Common use of Hold-Back Agreements Clause in Contracts

Hold-Back Agreements. The Company agrees that it will not effect any public or private sale or distribution (including a sale pursuant to Regulation D under the Securities Act) of any securities the same as or similar to those covered by a Registration Statement filed pursuant to Section 2 or 3 hereof (other than Additional Notes (as defined in the Indenture) issued under the Indenture), or any securities convertible into or exchangeable or exercisable for such securities, during the 10 days prior to, and during the 90-day period beginning on, the effective date of any Registration Statement filed pursuant to Sections 2 and 3 hereof unless the Holders of a majority in the aggregate principal amount of the Registrable Notes to be included in such Registration Statement consent, if the managing underwriter thereof so requests in writing.

Appears in 12 contracts

Samples: Registration Rights Agreement (SAExploration Holdings, Inc.), Registration Rights Agreement (Igate Corp), Purchase Agreement (Igate Corp)

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Hold-Back Agreements. The Company agrees that it will not effect any public or private sale or distribution (including a sale pursuant to Regulation D under the Securities Act) of any securities the same as or similar to substantially the same as those covered by a Registration Statement filed pursuant to Section 2 or 3 hereof (other than Additional Notes (as defined in the Indenture) issued under the Indenture), or any securities convertible into or exchangeable or exercisable for such securities, during the 10 days prior to, and during the 90-day period beginning on, the effective date of any Registration Statement filed pursuant to Sections 2 and 3 hereof unless the Holders of a majority in the aggregate principal amount of the Registrable Notes to be included in such Registration Statement consent, if the managing underwriter thereof so requests in writing.

Appears in 8 contracts

Samples: Registration Rights Agreement (Acadia Healthcare Company, Inc.), Registration Rights Agreement (Acadia Healthcare Company, Inc.), Registration Rights Agreement (Acadia Healthcare Company, Inc.)

Hold-Back Agreements. The Company agrees that it will not effect any public or private sale or distribution (including a sale pursuant to Regulation D under the Securities Act) of any securities the same as or similar to those covered by a Registration Statement filed pursuant to Section 2 or 3 hereof (other than Additional Notes (as defined in the Indenture) issued under the Indenture), or any securities convertible into or exchangeable or exercisable for such securities, during the 10 days prior to, and during the 90-day period beginning on, the effective date of any Registration Statement filed pursuant to Sections 2 and 3 hereof unless the Holders of a majority in the aggregate principal amount of the Registrable Notes Transfer Restricted Securities to be included in such Registration Statement consent, if the managing underwriter thereof so requests in writing.

Appears in 6 contracts

Samples: Registration Rights Agreement (Gastar Exploration, Inc.), Registration Rights Agreement (Gastar Exploration USA, Inc.), Registration Rights Agreement (RAAM Global Energy Co)

Hold-Back Agreements. The Company agrees that it will not effect any public or private sale or distribution (including a sale pursuant to Regulation D under the Securities Act) of any securities the same as or similar to those covered by a Registration Statement filed pursuant to Section 2 or 3 hereof (other than Additional Notes (as defined in the Indenture) issued under the Indenture), or any securities convertible into or exchangeable or exercisable for such securities, during the 10 days prior to, and during the 90-day period beginning on, the effective date of any Registration Statement filed pursuant to Sections 2 and 3 hereof unless the Holders of a majority in the aggregate principal amount at maturity of the Registrable Notes to be included in such Registration Statement consent, if the managing underwriter thereof so requests in writing.

Appears in 4 contracts

Samples: Registration Rights Agreement (Eschelon Telecom of California, Inc.), Registration Rights Agreement (McLeodusa Inc), Registration Rights Agreement (Verrazano,inc.)

Hold-Back Agreements. The Company agrees Issuers agree that it they will not effect any public or private sale or distribution (including a sale pursuant to Regulation D under the Securities Act) of any securities the same as or similar to those covered by a Registration Statement filed pursuant to Section 2 or 3 hereof (other than Additional Notes (as defined in the Indenture) issued under the Indenture), or any securities convertible into or exchangeable or exercisable for such securities, during the 10 days prior to, and during the 90-day period beginning on, the effective date of any Registration Statement filed pursuant to Sections 2 and 3 hereof unless the Holders of a majority in the aggregate principal amount of the Registrable Notes to be included in such Registration Statement consent, if the managing underwriter thereof thereof, if any, so requests in writing.

Appears in 4 contracts

Samples: Registration Rights Agreement (DT Credit Company, LLC), Registration Rights Agreement (DT Acceptance Corp), Registration Rights Agreement (DT Credit Company, LLC)

Hold-Back Agreements. The Company agrees that it will not effect any public or private sale or distribution (including a sale pursuant to Regulation D under the Securities Act) of any securities the same as or similar to those covered by a Registration Statement filed pursuant to Section 2 or 3 hereof (other than Additional Notes (as defined in the Indenture) issued under the Indenture), or any securities convertible into or exchangeable or exercisable for such securities, during the 10 days prior to, and during the 90-day period beginning on, the effective date of any Registration Statement filed pursuant to Sections 2 and 3 hereof unless the Holders of a majority in of the aggregate principal amount of the Registrable Notes to be included in such Registration Statement consent, if the managing underwriter thereof (if any) so requests in writing.

Appears in 2 contracts

Samples: Registration Rights Agreement (Altra Industrial Motion, Inc.), Registration Rights Agreement (Boston Gear LLC)

Hold-Back Agreements. The Company agrees that it will not effect any public or private sale or distribution (including a sale pursuant to Regulation D under the Securities Act) of any securities of the same class as or similar to those covered by a Registration Statement filed pursuant to Section 2 or 3 hereof (other than Additional Notes (as defined in the Indenture) issued under the Indenture), or any securities convertible into or exchangeable or exercisable for such securities, during the 10 days prior to, and during the 90-day period beginning on, the effective date of any Registration Statement filed pursuant to Sections 2 and 3 hereof unless the Holders of a majority in the aggregate principal amount of the Registrable Notes included or to be included in such Registration Statement consentconsent or, if there is one, if the managing underwriter thereof so requests in writing.

Appears in 2 contracts

Samples: Registration Rights Agreement (Atlantic Paratrans of Arizona, Inc.), Registration Rights Agreement (Atlantic Express Transportation Corp)

Hold-Back Agreements. The Company agrees that it will not effect any public or private sale or distribution (including a sale pursuant to Regulation D under the Securities Act) of any securities of the same class as or similar to those covered by a Registration Statement filed pursuant to Section Sections 2 or 3 hereof (other than Additional Notes (as defined in the Indenture) issued under the Indenture), or any securities convertible into or exchangeable or exercisable for such securities, during the 10 days prior to, and during the 90-day period beginning on, the effective date of any Registration Statement filed pursuant to Sections 2 and 3 hereof hereof, unless the Holders of a majority in the aggregate principal amount of the Registrable Transfer Restricted Notes included or to be included in such Registration Statement consentconsent or, if there is one, if the managing underwriter or underwriters in an Underwritten Offering thereof so requests request(s) in writing.

Appears in 1 contract

Samples: Registration Rights Agreement (Alon USA Energy, Inc.)

Hold-Back Agreements. The Company agrees Issuers agree that it they will not effect any public or private sale or distribution (including a sale pursuant to Regulation D under the Securities Act) of any securities the same as or similar to those covered by a Registration Statement filed pursuant to Section 2 or 3 hereof (other than Additional Notes (as defined in the Indenture) issued under the Indenture), or any securities convertible into or exchangeable or exercisable for such securities, during the 10 days prior to, and during the 90-day period beginning on, the effective date of any Registration Statement filed pursuant to Sections 2 and 3 hereof unless the Holders of a majority in the aggregate principal amount of the Registrable Notes Transfer Restricted Securities to be included in such Registration Statement consent, if the managing underwriter thereof so requests in writing.

Appears in 1 contract

Samples: Registration Rights Agreement (Black Elk Energy Finance Corp.)

Hold-Back Agreements. The Company agrees that it will not effect any public or private sale or distribution (including a sale pursuant to Regulation D under the Securities Act) of any securities the same as or substantially similar to those covered by a Registration Statement filed pursuant to Section 2 or 3 hereof (other than Additional Notes (as defined in the Indenture) Securities issued under the Indenture), or any securities convertible into or exchangeable or exercisable for such securities, during the 10 days prior to, and during the 90-day period beginning on, the effective date of any Registration Statement filed pursuant to Sections 2 and 3 hereof unless the Holders of a majority in the aggregate principal amount of the Registrable Notes Securities to be included in such Registration Statement consent, if the managing underwriter thereof so requests in writing.

Appears in 1 contract

Samples: Exchange and Registration Rights Agreement (Callon Petroleum Co)

Hold-Back Agreements. The Company agrees Issuers agree that it they will not effect any public or private sale or distribution (including a sale pursuant to Regulation D under the Securities Act) of any securities the same as or similar to those covered by a Registration Statement filed pursuant to Section 2 or 3 hereof (other than Additional Notes Units (as defined in the Indenture) issued under the Indenture), or any securities convertible into or exchangeable or exercisable for such securities, during the 10 days prior to, and during the 90-day period beginning on, the effective date of any Registration Statement filed pursuant to Sections 2 and 3 hereof unless the Holders of a majority in the aggregate principal amount of the Registrable Notes Units to be included in such Registration Statement consent, if the managing underwriter thereof so requests in writing.

Appears in 1 contract

Samples: Registration Rights Agreement (Phibro Animal Health Corp)

Hold-Back Agreements. The Company agrees Issuers agree that it they will not effect any public or private sale or distribution (including a sale pursuant to Regulation D under the Securities Act) of any securities the same as or similar to those covered by a Registration Statement filed pursuant to Section 2 or 3 hereof (other than Additional Notes (as defined in the Indenture) issued under the Indenture), or any securities convertible into or exchangeable or exercisable for such securities, during the 10 days prior to, and during the 90-day period beginning on, the effective date of any Registration Statement filed pursuant to Sections 2 and 3 hereof unless the Holders of a majority in the aggregate principal amount of the Registrable Notes Transfer Restricted Securities to be included in such Registration Statement consent, if the managing underwriter thereof so requests in writing.

Appears in 1 contract

Samples: Registration Rights Agreement (PRETIUM CANADA Co)

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Hold-Back Agreements. The Company Issuer agrees that it will not effect any public or private sale or distribution (including a sale pursuant to Regulation D under the Securities Act) of any securities the same as or similar to those covered by a Registration Statement filed pursuant to Section 2 or 3 hereof (other than Additional Notes (as defined in the Indenture) issued under the Indenture), or any securities convertible into or exchangeable or exercisable for such securities, during the 10 days prior to, and during the 90-day period beginning on, the effective date of any Registration Statement filed pursuant to Sections 2 and 3 hereof unless the Holders of a majority in the aggregate principal amount of the Registrable Notes Transfer Restricted Securities to be included in such Registration Statement consent, if the managing underwriter thereof so requests in writing.

Appears in 1 contract

Samples: Registration Rights Agreement (Platinum Pressure Pumping, Inc.)

Hold-Back Agreements. The Company Issuer agrees that it will not effect any public or private sale or distribution (including a sale pursuant to Regulation D under the Securities Act) of any securities the same as or similar to those covered by a Registration Statement filed pursuant to Section 2 or 3 hereof (other than Additional Notes (as defined in the Indenture) issued under the Indenture), or any securities convertible into or exchangeable or exercisable for such securities, during the 10 days prior to, and during the 90-day period beginning on, the effective date of any Registration Statement filed pursuant to Sections 2 and 3 hereof unless the Holders of a majority in the aggregate principal amount of the Registrable Notes to be included in such Registration Statement consent, if the managing underwriter thereof so requests in writing.

Appears in 1 contract

Samples: Registration Rights Agreement (Pahc Holdings Corp)

Hold-Back Agreements. The Company agrees that it will not effect any public or private sale or distribution (including a sale pursuant to Regulation D under the Securities Act) of any securities the same as or similar to those covered by a Registration Statement filed pursuant to Section 2 or 3 hereof (other than Additional Notes (as defined in the Indenture) issued under the Indenture), or any securities convertible into or exchangeable or exercisable for such securities, during the 10 days prior to, and during the 90-day period beginning on, the effective date of any Registration Statement filed pursuant to Sections 2 and 3 hereof unless the Holders of a majority in the aggregate principal amount of the Registrable Notes to be included in such Registration Statement consent, if the managing underwriter thereof so requests in writing.

Appears in 1 contract

Samples: Registration Rights Agreement (BRPP LLC)

Hold-Back Agreements. The Company agrees that it will not effect any public or private sale or distribution (including a sale pursuant to Regulation D under the Securities Act) of any securities the same as or similar to those covered by a Registration Statement filed pursuant to Section 2 or 3 hereof (other than Additional Notes (as defined in the Indenture) issued under the Indenture), or any securities convertible into or exchangeable or exercisable for such securities, during the 10 days prior to, and during the 90-day period beginning on, the effective date of any Registration Statement filed pursuant to Sections 2 and 3 hereof unless the Holders of a majority in the aggregate principal amount of the Registrable Notes to be included in such Registration Statement consent, if the managing underwriter thereof so requests in writing.

Appears in 1 contract

Samples: Registration Rights Agreement (Thermon Holding Corp.)

Hold-Back Agreements. The Company agrees that it will not effect any public or private sale or distribution (including a sale pursuant to Regulation D under the Securities Act) of any securities the same as or similar substantially the same as to those covered by a Registration Statement filed pursuant to Section 2 or 3 hereof (other than Additional Notes (as defined in the Indenture) issued under the Indenture), or any securities convertible into or exchangeable or exercisable for such securities, during the 10 days prior to, and during the 90-day period beginning on, the effective date of any Registration Statement filed pursuant to Sections 2 and 3 hereof unless the Holders of a majority in the aggregate principal amount of the Registrable Notes to be included in such Registration Statement consent, if the managing underwriter thereof so requests in writing.

Appears in 1 contract

Samples: Registration Rights Agreement (Lmi Aerospace Inc)

Hold-Back Agreements. The Company agrees that it will not effect any public or private sale or distribution (including a sale pursuant to Regulation D under the Securities Act) of any securities the same as or similar to those covered by a Registration Statement filed pursuant to Section 2 or 3 hereof (other than Additional Notes (as defined in the Indenture) issued under the Indenture), or any securities convertible into or exchangeable or exercisable for such securities, during the 10 days prior to, and during the 90-day period beginning on, the effective date of any Registration Statement filed pursuant to Sections 2 and 3 hereof unless the Holders of a majority in the aggregate principal amount of the Registrable Notes Transfer Restricted Securities to be included in such Registration Statement consent, if the managing underwriter thereof so requests in writing.

Appears in 1 contract

Samples: Debt Registration Rights Agreement (Green Field Energy Services, Inc.)

Hold-Back Agreements. The Company agrees Issuers agree that it they will not effect any public or private sale or distribution (including a sale pursuant to Regulation D under the Securities Act) of any securities the same as or similar to those covered by a Registration Statement filed pursuant to Section 2 or 3 hereof (other than Additional Notes Units (as defined in the Indenture) issued under the Indenture), or any securities convertible into or exchangeable or exercisable for such securities, during the 10 days prior to, and during the 90-day period beginning on, the effective date of any Registration Statement filed pursuant to Sections 2 and 3 hereof unless the Holders of a majority in the aggregate principal amount of the Registrable Notes Units to be included in such Registration Statement consent, if the managing underwriter thereof so requests in writing.

Appears in 1 contract

Samples: Registration Rights Agreement (Hockey Co)

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