Common use of Hold-Back Agreements Clause in Contracts

Hold-Back Agreements. (a) Restrictions on Public Sale by Holder of Registrable ---------------------------------------------------- Securities. Each holder of Registrable Securities whose Registrable Securities ---------- are eligible for inclusion in a Registration Statement filed pursuant to Sections 3 or 4 agrees, if requested by the managing underwriter or underwriters in an underwritten offering of any Registrable Securities, not to effect any public sale or distribution of Registrable Securities, including a sale pursuant to Rule 144 (or any similar provision then in force) under the Securities Act (except as part of such underwritten registration), during the 10-day period prior to, and during the 90-day period (or such shorter period as may be agreed to by the parties hereto) beginning on the effective date of such Registration 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.

Hold-Back Agreements. (a) Restrictions on Public Sale by Holder of Registrable ---------------------------------------------------- Securities. Each holder of Registrable Securities whose Registrable Securities ---------- are eligible for inclusion Bermore hereby agrees that, each time it is given the opportunity to sell Bermore Shares in a an Incidental Registration Statement filed pursuant to Sections 3 Section 1.1 (whether or 4 agreesnot it elects to exercise its Incidental Registration rights and include any Bermore Shares for sale in the applicable registered, underwritten offering), if requested (pursuant to a timely written notice) by the managing underwriter Underwriter or underwriters in an Underwriters of such registered, underwritten offering of any Registrable Securitiesoffering, not to effect any public sale or distribution of Registrable Securitiesany of the issue being registered or a similar security of the Company or any securities convertible or exchangeable or exercisable for such securities (including, including a sale without limitation, any sales pursuant to Rule 144 or Section 4.2(e) of the 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 any similar provision then in forceotherwise modified), (c) under or (d) of the Securities Act (Agreement), except as part of such underwritten registration)offering, during the 10-day period (as requested by the managing Underwriter) beginning not more than 10 days prior to, and during ending up to 180 days after, the 90-day period closing date of each underwritten offering made pursuant to such Registration Statement (or such shorter period as the managing Underwriter or Underwriters may be agreed to by the parties hereto) beginning on the effective date of such Registration Statementagree), to the extent timely notified in writing by the Company or by the managing underwriter 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 agreementUnderwriters; 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 holder 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 undertakebe entitled to the benefit of the same exceptions granted to Artal by the managing Underwriter or Underwriters, whether or not included in its request to participate in the applicable Underwriting Agreement; and provided further, however, that the Company will notify Bermore as promptly as practicable if any such underwritten offeringoffering has been terminated, not to effect any public sale abandoned or distribution of Registrable Securities (except as part indefinitely postponed, and, upon receipt of such underwritten registration) during such period unless it has provided 45 days prior written notice of such sale or distribution from the Company, Bermore no longer will be subject to the managing underwriter or underwriterTransfer restrictions contained in this Section 1.4 in respect of (and solely in respect of) the related underwritten offering. The Company shall, as promptly as practicable, advise Bermore of the expected closing date of any such underwritten offering and any subsequent changes with respect thereto.

Hold-Back Agreements. (ai) Restrictions on Public Sale by Holder Holders of Registrable ---------------------------------------------------- Securities. Each holder Holder of Registrable Securities whose Registrable Securities ---------- are eligible for inclusion in covered by a Shelf Registration Statement filed pursuant to Sections 3 or 4 (which Registrable Securities are not being sold in the underwritten offering described below) agrees, if requested (pursuant to a timely written notice) by the Company or by the managing underwriter or underwriters in an underwritten offering of any Registrable Securities, not to effect any public sale or distribution of Registrable Securitiesany securities within the class of securities covered by such Shelf Registration Statement or any similar class of securities of the Company, including a sale pursuant to Rule 144 (or any similar provision then in force) under the Securities Act Rule 144A (except as part of such underwritten registrationoffering), during the 10-day period beginning 10 days prior to, and during ending 60 days after, the 90-day period (or such shorter period as may be agreed Issue Date of each underwritten offering made pursuant to by the parties hereto) beginning on the effective date of such each Shelf Registration Statement, to the extent timely notified in writing by the Company or by the managing underwriter or underwriters; provided, however, that each holder of Registrable Securities shall be subject to the hold-back restrictions of this Section 3(d)(i) only once during the term of this Agreement. The foregoing provisions shall not apply to any holder Holder of Registrable Securities if such holder Holder is prevented by applicable statute or regulation from entering into any such agreement; provided, however, that any such holder Holder shall undertake, in its request to participate in any such underwritten offering, not to effect any public sale or distribution of Registrable Securities the class of securities covered by such Shelf Registration Statement (except as part of such underwritten registrationoffering) during such period unless it has provided 45 days days' prior written notice of such sale or distribution to the Company or the managing underwriter or underwriterunderwriters, as the case may be.

Hold-Back Agreements. (a) Restrictions on Public Sale by Holder of Registrable ---------------------------------------------------- Securities. Each holder of Registrable Securities whose Registrable Securities ---------- are eligible for inclusion in a Registration Statement filed pursuant to Sections 3 or 4 agrees, if requested by the managing underwriter or underwriters in an underwritten offering of any Registrable Securities, not to effect any public sale or distribution of Registrable Securities, including a sale pursuant to Rule 144 (or any similar provision then in force) under the Securities Act (except as part of such underwritten registration), during the 10-day period prior to, and during the 90180-day period (or such shorter period as may be agreed to by the parties hereto) beginning on the effective date of such Registration 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.

Hold-Back Agreements. (a) Restrictions on Public Sale by Holder of Registrable ---------------------------------------------------- Securities. Each holder of Registrable Securities whose Registrable Securities ---------- are eligible for inclusion in a Registration Statement filed pursuant to Sections 3 or 4 agrees, if requested by the managing underwriter or underwriters in an underwritten offering of any Registrable Securities, not to effect any public sale or distribution of Registrable Securities, including a sale pursuant to Rule 144 (or any similar provision then in force) under the Securities Act (except as part of such underwritten registration), during the 10-day period prior to, and during the 90-day period (or such shorter period as may be agreed to by the parties hereto) beginning on the effective date of such Registration 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.

Hold-Back Agreements. (ai) Restrictions on Public Sale by Holder Holders of Registrable ---------------------------------------------------- Securities. Each holder Holder of Registrable Securities whose Registrable Securities ---------- are eligible for inclusion in covered by a Shelf Registration Statement filed pursuant to Sections 3 or 4 (which Registrable Securities are not being sold in the underwritten offering described below) agrees, if requested (pursuant to a timely written notice) by the Company or by the managing underwriter or underwriters in an underwritten offering of any Registrable Securitiesoffering, not to effect any public sale or distribution of Registrable Securitiesany securities within the class of securities covered by such Shelf Registration Statement or any similar class of securities of the Company, including a sale pursuant to Rule 144 (or any similar provision then in force) under the Securities Act Rule 144A (except as part of such underwritten registrationoffering), during the 10-day period beginning 10 days prior to, and during ending 60 days after, the 90-day period (or such shorter period as may be agreed to by the parties hereto) beginning on the effective closing date of such each underwritten offering made pursuant to each Shelf Registration Statement, to the extent timely notified in writing by the Company or by the managing underwriter or underwriters; provided, however, that each holder of Registrable Securities shall be subject to the hold-back restrictions of this Section 3(d)(i) only once during the term of this Agreement. The foregoing provisions shall not apply to any holder Holder of Registrable Securities if such holder Holder is prevented by applicable statute or regulation from entering into any such agreement; provided, however, that any such holder Holder shall undertake, in its request to participate in any such underwritten offering, not to effect any public sale or distribution of Registrable Securities the class of securities covered by such Shelf Registration Statement (except as part of such underwritten registrationoffering) during such period unless it has provided 45 days days' prior written notice of such sale or distribution to the Company or the managing underwriter or underwriterunderwriters, as the case may be.

Hold-Back Agreements. (a) a. Restrictions on Public Sale by Holder of Registrable ---------------------------------------------------- Securities. Each holder of Registrable Securities whose Registrable Securities ---------- are eligible for inclusion in a Registration Statement filed pursuant to Sections 3 or 4 agrees, if requested in writing by the managing underwriter or underwriters in an underwritten offering of any Registrable SecuritiesUnderwritten Offering, not to effect any public sale or distribution of Registrable SecuritiesSecurities of the Company of the same class as the securities included in the applicable registration statement, including a sale pursuant to Rule 144 (or any similar provision then in force) under the Securities Act (except as part of such underwritten registrationUnderwritten Offering or if, prior to receiving such request, such holder has given a Demand Notice or a notice of commencement of a public sale or distribution pursuant to the Shelf Registration), during the ten (10-) day period prior toto the filing of the registration statement with respect to such Underwritten Offering, and during the ninety (90-) day period (or such shorter period as may be agreed to by the parties hereto) beginning on the effective date of the registration statement with respect to such Registration StatementUnderwritten Offering, 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 , 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. Notwithstanding the foregoing, if such holder is prevented requested in writing by applicable statute or regulation from entering into any such agreement; providedthe managing underwriters in an Underwritten Offering that closes prior to the Cutoff Date, however, that any such holder Ameritech shall undertake, in its request to participate in any such underwritten offering, not to effect any public sale or distribution of Registrable Securities of the Company of the same class as the securities included in the applicable registration statement, including a sale pursuant to Rule 144 under the Securities Act, during the ten (except as part of such underwritten registration10) during such day period unless it has provided 45 days prior written notice of such sale or distribution to the managing underwriter or underwriterfiling of the registration statement with respect to such Underwritten Offering, and during the thirty (30) day period beginning on the closing date of the Underwritten Offering.

Hold-Back Agreements. (a) Restrictions on Public Sale by Holder of Registrable ---------------------------------------------------- Securities. Each holder Holder of Registrable Securities whose Registrable Securities ---------- are eligible for inclusion in a Registration Statement filed pursuant to Sections 3 or 4 agrees, if requested by the managing underwriter or underwriters in an underwritten offering of any Registrable Securities, not to effect any public sale or distribution of Registrable Securitiesthe Warrants or Warrant Shares, including a sale pursuant to Rule 144 (or any similar provision then in force) under the Securities Act (except as part of such underwritten registration), during the 107-day period prior to, and during the 90-day period (or such shorter period as may be agreed to by beginning on, the parties hereto) beginning on the effective pricing date of such Registration Statementeach underwritten offering made pursuant to Section 3(b)(iii), to the extent timely notified in writing by the Company or the managing underwriter underwriters. In order to enforce the foregoing covenant, the Company shall have the right to impose stop transfer instructions with respect to the Warrants or underwritersWarrant 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 Holder of Registrable Securities if such holder Holder is prevented by applicable statute or regulation from entering into any such agreement; provided, however, that any such holder 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 (except as part held by such Holder and covered by a Registration Statement commencing on the date of such underwritten registration) during such period sale of the Registrable Securities unless it has provided 45 30 days prior written notice of such sale or distribution to the managing underwriter or underwriterunderwriters.

Hold-Back Agreements. (a) Restrictions on Public Sale by Holder of Registrable ---------------------------------------------------- Securities. Each holder of Registrable Securities whose Registrable Securities ---------- are eligible for inclusion in covered by a Registration Statement filed pursuant to Sections Section 3 or 4 hereof agrees, if requested by the managing underwriter or underwriters in an underwritten offering of any Registrable Securitiesoffering, not to effect any public sale or distribution of Registrable Securitiessecurities of the Registrants of the same class as the securities included in such Registration Statement, including a sale pursuant to Rule 144 (or any similar provision then in force) under the Securities Act (except as part of such underwritten registration), during the 10-day period prior to, and during the 90-day period (or such shorter period as may be agreed to by beginning on, the parties hereto) beginning on the effective closing date of each underwritten offering made pursuant to such Registration Statement, to the extent timely notified in writing by the Company Registrants or the managing underwriter or underwriters; provided, however, that each holder of Registrable Securities shall be subject to the hold-back restrictions of this Section 4(a) only once during the term of this Agreement. 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 any Registrable Securities (except as part held by such holder and covered by a Registration Statement commencing on the date of sale of the Registrable Securities covered by such underwritten registration) during such period Registration Statement unless it has provided 45 90 days prior written notice of such sale or distribution to the managing underwriter or underwriterunderwriters.

Hold-Back Agreements. (ai) Restrictions on Public Sale by Holder Holders of Registrable ---------------------------------------------------- Securities. Each holder Holder of Registrable Securities whose Registrable Securities ---------- are eligible for inclusion in covered by a Shelf Registration Statement filed pursuant to Sections 3 or 4 (which Registrable Securities are not being sold in the underwritten offering described below) agrees, if requested (pursuant to a timely written notice) by the Company or by the managing underwriter or underwriters in an underwritten offering of any Registrable Securities, not to effect any public sale or distribution of Registrable Securitiesany securities within the class of securities covered by such Shelf Registration Statement or any similar class of securities of the Company, including a sale pursuant to Rule 144 (or any similar provision then in force) under the Securities Act Rule 144A (except as part of such underwritten registrationoffering), during the 10-day period beginning 10 days prior to, and during ending 60 days after, the 90-day period (or such shorter period as may be agreed to by the parties hereto) beginning on the effective issue date of such each underwritten offering made pursuant to each Shelf Registration Statement, to the extent timely notified in writing by the Company or by the managing underwriter or underwriters; provided, however, that each holder of Registrable Securities shall be subject to the hold-back restrictions of this Section 3(d)(i) only once during the term of this Agreement. The foregoing provisions shall not apply to any holder Holder of Registrable Securities if such holder Holder is prevented by applicable statute or regulation from entering into any such agreement; provided, however, that any such holder Holder shall undertake, in its request to participate in any such underwritten under- written offering, not to effect any public sale or distribution of Registrable Securities the class of securities covered by such Shelf Registration Statement (except as part of such underwritten registrationoffering) during such period unless it has provided 45 days days' prior written notice of such sale or distribution to the Company or the managing underwriter or underwriterunderwriters, as the case may be.

Hold-Back Agreements. (a) Restrictions on Public Sale by Holder of Registrable ---------------------------------------------------- Securities. --------------------------------------------------------------- Each holder of Registrable Securities whose Registrable Securities ---------- are eligible for inclusion in a Registration Statement filed pursuant to Sections 3 or 4 agrees, if requested by the managing underwriter or underwriters in an underwritten offering of any Registrable Securities, not to effect any public sale or distribution of Registrable Securities, including a sale pursuant to Rule 144 (or any similar provision then in force) under the Securities Act (except as part of such underwritten registration), during the 10-day period prior to, and during the 90-day period (or such shorter period as may be agreed to by the parties hereto) beginning on the effective date of such Registration 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.

Hold-Back Agreements. (a) Restrictions on Public Sale by Each Registered Holder of Registrable ---------------------------------------------------- Securities. Each holder of Registrable Securities whose Registrable ---------------------- Securities ---------- are eligible for inclusion in covered by a Registration Statement filed pursuant to Sections Section 3 or 4 hereof agrees, if requested by the managing underwriter or underwriters in an underwritten offering of any Registrable SecuritiesUnderwritten Offering, not to effect any public sale or distribution of Registrable Securitiessecurities of the Company of the same class as the securities included in such Registration Statement, including a sale pursuant to Rule 144 (or any similar provision then in force) under the Securities Act (except as part of such underwritten registrationUnderwritten Registration), during the 1030-day period prior to, and during the 90180-day period (or such shorter period as may be agreed to by beginning on, the parties hereto) beginning on the effective closing date of each Underwritten Offering made pursuant to such Registration Statement, to the extent timely notified in writing by the Company or the managing underwriter or underwriters; provided, however, that each such Registered Holder shall be subject to the -------- ------- hold-back restrictions of this Section 4 only once during any 365-day period. The foregoing provisions shall not apply to any holder of Registrable Securities such Registered Holder if such holder Registered Holder is prevented by applicable statute or regulation from entering into any such agreement; provided, however, that any such holder Registered Holder -------- ------- shall undertake, in its request to participate in any such underwritten offeringUnderwritten Offering, not to effect any public sale or distribution of any Registrable Securities (except as part held by such Registered Holder and covered by a Registration Statement commencing on the date of such underwritten registration) during such period sale of the Registrable Securities unless it has provided 45 days prior written notice of such sale or distribution to the managing underwriter or underwriterunderwriters.

Hold-Back Agreements. (a) Restrictions on Public Sale by Holder of Registrable ---------------------------------------------------- Securities. Each holder of Registrable Securities whose Registrable Securities ---------- are eligible for inclusion in a Registration Statement filed pursuant to Sections 3 or 4 agrees, if requested by the managing underwriter or underwriters in an underwritten offering of any Registrable Securities, not to effect any public sale or distribution of Registrable Securities, including a sale pursuant to Rule 144 (or any similar provision then in force) under the Securities Act (except as part of such underwritten registration), during the 10-day period prior to, and during the 90180-day period (or such shorter period as may be agreed to by the parties hereto) beginning on the effective date of such Registration 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.

Hold-Back Agreements. (a) Restrictions on Public Sale by Holder of Registrable ---------------------------------------------------- Securities. Each In connection with each underwritten public offering, each Stockholder, holder of Registrable Securities whose Registrable Securities ---------- are eligible for inclusion in a Registration Statement filed pursuant to Sections 3 or 4 agrees, if requested by and the managing underwriter or underwriters in an underwritten offering of any Registrable Securities, Company shall agree not to effect any public sale or distribution of Registrable Securitiesdistribution, including a any sale pursuant to Rule 144 (or any similar provision then in force) under the Securities Act Act, of any equity securities of the Company, or of any security convertible into or exchangeable or exercisable for any equity security of the Company (except in each case, other than as part of such underwritten registrationpublic offering), during the 10-day period prior to, and during the 90-day period within seven days before or 90 days (or such shorter lesser period as the managing underwriters may be agreed to by the parties heretopermit) beginning on after the effective date of such Registration Statementregistration; provided that a Stockholder shall be so limited only if notice of the effective date of such registration statement has been given to such Stockholder. The Company hereby also agrees to use its best efforts to cause as the managing underwriters may require each other holder ("Non-Public Holders") of any equity security, to the extent timely notified in writing by or of any security convertible into or exchangeable or exercisable for any equity security, of the Company or purchased from the managing underwriter or underwritersCompany (at any time other than in a public offering) to so agree. The foregoing provisions shall not apply to (x) 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, and (y) to the Stockholders and holders of Registrable Securities participating in the March 31 Registration pursuant to Section II-A(ii) of this Agreement .

Hold-Back Agreements. (a) Restrictions on Public Sale by Each Holder of Registrable ---------------------------------------------------- Securities. Each holder of Registrable Securities whose Registrable Securities ---------- are eligible for inclusion in covered by a Registration Statement filed pursuant to Sections Section 3 or 4 hereof agrees, if requested by the managing underwriter or underwriters in an underwritten offering of any Registrable Securitiesoffering, not to effect any public sale or distribution of Registrable SecuritiesSecurities or other securities of the Registrants of the same class as the securities included in such Registration statement, including a sale pursuant to Rule 144 (or any similar provision then in force) under the Securities Act (except as part of such underwritten registration), during the 10-day period prior to, and during the 90-day period (or such shorter period as may be agreed to by beginning on, the parties hereto) beginning on the effective closing date of each underwritten offering made pursuant to such Registration Statement, to the extent timely notified in writing by the Company Registrants or the managing underwriter or underwriters; PROVIDED, HOWEVER, that each Holder shall be subject to the hold-back restrictions of this Section 5 only twice during the term of this Agreement; provided that the second request cannot be made within 6 months of the end of the first hold-back period. The foregoing provisions of the preceding paragraph shall not apply to any holder of Registrable Securities Holder if such holder Holder is prevented by applicable statute or regulation from entering into any such agreement; providedPROVIDED, howeverHOWEVER, that any such holder 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 (except as part held by such Holder and covered by a Registration Statement commencing on the date of sale of the Registrable Securities covered by such underwritten registration) during such period Registration Statement unless it has provided 45 90 days prior written notice of such sale or distribution to the managing underwriter or underwriterunderwriters.

Hold-Back Agreements. (a) Restrictions on Public Sale by Holder of Registrable ---------------------------------------------------- Securities. Each holder of Registrable Securities whose Registrable Securities ---------- are eligible for inclusion in a Registration Statement filed pursuant to Sections 3 or 4 agrees, if requested by the managing underwriter or underwriters in an underwritten offering of any Registrable Securities, not to effect any public sale or distribution of Registrable Securities, including a sale pursuant to Rule 144 (or any similar provision then in force) under the Securities Act (except as part of such underwritten registration), during the 10-day period prior to, and during the 90-day period (or such shorter period as may be agreed to by the parties hereto) beginning on the effective date of such Registration 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 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 underwriterunderwriters.

Hold-Back Agreements. (ai) Restrictions on Public Sale by By Holder of Registrable ---------------------------------------------------- Securities. Each holder of Registrable Securities Holder whose Registrable Securities ---------- registrable securities are eligible for inclusion in covered by a Registration Statement filed pursuant to Sections 3 or 4 this Warrant agrees, if requested by the managing underwriter or underwriters in an underwritten offering of any Registrable Securitiesoffering, not to effect any public sale or distribution of Registrable Securitiessecurities of the Company of the same class as the securities included in such Registration Statement, including a sale pursuant to Rule 144 (or any similar provision then in force) under the Securities Act (except as part of such underwritten registration), during the 10-day period prior to, and during the 90-day period (or such shorter period as may be agreed to by beginning on, the parties hereto) beginning on the effective closing date of each underwritten offering made pursuant to such Registration Statement, to the extent timely notified in writing by the Company or the managing underwriter or underwriters; 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 of Registrable Securities Holder if such holder Holder is prevented by applicable statute or regulation from entering into any such agreement; provided, however, that any such holder 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 applicable class of registrable securities unless it has provided 45 days prior written notice of such sale or distribution to the managing underwriter or underwriterunderwriters.

Hold-Back Agreements. (a) Restrictions on Public Sale by Holder the Holders of Registrable ---------------------------------------------------- --------------------------------------------------------- Securities. Each holder of Registrable Securities whose Registrable Securities ---------- are eligible for inclusion in covered by a Registration Statement filed pursuant to Sections Section 3 or 4 agrees, if requested by the managing underwriter or underwriters in an underwritten offering of any Registrable Securities, hereof agrees not to effect any public sale or distribution of Registrable Securitiessecurities of the Company of the same class as the securities included in such Registration Statement, including a sale pursuant to Rule 144 (or any similar provision then in force) under the Securities Act (except as part of such underwritten registrationUnderwritten Registration), during the 10-day period prior to, and during the 90-one hundred eighty (180) day period (or such shorter other time period as may shall be reasonably agreed to upon by the parties heretoCompany, the holders of the Registrable Securities whose Registrable Securities are covered by such registration and the managing underwriters) beginning on 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 one hundred eighty 180 days) following such effective date of such Registration Statement, to the extent timely notified in writing as shall be reasonably agreed upon by the Company or Company, the holders of the Registrable Securities whose Registrable Securities are covered by such registration and 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, provided that any such holder shall undertake, -------- in its request to participate in any such underwritten offeringUnderwritten Offering, not to effect any public sale or distribution of the applicable class of Registrable Securities (except as part commencing on the date of sale of such underwritten registration) during such period applicable class of Registrable Securities unless it has provided 45 days days' prior written notice of such sale or distribution to the managing underwriter or underwriterunderwriters.