten offering made pursuant to each Shelf Registration Statement, to the extent timely notified in writing by the Company or by the managing underwriterunderwriter or underwriters; provided, and the Company agrees to cause however, that each holder of any Equity Security, or Registrable Securities shall be subject to the hold-back restrictions of any security convertible into or exchangeable or exercisable for any Equity Security, this Section 3(d)(i) only once during the term of the Company purchased from the Company at any time other than in a Public Offering to enter into a similar agreement with the Companythis Agreement. The Company further agrees 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 under- written offering, not to effect (other than pursuant to such registration or pursuant to a Special Registration) any public sale or distribution, distribution of the class of securities covered by such Shelf Registration Statement (except as part of such underwritten offering) during such period unless it has provided 45 days' prior written notice of such sale or distribution to file any registration statement (other than such registration the Company or a Special Registration) covering any, of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the 20 days prior to, and for 90 days (or 180 days, if the managing underwriter so requires) afteror underwriters, as the effective date of such registration if required by the managing underwritercase may be.

Appears in 1 contract

Samples: Registration Rights Agreement (Global Telesystems Europe B V)

Hold-Back Agreements. If and whenever the Company proposes to register any (a) Restrictions on Public Sale by Holder 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 reasonable best efforts to effect the registration Registrable Securities. Each holder of any Registrable Securities (as such term is defined in the Registration Rights Agreement, dated as of the date hereof, by and between the Company, NCP-SBG and the other parties thereto (the "Registration Rights Agreement")) under the Securities Act pursuant to Sections 3.1 or 3.2 of the Registration Rights Agreement, each party heretoagrees, if required requested by the managing underwriter underwriters in an underwritten offeringUnderwritten Offering, agrees not to effect (other than pursuant to such registration) any public sale or distributiondistribution of securities of the Company of the same class as the securities included in the applicable registration statement, including, but not limited to, any including a sale pursuant to Rule 144 or Rule 144Aunder the Securities Act (except as part of such Underwritten Registration), of any Registrable Securities, any other equity securities during the period beginning 10 days prior to the filing of the Company or any securities convertible into or exchangeable or exercisable for any equity securities of the Company for registration statement with respect to such Underwritten Offering, and ending 90 days (or 180 days, if the managing underwriter so requires) after, and during the 20 days prior to, after the effective date of the registration statement with respect to such registrationUnderwritten Offering, to the extent timely notified in writing by the Company or the managing underwriterunderwriters, and or, in the Company agrees case of a shelf offering, the date of commencement of a public distribution of Registrable Securities pursuant to cause each holder such registration statement, as applicable. (b) Restrictions on Sale 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 enter into a similar agreement with Securities by the Company. The Company further agrees not to effect (other than pursuant to such registration or pursuant to a Special Registration) any public sale or distribution, or distribution of any securities similar to file any registration statement (other than such registration or a Special Registration) covering any, of its equity securitiesthose being registered, or any securities convertible into or exchangeable or exercisable for such securitiessecurities (except pursuant to a registration statement on Form S-4 or S-8, or any substitute form that may be adopted by the SEC) during the 20 period beginning 10 days prior toto the filing of a Registration Statement with respect to an Underwritten Offering, and for ending 90 days (or 180 days, if the managing underwriter so requires) after, after the effective date of the applicable Registration Statement (except as part of such registration if required Registration Statement (x) where the holders of a majority of the shares of Registrable Securities to be included in such Registration Statement consent or (y) where holders of Registrable Securities are participating in such Registration Statement pursuant to section 2(c) hereof, such Registration Statement was filed by the managing underwriterCompany with respect to the sale of securities by the Company, and no holder is simultaneously participating in a distribution pursuant to a Registration Statement filed by the Company pursuant to section 2(b) hereof) or the date of commencement of a public distribution of Registrable Securities pursuant to such Registration Statement, as applicable.

Appears in 1 contract

Samples: Stock Purchase Agreement (Liberte Investors/)

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 reasonable best efforts to effect the registration of any Registrable Securities (as such term is defined in the Registration Rights Agreement, dated as of the date hereof, by and between the Company, NCP-SBG and the other parties thereto (the "Registration Rights Agreement")) under the Securities Act pursuant to Sections Section 3.1 or 3.2 of the Registration Rights Agreement3.2, each party heretoHolder, if required by the managing underwriter in an underwritten offering, 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 144A144, 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 10 days prior to, and for 90 days (or 180 days, if the managing underwriter so requires) after, and during the 20 days prior to, the effective date of such registration, to the extent timely notified in writing by the Company or the managing underwriter, and the Company agrees to cause each holder of any Equity Securityequity security, or of any security convertible conver tible into or exchangeable or exercisable for any Equity Securityequity security, of the Company purchased pur chased from the Company at any time other than in a Public Offering public offering to enter into a similar agreement with the Company. The foregoing provisions shall not apply to any Holder 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 any applicable class of Registrable Securities commencing on the date of sale of such applicable class of Registrable Securities unless it has provided 45 days prior written notice of such sale or distribution to the underwriter or underwriters. The Company further agrees not to effect (other than pursuant to such registration or pursuant to a Special Registration) any public sale or distribution, or to file any registration statement Registration Statement (other than such registration or a Special Registration) covering any, of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the 20 10 days prior to, and for 90 days (or 180 days, if the managing underwriter so requires) after, the effective date of such registration if required by the managing underwriter.

Appears in 1 contract

Samples: Registration Rights Agreement (Us Office Products Co)

Hold-Back Agreements. If and whenever (a) Restrictions on Public Sale by Holder of Registrable Securities. Each holder of Registrable Securities agrees not to effect any public sale or distribution of securities of the Company proposes of the same class as the securities included in a Registration Statement, including a sale pursuant to register any of its equity securities Rule 144 under the Securities Act, whether during the 7-day period prior to, and during the period (up to 180 days) following, the effective date of such Registration Statement for each underwritten offering made pursuant to such Registration Statement, to the extent requested in writing by the managing underwriters (except as part of such underwritten registration, if permitted); provided, however, that the hold-back period shall not be longer than the hold-back period agreed to in writing by the Company's executive officers and directors. (b) Restrictions on Public Sale by the Company and Others. The Company agrees: (1) not to effect any public or not private sale or distribution of its equity securities, including a sale pursuant to Regulation D under the Securities Act, during the 7-day period prior to, and during the period (up to 180 days) following, the effective date of the Registration Statement for its own account (other than each underwritten offering made pursuant to a Special Registration), or is required to use its reasonable best efforts to effect the registration of any Registrable Securities (as such term is defined in the Registration Rights Agreement, dated as of the date Statement filed under Section 3 hereof, by and between to the Company, NCP-SBG and the other parties thereto (the "Registration Rights Agreement")) under the Securities Act pursuant to Sections 3.1 or 3.2 of the Registration Rights Agreement, each party hereto, if required extent requested in writing by the managing underwriter in an underwriters (except as part of such underwritten offeringregistration or pursuant to registrations on Forms S-4 or S-8 or any successor form to such Forms), agrees and (2) to endeavor to cause each holder of its privately placed equity securities issued by the Company at any time on or after the date of this Agreement to agree not to effect (other than pursuant to such registration) any public sale or distribution, including, but not limited to, any including a sale pursuant to Rule 144 or Rule 144Aunder the Securities Act, of any Registrable Securities, any other equity such securities of the Company or any securities convertible into or exchangeable or exercisable for any equity securities of the Company for 90 days (or 180 days, if the managing underwriter so requires) after, and during the 20 days prior to, the effective date of such registrationperiod set forth in clause (1) above, to the extent timely notified requested in writing by the Company or the managing underwriterunderwriters (except as part of such underwritten 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 from the Company at any time other than in a Public Offering to enter into a similar agreement with the Companyif permitted). The Company further agrees shall not be obligated to effect (other than pursuant to such registration incur any costs or pursuant to a Special Registration) any public sale or distribution, or to file any registration statement (other than such registration or a Special Registration) covering any, of expenses in connection with its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the 20 days prior to, and for 90 days (or 180 days, if the managing underwriter so requires) after, the effective date of such registration if required by the managing underwriterobligations under this Section 5(b)(2).

Appears in 1 contract

Samples: Registration Rights Agreement (Register Com Inc)