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 covered by a Registration Statement filed pursuant to Section 3 hereof agrees, if requested by the managing underwriters in an underwritten offering, not to effect any public sale or distribution of securities of the Company of the same class as the securities included in such Registration Statement, including a sale pursuant to Rule 144 under the Securities Act (except as part of such underwritten registration), during the 10-day period prior to, and during the 90-day period beginning on, the closing date of each underwritten offering made pursuant to such Registration Statement, to the extent timely notified in writing by the Company or the managing underwriters; provided, however, that each holder of Registrable Securities shall be subject to the hold-back restrictions of this Section 5(a) only once during each 12-month period of this Agreement. (b) Restrictions on Sale of Common Stock by the Company and Others. In the event a holder of Registrable Securities notifies the Company in writing of its intent to effect an underwritten offering of any Registrable Securities, the Company agrees (1) not to effect any public or private offer, sale or distribution of its Common Stock, including a sale pursuant to Regulation D under the Securities Act, during the 10-day period prior to, and during the 45-day period beginning with, the effective date of a Registration Statement filed under Section 3 to the extent timely notified in writing by a holder of Registrable Securities or the managing underwriters (except as part of such registration, if permitted, or pursuant to registrations on Forms S-4 or S-8 or any successor form to such Forms).

Hold-Back Agreements. (a) Restrictions on Public Sale by Holder of Registrable Securities. Each holder of Registrable Securities whose Registrable Securities are covered by a Registration Statement filed pursuant to Section 3 hereof agrees, if requested by the managing underwriters in an underwritten offeringUnderwritten Offering, not to effect any public sale or distribution of securities of the Company Holdings of the same class or convertible into or exercisable for securities 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 registrationUnderwritten Registration), during the 1030-day period prior to, and during the 90-day period beginning on, the closing date of each underwritten offering Underwritten Offering made pursuant to such Registration Statement, to the extent timely notified in writing by the Company Holdings or the managing underwriters; providedPROVIDED, howeverHOWEVER, that each holder of Registrable Securities shall be subject to the hold-back restrictions of this Section 5(a4(a) only once during each 12any 365-month period of this Agreementday period. (b) Restrictions on Sale of Common Stock by the Company and Others. In the event a The foregoing provisions shall not apply to any holder of Registrable Securities notifies the Company if such holder is prevented by applicable statute or regulation from entering any such agreement; PROVIDED, HOWEVER, that any such holder shall undertake, in writing of its intent request to effect an underwritten offering of participate in any Registrable Securitiessuch Underwritten Offering, the Company agrees (1) not to effect any public or private offer, sale or distribution of its Common Stock, including a sale pursuant to Regulation D under the any Registrable Securities Act, during the 10-day period prior to, held by such holder and during the 45-day period beginning with, the effective date of covered by a Registration Statement filed under Section 3 commencing on the date of sale of the Registrable Securities unless it has provided 45 days prior written notice of such sale or distribution to the extent timely notified in writing by a holder of Registrable Securities underwriter 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)underwriters.

Hold-Back Agreements. (a) Restrictions on Public Sale by Holder of Registrable Securities. Each holder of Registrable Securities Holder whose Registrable Securities are covered by eligible for inclusion in a Registration Statement filed pursuant to Section 2 or 3 hereof 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 14-day period prior to, and during the 180-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 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 14-day period prior to, and during the 90-day period beginning on, the effective date of a Registration Statement filed pursuant to Section 2 or 3 (except as part of such underwritten registration or pursuant to registrations on Form S-4 or S-8 or any successor form to such forms or in connection with an exchange offer or an offering of securities solely to the existing stockholders or employees of the Company), and (ii) use reasonable efforts to cause each holder of Common Stock purchased from the Company at any time after the date of the same class as the this Agreement (other than in a registered public offering) to agree not to effect any public sale or distribution of any such securities included in during such Registration Statementperiod, including a sale pursuant to Rule 144 under the Securities Act (except as part of such underwritten registration), during the 10-day period prior to, and during the 90-day period beginning on, the closing date of each underwritten offering made pursuant to such Registration Statement, to the extent timely notified in writing by the Company or the managing underwriters; provided, however, that each holder of Registrable Securities shall be subject to the hold-back restrictions of this Section 5(a) only once during each 12-month period of this Agreement. (b) Restrictions on Sale of Common Stock by the Company and Others. In the event a holder of Registrable Securities notifies the Company in writing of its intent to effect an underwritten offering of any Registrable Securities, the Company agrees (1) not to effect any public or private offer, sale or distribution of its Common Stock, including a sale pursuant to Regulation D under the Securities Act, during the 10-day period prior to, and during the 45-day period beginning with, the effective date of a Registration Statement filed under Section 3 to the extent timely notified in writing by a holder of Registrable Securities or the managing underwriters (except as part of such registration, if permitted, or pursuant to registrations on Forms S-4 or S-8 or any successor form to such Forms).

Hold-Back Agreements. (a) Restrictions on Public Sale by Holder Holders of Registrable Securities. Each holder Holder of Registrable Securities whose Registrable Securities are covered by a Registration Statement filed pursuant to Section 3 2(a) or Section 3(a) hereof agrees, if requested by the Company or the managing underwriters in an underwritten offeringUnderwritten Offering, not to effect any public sale or other distribution of equity securities of the Company of the same class as the securities included in such Registration StatementCompany, including a any sale pursuant to Rule 144 under the Securities Act (except as part of such underwritten registrationUnderwritten Offering), during the 1030-day period prior to, and during the 90-day period beginning onwith, the closing date effectiveness of each underwritten offering made pursuant to such Registration Statement, or any greater time period reasonably requested by the managing underwriters in an Underwritten Offering, to the extent timely notified in writing by the Company or the managing underwriters; provided, however, that each holder of Registrable Securities shall be subject to the hold-back restrictions of this Section 5(a) only once during each 12-month period of this Agreement. (b) Restrictions on Sale of Common Stock Equity Securities by the Company and OthersCompany. In To the event a holder of Registrable Securities notifies extent timely requested by the Company managing underwriters in writing of its intent to effect an underwritten offering of any Registrable SecuritiesUnderwritten Offering, the Company agrees (1) not to effect any public or private offer, sale or other distribution of its Common Stockequity securities, including a sale pursuant to Regulation D under the Securities Act, during the 1030-day period prior to, and during the 4590-day period beginning with, the effective date effectiveness of a Registration Statement filed under Section 3 to the extent timely notified in writing 2(a), or any greater time period reasonably requested by a holder of Registrable Securities or the managing underwriters in an Underwritten Offering (except as part of such registration, if permitted, Underwritten Offering or pursuant to registrations on Forms S-4 or S-8 or any successor form to such Formsforms or otherwise in connection with any exchange offer, merger, sale of substantially all assets or other reorganization or recapitalization of the Company or the issuance of securities in connection with employee stock options, stock awards or other employee benefit plans).

Hold-Back Agreements. (a) Restrictions on Public Sale by Holder Holders of Registrable Securities. Each holder Holder of Registrable Securities whose Registrable Securities are covered by a Registration Statement filed pursuant to Section 3 2(a) or Section 3(a) hereof agrees, if requested by the Company or the managing underwriters in an underwritten offeringUnderwritten Offering, not to effect any public sale or other distribution of equity securities of the Company of the same class as the securities included in such Registration StatementCompany, including a any sale pursuant to Rule 144 under the Securities Act (except as part of such underwritten registrationUnderwritten Offering), during the 1030-day period prior to, and during the 90-day period beginning onwith, the closing date effectiveness of each underwritten offering made pursuant to such Registration Statement, or any greater time period reasonably requested by the managing underwriters in an Underwritten Offering, to the extent timely notified in writing by the Company or the managing underwriters; provided, however, that each holder of Registrable Securities shall be subject to the hold-back restrictions of this Section 5(a) only once during each 12-month period of this Agreement. (b) Restrictions on Sale of Common Stock Equity Securities by the Company and OthersCompany. In To the event a holder of Registrable Securities notifies extent timely requested by the Company managing underwriters in writing of its intent to effect an underwritten offering of any Registrable SecuritiesUnderwritten Offering, the Company agrees (1) not to effect any public or private offer, sale or other distribution of its Common Stockequity securities, including a sale pursuant to Regulation D under the Securities Act, during the 1030-day period prior to, and during the 4590-day period beginning with, the effective date effectiveness of a Registration Statement filed under Section 3 to the extent timely notified in writing 2(a), or any greater time period reasonably requested by a holder of Registrable Securities or the managing underwriters in an Underwritten Offering (except as part of such registration, if permitted, Underwritten Offering or pursuant to registrations on Forms S-4 or S-8 or any successor form to such Formsforms or otherwise in connection with any exchange offer, merger, sale of substantially all assets or other reorganization or recapitalization of the Company or the issuance of securities in connection with employee stock options, stock awards or other employee benefit plans).. 4 5